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MDXR • CIK 0002001249
Corporate Restructuring and Transition to Franchising During the fiscal year ended March 31, 2026, Medical Exercise Inc. (the "Company," "we," "us," or "our") executed a comprehensive strategic pivot from its legacy direct owner/operator clinic model to an international franchising model. Historically, the Company owned and operated spinal care and back pain clinics—including a trial clinical operation in North Palm Beach, Florida—relying on localized operations, direct property management, and proprietary mechanical spinal strengthening technology. Following a strategic review, management identified significant scaling constraints in the legacy model, including high capital expenditure requirements, localized labor pressures, and high operational friction. Concurrently, management identified accelerating consumer demand within the global preventative health, wellness, and healthy lifespan sectors. To maximize shareholder value and accelerate scalable growth, the Board of Directors authorized the cessation of legacy back pain clinic operations. During the fiscal year, we wound down direct clinical operations, closed the North Palm Beach trial site, and divested our clinical physical assets and treatment equipment. Following this liquidation, the Company transitioned exclusively to an asset-light franchising model under our newly launched flagship brand, OnCore Longevity Centers ("OnCore"). This framework replaces capital-intensive corporate rollouts with a recurring revenue system driven by upfront franchise fees, ongoing technology fees, and royalties tied to franchisee gross sales. Under this restructured framework, Medical Exercise Inc. operates strictly as an intellectual property, technology integration, and franchise support platform. We provide independent franchisees with a turnkey operational blueprint, smart-equipment ecosystems, and artificial intelligence infrastructure. This pivot allows the Company to expand its geographic footprint across North America and international markets with minimal capital requirements, superior operating margins, and a streamlined corporate cost structure. The OnCore Longevity Mission and Brand Philosophy The core of our restructured business model shifts the healthcare paradigm from reactive treatment to proactive prevention. While our legacy business focused on treating existing chronic back and spinal ailments, the OnCore Longevity Centers brand addresses the rapidly growing global health span market. Our corporate mission is to enhance the quality of human life by extending healthy life expectancy, combining data-driven physical conditioning with advanced lifestyle intervention systems to combat functional decline, muscle wasting (sarcopenia), and metabolic degradation. 1 The OnCore brand philosophy is built upon three core operational tenets: ● Evidence-Based Health Span Extension: We focus on expanding health span—the period of life spent free from chronic disease and functional disability. The OnCore environment utilizes scientifically backed modalities to improve biomarkers associated with vitality, bone density, metabolic efficiency, and long-term musculoskeletal health. ● Democratic Accessibility to Longevity Science: Traditional longevity protocols and specialized diagnostics have historically been restricted by cost. The OnCore model centralizes these disciplines into an accessible, retail-centric environment, offering premium results through a transparent, private-pay subscription framework. ● Operational Optimization Through Automation: To eliminate human error, maximize safety, and deliver repeatable results across our franchise network, we embed automation into the client experience. Replacing traditional fitness regimens with algorithmic, digital tracking ensures a consistent standard of precision health management. By positioning OnCore at the intersection of preventative health, technology, and luxury hospitality, we distinguish our centers from traditional fitness clubs and clinical medical offices. The intentionally curated, premium environment fosters customer loyalty, strong subscription retention rates, and a community of clients investing in long-term health. Our Core Demographic: The Expanding 40+ Longevity Market The target demographic for OnCore Longevity Centers comprises individuals aged 40 and older, representing one of the global economy's most economically robust and expanding consumer segments.…