BranchOut Food Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS BRANCHOUT FOOD INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) Assets Current assets: Cash $ 812,007 $ 2,329,452 Accounts receivable, net 1,484,405 418,463 Advances on inventory purchases 621,495 123,792 Inventory 2,066,504 1,930,535 Prepaid expenses and other current assets 476,169 114,372 Total current assets 5,460,580 4,916,614 Property and equipment, net 5,671,124 4,056,299 Right-of-use assets 1,433,625 1,575,497 Other assets 1,267,000 1,267,000 Other receivable, net of current portion 465,017 680,483 Note receivable 359,982 359,982 Total Assets $ 14,657,328 $ 12,855,875 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,348,035 $ 1,194,079 Accrued expenses 1,108,996 333,614 Other current liabilities - 912,000 Convertible notes payable, related parties, net of discounts - 3,333,413 Equipment notes payable, current portion 352,881 251,647 Notes payable, related parties 500,000 2,760,000 Notes payable, current portion 500,000 2,760,000 Finance lease liability, current portion 31,746 29,243 Total current liabilities 3,341,658 8,813,996 Notes payable 34,500 34,500 Equipment notes payable, net of current portion 1,147,119 - Convertible notes payable, related parties, net of discounts 3,350,782 - Operating lease liability, net of current portion 1,603,952 1,573,035 Finance lease liability, net of current portion 66,552 92,761 Total Liabilities 9,544,563 10,514,292 Stockholders’ Equity: Preferred stock, $ 0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding - - Common stock, $ 0.001 par value, 80,000,000 shares authorized; 12,234,478 and 8,424,600 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 12,234 8,425 Additional paid-in capital 26,738,625 19,903,796 Accumulated other comprehensive income (loss) 18,053 ( 8,581 ) Accumulated deficit ( 21,656,147 ) ( 17,562,057 ) Total Stockholders’ Equity 5,112,765 2,341,583 Total Liabilities and Stockholders’ Equity $ 14,657,328 $ 12,855,875 See accompanying notes to financial statements. 3 BRANCHOUT FOOD INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) 2025 2024 2025 2024 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net revenue $ 3,220,027 $ 2,181,495 $ 9,713,287 $ 5,011,497 Cost of goods sold 2,650,477 1,845,155 7,984,763 4,242,810 Gross profit (loss) 569,550 336,340 1,728,524 768,687 Operating expenses: General and administrative 897,512 316,688 2,204,559 666,600 Salaries and wages 422,069 309,433 1,172,474 1,257,316 Professional fees 248,640 369,525 806,736 1,064,567 Shipping and handling to customers 156,961 118,252 421,313 311,073 Advertising and promotions 271,872 125,597 579,507 223,801 Total operating expenses 1,997,054 1,239,495 5,184,589 3,523,357 Operating loss ( 1,427,504 ) ( 903,155 ) ( 3,456,065 ) ( 2,754,670 ) Other income (expense): Interest income 3,916 2,882 15,652 8,577 Interest expense ( 148,964 ) ( 370,532 ) ( 653,677 ) ( 518,233 ) Total other income (expense) ( 145,048 ) ( 367,650 ) ( 638,025 ) ( 509,656 ) Net loss $ ( 1,572,552 ) $ ( 1,270,805 ) $ ( 4,094,090 ) $ ( 3,264,326 ) Other comprehensive income (loss): Gain (loss) on foreign currency translation $ ( 2,129 ) $ ( 1,852 ) $ 26,634 $ ( 1,794 ) Net other comprehensive loss $ ( 1,574,681 ) $ ( 1,272,657 ) $ ( 4,067,456 ) $ ( 3,266,120 ) Weighted average common shares outstanding - basic and diluted 11,514,580 6,651,065 9,983,453 5,015,563 Net loss per common share - basic and diluted $ ( 0.14 ) $ ( 0.19 ) $ ( 0.41 ) $ ( 0.65 ) See accompanying notes to financial statements. 4 BRANCHOUT FOOD INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Shares Amount Shares Amount Capital Payable Income Deficit Equity For the Three Months Ended September 30, 2025 Preferred Stock Common Stock Additional Paid-In Subscriptions Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Payable Income (Loss) Deficit Equity Balance, June 30, 2025 - $ - 10,719,769 $ 10,720 $ 23,595,303 $ - $ 20,182 $ ( 20,083,595 ) $ 3,542,610 Common stock issued pursuant to ATM program - - 1,300,993 1,301 2,833,660 - - - 2,834,961 Exercise of warrants by note holders - - 213,716 213 213,502 - - - 213,715 Stock options issued for services - - - - 96,160 - - - 96,160 Gain on foreign currency translation - - - - - - ( 2,129 ) - ( 2,129 ) Net loss - - - - - - - ( 1,572,552 ) ( 1,572,552 ) Balance, September 30, 2025 - $ - 12,234,478 $ 12,234 $ 26,738,625 $ - $ 18,053 $ ( 21,656,147 ) $ 5,112,765 For the Three Months Ended September 30, 2024 Preferred Stock Common Stock Additional Paid-In Subscriptions Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Payable Income (Loss) Deficit Equity Balance, June 30, 2024 - $ - 6,009,671 $ 6,010 $ 16,781,060 $ - $ 58 $ ( 14,804,062 ) $ 1,983,066 Common stock issued pursuant to secondary public offering - - 222,500 223 163,537 - - - 163,760 Common stock issued for services - - 692,429 692 524,308 - - - 525,000 Stock options issued for services - - - - 14,565 - - - 14,565 Common stock warrants granted to note holders pursuant to debt financing - - - - 20,958 - - - 20,958 Fair value adjustment on amended warrants - - - - 89,949 - - - 89,949 Loss on foreign currency translation - - - - - - ( 1,852 ) - ( 1,852 ) Net loss - - - - - - - ( 1,270,805 ) ( 1,270,805 ) Balance, September 30, 2024 - $ - 6,924,600 $ 6,925 $ 17,594,377 $ - $ ( 1,794 ) $ ( 16,074,867 ) $ 1,524,641 See accompanying notes to financial statements. 5 For the Nine Months Ended September 30, 2025 Preferred Stock Common Stock Additional Paid-In Subscriptions Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Payable Income (Loss) Deficit Equity Balance, December 31, 2024 - $ - 8,424,600 $ 8,425 $ 19,903,796 $ - $ ( 8,581 ) $ ( 17,562,057 ) $ 2,341,583 Common stock issued pursuant to ATM program - - 2,421,415 2,421 5,239,988 - - - 5,242,409 Exercise of Kaufman Kapital convertible debt warrants - - 1,000,000 1,000 999,000 - - - 1,000,000 Exercise of warrants by note holders - - 388,463 388 386,485 - - - 386,873 Fair value adjustment on amended warrant - - - - 32,099 - - - 32,099 Stock options issued for services - - - - 177,257 - - - 177,257 Gain on foreign currency translation - - - - - - 26,634 - 26,634 Net loss - - - - - - - ( 4,094,090 ) ( 4,094,090 ) Balance, September 30, 2025 - $ - 12,234,478 $ 12,234 $ 26,738,625 $ - $ 18,053 $ ( 21,656,147 ) $ 5,112,765 For the Nine Months Ended September 30, 2024 Preferred Stock Common Stock Additional Paid-In Subscriptions Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Payable Income (Loss) Deficit Equity Balance, December 31, 2023 - $ - 4,044,252 $ 4,044 $ 15,016,973 $ - $ - $ ( 12,810,541 ) $ 2,210,476 Balance - $ - 4,044,252 $ 4,044 $ 15,016,973 $ - $ - $ ( 12,810,541 ) $ 2,210,476 Common stock issued pursuant to secondary public offering - - 1,972,500 1,973 1,162,712 - - - 1,164,685 Common stock issued for services - - 907,848 908 814,177 - - - 815,085 Stock options issued for services - - - - 408,700 - - - 408,700 Common stock warrants granted to note holders pursuant to debt financing - - - - 101,866 - - - 101,866 Fair value adjustment on amended warrants - - - - 89,949 - - - 89,949 Loss on foreign currency translation - - - - - - ( 1,794 ) - ( 1,794 ) Net loss - - - - - - - ( 3,264,326 ) ( 3,264,326 ) Balance, September 30, 2024 - $ - 6,924,600 $ 6,925 $ 17,594,377 $ - $ ( 1,794 ) $ ( 16,074,867 ) $ 1,524,641 Balance - $ - 6,924,600 $ 6,925 $ 17,594,377 $ - $ ( 1,794 ) $ ( 16,074,867 ) $ 1,524,641 See accompanying notes to financial statements. 6 BRANCHOUT FOOD INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, 2025 2024 Cash flows from operating activities Net loss $ ( 4,094,090 ) $ ( 3,264,326 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 459,166 173,285 Provision for prepaid inventory 75,600 - Amortization of debt discounts 17,369 242,630 Fair value adjustment on amended warrant 32,099 89,949 Common stock issued for services - 290,085 Options and warrants issued for services 177,257 408,700 Decrease (increase) in assets: Accounts receivable ( 1,065,942 ) ( 305,011 ) Advances on inventory purchases ( 573,303 ) ( 337,945 ) Inventory ( 135,969 ) ( 507,220 ) Prepaid expenses and other current assets ( 361,797 ) ( 101,470 ) Right-of-use asset 141,872 106,957 Other long term asset and receivable 215,466 ( 520,411 ) Increase (decrease) in liabilities: Accounts payable 153,956 443,351 Accounts payable, related parties - - Accrued expenses ( 136,618 ) 27,092 Operating lease liability 30,917 ( 4,715 ) Net cash used in operating activities ( 5,064,017 ) ( 3,259,049 ) Cash flows from investing activities Purchase of property and equipment ( 573,991 ) ( 2,120,337 ) Payments received on notes receivable - 24,646 Net cash used in investing activities ( 573,991 ) ( 2,095,691 ) Cash flows from financing activities Payment of deferred offering costs ( 22,660 ) ( 413,315 ) Repayment of equipment notes payable ( 251,647 ) ( 325,102 ) Proceeds received on notes payable, related parties - 2,616,210 Proceeds received on convertible notes payable, related parties - 1,925,000 Repayment on notes payable, related parties ( 2,260,000 ) ( 115,000 ) Principal payments on finance lease ( 23,706 ) ( 22,855 ) Proceeds from sale of common stock pursuant to ATM program 5,265,069 2,103,000 Proceeds from exercise of warrants 1,386,873 - Net cash provided by financing activities 4,093,929 5,767,938 Effect of exchange rate changes on cash 26,634 ( 1,794 ) Net increase (decrease) in cash ( 1,517,445 ) 411,404 Cash - beginning of period 2,329,452 657,789 Cash - ending of period $ 812,007 $ 1,069,193 Supplemental disclosures: Interest paid $ 253,578 $ 126,979 Income taxes paid $ - $ - Non-cash investing and financing transactions: Equipment purchased with debt financing $ 1,500,000 $ 500,000 Relative fair value of warrants issued as a debt discount $ - $ 101,866 Initial recognition of right-of-use assets and lease liabilities $ - $ 1,943,358 See accompanying notes to financial statements. 7 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 – Organization and Background Nature of Business BranchOut Food Inc., a Nevada corporation, together with its Peruvian subsidiary (collectively, “BranchOut,” the “Company,” “we,” “our” or “us”), is engaged in the development, marketing, sale and distribution of plant-based, dehydrated fruit and vegetable snacks and powders manufactured at a 50,000 square foot production facility leased by the Company in Pisco, Peru. In April 2024, we formed BranchOut Food Sucursal Peru, our Peruvian wholly-owned subsidiary, to operate our production facility in Pisco Peru, which commenced operations in December 2024. Our products are produced using our advanced dehydration platform licensed exclusively from EnWave Corporation (“EnWave”) to create our private label, branded, and bulk wholesale products. We use proprietary GentleDry™ Technology optimized to preserve taste, texture, color, and nutrients. Our GentleDry™ Technology is protected by over 17 patents. Prior to operating our production facility, we relied on contract manufacturers. Company Realignment Beginning April 2024, the Company initiated an organizational realignment to expand manufacturing operations by opening and operating a factory in Pisco, Peru. This large-scale initiative aligned the Company’s resources, strategies, and goals with our desired outcomes. Through September 30, 2025, we have incurred total aggregate costs of approximately $ 6.4 million related to this initiative, consisting of (i) approximately $ 5.1 million in factory start-up costs including purchasing equipment, build-out, and supplies for the new facility and (ii) approximately $ 1.3 million in factory idle capacity, professional fees, legal fees, and travel costs. For the nine months ended September 30, 2025, we incurred approximately $ 1.5 million of realignment costs comprised of: $ 573,991 for capitalized machinery and equipment, $ 848,906 for factory idle capacity, $ 29,652 for travel costs and $ 88,016 for professional and legal fees. For the nine months ended September 30, 2024, we incurred approximately $ 2.4 million of realignment costs comprised of: $ 2.1 million for capitalized machinery and equipment, $ 45,601 for travel costs and $ 263,916 for professional and legal fees. 8 Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Accounting The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of September 30, 2025, the results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2024 was derived from our audited financial statements. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the year ended December 31, 2024, which were included in our Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2025: Name of Entity Jurisdiction Relationship BranchOut Food Inc. (1) Nevada, U.S. Parent BranchOut Food Sucursal Peru (2) Peru Subsidiary (1) Holding company in the form of a corporation. (2) Peruvian wholly-owned subsidiary of BranchOut Food Inc. established on April 26, 2024 in the form of a branch. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon. Going Concern As shown in the accompanying condensed consolidated financial statements, as of September 30, 2025, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 21,656,147 , with positive working capital of $ 2,118,922 , which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers and continues to expand the Company’s product mix to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute to achieving profitability. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Segment Reporting Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has two components, consisting of its sales operations in the United States, and its production operations in Peru. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on these two operating segments for the manufacture and distribution of its products. 9 Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no cash equivalents on hand on September 30, 2025 or December 31, 2024. Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , under current regulations. The Company had $ 424,706 and $ 1,555,223 in excess of FDIC insured limits on September 30, 2025 and December 31, 2024, respectively, and has not experienced any losses in such accounts. Research and Development We operate in a fast-moving category shaped by shifting consumer preferences, requiring continuous innovation and new product development. To support this, we rely on our proprietary GentleDry™ Technology, an advanced dehydration platform licensed exclusively from EnWave Corporation. We expect to continue investing in R&D as we scale our GentleDry™ product portfolio and bring new, innovative offerings to market that align with evolving consumer needs. Research and development costs include salaries, building costs, utilities, administrative expenses and other corporate costs. For the nine months ending September 30, 2025, our research and development expenses totaled $ 208,265 , compared to $ 14,348 for the same period in 2024. Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Schedule of Estimated Useful Lives Office equipment 3 years Furniture and fixtures 5 years Equipment and machinery 5 - 10 years Leasehold Improvements 15 years 10 Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks. Derivatives The Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Cost of Goods Sold Cost of goods sold includes the direct costs associated with the purchase, production and manufacturing of the Company’s products. Production costs are primarily calculated from direct raw materials, labor, and variable manufacturing costs. We determine manufacturing overhead by applying a predetermined rate based on actual machine hours used in production. Overhead costs include factory rent, utilities, depreciation, and other factory-related expenses, allocated to products based on the factory’s capacity and actual machine hours incurred during production. We analyze factory capacity to establish a normal level of production, which serves as the basis for allocating manufacturing overhead costs. This approach ensures that our overhead costs are systematically and consistently allocated to inventory. Advertising and Promotions Costs The Company incurs advertising and promotional expenses related to demos with customers, trade shows, and promotional allowances. Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses were $ 579,507 and $ 223,801 for the nine months ending September 30, 2025 and 2024, respectively. 11 Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company incurred stock-based compensation in the amount of $ 177,257 and $ 698,785 for the nine months ended September 30, 2025 and 2024, respectively. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. Recently Adopted Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “S egment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. ” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU No. 2023-07 during the year ended December 31, 2024. See Note 17 “ Segment Reporting ” in the accompanying Notes to the Consolidated Financial Statements for additional information. Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures” . The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance. In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01, “ Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements. In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) which provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606. ASU 2025-05 will be adopted prospectively and will be effective for the Company beginning January 1, 2026, including interim periods in 2026, with early adoption permitted. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements. 12 Note 3 – Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer . Under ASC 606, the Company recognizes revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses in the statement of operations. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time. The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2025 and 2024: Schedule of Revenue For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenue $ 3,269,989 $ 2,258,468 $ 9,932,309 $ 5,181,132 Less: slotting, discounts, and allowances 49,962 76,973 219,022 169,635 Net revenue $ 3,220,027 $ 2,181,495 $ 9,713,287 $ 5,011,497 Note 4 – Inventories The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients developed at its production facility in Peru and purchased products from contract-manufacturers in Chile and/or Peru. Raw materials consist of purchased fruits and vegetables and packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Manufacturing overhead costs are allocated to work in progress based on the factory’s normal capacity and actual machine hours incurred during production. Overhead costs include indirect labor, factory rent, utilities, depreciation, and other factory-related expenses. Costs such as packaging, tariffs, and inbound freight are included in finished goods inventory as they are necessary to bring products to their final condition and location for sale. Inventory, consisting of raw materials, work in progress and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, and consisted of the following as of September 30, 2025 and December 31, 2024: Schedule of Inventory September 30, 2025 December 31, 2024 Raw materials $ 371,481 $ 464,681 Work in progress 827,554 - Finished goods 867,469 1,465,854 Total inventory 2,066,504 1,930,535 The Company secures raw materials with advances of up to 50 %. The Company had prepaid inventory advances on product in the amounts of $ 621,495 and $ 123,792 as of September 30, 2025 and December 31, 2024, respectively. 13 Note 5 – Accounts Receivable, Net Accounts receivable are stated at their estimated net realizable value. The Company evaluates the collectability of trade receivables on an ongoing basis and establishes an allowance for doubtful accounts as needed based on a combination of factors, including historical collection experience, the financial condition of customers, specific account reviews, and current economic conditions. Management believes the allowance for doubtful accounts is adequate to cover expected credit losses. The allowance for doubtful accounts was $ 25,586 at both September 30, 2025 and December 31, 2024. The Company had certain customers whose revenue or accounts receivable balances individually represented 10% or more of total net revenue or total accounts receivable, respectively. For the nine months ended September 30, 2025, three customers accounted for approximately 96% of net revenue and 97% of accounts receivable as of period-end. For the nine months ended September 30, 2024, two customers accounted for approximately 99% of net revenue and 97% of accounts receivable as of period-end. Note 6 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of September 30, 2025 and December 31, 2024: Schedule of Prepaid Expenses And Other Current Assets September 30, 2025 December 31, 2024 Prepaid insurance costs $ 6,279 $ 21,736 Prepaid advertising and trade show fees 10,423 14,944 Prepaid professional fees & license fees 11,500 27,369 Prepaid software service 22,458 - Prepaid taxes 36,083 - Miscellaneous prepaid expenses 13,945 19,583 Interest receivable 38,818 30,740 Miscellaneous receivable 9,883 - VAT tax receivable 326,780 - Total prepaid expenses and other current assets $ 476,169 $ 114,372 Note 7 – Property and Equipment Property and equipment as of September 30, 2025 and December 31, 2024 consisted of the following: Schedule of Property and Equipment September 30, 2025 December 31, 2024 Leasehold Improvements $ 179,127 $ 127,408 Machinery and equipment 6,330,927 4,316,964 Office Furniture, fixtures and equipment 144,478 136,169 Less: Accumulated depreciation ( 983,408 ) ( 524,242 ) Total property and equipment, net $ 5,671,124 $ 4,056,299 Depreciation of property and equipment was $ 459,166 and $ 173,285 for the nine months ended September 30, 2025, and 2024, respectively. The Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as an operating lease (see Note 11). The lease includes a purchase option that allows the Company to acquire the facility at the end of the lease term. During 2024, the landlord of this facility entered bankruptcy proceedings. To protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its contractual purchase option under the lease. Management currently intends to acquire ownership of the facility either (i) through the landlord’s bankruptcy settlement process or (ii) by exercising the purchase option at the end of the lease term, although there can be no assurance that the Company will be successful in this regard. The Company accounts for the facility as a leased asset. The first mortgage position is included on the balance sheet in other assets of $ 1,267,000 as of September 30, 2025 and December 31, 2024. The Company capitalizes leasehold improvements related to the buildout of the facility, which expanded the Company’s production capacity. 14 Note 8 – Other Assets and Other Receivable Other Assets The Company has other assets of $ 1,267,000 as of September 30, 2025, and December 31, 2024, consisting of the first mortgage position on the production facility it leases in Pisco, Peru (the “FPM”), which the Company acquired to protect its long-term strategic interests (see Note 11). During 2024, the landlord of the leased facility entered bankruptcy proceedings. On May 10, 2024, the Company made the first payment of $ 275,000 toward the FPM. The FPM is secured by the facility in Peru. Payments were made in various installments totaling $ 355,000 as of December 31, 2024, and $ 912,000 during the nine months ended September 30, 2025. Other Receivable The Company’s Peruvian operations are subject to an 18 % value-added tax (“VAT”) or (“Impuesto General a las Ventas” or “IGV”) on substantially all purchases and exports of goods and services. IGV paid on purchases can be offset against IGV collected on exports, with the net amount either remitted to, or recovered from, the Peruvian tax authority (SUNAT), as applicable. This receivable is recoverable through future offsets of IGV payable or, in certain circumstances, through a refund claim. IGV does not represent an expense of the Company when recoverable and is recorded as an asset until applied or refunded. As of September 30, 2025, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting in a net IGV receivable of $ 791,797 , of which $ 326,780 is classified in Other Current Assets (see Note 6). The Company has received payments from SUNAT, in the amount of $ 392,173 . Note 9 – Notes Receivable Nanuva Note Receivable On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”), in which the Company loaned $ 500,000 to Nanuva (“Advance Payment”) to help finance the capital investment needed for Nanuva to purchase two Enwave Rev 10 machines to be used in servicing the Company’s manufacturing needs. The MDA expires on May 31, 2027 , with automatic annual renewals thereafter, unless it is terminated in accordance with the terms of the MDA. The note bears interest at 3 % per annum on the outstanding principal. The Advance Payment is collateralized by a second lien in the equipment. The Company has commenced negotiations with Nanuva to recover the two Enwave Rev 10 Machines and terminate the MDA. On February 4, 2024, the Company and Nanuva entered into an amendment to the MDA which extended the date on which Nanuva is required to make the first minimum contractual annual payment to September 30, 2024. Repayments are based on kilograms produced by Nanuva for the Company, or a minimum of $ 12,000 per contractual year. In April 2024 the Company advanced Nanuva $ 75,600 for inventory orders which were not fulfilled. The Company currently manufactures all of its products at its facility in Pisco, Peru and does not anticipate utilizing Nanuva in the future for third-party manufacturing. The Company maintains an allowance for doubtful accounts for the prepaid inventory in the amount of $ 75,600 . As of September 30, 2025, a total of $ 398,800 was outstanding from Nanuva, consisting of $ 359,982 of principal and $ 38,818 of unpaid interest. The Company has been repaid $ 156,241 of the Advance Payment as a reduction of inventory costs, consisting of $ 140,018 of principal and $ 16,223 of interest. The Note Receivable is current with the next $ 12,000 minimum contractual annual payment due by January 31, 2026. 15 Note 10 – Accrued Expenses Accrued expenses consisted of the following as of September 30, 2025 and December 31, 2024, respectively: Schedule of Accrued Expenses September 30, 2025 December 31, 2024 Accrued payroll and taxes $ 304,635 $ 82,338 Accrued interest 606,339 210,783 Accrued chargebacks 12,515 26,663 Accrued demos 102,017 - Accrued royalties 83,490 13,830 Total accrued expenses $ 1,108,996 $ 333,614 Note 11 – Leases Equipment Lease The Company has financed production equipment with an acquisition cost of approximately $ 168,141 under a finance lease with a five-year term and a bargain purchase price of $ 1.00 at the end of the lease term. The finance lease commenced on May 9, 2023, and expires on May 31, 2028 , with monthly lease payments of $ 3,657 commencing June 1, 2023, and a pre-funding and acceptance fee of $ 18,079 , subject to the ASU 2016-02. As the Company’s lease does not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Peru Facility Lease On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December of 2024. The lease of the Peru Facility requires monthly lease payments of $ 8,000 in the first two years of the lease, $ 20,000 in the third year of the lease, $ 22,000 in the fourth year of the lease, $ 24,000 in the fourth year of the lease, and $ 25,000 thereafter. The lease also has a 10 -year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $ 1,865,456 . In connection with the lease of the Peru Facility, the Company purchased a first position mortgage receivable in the amount of $ 1,267,000 , which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $ 1,267,000 , of which payments were made in various installments totaling $ 355,000 as of December 31, 2024 and $ 912,000 during the nine months ended September 30, 2025. The components of lease expense were as follows: Schedule of Components of Lease Expenses 2025 2024 For the Nine Months Ended September 30, 2025 2024 Operating lease cost: Amortization of right-of-use asset $ 116,039 $ 80,973 Interest on lease liability 30,695 35,284 Total operating lease cost 146,734 116,257 Finance lease cost: Amortization of right-of-use asset $ 25,833 $ 25,985 Interest on lease liability 9,209 10,059 Total finance lease cost 35,042 36,044 Total lease costs $ 181,776 $ 152,301 16 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases September 30, 2025 December 31, 2024 Operating lease: Operating lease assets $ 1,327,997 $ 1,44,036 Current portion of operating lease liability $ - - Noncurrent operating lease liability 1,603,952 1,573,035 Total operating lease liability $ 1,603,952 $ 1,573,035 Finance lease: Finance lease assets $ 105,627 $ 131,461 Current portion of finance lease liability $ 31,746 29,243 Noncurrent finance lease liability 66,552 92,761 Total finance lease liability $ 98,298 $ 122,004 Weighted average remaining lease term: Operating lease 9.73 years 9.86 years Finance lease 2.43 years 3.13 years Weighted average discount rate: Operating lease 9 % 9 % Finance lease 11 % 11 % Supplemental cash flow and other information related to finance leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Finance Leases 2025 2024 For the Nine Months Ended September 30, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows (provided by) used for operating leases $ ( 30,917 ) $ 4,715 Finance cash flows used for finance leases $ 23,706 $ 22,855 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - $ 1,943,358 Total finance lease liabilities $ - $ 168,320 The future minimum lease payments due under operating leases as of September 30, 2025, is as follows: Schedule of Future Minimum Operating Lease Payments Year Ending Minimum Lease December 31, Commitments 2025 (for the three months remaining) $ 24,000 2026 192,000 2027 256,000 2028 280,000 2029 296,000 Thereafter 1,300,000 Total minimum lease payments 2,348,000 Less effects of discounting 744,048 Lease liability recognized 1,603,952 Less current portion - Long-term operating lease liability $ 1,603,952 17 The future minimum lease payments due under finance leases as of September 30, 2025, is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2025 (for the three months remaining) $ 7,314 2026 43,886 2027 43,886 2028 18,286 Total minimum lease payments 113,372 Less effects of discounting 15,074 Lease liability recognized 98,298 Less current portion 31,746 Long-term finance lease liability $ 66,552 Note 12 – Debt Kaufman Convertible Notes Payable, Related Party On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12 % Senior Secured Convertible Promissory Note in the principal amount of up to $ 3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common stock at a fixed price of $ 0.7582 per share of common stock, a (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $ 1.00 per share (the “$ 1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $ 1.50 per share (the “$ 1.50 Warrant” and, together with the $ 1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $ 2,000,000 (the “Initial Loan”) made to the Company under the Convertible Note, subject to the terms and conditions thereof. On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC (“Kaufman Kapital”) entered into an amendment to the SPA, which among other things, replaced Mr. Kaufman with Kaufman Kapital as the “Investor” under the SPA. The Convertible Note matures on the earlier of (i) December 31, 2025 , (ii) the sale by the Company of $ 5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial rate of 12 % per annum, and together with accrued principal are convertible into common stock. On July 24, 2024 the, the Initial Loan payment of $ 2,000,000 was made to the Company under the Convertible Note, and on December 9, 2024, Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $ 1,400,000 . On June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant Exercise Agreement”), pursuant to which Kaufman Kapital exercised in full the $ 1.00 Warrant on June 4, 2025 for a cash payment to the Company of $ 1,000,000 . In addition, pursuant to the Warrant Exercise Agreement, Kaufman Kapital and the Company agreed (i) to extend the expiration date of the $ 1.50 Warrant to December 31, 2026 , (ii) to extend the maturity date of the Convertible Note to December 31, 2026 , (iii) to extend the maturity date of the Senior Secured Promissory Note of the Company in the original principal amount of $ 1,200,000 , issued to Kaufman on August 29, 2024 (the “Secured Note”) to December 31, 2025, (iv) that the Company will not make any prepayment under the Convertible Note at any time amounts are outstanding under the Secured Note or any other non-convertible notes of the Company (excluding notes issued pursuant to equipment financing), and (v) that the Company will not prepay more than $2,400,000 of principal outstanding under the Convertible Note prior to September 30, 2026. The amendment to the $1.50 Warrant resulted in $32,099 of additional interest expense. 18 The Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security Agreement”). In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature. In accordance with ASC 470, the Company recorded total discounts of $ 95,958 , consisting of $ 75,000 of legal fees and $ 20,958 related to the relative fair value of the Warrants. The discounts are amortized to interest expense over the term of the loan using the effective interest method. As of September 30, 2025, a total of $ 49,217 of unamortized debt discounts are expected to be expensed over the remaining life of the loan. Kaufman Senior Secured Promissory Note, Related Party On August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note that, as amended, matures on December 31, 2025 . The loan under the Secured Note bears interest at a rate of 15 % per annum. The Company’s obligations under the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement. In addition, the Secured Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature. On May 7, 2025, and September 30, 2025 the Company repaid $ 325,000 and $ 375,000 of principal on the Secured Note. The principal outstanding under the Secured Note is $ 500,000 as of September 30, 2025. Eagle Vision Senior Notes and Warrants, Related Party On January 9, 2024 the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Eagle Vision Fund LP., for the sale of Senior Secured Notes (“Senior Secured Notes”) to Purchasers in the aggregate amount of up to $ 400,000 and detachable warrants (the “Warrants”) to purchase in the aggregate up to 100,000 shares of the Company’s common stock at an exercise price of $ 2.00 per share. On April 16, 2024, the Company amended the Subscription Agreement (the “First Amendment”) to complete the sale of $ 225,000 of additional Senior Secured Notes and Warrants to purchase an aggregate of 56,250 shares of the Company’s common stock to Purchasers. On July 30, 2024, the Company repaid an aggregate total of $ 115,000 of principal to Purchasers in settlement of their Senior Secured Notes. The First Amendment incorporates and amends certain provisions of the Subscription Agreement. The First Amendment also (i) increased the aggregate principal amount of the Senior Secured Notes available to be sold from time to time under the Subscription Agreement from $ 400,000 to $ 2,000,000 , (ii) increased the number of shares of common stock of the Company available to be issued under Warrants sold from time to time under the Subscription Agreement from 100,000 to 600,000 , (iii) provides for an aggregate one-time payment in the amount of $ 46,290 to the initial Investors in the Senior Secured Notes and the issuance to them of Warrants to purchase 100,000 shares of common stock, in consideration of their agreement to enter into the First Amendment, and (iv) provided for the payment of up to $ 80,000 to Eagle Vision Fund with the proceeds of notes to be issued by the Company at subsequent closings of sales of Senior Secured Notes and Warrants, in consideration of services rendered and to be rendered by Eagle Vision to holders of the Senior Secured Notes while such notes are outstanding, including acting as collateral agent and due diligence and collateral monitoring services. During the period of May 14, 2024, through May 22, 2024, the Company completed the sale of an aggregate of $ 1,050,000 of Senior Secured Notes and Warrants to purchase an aggregate of 262,500 shares of the Company’s common stock, to a group of investors led by Eagle Vision, an affiliate of John Dalfonsi, a director of the Company and its Chief Financial Officer. To date, in a series of closings pursuant to the Subscription Agreement, including the sales described above, the Company has issued an aggregate $ 1,675,000 of principal pursuant to the Senior Secured Notes (all of which have been repaid as of September 30,2025) and Warrants to purchase an aggregate 518,750 shares of common stock. 19 In connection with the sale of the Purchased Securities to Kaufman Kapital under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the Holders of the Company’s Senior Secured Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $ 2.00 to $ 1.00 , (ii) the outside maturity date of the Senior Secured Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further extension in the event the maturity date of the Convertible Note is extended), (iii) the Company’s obligation to make payments of principal under the Senior Secured Notes held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the Company under such Senior Secured Notes will be due in one lump sum on the maturity date of the Senior Secured Notes, and (iv) the Company’s obligations under the Convertible Note and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the Senior Secured Notes held by the Holders and liens granted to the holders thereof. The amendment warrants resulted in $ 89,949 of additional interest expense. The Senior Secured Notes mature on the earlier of December 31, 2025, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15 % per annum. In addition, the Senior Secured Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s obligations under the Senior Secured Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of the Security Agreement entered into by the Company on January 10, 2024, in favor of holders of the Senior Secured Notes. Each Warrant is exercisable for a 10 -year period at an exercise price of $ 1.00 per share. In accordance with ASC 470, the Company recorded total discounts of $ 339,698 , including $ 80,908 on the relative fair value of the Warrants during the year ended December 31, 2024. The discounts were amortized to interest expense during 2024 using the effective interest method. Eagle Vision has been paid aggregate cash fees in the amount of $ 177,500 from the sales of the Senior Secured Notes in consideration of services rendered and to be rendered by Eagle Vision to the Company and the holders of the Senior Secured Notes, including for conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the Senior Secured Notes, servicing the interest and principal payments for holders of the Senior Secured Notes, engaging in ongoing discussions with the Company’s management regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the Company. The Company has also paid an aggregate of $ 35,000 of the investors’ legal fees from sales of the Senior Secured Notes. During the nine months ended September 30, 2025, the Company repaid $ 1,560,000 of principal outstanding under the Senior Secured Notes. The principal outstanding is $ 0 as of September 30, 2025. During the period ended September 30, 2025, of the 518,750 warrants issued to purchasers of the Senior Secured Notes, warrants were exercised to purchase an aggregate of 307,500 shares of the Company’s common stock at an exercise price of $ 1.00 per share aggregate cash proceeds of $ 307,500 . Notes payable to related parties, consists of the following as of September 30, 2025 and December 31, 2024: Schedule of Notes Payable Related Parties September 30, 2025 December 31, 2024 Total Kaufman Convertible Notes Payable, related party $ 3,400,000 $ 3,400,000 Less: discounts 49,217 66,587 Convertible notes payable, related parties, net of discounts 3,350,782 3,333,413 Less: current maturities - 3,333,413 Convertible notes payable, related parties, less current maturities $ 3,350,782 $ - Total Kaufman Senior Secured Promissory Note, related party 500,000 1,200,000 Total Senior Notes held by Eagle Vision - 1,560,000 Total Senior Notes Payable - 1,560,000 Total notes payable, related parties 500,000 2,760,000 Less: current maturities 500,000 2,760,000 Notes payable, related parties, less current maturities $ - $ - 20 The Company recognized $ 251,636 of interest expense on notes payable, related parties for the nine months ended September 30, 2025. The Company recognized $ 361,096 of interest expense on notes payable, related parties for the nine months ended September 30, 2024, consisting of $ 131,053 of stated interest expense, $ 175,473 of amortized debt discounts and $ 54,570 of amortized debt discounts due to warrants. The Company recognized $ 329,112 of interest expense on convertible notes payable, related parties for the nine months ended September 30, 2025, consisting of $ 311,743 of stated interest expense, $ 13,576 of amortized debt discounts and $ 3,793 of amortized debt discounts due to warrants. EnWave Equipment Promissory Note On May 22, 2023, the Company entered into an equipment purchase agreement with EnWave for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $ 500,000 were paid towards the $ 1,000,000 purchase price on the EnWave Machine, while the $ 500,000 balance due is to be paid in twelve (12) monthly installments of $ 44,424 , bearing interest 12 % per annum, commencing August 1, 2024. On September 16, 2025, the Company and EnWave entered into (i) a Fifth Amendment to License Agreement (the “Amendment”), which amended certain terms of the License Agreement between the Company and EnWave originally dated May 7, 2021 (as amended, the “License Agreement”), and (ii) an Equipment Purchase Agreement (the “Purchase Agreement”). Pursuant to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement. Pursuant to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave for a purchase price of $ 1,500,000 . The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the rate of 8.00 % per annum. SBA EIDL Loan Agreement On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $ 34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75 % per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $ 169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty. 21 The Company has notes payable (in addition to the Senior Secured Notes and the notes payable to Kaufman Kapital described above), consisting of the following as of September 30, 2025, and December 31, 2024: Schedule of Notes Payable September 30, December 31, 2025 2024 EnWave Equipment Loan $ 1,500,000 $ 251,647 SBA EIDL Loan 34,500 34,500 Total notes payable $ 1,534,500 $ 286,147 Less: current maturities 352,881 251,647 Notes payable, less current maturities $ 1,181,619 $ 34,500 The Company recognized $ 16,727 and $ 9,231 of interest expense on these notes payable for the nine months ended September 30, 2025, and 2024, respectively. The Company recognized aggregate interest expense for the nine months ended September 30, 2025, and 2024 respectively, as follows: Schedule of Recognized Interest Expense September 30, September 30, 2025 2024 Interest on convertible notes payable, related parties $ 311,743 $ 45,370 Amortization of debt discounts on related party convertible notes 13,576 9,838 Amortization of debt discounts on related party convertible notes, warrants 3,793 2,749 Amortization of debt discounts on related party convertible notes 3,793 2,749 Interest on notes payable 16,727 9,231 Interest on notes payable, related parties 251,636 131,053 Interest on notes payable 251,636 131,053 Amortization of debt discounts on related party notes - 175,473 Amortization of debt discounts on related party notes, warrants - 54,570 Amortization of debt discounts on related party notes - 54,570 Amended warrant 32,099 89,949 Interest on credit cards 1,714 - Interest on first credit position financing 22,389 - Total interest expense $ 653,677 $ 518,233 Note 13 – Changes in Stockholders’ Equity Preferred Stock The Company has authorized 8,000,000 shares of $ 0.001 par value preferred stock. As of September 30, 2025, none of the preferred stock had been designated or issued. Common Stock The Company has authorized 80,000,000 shares of $ 0.001 par value common stock. As of September 30, 2025, a total of 12,234,478 shares of common stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held. ATM Offerings On October 23, 2024, we entered into an At-The-Market Issuance Sales Agreement (the “2024 ATM Agreement”) with Alexander Capital, L.P., as selling agent (“Alexandar Capital” or the “Sales Agent”), relating to shares of our common stock, par value $ 0.001 per share (“common stock”). In accordance with the ATM Agreement, we were authorized to offer and sell shares of our common stock having an aggregate offering price of up to $ 3,000,000 from time to time through the Sales Agent. On February 18, 2025, we entered into a First Amendment to the ATM Agreement to increase the aggregate offering price of our shares of common stock that we may sell under the 2024 ATM Agreement to up to $ 5,000,000 . The Sales Agent was entitled to commissions of 3.0% of the gross proceeds of the sales of common stock under the 2024 ATM Agreement 22 At the termination of the 2024 ATM Agreement on March 21, 2025, we had sold 2,620,422 shares of common stock through the Sales Agent for aggregate gross proceeds of $ 4,998,249 . Commissions paid to the Sales Agent were $ 149,393 resulting in net proceeds of $ 4,848,856 . On July 29, 2025, we entered into a second ATM Agreement with Alexander Capital (the “2025 ATM Agreement”), on substantially the same terms as the 2024 ATM Agreement, under which we may offer and sell shares of our common stock from time to time through the Sales Agent having an aggregate offering price of up to $ 3,000,000 . At the termination of the 2025 ATM Agreement on September 30, 2025, we had sold 1,300,993 shares of common stock through the Sales Agent for aggregate gross proceeds of $ 2,929,897 . Commissions paid to the Sales Agent were $ 87,885 resulting in net proceeds of $ 2,842,011 . For the period ending September 30, 2025, the Company sold an aggregate of 2,421,415 shares of common stock pursuant to its 2024 and 2025 ATM Agreements through the Sales Agent, resulting in net proceeds of $ 5,239,988 . Exercise of Warrants On February 14, 2025, the Company received aggregate proceeds of $ 38,157 on the exercise of Representative’s Warrants to purchase an aggregate of 39,747 shares of common stock at an exercise price of $ 0.96 per share. On June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at an exercise price of $ 1.00 per share. These warrants were originally issued in connection with the Kaufman Kapital Senior Secured Convertible note. The exercises resulted in aggregate cash proceeds of $ 1,000,000 . During the period ended September 30, 2025, additional Warrants were exercised to purchase an aggregate of 348,716 shares of the Company’s common stock at an exercise price of $ 1.00 per share for aggregate cash proceeds of $ 348,716 . Note 14 – Common Stock Options Stock Incentive Plan Our board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022. The 2022 Equity Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The number of shares reserved for issuance under the 2022 Equity Plan was initially an aggregate of 600,000 shares, as adjusted on June 15, 2023, in connection with the Company’s reverse stock split, subject to annual increases under the plan, resulting in 1,633,000 reserved shares as of September 30, 2025. There were 1,333,470 options with a weighted average exercise price of $ 2.20 per share, and a weighted average remaining life of approximately 8.76 years, outstanding as of September 30, 2025. Common Stock Options Issued for Services Pursuant to the Company’s 2022 Equity Incentive Plan On February 13, 2025, the Company granted options to purchase 10,000 shares of the Company’s common stock, having an exercise price of $ 2.50 per share, exercisable over a 10 -year term, to a new employee. The options will vest quarterly over three years from the date of grant. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 43 % and a call option value of $ 1.2384 , was $ 12,384 . On April 11, 2025, the Company granted options to purchase 30,000 shares of the Company’s common stock, having an exercise price of $ 1.93 per share, exercisable over a 10 -year term, to one of the Company’s directors. The options vested immediately. The estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 46 % and a call option value of $ 0.8765 , and an expected term of 5 years, was $ 26,294 . On April 14, 2025, the Company granted options to purchase an aggregate 90,000 shares of the Company’s common stock, consisting of options to purchase 15,000 shares to each of six directors, having an exercise price of $ 1.94 per share, exercisable over a 10 -year term, including options to purchase 15,000 shares issued to each of the Company’s CEO and CFO in consideration of their services as directors. The options vest monthly over six months following the issuance date. The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 46 % and a call option value of $ 0.8796 , and an expected term of 5 years, was $ 79,170 . 23 On June 12, 2025 the Company granted options to purchase 610,000 shares of the Company’s common stock having an exercise price of $ 2.06 per share, exercisable over a 10 -year term, to employees for services performed. The grant includes options to purchase 180,000 and 20,000 shares to the Company CEO and CFO, respectively. The options vest in 36 equal monthly installments over the three-year period following the issuance date. The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 45 % and a call option value of $ 1.0462 , and an expected term of 6.5 years, was $ 638,158 . Schedule of Stock Option Activity Number of Options Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at December 31, 2024 593,470 $ 52,821 Granted 740,000 110,140 Exercised - - Forfeited - - Outstanding at September 30, 2025 1,333,470 $ 84,630 $ 1,425,956 Expected to vest 1,333,470 $ 84,630 $ 1,425,956 Options are being expensed over the respective vesting period, resulting in $ 177,257 of stock-based compensation expense during the nine months ended September 30, 2025. As of September 30, 2025, a total of $ 613,672 of unamortized expenses are expected to be expensed over the remaining vesting period. Note 15 – Common Stock Warrants Warrants to purchase a total of 2,074,202 shares of common stock at a weighted average exercise price of $ 2.46 per share, with a weighted average remaining contractual life of approximately 5.67 years, were outstanding as of September 30, 2025. Exercise of Warrants On February 14, 2025, the Company received aggregate proceeds of $ 38,157 on the exercise of Representative’s Warrants to purchase an aggregate of 39,747 shares of common stock. On June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at an exercise price of $ 1.00 per share. These warrants were originally issued in connection with the Kaufman Kapital Senior Secured Convertible note. The exercises resulted in aggregate cash proceeds of $ 1,000,000 . During the period ended September 30, 2025, additional Warrants were exercised to purchase an aggregate of 348,716 shares of the Company’s common stock at an exercise price of $ 1.00 per share for aggregate cash proceeds of $ 348,716 . Schedule of Warrant Activity Number of Warrants Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2024 3,462,665 $ 1.88 Issued - - Exercised 1,388,463 1.00 Expired - - Outstanding at September 30, 2025 2,074,202 $ 2.46 5.67 Exercisable at September 30, 2025 2,074,202 $ 2.46 5.67 Note 16 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. 24 The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2025 and December 31, 2024: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2025 Level 1 Level 2 Level 3 Assets Cash $ 812,007 $ - $ - Right-of-use-asset - - 1,433,625 Notes receivable - 359,982 - Total assets 812,007 359,982 1,433,625 Liabilities Convertible notes payable, related parties net of $ 49,217 of discounts - - 3,350,782 Notes payable - 1,534,500 - Notes payable, related parties - 500,000 - Lease liabilities - - 1,702,250 Total liabilities - 2,034,500 5,053,032 Total assets and liabilities $ 812,007 $ ( 1,674,518 ) $ ( 3,619,407 ) Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2024 Level 1 Level 2 Level 3 Assets Cash $ 2,329,452 $ - $ - Right-of-use-asset - - 1,575,497 Notes receivable - 359,982 - Total assets 2,329,452 359,982 1,575,497 Liabilities Convertible notes payable, related parties net of $ 66,587 of discounts - - 3,333,413 Notes payable - 286,147 - Notes payable, related parties - 2,760,000 - Lease liabilities - - 1,695,039 Total liabilities - 3,046,147 5,028,452 Total assets and liabilities $ 2,329,452 $ ( 2,686,165 ) $ ( 3,452,955 ) There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2025, or the year ended December 31, 2024. Note 17 – Segment Reporting The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. The Company’s products are currently manufactured at its new production facility that commenced production in Pisco Peru in December 2024, and is supported by contract manufacturers in Peru, as necessary. The Company’s customers are located throughout the United States. The Company’s sales operations, which represent 100% of the Company’s consolidated sales, are one of its two reportable segments. The sales operations’ segment revenues are predominately earned as consumer products are sold to big box retail customers throughout the United States and via the Company’s online platform. The Company aggregates its operating divisions into two reportable segments due to the operating divisions having similar economic characteristics with similar long-term financial performance, but different geographic locations. The Company’s sales occur entirely from, and within, the United States, while all of the Company’s production processes are conducted in Latin America, which represent its other operating segment. In addition, the Company’s operating divisions offer customers the same products, operate in similar regulatory environments, purchase the majority of the merchandise for retail sale from similar (and in many cases identical) vendors on a coordinated basis from a centralized location, serve of the same customers, and are allocated capital from a centralized location. Operating divisions are organized primarily on a geographical basis so the operating division management team can be responsive to local needs of the operating division and can execute company strategic plans and initiatives throughout the locations in their operating division. This geographical separation is the primary differentiation between these operating divisions. The geographical basis of organization reflects how the business is managed and how the Company’s Chief Executive Officer, who acts as the Company’s chief operating decision maker (“CODM”), assesses performance internally. 25 The accounting policies of the retail operations segment are the same as those described in the summary of significant accounting policies in Note 1 to the Condensed Consolidated Financial Statements. The Company’s CODM assesses performance and allocates resources for the retail operations segment using segment earnings before net interest expense, income tax expense and depreciation and amortization (“EBITDA”). The Company defines EBITDA as earnings before interest taxes and depreciation. The Company’s CODM also uses segment EBITDA to measure the operational effectiveness of the Company’s financial model, compare the performance of core operating results between periods, against budget and against competitors and evaluate whether to invest capital in the retail operations segment or in other parts of the Company, such as for share repurchases, debt repayments or capital expenditures. The Company’s CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The Company’s capital expenditures are predominately used in the Company’s production operations, rather than its retail operations. The following table presents the Company’s retail operations segment revenue, measure of segment profit or loss, significant segment expenses and reconciliation of the U.S. and Latin America operations segments’ EBITDA to consolidated net earnings before income tax expense for the three and nine months ended September 30, 2025, and 2024: Schedule of Segment Reporting 2025 2024 2025 2024 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 U.S. operations segment sales $ 3,220,027 $ 2,181,495 $ 9,713,287 $ 5,011,497 Latin American operations segment cost of goods sold $ 1,931,233 $ - $ 5,396,120 $ - U.S. operations segment cost of goods sold 565,638 1,671,870 2,129,477 4,069,525 U.S. operations segment expenses: General and administrative 637,349 421,409 1,814,206 880,405 Rent 11,834 38,894 35,496 38,894 Salaries and wages 241,910 229,881 745,501 751,199 Professional fees 217,785 295,802 660,995 659,892 Total U.S. operating expenses $ 1,108,878 $ 985,986 $ 3,256,198 $ 2,330,390 U.S. operations segment EBITDA $ 1,545,511 $ ( 476,361 ) $ 4,327,612 $ ( 1,388,418 ) Latin American operations segment cost of goods sold $ 1,931,233 $ - $ 5,396,120 $ - Latin American operations segment expenses: General and administrative 638,126 138,961 1,239,151 160,317 Rent 39,039 73,945 116,528 121,858 Salaries and wages 83,997 64,987 249,715 97,417 Professional fees 30,854 73,722 145,740 114,590 Total Latin American operating expenses 792,016 351,615 1,751,134 494,182 Operating expenses 792,016 351,615 1,751,134 494,182 Latin American operations segment EBITDA $ ( 2,723,249 ) ( 351,615 ) $ ( 7,147,254 ) $ ( 494,182 ) Consolidated EBITDA $ ( 1,177,738 ) ( 827,976 ) $ ( 2,819,642 ) $ ( 1,882,600 ) Reconciliation of net earnings before income tax expense: Consolidated EBITDA $ ( 1,177,738 ) $ ( 827,976 ) $ ( 2,819,642 ) $ ( 1,882,600 ) EBITDA $ ( 1,177,738 ) $ ( 827,976 ) $ ( 2,819,642 ) $ ( 1,882,600 ) Depreciation ( 153,606 ) ( 60,614 ) ( 459,166 ) ( 173,285 ) Interest income 3,916 2,882 15,652 8,577 Interest expense ( 148,964 ) ( 370,532 ) ( 653,677 ) ( 518,233 ) Stock compensation expense ( 96,160 ) ( 14,565 ) ( 177,257 ) ( 698,785 ) Consolidated net loss before income tax expense $ ( 1,572,552 ) $ ( 1,270,805 ) $ ( 4,094,090 ) $ ( 3,264,326 ) 26 Note 18 – Related Party Transactions Kaufman Kapital, led by Daniel Kaufman, is a beneficial owner holding more than 10 % of the Company’s outstanding common stock. On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, as described in Note 12. As of September 30, 2025 the SPA principal outstanding on the Convertible Note was $ 3,400,000 . Kaufman Kapital exercised the $ 1.00 Warrant on June 24, 2025, as described in Note 15. The $ 1.50 Warrant has not been exercised as of September 30, 2025. On August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to the Secured Note, as described in Note 12. On May 7, 2025, and September 30, 2025 the Company repaid $ 325,000 and $ 375,000 of principal on the Secured Note. The principal outstanding is $ 500,000 as of September 30, 2025. Eagle Vision Fund LP, is led by the Company’s CFO, John Dalfonsi. As discussed further in Note 12 above, on various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $ 1,675,000 of Senior Secured Notes and Warrants to purchase an aggregate of 518,750 shares of the Company’s common stock, to a group of investors led by Eagle Vision Fund LP. During the nine months ended September 30, 2025 the Company repaid $ 1,560,000 of principal outstanding under the Senior Secured Notes resulting in the payment in full of such notes as of September 30, 2025. During the period ended September 30, 2025, of the 518,750 Warrants issued to purchasers of the Senior Secured Notes, Warrants were exercised to purchase an aggregate of 307,500 shares of the Company’s common stock at an exercise price of $ 1.00 per share for aggregate cash proceeds of $ 307,500 . 27 Note 19 – Commitments and Contingencies Legal Matters From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the likelihood of outcomes in litigation and makes appropriate accruals and disclosures based on current information and legal counsel’s opinions. There’s no guarantee that these matters won’t significantly impact the Company’s business, financial position, or results of operations. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. The Company is the subject of a lawsuit recently commenced by its former chief financial officer alleging wrongful termination. Based on information currently available to the Company and the advice of legal counsel, management believes that the outcome of this lawsuit is not probable to result in a material adverse effect on the Company’s financial position, results of operations, or cash flows. While the Company intends to vigorously defend itself against these allegations, the ultimate outcome of the lawsuit is not possible to predict. At this time given the uncertainties inherent in litigation, it is not reasonable to estimate the amount or range of any potential loss, and therefore no liability has been accrued in the accompanying financial statements. Other than as set forth above, there are no legal matters pending against the Company. Operating Lease On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December of 2024. The lease requires monthly lease payments of $ 8,000 in the first two years of the lease, $ 20,000 in the third year of the lease, $ 22,000 in the fourth year of the lease, $ 24,000 in the fourth year of the lease, and $ 25,000 thereafter. The lease also has a 10 -year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $ 1,865,456 . Finance Lease The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $ 3,657 expiring on May 31, 2028 . NXTDried Manufacturing Agreement On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026. EnWave License Agreement On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement is effective as long as EnWave possesses its EnWave technology. At various dates the License Agreement has been amended to, among other things, modify the exclusivity retention royalty payments required to be paid by the Company. The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights. 28 In order to maintain exclusivity, the Company must make annual royalty minimum payments to EnWave of $ 250,000 per year, commencing in 2025 and continuing through each subsequent year in perpetuity, as long as the Company elects to maintain exclusivity. The Company recognized $ 167,540 of royalty expenses for the nine months ended September 30, 2025. In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave overtime. The additional equipment purchase schedule, as amended, required the Company to purchase a “Second EnWave Machine”, which was purchased in full on December 12, 2024. The Company is also required to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement. On September 16, 2025 the Company entered into a Purchase Agreement for the Third EnWave Machine, a refurbished 120kW REV vacuum microwave for a purchase price of $ 1,500,000 . The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the rate of 8.00 % per annum. The Company is also required to enter an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave Machine by the License Agreement. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. Note 20 - Income Taxes The Company incurred a net operating loss for the nine months ended September 30, 2025, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On September 30, 2025, the Company had approximately $ 13.7 million of federal net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2041. The effective income tax rate for the nine months ended September 30, 2025, and 2024, was 21 %. The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, a valuation allowance has been recorded against the Federal and state deferred tax assets as of September 30, 2025, and December 31, 2024. Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. Note 21 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows: Stock Options Grant On October 15, 2025 the Company granted options to purchase 50,000 shares of the Company’s common stock having an exercise price of $ 2.09 per share, exercisable over a 10-year term, to an employee for services performed. The options vest in 36 equal monthly installments over the three-year period following the issuance date. The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 45 % and a call option value of $ 1.6343 , and an expected term of 6.5 years, was $ 53,238 . Exercise of Warrants On October 17, 2025 warrants were exercised to purchase an aggregate of 61,381 shares of the Company’s common stock at an exercise price of $ 0.96 per share for aggregate cash proceeds of $ 58,926 . On various dates in October and November 2025 warrants were exercised to purchase an aggregate 50,000 of common stock at an exercise price of $ 1.00 per share for aggregate cash proceeds of $ 50,000 . 29