Overview
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- TickerLUDG on OTC1
- IndustryServices-Medical Laboratories1
- HeadquartersPompano Beach, Florida1
- Incorporated inNV2
- Business address3160 Nw 1 Avenue, Pompano Beach, Fl 330642
- Filer category, Emerging growth company2
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50–74 report having had a mammogram within the prior two years, yet breast cancer continues to be the most commonly diagnosed cancer.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Research and development100¢$165.6K
Out of $217 in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenues | $217 | |
| General and administration expenses | $1.5M | $1.1M |
| Research and development | $231.6K | $165.6K |
| Total operating expenses | $1.8M | $1.3M |
| Net loss from operations | -$1.8M | -$1.3M |
| Interest income | $6.0K | |
| Other income | $2.3K | |
| Inducement expense | -$1.0M | |
| Finance expense | -$677.1K | |
| Interest expense | -$91.9K | -$56.8K |
| Loss on debt extinguishment | -$117.2K | |
| Gain on Change in fair value of derivative liability | $535.3K | |
| Amortization of debt discount | -$796.3K | -$15.0K |
| Total other expense | -$461.8K | -$1.8M |
| Net loss before taxes | -$2.2M | -$3.1M |
| Loss from continuing operations | -$2.2M | -$3.1M |
| Income from discontinued operation, net of tax | $34.8K | |
| Net loss | -$2.2M | -$3.0M |
| Basic loss per common share from continuing operations (in Dollars per share) | -$0 | -$0 |
| Diluted loss per common share from continuing operation (in Dollars per share) | -$0 | -$0 |
| Basic income per common share from discontinued operations (in Dollars per share) | $0 | $0 |
| Diluted income per common share from discontinued operations (in Dollars per share) | $0 | $0 |
| Basic loss per common share (in Dollars per share) | -$0.01 | -$0.02 |
| Diluted loss per common share (in Dollars per share) | -$0.01 | -$0.02 |
| Basic weighted average common shares outstanding (in Shares) | 161.8M shares | 158.6M shares |
| Diluted weighted average common shares outstanding (in Shares) | 161.8M shares | 158.6M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $6.7K | $108.3K | |
| Inventory | $4.5K | $3.0K | |
| Prepaid expenses | $14.9K | $27.8K | |
| Deferred offering cost | $113.0K | $60.0K | |
| Note receivable | $106.0K | $100.0K | |
| Total Current Assets | $238.4K | $197.6K | |
| Intangible assets, net of accumulated | $9.2K | ||
| Total Assets | $247.5K | $197.6K | |
| Bank overdraft | $1.3K | ||
| Accounts payable and accrued expenses | $791.4K | $353.1K | |
| Accounts payable and accrued expenses related party | $811.4K | $268.9K | |
| Notes payable | $1.3M | $1.4M | |
| Convertible notes payable, net | $1.2M | $578.7K | |
| Derivative liability | $535.5K | ||
| Total Current Liabilities | $4.6M | $2.6M | |
| Total Liabilities | $4.6M | $2.6M | |
| Preferred stock: 7,000,000 authorized; $0.001 par value, 7,000,000 shares issued and outstanding at December 31, 2025 and 2024 | $7.0K | $7.0K | |
| Common stock: 1,250,000,000 authorized; $0.001 par value, 162,569,807 and 160,512,807 shares issued and outstanding at December 31, 2025 and 2024 | $162.6K | $160.5K | |
| Additional paid in capital | $4.9M | $4.7M | |
| Accumulated deficit | -$9.5M | -$7.3M | |
| Total Stockholders Deficit | -$4.4M | -$2.4M | -$1.5M |
| Total Liabilities and Stockholders Deficit | $247.5K | $197.6K | |
| Preferred stock, authorized (in Shares) | 7.0M shares | 7.0M shares | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares issued (in Shares) | 7.0M shares | 7.0M shares | |
| Preferred stock, shares outstanding (in Shares) | 7.0M shares | 7.0M shares | |
| Common stock authorized (in Shares) | 1.2B shares | 1.2B shares | |
| Common stock par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares issued (in Shares) | 162.6M shares | 160.5M shares | |
| Common stock, shares outstanding (in Shares) | 162.6M shares | 160.5M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $6.7K | $108.3K | |
| Inventory | $4.5K | $3.0K | |
| Prepaid expenses | $14.9K | $27.8K | |
| Deferred offering cost | $113.0K | $60.0K | |
| Note receivable | $106.0K | $100.0K | |
| Total Current Assets | $238.4K | $197.6K | |
| Intangible assets, net of accumulated | $9.2K | ||
| Total Assets | $247.5K | $197.6K | |
| Bank overdraft | $1.3K | ||
| Accounts payable and accrued expenses | $791.4K | $353.1K | |
| Accounts payable and accrued expenses related party | $811.4K | $268.9K | |
| Notes payable | $1.3M | $1.4M | |
| Convertible notes payable, net | $1.2M | $578.7K | |
| Derivative liability | $535.5K | ||
| Total Current Liabilities | $4.6M | $2.6M | |
| Total Liabilities | $4.6M | $2.6M | |
| Preferred stock: 7,000,000 authorized; $0.001 par value, 7,000,000 shares issued and outstanding at December 31, 2025 and 2024 | $7.0K | $7.0K | |
| Common stock: 1,250,000,000 authorized; $0.001 par value, 162,569,807 and 160,512,807 shares issued and outstanding at December 31, 2025 and 2024 | $162.6K | $160.5K | |
| Additional paid in capital | $4.9M | $4.7M | |
| Accumulated deficit | -$9.5M | -$7.3M | |
| Total Stockholders Deficit | -$4.4M | -$2.4M | -$1.5M |
| Total Liabilities and Stockholders Deficit | $247.5K | $197.6K | |
| Preferred stock, authorized (in Shares) | 7.0M shares | 7.0M shares | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares issued (in Shares) | 7.0M shares | 7.0M shares | |
| Preferred stock, shares outstanding (in Shares) | 7.0M shares | 7.0M shares | |
| Common stock authorized (in Shares) | 1.2B shares | 1.2B shares | |
| Common stock par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares issued (in Shares) | 162.6M shares | 160.5M shares | |
| Common stock, shares outstanding (in Shares) | 162.6M shares | 160.5M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$2.2M | -$3.0M |
| Stock issued for services | $226.4K | $317.8K |
| Stock issued for research and development | $100.8K | |
| Stocks issued for inducements | $1.0M | |
| Stock warrants issued for finance cost | $677.1K | |
| Gain on sale of subsidiary | -$203.3K | |
| Amortization of debt discount | $796.3K | $15.0K |
| Loss on extinguishment of debt | $117.2K | |
| Change in fair value of derivative liability | -$535.3K | |
| Inventory | -$1.5K | -$3.0K |
| Note Receivable | -$6.0K | |
| Prepaid expenses | $12.9K | -$23.6K |
| Unearned fee | -$50.0K | |
| Accounts payable and accrued liabilities | $464.7K | $316.2K |
| Accounts payable and accrued liabilities related party | $516.9K | $205.1K |
| Net Cash Used in Operating Activities | -$644.8K | -$660.3K |
| Purchase of intellectual property | -$9.2K | |
| Net Cash Used in Investing Activities | -$9.2K | |
| Deferred offering cost | -$53.0K | -$60.0K |
| Proceeds from related party | $61.0K | $5.0K |
| Repayments to related party | -$12.1K | |
| Proceeds from convertible notes payable - net | $750.0K | $618.7K |
| Repayment of convertible note and guaranteed interest | -$55.0K | |
| Repayment of note payable | -$100.0K | |
| Cash advance from investor | $50.0K | |
| Increase in bank overdraft | $1.3K | |
| Net Cash Provided by Financing Activities | $647.3K | $558.7K |
| Net change in cash | -$6.7K | -$101.6K |
| Cash paid for interest | $12.8K | $5.0K |
| Original issuance debt and guaranteed interest as debt discount | $15.0K | |
| Derivative liability recognized as debt discount | $953.6K | |
| Note receivable acquired in exchange with sale of subsidiary | $100.0K | |
| Derivative liability recognized in connection with extinguishment of debt | $117.2K |
No quarter-by-quarter statement was filed.
What it owns
What LUDWIG ENTERPRISES, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $9.2K4 Dec 31, 2025 |
Inventory
Properties, in its own words
We own no real property interest. The Company leases a small office that is sufficient for our current operations at a monthly rental of $100. We intend to lease additional office space as our needs require.
Item 2 of the 10-K filed Mar 16, 2026.3
Leadership
Who has led LUDWIG ENTERPRISES, INC., and when. Pick a name to see everywhere that person has worked.
Chief executive
- Chief executive officerCharles T. Todd Jr. May 20, 2025 to now10
Board members and other officers (2)
- Board memberCharles T. Todd Jr. May 20, 2025 to now10
- Board memberGarth Lees-Rolfe Jun 26, 2025 to now11
Timeline
- Oct 6, 20268-K Change of auditor12
- Feb 11, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares13
- Oct 1, 20258-K Executive or director change14
- Sep 8, 20258-K Executive or director change15
- Jul 30, 20258-K Executive or director change16
- Jun 25, 20258-K Executive or director change17
- Jun 6, 20258-K Executive or director change18
- May 29, 20258-K Regulation FD disclosure19
- May 20, 2025New chief executive Charles T. Todd Jr. becomes CEO10
- May 7, 20258-K Regulation FD disclosure20
- Apr 23, 20258-K Entered a material agreement; Change of auditor; Executive or director change21
- Jan 7, 20258-K Entered a material agreement; Completed an acquisition or sale22
- Sep 24, 20248-K Regulation FD disclosure23
Filings
73 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 17 major events, 3 insider forms, 42 other. The latest 20:
- Oct 6, 20268-K CURRENT REPORT ON FORM 8-K EDGAR
- Aug 14, 2026NT 10-Q FORM 12B-25 - NOTIFICATION OF LATE FILING EDGAR
- May 29, 202610-Q QUARTERLY REPORT EDGAR
- May 15, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- May 1, 20264 PRIMARY DOCUMENT EDGAR
- Apr 2, 2026S-1/A AMENDMENT NO. 3 TO FORM S-1 EDGAR
- Mar 16, 202610-K ANNUAL REPORT EDGAR
- Feb 12, 2026S-1/A AMENDMENT NO. 2 TO FORM S-1 EDGAR
- Feb 11, 20268-K CURRENT REPORT EDGAR
- Nov 12, 202510-Q QUARTERLY REPORT EDGAR
- Oct 14, 2025S-1/A AMENDMENT NO. 1 TO FORM S-1 EDGAR
- Oct 1, 20258-K CURRENT REPORT EDGAR
- Sep 8, 20258-K CURRENT REPORT EDGAR
- Aug 12, 202510-Q QUARTERLY REPORT EDGAR
- Jul 30, 20258-K CURRENT REPORT EDGAR
- Jul 15, 2025DEF 14C INFORMATION STATEMENT EDGAR
- Jun 27, 2025PRE 14C PRELIMINARY INFORMATION STATEMENT EDGAR
- Jun 26, 20253 EDGAR
- Jun 25, 20258-K CURRENT REPORT EDGAR
- Jun 6, 20258-K CURRENT REPORT EDGAR
The 73 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 0 buys and 2 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Apr 29, 2026 | HAUSMAN MARVIN S MD10% owner | Sale | 500,000 | $0.02 | $10.0K | Form 4 |
| Apr 20, 2026 | HAUSMAN MARVIN S MD10% owner | Sale | 1,500,000 | $0.02 | $30.0K | Form 4 |
From Forms 4 filed with the SEC.
SEC filer profile
How LUDWIG ENTERPRISES, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARLUDWIG ENTERPRISES, INC.1
- CIK0001960262
- Employer ID (EIN)61-11334383
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)8071 Services-Medical Laboratories1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address3160 Nw 1 Avenue, Pompano Beach, FL 330641
- Phone786-235-90261
- Shares outstanding167,166,897 as of May 28, 20269
- Public float$9.9M as of Jun 30, 20253
- AuditorStephano Slack LLC, Wayne, Pennsylvania PCAOB ID 3523; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceFeb 15, 20231
- Filings73 in all: 8-K (17), S-1/A (10), 10-Q (8), CORRESP (8), UPLOAD (7), NT 10-Q (4), 10-K (3), 3 (2)1
All 20 form types
PRE 14C (2), S-1 (2), 4 (1), 424B1 (1), 424B2 (1), 8-A12B (1), DEF 14C (1), DEFA14C (1), DRS (1), EFFECT (1), NT 10-K (1), S-8 (1)
- Latest filingsAnnual report (10-K) Mar 16, 2026
Quarterly report (10-Q) May 29, 2026
Latest 8-K (8-K) Oct 6, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.001 | LUDG | NONE |
From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks LUDWIG ENTERPRISES, INC. names in Item 1A of its 10-K filed Mar 16, 2026: 54 risks under these headings, as written.3
- Risks Related to the Company
- We are an early-stage genomics technology and health related Company without any products or services currently available for sale and we may not be able to successfully develop or bring products or services to market.
- Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
- Our principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders
- The report of our independent auditors on our financial statements for the year ended December 31, 2025 and 2024, indicates uncertainty concerning our ability to continue as a going concern and this may impair our ability to raise capital to fund our business.
- We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.
- We will require additional capital to fund our operations and if we do not obtain additional capital, we may be required to scale back, delay or cease our operations.
- We will need additional capital. If additional capital is not available or is available at unattractive terms, we may be forced to delay, reduce the scope of or eliminate our research and development programs, reduce our commercialization efforts or curtail our operations.
- We do not have funds sufficient to conduct our proposed clinical studies to completion.
- The Company has product candidates with very complex and different sales and marketing channels, the development of which will put significant burdens on us and which we may not be able to develop as effectively as competitors.
- We have yet to establish sales, marketing or distribution capabilities, and if we are unable to establish these capabilities, we may not be successful in commercializing our product candidates.
- Our revenue and results of operations may vary on an annual basis.
The other 43 risks
- If we fail to effectively manage our growth, our business will be harmed.
- We are dependent upon our executive officers for future success.
- If we are unable to recruit and retain key personnel, our business may be harmed.
- Significant disruptions of information technology systems or security breaches could adversely affect our operations.
- We process, store and use certain personal information, which subjects us to privacy laws and standards, governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with these privacy laws and standards, regulations, and obligations could subject us to fines, sanctions or litigation, and could potentially damage our brand and reputation and adversely affect our business, financial condition and results of operations.
- Our business plan is not based on independent market studies.
- Our Board of Directors may change our policies without stockholder approval.
- There are limitations of director liability and indemnification of directors, officers and employees.
- We are an emerging growth company and a smaller reporting company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make the Common Stock less attractive to investors.
- Risks Related to Our Business
- We use RNA-based molecular biology in our products and services pipeline and the successful commercialization of these products will depend on public perceptions of RNA-based products.
- If the U. S. Food and Drug Administration (the “FDA”) were to begin actively regulating our tests, we could incur substantial costs and delays associated with trying to obtain premarket clearance or approval and incur costs associated with complying with post-market controls.
- We are in competition with companies that are larger, more established and better capitalized than we are.
- Our mRNA product candidates are based on innovative technologies and any product candidates we develop may be more complex and more difficult to manufacture than initially anticipated. We may encounter difficulties with manufacturing processes, manufacturing at higher volumes, product releases, product shelf life and storage, supply chain management, or shipping for any of our products. If we or any of our third-party vendors encounter such difficulties, our ability to supply commercial products or material for clinical studies could be delayed or stopped.
- The materials used in our diagnostic tests processes and those used to manufacture RNA-based products and our derivative products, such as mRNA genetic microarrays, may become difficult to obtain in the quality or quantity required for our business plans or at the prices that are currently projected.
- We rely on highly specialized equipment and consumables for the production of our derivative products, and any disruption to the supply chain or any malfunction of that equipment may adversely impact our operations.
- If we are unable to develop and later market our products under development in a timely manner or at all, or if competitors develop or introduce similar products that achieve commercialization before our products enter the market, the demand for our products may decrease or the products could become obsolete.
- Our marketing strategies for our products may not be successful.
- Our business may be affected by litigation and government investigations.
- Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand.
- If we are unable to obtain and maintain patent protection for our technology and products, or if any licensors are unable to obtain and maintain patent protection for the technology or products that we may license from them in the future, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully commercialize our technology and products may be adversely affected.
- We may become involved in lawsuits to protect or enforce our patents, which could be expensive, time-consuming and unsuccessful.
- Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.
- Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
- If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
- If we are unable to obtain and maintain protection of our intellectual property, which are costly to maintain, the value of our products may be adversely affected.
- We may not be successful in registering and enforcing our trademarks.
- Risks Related to an Investment in Our Securities
- Persons who purchase shares of our Common Stock may lose their money without us ever being able to develop an active market.
- We are authorized to issue Convertible Preferred Stock without stockholder approval, which could adversely impact the rights of holders of our securities.
- We have outstanding indebtedness pursuant to the Convertible Notes, and default on such Convertible Notes may adversely affect our financial condition and ability to operate our business.
- We may seek capital that may result in stockholder dilution or that may have rights senior to those of our Common Stock.
- Future issuances of debt securities and equity securities could negatively affect the market price of shares of our Common Stock and, in the case of equity securities, may be dilutive to existing stockholders.
- We do not intend to pay dividends on our Common Stock.
- We have broad discretion in the use of funds and may not use them effectively.
- Because our Common Stock is considered a “penny stock,” any investment in our Common Stock is considered to be a high-risk investment and is subject to restrictions on marketability.
- It is possible that our Common Stock will continue to experience volatility in its trading volume and its market price.
- The costs of being a public company could result in us being unable to continue as a going concern.
- Techniques employed by short sellers may drive down the market price of the Common Stock.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the Common Stock and trading volume could decline.
- We may be subject to securities litigation, which is expensive and could divert our management’s attention.
- We may issue preferred stock with terms that could adversely affect the voting power or value of our Common Stock.
- Since we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, stock price appreciation, if any, will be your sole source of gain.
- We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all. Furthermore, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends.
- Our existing stockholders have substantial influence over our Company and their interests may not be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in control of our Company, which could deprive our stockholders of an opportunity to receive a premium for their securities.
Legal proceedings
From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any material litigation or legal proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We currently have no pending legal or administrative proceedings.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
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- 6
- 7
- 8
- 9
- 10
- 11SEC EDGARGarth Lees-Rolfe, Board member
- 12SEC EDGARChange of auditor
- 13
- 14SEC EDGARExecutive or director change
- 15SEC EDGARExecutive or director change
- 16SEC EDGARExecutive or director change
- 17SEC EDGARExecutive or director change
- 18SEC EDGARExecutive or director change
- 19SEC EDGARRegulation FD disclosure
- 20SEC EDGARRegulation FD disclosure
- 21
- 22
- 23SEC EDGARRegulation FD disclosure