What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-04-15 · 435 added, 771 removed, 18 unchanged (99% of the section changed)

following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could

affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations.

Other risks and uncertainties may also affect our results or operations adversely.

The following and these other risks could materially

and adversely affect our business, operations, results or financial condition.

Related to Our Operating History, Financial Position and Capital Needs

are an early-stage company and have incurred significant losses since our inception.

We expect to incur losses for the foreseeable future

and may never achieve or maintain profitability.

are an early-stage company.

We were formed and commenced operations in November 2017.

We face all the risks faced by newer companies,

including significant competition from existing and emerging competitors, many of which are established and have better access to capital.

In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown

We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities.

If we are not successful in such a transition, our business, results, and financial condition will be harmed.

have not been profitable to date, and we expect operating losses for the near future.

During the years ended December 31, 2024 and 2023,

we had net revenue of approximately $6,516,337 and $2,825,855, respectively, and incurred net losses of approximately $4,751,516 and

in our securities involves a high degree of risk.

You should carefully consider the risks described below, together with the other information

contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes.

If any of the risks

described below occur, our business, financial condition, results of operations, cash flows, and prospects could be materially and adversely

The trading price of our common stock could decline, and you could lose all or part of your investment.

Related to Our Operating History, Financial Position, and Capital Structure

have incurred losses and negative cash flows since inception, and we may not achieve or sustain profitability.

have incurred losses since inception.

During the years ended December 31, 2025 and 2024, we incurred net losses of $6,124,672 and $4,751,516,

respectively.

There can be no assurance that we will not continue to incur net losses in the future.

We may not succeed in

expanding our customer base and product offerings and even if we do, may never generate revenue that is significant enough to achieve

profitability.

Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual

Furthermore, we may not be able to control overhead expenses even where our operations successfully expand.

Our failure to become

and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product

offerings, or even continue our operations.

audited financial statements for the years ended December 31, 2024 and 2023 included a statement from our independent registered public

accounting firm that there is substantial doubt about our ability to continue as a going concern, and a continuation of negative financial

trends could result in our inability to continue as a going concern.

is substantial doubt about our ability to continue as a going concern over the next twelve months and our independent registered public

accounting firm has included a “going concern” explanatory paragraph in their report in our financial statements as of and

for the years ended December 31, 2024 and 2023.

If our operating results fail to improve, our financial condition will deteriorate which

could render us unable to continue as a going concern.

failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.

April 11, 2024, we received a letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”)

because our stockholders’ equity of $2,210,476 as of December 31, 2023 was below the minimum requirement of $2,500,000.

to Nasdaq’s Listing Rules, on May 28, 2024, we submitted to Nasdaq a plan to regain compliance with the Rule, which was accepted

by Nasdaq and provided us with an extension of 180 calendar days from April 11, 2024 (until October 8, 2024) to regain compliance with

On October 10, 2024, Nasdaq notified us that we did not meet the terms of the extension to regain compliance with the Rule,

and as a result, unless we requested an appeal, trading of our common stock would be suspended.

On October 11, 2024, we submitted a request

for a hearing with Nasdaq’s Hearings Panel to appeal Nasdaq’s delisting determination, which stayed the suspension of trading

of our common stock.

of November 14, 2024, as a result of the sale of 928,602 Shares under the ATM Agreement for aggregate gross offering proceeds

of approximately $1,795,000, we regained compliance with the Rule, and the hearing before the Hearing Panel was cancelled.

However, Nasdaq

informed us that it will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and,

if we fail to evidence compliance with the Rule upon the filing of its Annual Report on Form 10-K for the year ended December 31, 2024,

we may be subject to delisting.

of December 31, 2024, we were again not in compliance with the Rule, with stockholders’ equity of $2,341,583 as reported in this

Annual Report on Form 10-K.

However, as a result of the sale of 1,303,115 additional shares of

our common stock under the ATM Agreement following December 31, 2024 for net proceeds of approximately $2.4 million, as of the date of

filing this Annual Report on Form 10-K, the Company believes it has regained compliance with the Rule.

However, Nasdaq will continue

to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic

report the Company does not evidence compliance, it may be subject to delisting.

A delisting would likely have a negative effect on the

price of our common stock and may impair the ability of our stockholders to sell our stock.

may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand

our operations.

our available cash balances, net proceeds from financing activities, and anticipated cash flow from operations are insufficient to satisfy

our liquidity requirements, we may seek to sell common stock or other securities, and/or seek additional debt financing.

may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing

opportunities or for other reasons, including to:

increase our sales and marketing efforts

and address competitive developments;

provide for supply and inventory costs;

maintain compliance with Nasdaq listing

requirements;

fund development and marketing efforts of

any future products or additional features to then-current products;

acquire, license or invest in new technologies;

acquire or invest in complementary businesses

present and future funding requirements will depend on many factors, including:

our ability to achieve revenue growth and improve gross margins;

the cost of expanding our operations and offerings, including our sales

and marketing efforts;

the effect of competing market developments;

costs related to international expansion.

various ways we could raise additional capital carry potential risks.

If we raise funds by issuing equity securities, dilution to our

stockholders could result.

Any equity securities issued also could provide for rights, preferences, or privileges senior to those of

holders of shares of our common stock.

If we raise funds by issuing debt securities, those debt securities would have rights, preferences,

and privileges senior to those of holders of shares of our common stock.

The terms of any debt securities issued or borrowings made pursuant

to a credit agreement could impose significant restrictions on our operations.

If we raise additional funds through collaborations and

licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us.

Our ability to achieve profitability

depends on our ability to scale production, expand distribution, manage customer concentration, control input, labor, and logistics costs,

improve manufacturing utilization and yields, and grow gross profit at a rate sufficient to cover operating expenses and public company

If we are unable to execute successfully on these objectives, we may continue to incur losses and negative cash flows, which could

materially adversely affect our business, financial condition, and results of operations.

financial statements include an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

audited consolidated financial statements include an explanatory paragraph from our independent registered public accounting firm expressing

substantial doubt about our ability to continue as a going concern.

This condition may adversely affect our ability to raise capital,

negotiate favorable terms with customers and suppliers, retain employees, and execute our growth strategy.

If our operating performance

does not improve or we are unable to obtain additional liquidity when needed, we may be required to delay or reduce investments, scale

back operations, or pursue financing or strategic alternatives on unfavorable terms, which could materially adversely affect our business.

may require additional capital to fund operations and growth, and financing may not be available on acceptable terms or at all.

operating model requires significant working capital to support raw material sourcing, inventory, international transit times, and customer

program requirements.

We may need to raise additional capital through equity, debt, or other financings to fund operations, expand manufacturing

capacity, or support growth initiatives.

Financing may not be available when needed, or may be available only on unfavorable terms, including

dilution to existing stockholders, restrictive covenants, increased leverage, or security interests in our assets.

Any inability to obtain

sufficient financing could materially adversely affect our liquidity, operations, and growth prospects.

current growth may not be indicative of our future growth, and our limited operating history may make it difficult to assess our future

expect that, in the future, as our revenue increases, our revenue growth rate will decline.

We also believe that growth of our revenue

depends on several factors, including our ability to:

expand our existing channels of distribution;

expect that as our revenue increases, our revenue growth rate will decline.

We also believe that growth of our revenue depends on several

factors, including our ability to:

expand our existing channels of

distribution;

develop additional channels of distribution;

grow our customer base;

cost-effectively increase online sales on

our website and third-party marketplaces;

effectively introduce new products;

increase awareness of our brand;

manufacture at a scale that satisfies future

manufacture at a scale that satisfies future demand;

effectively source key raw materials.

4 unchanged sentences

as accurate as they could be if we had a longer operating history or had previously achieved profitability.

may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

growth has placed, and may continue to place, significant demands on our organizational, administrative, and operational infrastructure,

including manufacturing operations, quality control, technical support and customer service, sales force management and general and financial

administration.

As we continue to grow, we will need to make significant investments in multiple divisions of our company, including

in sales, marketing, product development, information technology, equipment, facilities, and human resources.

We will also need to improve

our operational, financial and management controls as well as our reporting systems and procedures.

we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect

on our business and our results of operations.

Managing our planned growth effectively will require us to:

maintain a low cost of customer acquisition

relative to customer lifetime value;

identify products that will be viewed favorably

by customers;

expand operations with our contract manufacturers;

successfully hire, train, and motivate additional

employees, including additional personnel for our technology, sales and marketing efforts.

expansion of our products and customer base may result in increases in our overhead and selling expenses.

Any increase in expenditures

in anticipation of future sales that do not materialize would adversely affect our profitability.

In addition, if we are unable to effectively

manage the growth of our business, the quality of our products may suffer and we may be unable to address competitive challenges, which

would adversely affect our overall business, operations, and financial condition.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

the completion of the IPO, we became subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and implemented disclosure controls and procedures to reasonably assure that information we must disclose

in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the SEC.

However, we believe that any disclosure controls and

procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of simple error or mistake.

For example, our directors or executive officers could

inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized

override of the controls.

Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud

may occur and not be detected.

Related to Our Business

are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan

in a timely manner, or at all.

success depends largely upon the continued services of our executive officers and other key personnel, particularly our Chief Executive

Officer, Eric Healy.

Our executive officers or key personnel could terminate their employment with us at any time without penalty.

addition, we do not maintain key person life insurance policies on any of our employees.

The loss of one or more of our executive officers

or key personnel could seriously harm our business and may prevent us from implementing our business plan in a timely manner, or at all.

Chief Financial Officer is not a full-time employee.

Dalfonsi, our Chief Financial Officer, is not a full-time employee of the Company and is simultaneously serving other interests.

can be no assurance that we will be able to successfully manage our finance and accounting matters without a full time Chief Financial

business is reliant on the license we have been granted to utilize certain dry processing technology we use to manufacture our products

in the agreed upon exclusive region.

ability to continue our business of growth and distribution of our products is dependent on the licensing agreement (the “Licensing

Agreement”) we entered into with EnWave to utilize its dehydration technology in the manufacturing of our products.

is exclusive to North America, Central America, and South America (excluding our contract manufacturer in Chile) as it specifically relates

to our avocado products and Peru, and the Licensing Agreement grants non-exclusive rights for a variety of additional products.

to comply with the terms of the Licensing Agreement could convert the exclusive portion of the license to a non-exclusive license, thereby

permitting potential competitors to produce comparable avocado-based products using EnWave’s dehydration technology in the same

geographic areas.

Thus, any material failure to comply with the terms of the license or any failure to renew the license after it expires

could have a material adverse impact on our financial condition and the operation of our business as it relates to our avocado-based

Furthermore, we are reliant on EnWave to enforce its intellectual property rights in preventing would be competitors from using

the technology exclusively licensed to us and there can be no assurance that EnWave will be successful in enforcing such rights in the

relevant areas.

Furthermore, future product development efforts may lead to additional products that we desire to commercialize.

case, we will request expanding the exclusive and/or non-exclusive products defined by the Licensing Agreement, but there can be no assurance

that EnWave will grant such requests.

rely on a small number of suppliers to provide our raw materials, and our supply chain may be interrupted and prevent us from obtaining

the necessary materials we need to operate.

rely on limited number of suppliers and partners to meet our high-quality standards and supply products in a timely and efficient manner.

There is, however, no assurance that quality natural and organic products will continue to be available to meet our specific and growing

This may be due to, among other reasons, problems with our suppliers’ and vendors’ businesses, finances, labor relations,

ability to export materials, product quality issues, costs, production, insurance and reputation, as well as disease pandemics, epidemics

or outbreaks such as COVID-19, acts of war, terrorism, natural disasters, fires, earthquakes, flooding or other catastrophic occurrences.

If, for any reason, our suppliers or vendors became unable or unwilling to continue to provide services to us, this would likely lead

to an interruption in our ability to import our products until we find another source that could provide these services.

Failure to find

a suitable replacement, even on a temporary basis, would have a material adverse effect on our ability to meet our current production

targets, make it difficult to grow and would have an adverse effect on our results of operations.

in the food retail industry is intense and presents an ongoing threat to the success of our business.

food retail industry is very competitive.

In our online and wholesale business, we compete with food retail stores, supermarkets, warehouse

clubs and other mass and general retail and online merchandisers, many of which are larger than us and have significantly greater capital

resources than we do, selling both competitive products and retailing our own products, and competing against our direct online business.

We also compete with a number of Natural, Organic and Functional Food and Beverage producers.

face significant competition from these and other retailers and producers.

Any changes in their merchandising and operational strategies

could negatively affect our sales and profitability.

In particular, competitors seek to gain or retain market share by reducing prices,

we would likely be forced to reduce our prices on similar product offerings in order to remain competitive, which may result in a decrease

in our market share, net sales and profitability and may require a change in our operating strategies.

have been able to compete successfully by differentiating ourselves from our competitors by providing an expanding selection of natural,

organic, and functional food and beverage products, competitive pricing, convenience and exceptional customer service.

If changes in

consumer preferences decrease the competitive advantage attributable to these factors, or if we fail to otherwise positively differentiate

our product offering or customer experience from our competitors, our business, financial condition, and results of operations could

be materially and adversely affected.

of our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment

infrastructures, greater technical capabilities, significantly greater financial, marketing, and other resources and larger customer

bases than we do.

These factors may allow our competitors to derive greater net sales and profits from their existing customer bases,

acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer preferences

These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns,

and adopt more aggressive pricing policies (including but not limited to predatory pricing policies and the provision of substantial

discounts), which may allow them to build larger customer bases or generate net sales from those customer bases more effectively than

we are able to execute upon.

There can be no assurance that we will be able to successfully compete against these competitors.

expect competition in the Natural, Organic and Functional Food and Beverage industry generally to continue to increase.

We believe that

our ability to compete successfully in this market depends upon many factors both within and beyond our control, including:

the size and composition of our customer

the number of products that we feature on

the quality and responsiveness of our customer

our selling and marketing efforts;

the quality and price of the products that

the convenience of the shopping experience

that we provide;

our ability to distribute our products and

manage our operations;

our reputation and brand strength.

the rapid changes affecting the global, national, and regional economies generally and the Natural, Organic and Functional Food and Beverage

industry, we may not be able to create and maintain a competitive advantage in the marketplace.

Our success will depend on our ability

to respond to, among other things, changes in consumer preferences, laws and regulations, market conditions, and competitive pressures.

Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition,

operating results, liquidity, cash flow and our operational performance.

we fail to compete successfully in this market, our business, financial condition, and results of operations would be materially and

adversely affected.

products are new, and our industry is rapidly evolving.

be successful we must, among other things:

develop, manufacture, and introduce new

attractive and successful consumer products in our BranchOut brand;

attract and maintain a large customer base

and develop and grow that customer base;

increase awareness of our BranchOut brand

and develop effective marketing strategies to ensure consumer loyalty;

establish and maintain strategic relationships

with key sales, marketing, manufacturing, and distribution providers;

respond to competitive and technological

developments;

attract, retain, and motivate qualified

cannot guarantee that we will succeed in achieving our goals, and our failure to do so would have a material adverse effect on our business,

prospects, financial condition, and operating results.

of our products are new and are in the early stages of commercialization, and some products that are important to our growth strategy

are in various stages of research and development and have not yet been commercialized.

Products in development that have not yet been

commercialized include Broccoli Bites, Asparagus Sticks, Mango Chips and Mandarin Crisps and others.

We are not certain that these, or

any other future products, will be developed to commercialization, sell as anticipated, or be desirable to their intended markets.

some of our products may have limited uses and benefits, which may limit their appeal to consumers and put us at a competitive disadvantage.

Developing new products and placing them into wholesale channels and into conventional and natural grocery environments is an expensive

and time-consuming process, and if a product fails to sustain market acceptance, the investment made in the product may be lost.

is typical in a rapidly evolving industry, the development process and demand and market acceptance for recently introduced products

are subject to a high level of uncertainty and risk.

Because the market for our products is new, evolving and therefore uncertain, it

is difficult to predict with any certainty the size of this market and its growth rate, if any.

We cannot guarantee that we will be successful

in developing new products, or that a market for our products will develop or that demand for our products will be sustainable.

fail to develop new products, or the market for new products fails to develop, develops more slowly than expected or becomes saturated

with competitors, our business, financial condition and operating results would be materially adversely affected.

future results of operations may be adversely affected by volatile commodity costs.

aspects of our business could be directly affected by volatile commodity costs.

Agricultural commodities and raw materials, including

avocados, bananas, pineapples, blueberries and other fresh produce, plastic film, cardboard, and other packaging materials, are the principal

inputs used in our products.

These items are subject to price volatility which can be caused by commodity market fluctuations, inflation,

crop yields, seasonal cycles, weather conditions (including the potential effects of climate change), temperature extremes and natural

disasters (including floods, droughts, water scarcity, frosts, earthquakes and hurricanes), pest and disease problems, changes in currency

exchange rates, imbalances between supply and demand, natural disasters and government programs and policies, among other factors.

fuel costs translate into unpredictable costs for the products and services we receive from our third-party providers including, but

not limited to, distribution costs for our products and packaging costs.

The volatility of such costs could have a material adverse effect

on our results of operations.

are subject to the risks associated with sourcing and manufacturing products from, and conducting business operations outside of the

United States, which could adversely affect our business.

purchase our products from a variety of suppliers, including international suppliers.

Our direct purchases from non-US suppliers represented

most of our raw material purchases in 2024 and 2023, and we expect our international purchases to grow.

We may in the future also enter

into agreements with distributors in foreign countries to sell our products.

All of these activities are subject to the uncertainties

associated with international business operations, including:

difficulties with foreign and geographically

dispersed operations;

having to comply with various U.S.

and international

changes and uncertainties relating to foreign

rules and regulations;

tariffs, export or import restrictions,

restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials;

limitations on our ability to enter into

cost-effective arrangements with distributors, or at all;

fluctuations in foreign currency exchange

imposition of limitations on production,

sale, or export in foreign countries, including due to COVID-19 or other epidemics, pandemics, outbreaks and quarantines;

imposition of limitations on or increase

of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

imposition of differing labor laws and standards;

economic, political, environmental, health-related

or social instability in foreign countries and regions;

an inability, or reduced ability, to protect

our intellectual property;

availability of government subsidies or

other incentives that benefit competitors in their local markets that are not available to us;

difficulties in recruiting and retaining

personnel, and managing international operations;

difficulties in enforcing contracts and legal decisions;

less developed infrastructure.

particular, there has been significant recent political instability in Peru and Chile, where our contract manufacturers are located.

There can be no assurance that political instability in those countries will not materially and adversely affect our contract manufacturers

and, in turn, our ability to source our products.

we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful.

expect each market to have particular regulatory and funding hurdles to overcome, and future developments in these markets, including

the uncertainty relating to governmental policies and regulations, could harm our business.

If we expend significant time and resources

on expansion plans that fail or are delayed, our reputation, business and financial condition may be adversely affected.

addition, we could be adversely affected by violations of the U.S.

Foreign Corrupt Practices Act, as amended, and similar worldwide anti-bribery

laws, which generally prohibit companies and their intermediaries from making improper payments to officials or other third parties for

the purpose of obtaining or retaining business.

While our policies mandate compliance with these anti-bribery laws, our internal control

policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents.

Violations of these laws,

or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, cash

flows and financial condition.

results may be negatively affected by changes in foreign currency exchange rates.

substantially all of our international purchase and sales contracts are denominated in U.S.

As a result, a decrease in the value

dollar relative to foreign currencies could increase our costs in dollars for the food products and ingredients that we import

from other countries.

In addition, if and when we expand into international markets, an increase in the value of the U.S.

dollar relative

to foreign currencies could require us to reduce our selling price or risk making our products less competitive in international markets.

larger portion of our revenues may be denominated in other foreign currencies if we expand into international markets.

Conducting business

in currencies other than U.S.

dollars could subject us to fluctuations in currency exchange rates that could negatively affect our revenues,

cost of revenues and operating margins and result in foreign currency translation gains and losses.

may be unable to adequately protect our brand and our other intellectual property rights.

regard our brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success.

We may rely on U.S.

and international trademark, copyright and patent law, trade secret protection, agreements and other methods with

our employees and others to protect our proprietary rights.

We might not be able to obtain broad protection in the United States for

all our intellectual property.

The protection of our intellectual property rights may require the expenditure of significant financial,

managerial and operational resources.

Moreover, the steps we take to protect our intellectual property may not adequately protect our

rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all

our trademarks.

Any of our trademarks or other intellectual property rights or future patents (if any) may be challenged by others or

invalidated through administrative process or litigation.

Any of our future patent and trademark applications may never be granted.

date, we have applied for patent protection with the United States Patent and Trademark Office with respect to certain of the manufacturing

processes that we use (in addition to our licensed technology).

Even if we are granted one or more patents with respect to our manufacturing

process, there is no guarantee that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual

property rights.

Furthermore, our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies

and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

might be required to spend significant resources to monitor and protect our intellectual property rights.

For example, we may initiate

claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary

rights or to establish the validity of such rights.

However, we may be unable to discover or determine the extent of any infringement,

misappropriation or other violation of our intellectual property rights and other proprietary rights.

Despite our efforts, we may be

unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other

proprietary rights.

Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert

the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and

results of operations.

addition, our licensed technology platform may use open-source software.

The use of such open-source software may subject us to certain

conditions, including the obligation to offer, distribute, or disclose our licensed technology platform for no or reduced cost, make

the proprietary source code subject to open-source software licenses available to the public, license our software and systems that use

open-source software for the purpose of making derivative works, or allow reverse assembly, disassembly, or reverse engineering.

may not be able to enforce our intellectual property rights throughout the world.

laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.

companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions.

This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights.

the BranchOut brand or logo or other registered or common law trade names or a diminution in the perceived quality of products or services

associated with the Company would harm our business.

Our efforts to protect our intellectual property rights in such countries may be

In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability

to obtain adequate protection for our technology and the enforcement of intellectual property.

parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade

we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us,

we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or

disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties.

Litigation may be necessary to defend these claims.

If we fail in defending any such claims, in addition to paying monetary damages,

we may lose valuable intellectual property rights or personnel.

Even if we are successful in defending against such claims, litigation

could result in substantial costs to the Company and be a distraction to management and other employees.

food safety or quality issue that results in a product disruption such as a recall, health issue, or death of a consumer could harm our

sale of products for human use and consumption involves the risk of injury or illness to consumers.

Such injuries may result from inadvertent

mislabeling, tampering by unauthorized third parties or product contamination or spoilage.

Under certain circumstances, we may be required

to recall or withdraw products, suspend production of our products, or cease operations, which may lead to a material adverse effect

on our business.

In addition, customers may stop placing or cancel orders for such products as a result of such events.

if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us.

subject to governmental inspection and regulations and believe our facilities and those of our co-packers and suppliers comply in all

material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused,

a health-related illness or death to a consumer, we may become subject to claims or lawsuits relating to such matters.

Even if a product

liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness

or physical harm could cause consumers to lose confidence in the safety and quality of our products.

Moreover, claims or liabilities

of this type might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others.

we maintain product liability and product recall insurance in an amount that we believe to be consistent with market practice, we cannot

be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

A product liability judgment against us or a product recall could have a material adverse effect on our business, financial condition,

results of operations or liquidity.

may be subject to significant liability that is not covered by insurance.

we believe that our insurance coverage is consistent with industry practice, any claim under our insurance policies may be subject to

certain exceptions, may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover

all losses incurred.

If we were to incur liabilities not covered by insurance or if our business operations were interrupted for a substantial

period, we could incur costs and suffer losses.

Additionally, insurance coverage may not be available to us at commercially acceptable

premiums in the future, or at all.

rely on independent certification for a number of our products.

rely on independent third-party certification, such as certifications of our products as “Organic”, “KETO”, “Gluten

Free”, “Vegan” or “Non-GMO” (non-genetically modified organisms), to differentiate our products from others.

We must comply with the requirements of independent organizations or certification authorities in order to label our products as certified.

The loss of any independent certifications could adversely affect our market position as a natural products company and harm our business.

future results of operations may be adversely affected by the availability of certifiable ingredients.

ability to ensure a continuing supply of certifiable ingredients at competitive prices depends on many factors beyond our control, such

as the number and size of farms that grow organic crops, climate conditions, changes in national and world economic conditions, currency

fluctuations and forecasting adequate need of seasonal ingredients.

ingredients that we use in the production of our products (including, among others, avocados, bananas, pineapples and blueberries) are

vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, frosts,

earthquakes and pestilence.

Natural disasters and adverse weather conditions (including the effects of climate change) can lower crop

yields and reduce crop size and crop quality, which in turn could reduce our supplies of certifiable ingredients or increase the prices

of such ingredients.

If our supplies of certifiable ingredients are reduced, we may not be able to find enough supplemental supply sources

on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial

condition and results of operations.

also compete with other manufacturers in the procurement of certifiable product ingredients, which may be less plentiful in the open

market than conventional product ingredients.

This competition may increase in the future if consumer demand for certifiable products

This could cause our expenses to increase or could limit the amount of product that we can manufacture and sell.

weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our

products are vulnerable to adverse weather conditions, including severe rains, drought and temperature extremes, floods and windstorms,

which are quite common but difficult to predict.

Agricultural products also are vulnerable to crop disease and to pests, which may vary

in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and

climatic conditions.

Unfavorable growing conditions caused by these factors can reduce both crop size and crop quality and, in extreme

cases, entire harvests may be lost.

Additionally, adverse weather or natural disasters, including earthquakes, winter storms, droughts,

volcanic events or fires, could impact the manufacturing and business facilities of our suppliers in South America, which could result

in significant costs and meaningfully reduce our capacity to fulfill orders and maintain normal business operations.

These factors may

result in lower sales volume and increased costs due increased costs of products.

Incremental costs, including transportation, may also

be incurred if we need to find alternate short-term supplies of products from alternative areas.

These factors can increase costs, decrease

revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations

and financial condition.

change may negatively affect our business and operations.

is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather

patterns and the frequency and severity of extreme weather and natural disasters.

In the event that climate change has a negative effect

on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are

necessary for our products, such as avocados, bananas, pineapples, blueberries and other fresh produce.

As a result of climate change,

we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which

could adversely impact our manufacturing and distribution operations, as well as the agricultural businesses of our suppliers, which

rely on the availability and quality of water.

production equipment may be damaged, adversely affecting our ability to meet consumer and wholesale demand.

significant proportion of our products are produced at our contract manufacturers’ facilities in South America.

A significant disruption

at those facilities or to any of our key production equipment, even on a short-term basis, could impair our ability to timely produce

and ship products, which could have a material adverse effect on our business, financial position and results of operations.

we have had manufacturing delays due to damaged and malfunctioning equipment, shipping delays, U.S.

port congestion and delays, and cannot

fully insure against the effects of such delays on our business.

The manufacturing operations of our suppliers are vulnerable to interruption

and damage from natural and other types of disasters, including earthquake, fire, floods, volcanic events, draughts, environmental accidents,

winter storms, power loss, disease outbreaks, epidemics or pandemics such as the COVID-19 pandemic, communications failures and similar

If any disaster were to occur at one of these facilities, our ability to operate our business would be seriously impaired.

to our brand’s reputation could have a material impact on our results of operations.

financial success is directly dependent on the consumer perception of our brand.

The success of our brand may suffer if our marketing

plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers.

our results could be negatively affected if our brand suffers substantial damage to its reputation due to real or perceived quality issues

or other actions by the Company or any of its executives.

rely on big box retailers for a substantial portion of our sales, and our failure to maintain and further develop our sales channels

could harm our business.

sell a substantial portion of our products through big box retailers such as Costco, Walmart and Sam’s Club Stores.

retailers of our products for the years ended December 31, 2024 and 2023, accounted for 99% and 90% of our net sales,

respectively.

The loss of, or business disruption at, one or more of these retailers or distributors or a negative change in our relationship

with these retailers could have a material adverse effect on our business.

If we do not maintain our relationship with these retailers

or develop relationships with new retailers and distributors, the growth of our business may be adversely affected, and our business

may be harmed.

do not have long-term purchase agreements with our customers.

of our customers buy from us under purchase orders, and we generally do not have long-term agreements with or commitments from these

customers for the purchase of products.

We cannot provide assurance that our customers, including customers that participate in our subscription

programs, will maintain, or increase their sales volumes or orders for our products or that we will be able to maintain or add to our

existing customer base.

As a result, our past sales experience is not indicative of future sales or anticipated sales trends.

decreases in our customers’ sales volumes or orders for products supplied by us may have a material adverse effect on our business,

financial condition, or results of operations and may occur without warning thus making future planning and forecasting difficult.

may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.

believe that our future success depends, in part, on our ability to implement our growth strategy of leveraging our existing brand and

products to drive increased sales.

Our ability to implement this strategy depends, among other things, on our ability to:

enter distribution and other strategic arrangements

with third-party retailers and other potential distributors of our products;

successfully compete in the product categories

in which we operate;

introduce new and appealing products and

successfully innovate on our existing products;

develop and maintain consumer interest in

increase our brand recognition and loyalty.

may not be able to implement this growth strategy successfully.

Our planned marketing expenditures may not result in increased sales

or generate sufficient levels of consumer interest or brand awareness, and our high rates of sales and income growth may not be sustainable

we face labor shortages or increased labor costs, our results of operations and our growth could be adversely affected.

is a significant component of the cost of operating our business.

Our ability to meet labor needs while controlling labor costs are subject

to external factors, such as employment levels, prevailing wage rates, minimum wage legislation, changing demographics, health and other

insurance costs and governmental labor and employment requirements.

In the event of increasing wage rates, if we or any of our contract

manufacturers fail to increase our wages competitively, the quality of our workforce and products could decline, while increasing our

wages could cause our earnings to decrease.

If we face labor shortages or increased labor costs, our operating expenses could increase

and our business, financial condition and results of operations could be materially and adversely affected.

preferences for natural and organic food products are difficult to predict and may change.

business is primarily focused on sales of non-GMO, organic and natural products, and our success depends, in part, on our ability to

offer products that anticipate the tastes and dietary habits of consumers and appeal to their preferences on a timely and affordable

Consumer eating habits may impact our business because of changes in attitudes regarding diet and health or new information regarding

the health effects of consuming products we distribute.

If consumer eating habits change significantly, we may be required to modify

or discontinue sales of certain items in our product portfolio, and we may experience higher costs associated with implementing those

We cannot ensure that we will be able to effectively respond to changes in consumer health perceptions or to adapt our product

offerings to trends in eating habits.

significant shift in consumer demand away from our products, could reduce our sales and harm our business.

Consumer trends change based

on a number of possible factors, including nutritional values, a change in consumer preferences or general economic conditions.

Additionally,

there is a growing focus among some consumers to buy local food products in an attempt to reduce the carbon footprint associated with

transporting food products from longer distances, which could result in a decrease in the demand for food products and ingredients that

we import from other countries or transport from remote processing locations or growing regions.

Further, failures by us or our competitors

to deliver quality products could erode consumer trust in the organic certification of foods.

A significant shift in consumer demand

away from our products would reduce our market share, harming our business.

failures or security breaches could disrupt our operations and negatively impact our business.

the normal course of business, we rely on information technology systems to process, transmit, and store electronic information.

example, our production and distribution facilities and inventory management utilize information technology to increase efficiencies

and limit costs.

Information technology systems are also integral to the reporting of our results of operations.

Furthermore, a significant

portion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depend on information

technology, including social media platforms.

information technology systems may be vulnerable to a variety of interruptions, as a result of updating our enterprise platform or due

to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer

viruses, hackers, and other security issues.

These events could compromise our confidential information, impede, or interrupt our business

operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational

Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational,

competitive and/or business harm.

we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and

protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security

breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.

downturns could limit consumer demand for our products and negatively affect our sales and profitability.

premium organic and natural food industry is sensitive to national and regional economic conditions and the demand for the products that

we distribute may be adversely affected from time to time by economic downturns that impact consumer spending, including discretionary

Future economic conditions such as employment levels, business conditions, housing starts, interest rates, inflation rates,

energy and fuel costs and tax rates could reduce consumer spending or change consumer purchasing habits.

Among these changes could be

a reduction in the number of natural and organic products that consumers purchase where there are non-organic alternatives, given that

many premium natural and organic products, and particularly premium natural and organic foods, often have higher retail prices than do

their non-organic counterparts.

indebtedness may adversely affect our financial condition and limit our operational and financial flexibility.

indebtedness and related security interests may limit our ability to incur additional debt, fund working capital needs, or pursue strategic

opportunities.

If we are unable to generate sufficient cash flow to service our obligations, we may be required to refinance, raise additional

capital, or pursue other alternatives, which may not be available on favorable terms or at all.

to maintain compliance with Nasdaq listing requirements could adversely affect the liquidity and market price of our common stock.

have previously been subject to Nasdaq compliance matters, including monitoring related to stockholders’ equity and other continued

listing requirements.

If we fail to maintain compliance with applicable listing standards, we could be subject to delisting, which could

reduce liquidity, limit access to capital markets, increase stock price volatility, and materially adversely affect the market price

of our common stock.

market price of our common stock may be volatile and subject to significant fluctuations, which could result in losses for investors.

trading price of our common stock may fluctuate significantly due to factors including operating results, customer concentration, liquidity

constraints, financing activities, market conditions, and investor perceptions of growth-stage companies.

These fluctuations may be unrelated

to our actual operating performance and could result in losses for investors.

ability to access the capital markets and the issuance of additional securities could dilute existing stockholders and adversely affect

the market price of our common stock.

may continue to rely on the capital markets to fund operations, support growth initiatives, and strengthen our balance sheet.

capital, we may issue additional shares of common stock, preferred stock, warrants, options, convertible securities, or other equity-linked

The issuance of additional securities, or the potential for such issuances, could result in substantial dilution to existing

stockholders and could adversely affect the market price of our common stock.

capital structure includes outstanding warrants, stock options, and convertible notes.

The exercise or conversion of these securities

could further dilute stockholders and increase the supply of shares available for sale in the public market, which could put downward

pressure on our stock price.

In addition, the perception that we may issue additional equity securities in the future could adversely

affect the trading price of our common stock.

to capital markets may be limited by market conditions, our operating performance, liquidity, stock price volatility, and compliance

with applicable listing requirements.

If we are unable to raise capital on acceptable terms when needed, we may be required to delay

or reduce investments, curtail operations, or pursue alternative financing arrangements that may be more costly or restrictive.

our common stock may have limited trading volume and analyst coverage, issuances of additional securities or significant sales of shares

by existing stockholders could result in increased price volatility and adversely affect investor confidence.

If we are unable to effectively

manage our capital structure or access the capital markets on favorable terms, our business, financial condition, and growth prospects

could be materially adversely affected.

Related to Our Emerging Growth Company and Smaller Reporting Company Status

we are an emerging growth company and a smaller reporting company, our disclosures may be less comprehensive than those of other public

are an emerging growth company (“EGC”) and a smaller reporting company (“SRC”) and take advantage of certain

reduced reporting, disclosure, and governance requirements, including exemptions from auditor attestation of internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced executive compensation disclosure, and extended transition periods

for new accounting standards.

As a result, investors may find our common stock less attractive, which could result in reduced trading

activity and increased stock price volatility.

Related to Internal Controls and Financial Reporting

we fail to maintain effective internal control over financial reporting, our ability to produce accurate financial statements could be

a public company, we are required to maintain effective internal control over financial reporting.

Our operations involve complex manufacturing,

inventory, cost accounting, and cross-border transactions.

As we scale our business, our systems, processes, and personnel may not keep

pace with growth.

We may identify control deficiencies or material weaknesses, which could result in errors in our financial statements,

restatements, delayed reporting, or loss of investor confidence, any of which could materially adversely affect our business and stock

Related to Customers, Distribution, and Market Demand

substantial portion of our net sales is derived from a limited number of customers.

significant portion of our net sales and accounts receivable is derived from a limited number of large retail customers.

our operating results, cash flows, and working capital depend on the purchasing decisions, financial condition, and payment practices

of these customers.

Reductions in purchase volumes, changes in pricing or promotional terms, increased chargebacks, payment delays, or

the loss of a significant customer could materially adversely affect our net sales, margins, liquidity, and manufacturing utilization.

generally do not have long-term purchase commitments from customers, and demand forecasting is difficult.

purchases are typically made through purchase orders and program-based arrangements rather than long-term volume commitments.

may reduce, delay, or cancel orders with limited notice, contributing to revenue volatility and increasing the difficulty of forecasting

demand, planning production, and managing inventory.

consumer-packaged foods industry is highly competitive, and we may be unable to compete effectively.

compete with large, branded food companies, emerging snack brands, and private-label manufacturers that have significantly greater financial,

marketing, and distribution resources.

Competitive pricing, promotional activity, and shifts in retailer category strategies could pressure

our margins and limit our ability to grow.

in consumer preferences or retailer category strategies could reduce demand for our products.

tastes and retailer merchandising priorities can shift rapidly.

If demand for clean-label, fruit- and vegetable-based snacks declines,

if retailers reduce shelf space, or if competing products gain preference, our net sales and operating results could be adversely affected.

Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

manufacturing operations are concentrated in a single facility in Peru, and any disruption could materially adversely affect our business,

results of operations, and financial condition.

of our production is conducted at our manufacturing facility in Pisco, Peru, which commenced operations in December 2024.

our ability to meet customer demand, maintain service levels, and generate revenue depends substantially on the continued operation of

this facility.

Any disruption—including equipment failure, utilities interruptions, labor disruptions, facility damage, supply

interruptions, natural disasters, public health events, or regulatory or governmental actions—could impair production, delay shipments,

increase costs, and harm customer relationships.

we do not currently have redundant manufacturing capacity, any prolonged disruption could require us to reduce or suspend production.

Replacing, repairing, or relocating production on a timely or cost-effective basis may not be feasible and could require significant

capital investment, management attention, and time.

In addition, disruptions could result in inventory shortages, lost sales, penalties

or chargebacks, increased logistics costs, and reduced manufacturing utilization, which could materially adversely affect margins, cash

flows, and working capital.

are exposed to risks associated with operating in Peru.

in Peru exposes us to risks related to political, economic, regulatory, labor, tax, infrastructure, and currency conditions.

in laws or regulations, labor disruptions, tax enforcement actions, currency controls, inflation, or political instability could increase

costs, disrupt operations, or impair our ability to repatriate cash, any of which could materially adversely affect our business.

currency fluctuations could adversely affect our results of operations.

significant portion of our costs are denominated in Peruvian soles, while substantially all of our revenues are denominated in U.S.

Fluctuations in exchange rates could increase our costs, reduce margins, and adversely affect our financial results.

We do not currently

hedge foreign currency risk.

we are unable to effectively manage growth and scale our systems and controls, our business and reporting could be adversely affected.

a manufacturing-led, cross-border operating model places significant demands on our organizational, operational, and financial infrastructure.

If our systems, personnel, processes, and internal controls do not keep pace with growth—particularly in areas such as inventory,

cost accounting, logistics, and revenue processes—we could experience operational disruptions, increased costs, delays in reporting,

or reduced investor confidence.

efficient manufacturing utilization and throughput is important to our margins, and failure to do so could adversely affect profitability.

cost structure includes fixed and semi-fixed costs.

If demand, uptime, yields, or production efficiency do not meet expectations, we

may experience margin pressure, excess inventory, inventory write-downs, or increased per-unit costs.

supply, environmental conditions, and commodity volatility could adversely affect our costs, production, and margins.

operating scale and sourcing flexibility are more limited than those of larger competitors, which may increase our exposure to agricultural

and environmental risks.

Our production depends on the availability, quality, and cost of agricultural raw materials, which are subject

to volatility driven by weather conditions, climate variability, temperature extremes, drought, flooding, crop disease, and other environmental

Adverse growing conditions could reduce crop yields, affect raw material quality, disrupt harvest cycles, and increase input

costs, which could negatively affect production volumes, gross margins, and operating results.

availability is also a critical factor in agricultural production and food processing.

Changes in water access, drought conditions, water

use restrictions, or increased competition for water resources in regions where our raw materials are sourced or where our manufacturing

facility operates could disrupt supply, increase costs, or require operational adjustments.

addition, evolving environmental;

sustainability;

and environmental, social and governance related expectations from regulators, customers,

and investors may increase our reporting obligations, compliance costs, and operational complexity.

We may be required to provide additional

disclosures regarding environmental impact, sourcing practices, emissions, or sustainability metrics, which may require investments in

systems, processes, and data collection.

Failure to meet evolving expectations could adversely affect our reputation, customer relationships,

and access to capital.

products and marketing may also be subject to scrutiny related to sustainability, environmental, or product claims.

Regulatory agencies,

competitors, consumer groups, or plaintiffs may challenge the accuracy or substantiation of claims related to sourcing, environmental

impact, or sustainability practices.

Such challenges could result in litigation, regulatory actions, increased compliance costs, reputational

harm, or changes to our labeling or marketing practices.

agricultural supply conditions deteriorate, commodity price volatility persists, environmental factors worsen, or sustainability-related

requirements increase, and we are unable to effectively manage these risks, our production, margins, financial condition, and results

of operations could be materially adversely affected.

in harvest cycles and consumer demand may cause quarterly results to fluctuate and increase working capital requirements.

operating model is influenced by harvest timing for certain raw materials and seasonal shifts in consumer demand and retailer purchasing

If we are unable to align production and inventory planning with harvest availability and customer ordering cycles—particularly

when building shelf-stable inventory for later demand—our service levels, working capital needs, and margins could be adversely

management challenges, product shelf-life limitations, and potential obsolescence could adversely affect our margins, cash flows, and

operating results.

business requires us to maintain significant levels of inventory, including raw materials, work-in-process, and finished goods, to support

customer programs, international transit times, and production planning.

Although our products are shelf-stable, they have finite shelf

lives and are subject to quality, freshness, and specification requirements imposed by customers and regulators.

Inaccurate demand forecasting,

changes in customer purchasing patterns, program delays, order cancellations, or shifts in retailer promotional strategies could result

in excess, slow-moving, or obsolete inventory.

levels may also increase as a result of operational disruptions, manufacturing inefficiencies, changes in production yields, or efforts

to build inventory in advance of anticipated demand or harvest availability.

Excess inventory may require markdowns, write-downs, or

disposal, which could adversely affect gross margins, operating results, and cash flows.

In addition, inventory that approaches the end

of its usable shelf life may be subject to customer rejection, reduced pricing, or increased handling and logistics costs.

cross-border manufacturing and distribution model further increases inventory risk due to extended production lead times, international

shipping durations, customs clearance processes, and limited ability to rapidly redeploy or rework finished goods.

Once inventory is

produced and shipped, our ability to adjust volumes in response to demand changes is constrained, increasing the risk of excess or obsolete

we are unable to accurately forecast demand, align production with customer requirements, or effectively manage inventory levels and

shelf life, we may experience increased inventory write-downs, reduced manufacturing utilization, margin compression, and higher working

capital requirements, any of which could materially adversely affect our business, financial condition, and results of operations.

insurance coverage may be insufficient to cover all potential losses, which could materially adversely affect our business and financial

maintain insurance coverage for certain risks associated with our business, including property damage, business interruption, product

liability, general liability, workers’ compensation, and other customary coverages.

However, our insurance policies are subject

to deductibles, coverage limits, exclusions, and other terms that may not fully cover all potential losses.

In addition, certain risks,

including some types of natural disasters, cyber incidents, supply chain disruptions, regulatory actions, or catastrophic events, may

be uninsurable or economically impractical to insure.

manufacturing operations are concentrated in a single facility in Peru, which increases our exposure to property damage, business interruption,

and operational disruption risks.

If a significant event were to damage our facility, disrupt operations, or result in product liability

or other claims, our insurance coverage may not be sufficient to fully compensate us for the associated losses, lost revenue, remediation

costs, or liabilities.

Furthermore, insurance coverage may not continue to be available on commercially reasonable terms, and premiums

may increase over time.

we incur losses that are not adequately covered by insurance, or if insurance becomes unavailable or prohibitively expensive, our business,

financial condition, results of operations, and cash flows could be materially adversely affected.

imposed on the importation of our products into the United States would increase the cost of our products and could result in decreased

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restrictions, or other trade barriers.

A significant portion of our products is manufactured in foreign countries, and as a result, we

are subject to tariffs, customs duties, and other trade-related costs.

While the recent tariffs imposed by President Trump don’t

apply to imports from Peru and Chile, if the U.S.

or other governments impose new or increased tariffs on goods imported from Peru or

other countries where we manufacture our products, it could increase our production costs, reduce our profit margins, and lead to higher

prices for consumers, potentially affecting demand for our products.

products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply

with applicable requirements could adversely affect our business and results of operations.

are affected by a wide range of governmental laws and regulations.

Examples of regulatory agencies influencing our operations include

the United States Department of Agriculture (the “USDA”), the Food and Drug Administration (the “FDA”), the Federal

Trade Commission (the “FTC”), and the Environmental Protection Agency (the “EPA”), among others.

These agencies

regulate, among other things, with respect to our products and operations:

design, development, and manufacturing;

testing, labeling, content, and language

of instructions for use and storage;

product safety;

marketing, sales, and distribution;

record keeping procedures;

advertising and promotion;

recalls and corrective actions;

product import and export.

laws and regulations affect various aspects of our business.

For example, certain food ingredient products manufactured by us are regulated

under the United States Federal Food, Drug, and Cosmetic Act (“FDCA”), as administered by the FDA.

Under the FDCA, pre-marketing

approval by the FDA is required for the sale of a food ingredient which is a food additive unless the substance is generally recognized

as safe, under the conditions of its intended use by qualified experts in food safety.

We believe that most food ingredients in our products

are generally recognized as safe.

However, this status cannot be determined until actual formulations and uses are finalized.

we may be adversely affected if the FDA determines that our food ingredient products do not meet the criteria for generally recognized

regulations to which we are subject are complex and have tended to become more stringent over time.

Regulatory changes could result in

restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales.

failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions and

third-party lawsuits such as:

warning letters;

civil penalties and civil lawsuits;

termination of distribution;

recalls or seizures of products;

termination of distribution;

delays in the introduction of products into

total or partial suspension of production.

of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial

We are subject to tariffs, customs duties, and other trade-related costs.

governments impose new or increased tariffs on goods imported from Peru or other countries where we manufacture our products, it could

increase our production costs, reduce our profit margins, and lead to higher prices for consumers, potentially affecting demand for our

Although tariffs imposed by the Trump administration were recently struck down by U.S.

Supreme Court, there can be no assurance

that other tariffs may be legally imposed in the future that will have a material adverse effect on our operations.

International

logistics and customs processes could increase costs and disrupt service levels.

export products from Peru to the United States.

Freight availability, fuel costs, port congestion, transit delays, and customs clearance

requirements may increase costs or delay deliveries, which could adversely affect operating results and customer relationships.

reliance on a limited number of key suppliers and service providers exposes us to supply chain concentration risk that could disrupt

operations and adversely affect our business.

operations rely on a limited number of key suppliers, manufacturers of specialized equipment, packaging providers, agricultural input

suppliers, logistics partners, and other service providers.

In certain cases, we may depend on single-source or limited-source vendors

for critical inputs, components, or services, including materials necessary for production and distribution.

any of these suppliers or service providers experience financial distress, operational disruptions, capacity constraints, quality failures,

labor shortages, cybersecurity incidents, transportation delays, or other adverse events, we may be unable to obtain sufficient materials

or services on a timely or cost-effective basis.

Because we may have limited bargaining power, alternative sources may not be readily

available, may require significant time and cost to qualify, or may be available only on less favorable terms, which could increase costs

and disrupt production or fulfillment.

relatively limited scale may also make us more vulnerable to supplier concentration risks, including reduced leverage in pricing negotiations,

longer lead times, and greater sensitivity to vendor disruptions.

If we are unable to maintain reliable supply chain relationships, manage

vendor risks, or secure alternative sources when needed, our production, margins, customer relationships, and operating results could

be materially adversely affected.

rely on third-party service providers for key operational functions, and disruptions or failures by these providers could materially

adversely affect our business and results of operations.

operations depend on third-party logistics, transportation, information technology, and service providers, and disruptions or failures

by these providers could adversely affect our operations and financial results.

and cost pressures could increase operating expenses and adversely affect our margins and profitability.

operating results are sensitive to inflationary pressures affecting labor, transportation, raw materials, utilities, packaging, and other

operating inputs.

Inflation in Peru, where our manufacturing operations are located, could increase wages, benefits, and other labor-related

costs, particularly in a competitive labor market.

Labor cost increases, including wage inflation, workforce shortages, or changes in

labor regulations, could raise our cost structure and reduce operating efficiency.

are also exposed to fluctuations in freight and logistics costs, including ocean freight, inland transportation, fuel, and port-related

Freight inflation, shipping delays, capacity constraints, or changes in global trade dynamics could increase distribution costs

and reduce margins.

addition, the cost and availability of agricultural raw materials and other commodities are subject to volatility driven by weather patterns,

climate variability, supply disruptions, energy prices, and global market conditions.

Increases in input costs may not be fully recoverable

through pricing actions, particularly in a competitive retail environment, which could result in margin compression.

inflationary pressures persist or intensify, and we are unable to effectively manage costs, improve operating efficiencies, or adjust

pricing, our gross margins, operating results, cash flows, and financial condition could be materially adversely affected.

economic, and social conditions in Peru could adversely affect our operations, costs, and financial results.

manufacturing operations are located in Peru, and a significant portion of our assets, employees, and operating activities are concentrated

in that country.

As a result, our business is subject to political, economic, and social risks specific to Peru that are beyond our control.

These risks include changes in government leadership or policy, political instability, civil unrest, labor strikes, changes in labor

laws or enforcement practices, tax or customs policy changes, currency controls, inflationary pressures, and disruptions to local infrastructure

or public services.

has experienced periods of political uncertainty and social unrest, which have, at times, disrupted transportation networks, ports, utilities,

and supply chains.

Such events could interfere with our ability to operate our manufacturing facility, source raw materials, transport

finished goods, or export products to the United States, resulting in production delays, increased costs, or lost sales.

conditions in Peru, including inflation, changes in interest rates, fluctuations in foreign exchange rates, or restrictions on the movement

of capital, could increase operating costs or limit our ability to repatriate cash.

In addition, changes in tax laws, customs duties,

regulatory interpretations, or enforcement practices by Peruvian authorities could increase our compliance obligations, result in disputes,

or adversely affect our financial results.

political, economic, or social conditions in Peru deteriorate, or if we are unable to effectively manage the risks associated with operating

in a foreign jurisdiction, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

in tax laws, cross-border tax matters, or adverse tax determinations in the United States or Peru could materially adversely affect our

financial condition and results of operations.

are subject to taxation in the United States and Peru, and our tax obligations are affected by the application and interpretation of

complex and evolving tax laws and regulations in both jurisdictions.

Changes in tax laws, tax rates, regulations, or administrative practices

in either country could increase our tax liabilities, reduce our after-tax earnings, or require changes to our business structure or

cross-border operations involve intercompany transactions, transfer pricing arrangements, and the allocation of income and expenses between

jurisdictions.

Tax authorities in the United States or Peru may challenge our transfer pricing positions, intercompany pricing methodologies,

or the characterization of transactions, which could result in additional taxes, interest, penalties, or disputes.

Such determinations

could increase our effective tax rate and adversely affect our financial results.

are also subject to indirect taxes, including value-added taxes, customs duties, and other transaction-based taxes in Peru, as well as

United States federal and state income taxes.

Changes in the administration, enforcement, or interpretation of these taxes, including

customs valuation or import/export rules, could increase compliance costs or tax liabilities.

addition, we may be subject to tax examinations or audits by United States or Peruvian tax authorities.

The outcomes of such audits are

uncertain and could result in assessments of additional taxes, interest, and penalties.

Our ability to utilize net operating losses or

other tax attributes may also be limited by future changes in tax law, ownership changes, or our operating performance.

tax authorities successfully challenge our tax positions, or if tax laws or enforcement practices change in ways that increase our tax

burden, our financial condition, results of operations, and cash flows could be materially adversely affected.

Related to Food Safety, Product Liability, and Regulation

are subject to extensive food safety, labeling, and product regulations, and noncompliance or quality failures could result in recalls,

import holds, enforcement actions, or reputational harm.

products are subject to United States and foreign food safety and labeling requirements, including regulation by the U.S.

Food and Drug

Administration and the Food Safety Modernization Act as it applies to imported foods.

Failure to comply with applicable requirements,

actual or alleged contamination, labeling errors, or other product quality issues could result in product recalls, market withdrawals,

import holds, fines, litigation, increased costs, and reputational harm, any of which could adversely affect our business and operating

addition, regulatory requirements governing ingredient disclosures, product claims, certifications, and labeling—including evolving

interpretations of terms such as “natural,” “organic,” or similar claims—may change or be subject to increased

enforcement or litigation.

Adverse publicity or legal challenges related to labeling or marketing claims could reduce consumer confidence,

increase compliance costs, and negatively impact demand for our products.

may be subject to product liability claims and recall.

contamination, spoilage, or consumer injury claims could expose us to product liability litigation, even if the claims are unfounded.

Our insurance coverage may be insufficient to cover all potential liabilities, and product liability claims could materially adversely

affect our business, financial condition, and reputation.

operations are subject to regulation in multiple jurisdictions, and regulatory changes or increased enforcement could increase costs

or disrupt operations.

business is subject to regulation by governmental authorities in the United States and Peru, including laws related to food safety, labor,

environmental practices, tax, and customs.

Changes in regulatory requirements, interpretations, or enforcement practices—particularly

those affecting imported foods or foreign manufacturing—could require operational changes, delay shipments, increase compliance

costs, or result in enforcement actions that could materially adversely affect our business and results of operations.

environmental, labor, and sustainability regulations may increase compliance costs and operational complexity.

are subject to environmental, labor, food safety, and employment laws and regulations in the jurisdictions in which we operate.

requirements may become more stringent over time, including increased reporting, compliance, or operational obligations related to sustainability,

environmental impact, and workforce practices.

Compliance with current or future regulations could increase costs, require changes to

operations, or limit our ability to source materials or operate facilities as currently structured.

Related to Licensed Technology and Intellectual Property

business depends on licensed dehydration technology, and limitations, disputes, or loss of exclusivity could materially harm our business.

business depends on licensed technology from EnWave Corporation, (“Enwave”), and changes to, loss of, or limitations under

this license could materially adversely affect our operations and competitive position.

Our production relies on proprietary vacuum-microwave

dehydration technology licensed from EnWave.

Because we do not own the underlying patents or core technology, our ability to manufacture

certain products depends on our continued rights under the license and our compliance with its terms.

the license, we are required to pay ongoing royalties and satisfy contractual obligations, including certain commercial and operational

requirements, to maintain our rights and, in some cases, product or territorial exclusivity.

Royalty obligations and minimum or exclusivity-related

payments may increase over time or become more burdensome under changing operating conditions.

The license contains termination and default

provisions, including for non-payment, insolvency, or breach of contractual obligations.

If the license were terminated or our exclusivity

rights were reduced, we could lose the ability to manufacture certain products using EnWave technology, which could materially adversely

affect our business and growth strategy.

retains ownership and control of the underlying technology and certain rights related to the equipment and its operation, and our dependence

on a third party for core production technology exposes us to risks related to technology availability, support, and continued cooperation.

In addition, EnWave may grant licenses to other companies, including competitors, which could reduce our technological differentiation

and increase competitive pressure.

Technological

advancements or the development of alternative processing technologies could reduce the competitiveness or commercial value of the licensed

technology over time.

If royalty obligations increase, exclusivity is reduced, competing licenses are granted, the technology becomes

less competitive, or the license is terminated, our business, financial condition, and results of operations could be materially adversely

may be unable to adequately protect our intellectual property and proprietary know-how.

competitive position depends on a combination of licensed rights, patents, trademarks, and trade secrets.

Third parties may challenge

patent validity, develop alternative technologies, or misappropriate proprietary know-how.

Enforcement efforts may be costly and could

divert management attention.

Related to Information Systems and Cybersecurity

to our information technology systems or cybersecurity incidents could harm operations, financial reporting, and our business.

rely on information technology systems and third-party service providers to support key business functions, including production planning,

inventory management, logistics coordination, order processing, financial reporting, and communications.

Cybersecurity incidents—including

ransomware attacks, malware infections, phishing, unauthorized access, denial-of-service attacks, and other cyber intrusions—could

compromise our systems or data, disrupt operations, and adversely affect our business.

successful ransomware or similar attack could result in the encryption or loss of critical data, operational downtime, supply chain disruptions,

delays in order fulfillment, and increased costs associated with remediation, system restoration, cybersecurity enhancements, and potential

ransom payments.

Because our manufacturing, logistics, and reporting processes depend on system availability and data integrity, a cybersecurity

incident could result in partial or complete operational shutdown, delays in production or shipments, and inability to process transactions

or prepare financial information on a timely basis.

also depend on third-party service providers, including cloud-based platforms, logistics and supply chain partners, and other vendors

that process, store, or transmit sensitive operational and financial data.

A cybersecurity breach affecting our suppliers, service providers,

or other participants in our supply chain could expose us to data loss, operational disruption, contractual liabilities, or reputational

harm, even if our own systems are not directly compromised.

Cybersecurity

incidents could also result in theft, loss, or unauthorized disclosure of confidential business information, financial data, or personal

information, which could expose us to litigation, regulatory investigations, penalties, and remediation costs.

In addition, a significant

cybersecurity incident could impair our ability to maintain effective internal control over financial reporting, delay required filings

with the Securities and Exchange Commission, require public disclosure of material incidents, and harm investor confidence.

we maintain cybersecurity controls and business continuity measures, these protections may not be sufficient to prevent or fully mitigate

cybersecurity risks.

The occurrence of a cybersecurity incident could materially adversely affect our operations, financial condition,

results of operations, and reputation.

Related to Personnel and Business Continuity

success depends on a limited number of key personnel, and we may have difficulty attracting and retaining qualified employees.

business depends on executive leadership and skilled operational, technical, and commercial personnel to scale manufacturing, manage

customer relationships, maintain compliance, and satisfy public company reporting requirements.

The loss of key personnel or inability

to recruit and retain qualified employees could disrupt execution and adversely affect operating results.

Chief Financial Officer is not a full-time employee.

Dalfonsi, our Chief Financial Officer, is not a full-time employee of the Company and is simultaneously serving other interests.

can be no assurance that we will be able to successfully manage our finance and accounting matters without a full-time Chief Financial

availability, wage inflation, or workplace safety incidents could increase costs and disrupt operations.

manufacturing operations depend on a stable workforce and safe working conditions.

Labor shortages, turnover, wage inflation, or safety

incidents could reduce productivity, increase costs, and disrupt production.

Changes in labor laws or enforcement practices could increase

compliance burdens and operating costs.

Related to Corporate Governance

governing documents designate Nevada courts as the exclusive forum for certain stockholder actions.

governing documents designate Nevada courts as the exclusive forum for certain stockholder actions, which may limit stockholders’

ability to obtain a favorable judicial forum and could discourage litigation, potentially adversely affecting stockholders’ rights.

Related to Legal Proceedings and Compliance

may be subject to litigation, regulatory proceedings, and other legal matters that could materially adversely affect our business, financial

condition, and results of operations.

We may also be required to take corrective actions, such as installing additional equipment or

taking other actions, each of which could require us to make substantial capital expenditures.

In addition, we could be required to indemnify

our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against

As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired

by our obligation to provide such indemnification to our employees.

reputation could suffer from real or perceived issues involving the labeling or marketing of our products.

that we sell carry claims as to their origin, ingredients, or health benefits, including, by way of example, the use of the term “natural”,

“functional”, or “healthy”, or similar synonyms or implied statements relating to such benefits.

FDA and the USDA each has issued statements regarding the appropriate use of the word “natural,” there is no single, U.S.

government regulated definition of the term “natural” for use in the food industry, which is true for many other adjectives

common in our industry.

The resulting uncertainty has led to consumer confusion, distrust, and legal challenges.

Plaintiffs have commenced

legal actions against several food companies that market “natural” products, asserting false, misleading, and deceptive advertising

and labeling claims, including claims related to genetically modified ingredients.

In limited circumstances, the FDA has taken regulatory

action against products labeled “natural” but that nonetheless contain synthetic ingredients or components.

Should we become

subject to similar claims, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded.

Adverse publicity about these matters may discourage consumers from buying our products.

The cost of defending against any such claims

could be significant.

Any loss of confidence on the part of consumers in the truthfulness of our labeling or ingredient claims would

be difficult and costly to overcome and may significantly reduce our brand value.

Any of these events could adversely affect our reputation

and brand and decrease our sales, which would have a material adverse effect on our business, financial condition, and results of operations.

certain USDA regulations set forth the minimum standards producers must meet in order to have their products labeled as “certified

organic.” While we believe our products and our supply chain are in compliance with these regulations, changes to food regulations

may increase our costs to remain in compliance.

We could lose certifications if a facility becomes contaminated, if we do not use raw

materials that are certified, or if key ingredients used in our products are no longer allowed to be used in food certifications.

loss of our certifications could materially and adversely affect our business, financial condition, or results of operations.

addition, the USDA has proposed a rule requiring disclosure of the use of genetic engineering in manufacturing a product or an ingredient

used in a product.

The rule has not been finalized, and we are unable to predict with certainty what the final requirements will be.

If the USDA issues bioengineering disclosure regulations inconsistent with our practices, the resulting changes in labeling could adversely

affect customer acceptance of our product and materially and adversely affect our business.

and regulatory enforcement concerning marketing and labeling of food products could adversely affect our business and reputation.

marketing and labeling of any food product in recent years has brought increased risk that consumers will bring class action lawsuits

and that the FTC and/or state attorneys general will bring legal action concerning the truth and accuracy of the marketing and labeling

of the product.

Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices

and breach of state consumer protection statutes.

The FTC and/or state attorneys general may bring legal action that seeks removal of

a product from the marketplace and impose fines and penalties.

Even when unmerited, class claims, action by the FTC or state attorneys’

general enforcement actions can be expensive to defend and adversely affect our reputation with existing and potential customers and

consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition or results

of operations.

may face scrutiny from evolving state regulations concerning health, safety, our supply chain and marketing.

addition to the federal regulatory issues listed above, there are a growing number of state regulations that might impair our ability

to operate and avoid interruption.

For example, California currently enforces legislation commonly referred to as “Proposition

65” that requires that “clear and reasonable” warnings be given to consumers who are exposed to chemicals known to

the State of California to cause cancer or reproductive toxicity.

Although we seek to comply with the requirements of Proposition 65,

there can be no assurance that we will not be adversely affected by litigation or other actions relating to Proposition 65 or future

legislation that is similar or related thereto.

Increased compliance costs associated with operating in California and other states could

adversely affect our business, financial condition and results of operations.

Related to Our Capital Structure

indebtedness could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changes

in the economy or our industry and prevent us from meeting our financial obligations and our creditors have broad remedies in the event

of December 31, 2024 and 2023, we had total liabilities of $10,514,292 and $914,622, respectively.

Certain portions of this indebtedness

are secured by a security interest in substantially all of our assets, and our security agreements include broad remedies in favor of

the lenders, including the right to foreclose on pledged assets in connection with an event of default.

we cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our debt, dispose of assets,

or issue equity to obtain necessary funds.

We do not know whether we will be able to do any of this on a timely basis or on terms satisfactory

to us, or at all.

Our substantial indebtedness could have important consequences, including:

our ability to obtain additional debt or

equity financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other

purposes may be limited;

a portion of our cash flows from operations

will be dedicated to the payment of principal and interest on the indebtedness and will not be available for other purposes, including

operations, capital expenditures and future business opportunities;

we may be vulnerable in a downturn in general

economic conditions or in business or may be unable to carry on capital spending that is important to our growth.

Articles of Incorporation provide that the Nevada Eighth Judicial District Court of Clark County, Nevada shall be the exclusive forum

for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable

judicial forum for disputes with us or our directors, officers or employees.

Articles of Incorporation provide that, subject to limited exceptions, the Nevada Eighth Judicial District Court of Clark County, Nevada

shall be, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought in

the name or right of the Corporation or on its behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of

our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision

of Nevada Revised Statutes (“NRS”) Chapters 78 or 92A, our Articles of incorporation or our bylaws, (iv) any action to interpret,

apply, enforce or determine the validity of our Articles of Incorporation or bylaws, or (v) any action asserting a claim governed by

the internal affairs doctrine.

Notwithstanding

these provisions of our Articles of Incorporation, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits

brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of

the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder, and notwithstanding the provisions of our Articles of Incorporation,

compliance with the federal securities laws and the rules and regulations thereunder may not be waived by our investors.

the exclusive forum provision of our Articles of Incorporation would not apply to suits brought to enforce any liability or duty created

by the Securities Act, the Exchange Act the rules and regulations thereunder or any other claim for which the federal courts have exclusive

or concurrent jurisdiction, which may cause us to incur additional costs associated with resolving such actions in other jurisdictions.

choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for certain

disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers,

employees and agents.

Stockholders who do bring a claim in the Nevada Eighth Judicial District Court of Clark County, Nevada could face

additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Nevada.

Eighth Judicial District Court of Clark County Nevada may also reach different judgments or results than would other courts, including

courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or

results may be more favorable to us than to our stockholders.

Alternatively, if a court were to find the choice of forum provision contained

in our Articles of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving

such action in other jurisdictions, which could adversely affect our business and financial condition.

are an emerging growth company and a smaller reporting company, and the reduced reporting requirements applicable to emerging growth

companies and smaller reporting companies may make our common stock less attractive to investors.

are an emerging growth company, as defined in the JOBS Act.

For as long as we continue to be an emerging growth company, we may take

advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the

requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

We could be an emerging growth company until the five-year anniversary of our IPO, although circumstances could

cause us to lose that status earlier, including if we become a “large accelerated filer” as defined in Rule 12b-2 under the

Securities Exchange Act of 1934, as amended, or the Exchange Act, or if we have total annual gross revenue of $1.07 billion or more during

any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31 or,

if we issue more than $1.0 billion in non-convertible debt during any three year period before that time, in which case we would cease

to be an emerging growth company immediately.

Even after we no longer qualify as an emerging growth company, we may still qualify as

a “smaller reporting company”, which would allow us to take advantage of many of the same exemptions from disclosure requirements,

including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Investors may find our common stock

less attractive because we may rely on these exemptions.

We may take advantage of certain of the scaled disclosures available to smaller

reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock

held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue

is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates

is less than $700.0 million measured on the last business day of our second fiscal quarter.

If some investors find our common stock less

attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

time to time, we may become involved in legal proceedings, claims, and regulatory matters arising in the ordinary course of business.

These may include, among others, commercial disputes, contract claims, intellectual property matters, employment and labor claims, product

liability claims, consumer protection actions, regulatory or governmental investigations, and other proceedings.

and regulatory matters can be costly, time-consuming, and disruptive to our operations and may divert the attention of management and

other personnel.

Even when claims lack merit, the costs associated with defending or resolving such matters can be significant.

outcomes, including judgments, settlements, fines, penalties, or injunctions, could materially adversely affect our financial condition,

results of operations, cash flows, and reputation.

addition, legal proceedings may result in substantial damages, increased insurance premiums, loss of intellectual property rights, changes

to our business practices, or other unfavorable outcomes.

We may also be subject to claims arising from customer disputes, supplier relationships,

technology licensing arrangements, or cross-border operations, including matters subject to foreign jurisdictions, which may increase

the complexity, cost, and uncertainty of such proceedings.

insurance coverage may not be sufficient to cover all potential losses associated with legal claims, and some types of claims may not

be covered by insurance at all.

If we are required to record significant legal expenses, damages, or settlement costs, our business,

financial condition, and results of operations could be materially adversely affected.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors