What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-12 · 729 added, 957 removed, 304 unchanged (85% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

September 30,

receivable, net

on inventory purchases

expenses and other current assets

current assets

Accounts receivable, net

Advances on inventory purchases

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Right-of-use assets

Other receivable, net of current portion

Note receivable

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

Accrued expenses

Other current liabilities

Convertible notes payable, related parties, net of discounts

Equipment notes payable, current portion

Notes payable, related parties

and equipment, net

receivable, net of current portion

and Stockholders’ Equity

notes payable, related party, net of discounts

notes payable, current portion

Finance lease liability, current portion

Total current liabilities

Notes payable

Equipment notes payable, net of current portion

Convertible notes payable, related parties, net of discounts

Operating lease liability, net of current portion

Finance lease liability, net of current portion

Total Liabilities

Stockholders’ Equity:

Preferred stock, $ 0.001 par value, 8,000,000 shares authorized;

no shares issued and outstanding

Common stock, $ 0.001 par value, 80,000,000 shares authorized;

12,234,478 and 8,424,600 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated deficit

payable, related party

payable, current portion

lease liability, current portion

current liabilities

notes payable, net of current portion

lease liability, net of current portion

Stockholders’

stock, $ 0.001 par

value, 8,000,000 shares

issued and outstanding

stock, $ 0.001 par

value, 80,000,000 shares

14,582,416 and

13,385,459 shares

issued and outstanding at March 31, 2026 and December 31, 2025, respectively

paid-in capital

other comprehensive income (loss)

( 25,479,013 )

( 23,686,729 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes to financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Nine Months Ended

September 30,

Cost of goods sold

Gross profit (loss)

the Three Months Ended

of goods sold

and administrative

and handling to customers

and promotions

operating expenses

General and administrative

Salaries and wages

Professional fees

Shipping and handling to customers

Advertising and promotions

Total operating expenses

Operating loss

( 1,619,130 )

( 3,456,065 )

( 2,754,670 )

income (expense):

other income (expense)

Interest income

Interest expense

Total other income (expense)

$ ( 1,792,284 )

$ ( 918,382 )

$ ( 4,094,090 )

$ ( 3,264,326 )

Other comprehensive income (loss):

Gain (loss) on foreign currency translation

Net other comprehensive loss

$ ( 1,574,681 )

$ ( 1,272,657 )

$ ( 4,067,456 )

$ ( 3,266,120 )

Weighted average common shares outstanding - basic and diluted

Net loss per common share - basic and diluted

accompanying notes to financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2025

Preferred Stock

Additional Paid-In

Subscriptions

Accumulated Other Comprehensive

Total Stockholders’

Income (Loss)

Balance, June 30, 2025

$ ( 20,083,595 )

Common stock issued pursuant to ATM program

Exercise of warrants by note holders

Stock options issued for services

Gain on foreign currency translation

( 1,572,552 )

Balance, September 30, 2025

$ ( 21,656,147 )

For the Three Months Ended September 30, 2024

Preferred Stock

Additional Paid-In

Subscriptions

Accumulated Other Comprehensive

Total Stockholders’

Income (Loss)

Balance, June 30, 2024

$ ( 14,804,062 )

Common stock issued pursuant to secondary public offering

Common stock issued for services

Stock options issued for services

Common stock warrants granted to note holders pursuant to debt financing

Fair value adjustment on

amended warrants

comprehensive income (loss):

(loss) on foreign currency translation

( 1,270,805 )

other comprehensive loss

$ ( 1,848,529 )

Balance, September 30, 2024

$ ( 910,173 )

average common shares outstanding - basic and diluted

loss per common share - basic and diluted

accompanying notes to financial statements.

For the Nine Months Ended September 30, 2025

Preferred Stock

Additional Paid-In

Subscriptions

Accumulated Other Comprehensive

Total Stockholders’

Income (Loss)

Balance, December 31, 2024

$ ( 17,562,057 )

Common stock issued pursuant to ATM program

Exercise of Kaufman Kapital convertible debt warrants

Exercise of warrants by note holders

Fair value adjustment on

amended warrant

Stock options issued for services

Gain on foreign currency translation

( 4,094,090 )

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the Three Months Ended March 31, 2026

Other Comprehensive

Stockholders’

December 31, 2025

$ ( 23,686,729 )

Balance, September 30, 2025

of common stock under ATM program, net of issuance costs

of common stock in connection with debt conversion

of common stock upon exercise of warrants

compensation expense

currency translation adjustment

( 1,792,284 )

For the Nine Months Ended September 30, 2024

Preferred Stock

Additional Paid-In

Subscriptions

Accumulated Other Comprehensive

Total Stockholders’

Income (Loss)

Balance, December 31, 2023

( 1,792,284 )

March 31, 2026

$ ( 25,479,013 )

Common stock issued pursuant to secondary public offering

Common stock issued for services

Stock options issued for services

Common stock warrants granted to note holders pursuant to debt financing

Fair value adjustment on

amended warrants

Loss on foreign currency translation

For the Three Months Ended March 31, 2025

Other Comprehensive

Stockholders’

December 31, 2024

$ ( 17,562,057 )

Balance, September 30, 2024

of common stock under ATM program, net of issuance costs

of common stock upon exercise of warrants

compensation expense

currency translation adjustment

March 31, 2025

$ ( 18,480,439 )

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash flows from operating activities

$ ( 4,094,090 )

$ ( 3,264,326 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Provision for prepaid inventory

Amortization of debt discounts

Fair value adjustment on amended warrant

Common stock issued for services

Options and warrants issued for services

Decrease (increase) in assets:

Accounts receivable

( 1,065,942 )

Advances on inventory purchases

Prepaid expenses and other current assets

Right-of-use asset

Other long term asset and receivable

Increase (decrease) in liabilities:

Accounts payable

Accounts payable, related parties

Accrued expenses

Operating lease liability

Net cash used in operating activities

the Three Months Ended

flows from operating activities

$ ( 1,792,284 )

$ ( 918,382 )

Cash flows from investing activities

Purchase of property and equipment

to reconcile net loss to net cash used in operating activities:

of finance lease right-of-use asset

on disposal of property and equipment

in allowance for doubtful accounts

of debt discounts

compensation expense

(increase) in assets:

( 1,035,104 )

Payments received on notes receivable

Net cash used in investing activities

on inventory purchases

( 1,640,950 )

Cash flows from financing activities

Payment of deferred offering costs

Repayment of equipment notes payable

Proceeds received on notes payable, related parties

Proceeds received on convertible notes payable, related parties

Repayment on notes payable, related parties

expenses and other current assets

long-term asset and receivable

(decrease) in liabilities:

cash used in operating activities

( 2,095,942 )

Principal payments on finance lease

Proceeds from sale of common stock pursuant to ATM program

Proceeds from exercise of warrants

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash

( 1,937,207 )

Cash - beginning of period

Cash - ending of period

Supplemental disclosures:

Interest paid

Income taxes paid

Non-cash investing and financing transactions:

Equipment purchased with debt financing

Relative fair value of warrants issued as a debt discount

Initial recognition of right-of-use assets and lease liabilities

flows from investing activities

of property and equipment

cash used in investing activities

flows from financing activities

of equipment notes payable

received on notes payable, related party

Increase in finance lease obligations

from sale of common stock pursuant to ATM program

from exercise of warrants

cash provided by financing activities

of exchange rate changes on cash

increase (decrease) in cash

- beginning of period

- ending of period

investing and financing transactions:

of convertible debt into common stock

accompanying notes to financial statements.

4 unchanged sentences

dehydrated fruit and vegetable snacks and powders manufactured at a 50,000 square foot production facility leased by the Company in Pisco,

April 2024, we formed BranchOut Food Sucursal Peru, our Peruvian wholly-owned subsidiary, to operate our production facility in Pisco

Peru, which commenced operations in December 2024.

Peru (“Peru Facility”).

April 2024, we formed BranchOut Food Sucursal Peru, our Peruvian wholly-owned subsidiary, to operate our Peru Facility, which commenced operations in December 2024.

Our products are produced using our advanced dehydration platform licensed exclusively

5 unchanged sentences

Prior to operating our production facility, we relied on contract manufacturers.

April 2024, the Company initiated an organizational realignment to expand manufacturing operations by opening and operating a

factory in Pisco, Peru.

This large-scale initiative aligned the Company’s resources, strategies, and goals with our desired

Through September 30, 2025, we have incurred total aggregate costs of approximately $ 6.4

million related to this initiative, consisting of (i) approximately $ 5.1

million in factory start-up costs including purchasing equipment, build-out, and supplies for the new facility and (ii)

approximately $ 1.3

million in factory idle capacity, professional fees, legal fees, and travel costs.

the nine months ended September 30, 2025, we incurred approximately $ 1.5 million of realignment costs comprised of:

$ 573,991 for capitalized

machinery and equipment, $ 848,906 for factory idle capacity, $ 29,652 for travel costs and $ 88,016 for professional and legal fees.

the nine months ended September 30, 2024, we incurred approximately $ 2.4 million of realignment costs comprised of:

$ 2.1 million for

capitalized machinery and equipment, $ 45,601 for travel costs and $ 263,916 for professional and legal fees.

2 - Basis of Presentation and Summary of Significant Accounting Policies

of Accounting

accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) for interim financial reporting and pursuant to

the rules and regulations of the U.S.

2 unchanged sentences

information and notes required by GAAP for complete financial statements.

In the opinion of the Company’s management, the accompanying

unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature)

necessary to present fairly the financial position as of September 30, 2025, the results of operations for the three and nine months

ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

The results of operations for

the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

balance sheet as of December 31, 2024 was derived from our audited financial statements.

The accompanying condensed consolidated financial

statements and notes thereto should be read in conjunction with the audited financial statements for the year ended December 31, 2024,

which were included in our Annual Report on Form 10-K.

The Company follows the same accounting policies in the preparation of interim

the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments,

consisting only of normal recurring adjustments, considered necessary to present fairly the Company’s financial position as of

March 31, 2026, the results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months

ended March 31, 2026 and 2025.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of

the results to be expected for the full year ended December 31, 2026 or any other interim period.

condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as

of that date.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s

audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025.

The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial

statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material

changes to the Company’s significant accounting policies during the three months ended March 31, 2026.

Certain amounts presented in these condensed consolidated financial

statements and accompanying notes have been rounded to the nearest thousand or million, as applicable.

of Consolidation

accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control

and ownership at September 30, 2025:

BranchOut Food Inc.

BranchOut Food Sucursal Peru (2)

Holding company in the form of a corporation.

Peruvian wholly-owned subsidiary

of BranchOut Food Inc.

established on April 26, 2024 in the form of a branch.

consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above.

The Company’s headquarters

are located in Bend, Oregon.

shown in the accompanying condensed consolidated financial statements, as of September 30, 2025, the Company has incurred recurring losses

from operations resulting in an accumulated deficit of $ 21,656,147 , with positive working capital of $ 2,118,922 , which may not be sufficient

to sustain operations.

accompanying condensed consolidated financial statements include the accounts of the following entities, all of which were under

common control and ownership at March 31, 2026:

Food Sucursal Peru (2)

company in the form of a corporation.

wholly-owned subsidiary of BranchOut Food Inc.

in the form of a branch.

condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above.

Company’s headquarters are located in Bend, Oregon.

shown in the accompanying condensed consolidated financial statements, as of March 31, 2026, the Company has incurred recurring losses

from operations resulting in an accumulated deficit of $ 25.5 million, with negative working capital of $ 1.1 million, which may not be

sufficient to sustain operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

is actively pursuing new customers and continues to expand the Company’s product mix to increase revenues.

In addition, the Company

is currently seeking additional sources of capital to fund short-term operations.

Management believes these factors will contribute to

achieving profitability.

The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary

if the Company is unable to continue as a going concern.

These condensed consolidated financial statements also do not include any adjustments

relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might

be necessary should the Company be unable to continue as a going concern.

Management is actively pursuing new customers and continues to expand the Company’s product mix to increase revenues.

the Company is currently seeking additional sources of capital to fund short-term operations.

Management believes these factors will

contribute toward achieving profitability.

accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable

to continue as a going concern.

These condensed consolidated financial statements also do not include any adjustments relating to the

recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should

the Company be unable to continue as a going concern.

Reclassifications

prior period amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on previously

reported net loss, total assets, total liabilities, or stockholders’ equity, but affected the classification of certain amounts

within the condensed consolidated statements of operations and condensed consolidated statements of cash flows.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the

2 unchanged sentences

Actual results could differ from these estimates.

ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information

is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources

and in assessing performance.

The Company has two components, consisting of its sales operations in the United States, and its production

operations in Peru.

ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available

that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in

assessing performance.

The Company has two components, consisting of its sales operations in the United States, and its production operations

Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s

1 unchanged sentence

Value of Financial Instruments

Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures

Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles

and expands disclosures about fair value measurements.

This statement reaffirms that fair value is the relevant measurement attribute.

The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein.

amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management

to approximate fair value primarily due to the short-term nature of the instruments.

820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for instruments measured at fair value that distinguishes

between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs).

inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent

of the Company.

Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants

would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid

to transfer a liability in an orderly transaction between market participants.

As a basis for considering market participant assumptions

in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets

or liabilities in active markets.

2 inputs to the valuation methodology include quoted prices for similar assets and liabilities

in active markets, and inputs that are observable for the asset or liability, either directly

or indirectly, for substantially the full term of the financial instrument.

3 inputs to valuation methodology are unobservable and significant to the fair measurement.

assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination

of fair value requires more judgment.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest

for instruments categorized in Level 3.

A financial instrument’s level within the fair value hierarchy is based on the lowest level

of any input that is significant to the fair value measurement.

and Cash Equivalents

4 unchanged sentences

are stated at cost plus accrued interest, which approximates market value.

There were no cash equivalents on hand on September 30, 2025

or December 31, 2024.

There were no cash equivalents on hand on March 31, 2026 or

December 31, 2025.

in Excess of FDIC Insured Limits

1 unchanged sentence

Accounts are guaranteed by

the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 ,

under current regulations.

The Company had $ 424,706

and $ 1,555,223

in excess of FDIC insured limits on September 30, 2025 and

December 31, 2024, respectively, and has not experienced any losses in such accounts.

the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , under current regulations.

The Company had $ 192,122 and

$ 250,014 in excess of FDIC insured limits on March 31, 2026 and December 31, 2025, respectively, and has not experienced any losses in

such accounts.

and Development

operate in a fast-moving category shaped by shifting consumer preferences, requiring continuous innovation and new product development.

Company operates in a fast-moving category shaped by shifting consumer preferences, requiring continuous innovation and new product development.

To support this, we rely on our proprietary GentleDry™ Technology, an advanced dehydration platform licensed exclusively from EnWave

We expect to continue investing in R&D as we scale our GentleDry™ product portfolio and bring new, innovative

offerings to market that align with evolving consumer needs.

We expect to continue investing in research and development as we scale our GentleDry™ product portfolio and bring

new, innovative offerings to market that align with evolving consumer needs.

and development costs include salaries, building costs, utilities, administrative expenses and other corporate costs.

For the nine months

ending September 30, 2025, our research and development expenses totaled $ 208,265 , compared to $ 14,348 for the same period in 2024.

For the three months

ending March 31, 2026, our research and development expenses totaled $ 16,638 , compared to $ 7,742 for the same period in 2025.

and Equipment

and equipment are stated at the lower of cost or estimated net recoverable amount.

and equipment are stated at cost, less accumulated depreciation and impairment losses.

The cost of property, plant and equipment is depreciated

2 unchanged sentences

Schedule of Estimated Useful Lives

Office equipment

Furniture and fixtures

Equipment and machinery

Leasehold Improvements

and machinery

in progress consists of costs incurred on machinery, equipment, and facility improvements that have not yet been placed into service.

These costs are not depreciated until the related assets are completed and placed into service, at which time they are reclassified to

the appropriate property and equipment category and depreciation begins.

and maintenance expenditures are charged to operations as incurred.

12 unchanged sentences

carrying value exceeds discounted cash flows of future operations.

indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will

contribute cash flows to the Company perpetually.

We evaluate the recoverability of intangible assets periodically by considering events

or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

The Company expenses

internally developed trademarks.

evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates

of useful lives or that indicate the asset may be impaired.

Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded

11 unchanged sentences

of Goods Sold

of goods sold includes the direct costs associated with the purchase, production and manufacturing of the Company’s products.

costs are primarily calculated from direct raw materials, labor, and variable manufacturing costs.

We determine manufacturing overhead

by applying a predetermined rate based on actual machine hours used in production.

Overhead costs include factory rent, utilities, depreciation,

and other factory-related expenses, allocated to products based on the factory’s capacity and actual machine hours incurred during

analyze factory capacity to establish a normal level of production, which serves as the basis for allocating manufacturing overhead costs.

This approach ensures that our overhead costs are systematically and consistently allocated to inventory.

of goods sold includes the direct costs associated with the production and manufacture of the Company’s products.

Production costs

primarily consist of direct raw materials, direct labor, and manufacturing overhead.

These costs are capitalized into inventory and recognized

as cost of goods sold when the related products are sold.

Manufacturing

overhead is allocated to inventory based on production capacity.

Overhead costs include utilities, depreciation, and other factory-related

The Company allocates fixed manufacturing overhead to inventory based on the normal capacity of the production facilities in

accordance with ASC 330, Inventory .

Costs associated with abnormal levels of idle capacity or other abnormal production costs

are expensed as incurred.

The Company periodically reviews production capacity and manufacturing overhead allocations to ensure that

inventory costs reflect normal production levels.

and Promotions Costs

Company incurs advertising and promotional expenses related to demos with customers, trade shows, and promotional allowances.

and promotional costs are expensed as incurred.

Advertising and promotional expenses were $ 579,507 and $ 223,801 for the nine months ending

September 30, 2025 and 2024, respectively.

Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation

All transactions in which the consideration provided in exchange for the purchase of goods or services consists

of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the

equity instrument issued, whichever is more reliably measurable.

Company incurred stock-based compensation in the amount of $ 177,257 and $ 698,785 for the nine months ended September 30, 2025 and 2024,

respectively.

Company incurs advertising and promotional costs related primarily to product demonstrations, trade shows, and other marketing activities

intended to promote the Company’s products and brand awareness.

Advertising and promotional costs are expensed as incurred and

are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Company accounts for stock-based compensation in accordance with ASC 718, Stock Compensation .

Compensation expense for equity

awards is measured at the grant-date fair value and recognized over the requisite service period, generally the vesting period of the

The Company estimates the fair value of stock options using a valuation model that incorporates assumptions such as expected volatility,

expected term, and the risk-free interest rate.

Currency Translation

functional currency of the Company’s foreign subsidiary in Peru is the Peruvian sol.

Assets and liabilities of foreign operations

are translated into U.S.

dollars at exchange rates in effect at the balance sheet date.

Revenues and expenses are translated at average

exchange rates prevailing during the period.

adjustments resulting from this process are recorded in accumulated other comprehensive income (loss) as a component of stockholders’

gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are recognized

in the condensed consolidated statements of operations as incurred.

Company accounts for income taxes in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax assets

and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and

the tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse.

valuation allowance is recorded to reduce deferred tax assets to the amount that management believes is more likely than not to be realized.

In assessing the need for a valuation allowance, management considers all available positive and negative evidence, including historical

operating results, expectations of future taxable income, and the reversal of existing taxable temporary differences.

Due to the Company’s

cumulative losses since inception, management has determined that it is more likely than not that the Company’s deferred tax assets

will not be realized and has recorded a full valuation allowance.

Company recognizes the financial statement benefit of a tax position only after determining that it is more likely than not that the

position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position.

For tax positions

meeting the more-likely-than not recognition threshold, the amount recognized in the financial statements is the largest benefit that

is greater than 50 percent likely of being realized upon ultimate settlement.

The Company evaluates uncertain tax positions on a periodic

There have been no material changes to the Company’s uncertain tax positions since December 31, 2025.

Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense.

and Diluted Net Loss Per Share

Company computes basic net loss per common share by dividing net loss attributable to common stockholders by the weighted average number

of common shares outstanding during the period.

Diluted net loss per common share is computed by dividing net loss attributable to common

stockholders by the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding

during the period using the treasury stock or if-converted methods, as applicable.

the three months ended March 31, 2026 and 2025, the inclusion of potentially dilutive securities would have been anti-dilutive due to

the Company’s net loss;

therefore, diluted net loss per share is the same as basic net loss per share.

Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted

by the Company as of the specified effective date.

If not discussed, management believes that the impact of recently issued standards,

which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting

Standards Board (“FASB”).

ASUs not discussed below were assessed and determined to be either not applicable to the Company

or not expected to have a material impact on the Company’s consolidated financial statements.

Adopted Accounting Standards

November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, “S egment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.

” The ASU updated reportable segment disclosure requirements, primarily through

requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The Company adopted

2023-07 during the year ended December 31, 2024.

See Note 17 “ Segment Reporting ” in the accompanying Notes

to the Consolidated Financial Statements for additional information.

Standards Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness.

in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide

additional qualitative information for reconciling items that meet a quantitative threshold.

In addition, the amendments in ASU 2023-09

require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated

by individual jurisdictions.

The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between

federal, state and foreign taxes.

For public business entities, the amendments in this update are effective for annual periods beginning

after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available

for issuance.

The amendments in this update should be applied on a prospective basis and retrospective application is permitted.

Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01,

“ Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of

Income Statement Expenses.

” The guidance requires disclosures about specific expense categories, including but not limited

to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses.

The ASU is effective in the first

annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December

The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

July 2025, the FASB issued ASU No.

2025-05, “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses

for Accounts Receivable and Contract Assets” (“ASU 2025-05”) which provides a practical expedient for all entities

related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions

accounted for under Topic 606.

ASU 2025-05 will be adopted prospectively and will be effective for the Company beginning January 1, 2026,

including interim periods in 2026, with early adoption permitted.

The Company is currently assessing the effect that adoption of this

guidance will have on its Consolidated Financial Statements.

The amendments require

enhanced income tax disclosures, including additional disaggregation within the effective tax rate reconciliation and disclosure of income

taxes paid by jurisdiction.

The Company adopted ASU 2023-09 during the year ended December 31, 2025.

See Note 12 – Income Taxes

for additional information.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets .

The amendments introduce a practical expedient for estimating expected credit losses on current accounts

receivable and contract assets arising from transactions accounted for under ASC 606.

The Company adopted this guidance effective January

Adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Standards Not Yet Adopted

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40) , and in January 2025 issued ASU 2025-01, which clarified the effective date of ASU 2024-03.

The amendments require

public business entities to provide additional disclosures that disaggregate certain income statement expenses, including purchases of

inventory, employee compensation, depreciation, amortization, and selling expenses.

The guidance is effective for annual reporting periods

beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

is currently evaluating the impact of this guidance on its consolidated financial statement disclosures.

3 – Revenue Recognition

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer .

Under ASC 606, the Company recognizes

revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer

of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects

the consideration which the Company expects to be entitled to receive in exchange for those goods or services.

To determine revenue recognition

for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate

the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance

The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather

than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses

in the statement of operations.

Revenue is reported net of applicable provisions for discounts, returns and allowances.

Methodologies

for determining these provisions are dependent on customer pricing and promotional practices.

The Company records reductions to revenue

for estimated product returns and pricing adjustments in the same period that the related revenue is recorded.

These estimates are based

on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to

consumers through third party website platforms.

These sales contain a single performance obligation, and revenue is recognized at a

single point in time when ownership, risks and rewards transfer.

Typically, this occurs when the goods are received by the retailer or

customer, or when the title of goods is exchanged.

Revenues are recognized in an amount that reflects the net consideration the Company

expects to receive in exchange for the goods.

Company promotes its products with advertising, consumer incentives and trade promotions.

These programs include discounts, slotting

fees, coupons, rebates, in-store display incentives and volume-based incentives.

Customer trade promotion and consumer incentive activities

are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of

The Company derives these estimates based principally on historical utilization and redemption rates.

The Company does not

receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the Company’s

invoices are based on the billing schedule established in contracts and purchase orders with customers.

such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and

nine months ended September 2025 and 2024:

Schedule of Revenue

For the Three Months Ended

For the Nine Months Ended

September 30,

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers .

Revenue is recognized when control

of promised goods transfers to customers in an amount that reflects the consideration the Company expects to receive in exchange for

The Company generates revenue primarily from the sale of plant-based snack products and bulk-ingredient products to retailers

and distributors, and to a lesser extent from direct-to-consumer sales through third-party e-commerce platforms.

These arrangements typically

contain a single performance obligation, which is the delivery of finished goods to the customer.

is recognized at a point in time when control of the goods transfers to the customer, which generally occurs upon delivery to the retailer

or customer, or when title and risk of loss pass to the customer in accordance with the contractual shipping terms.

Revenue is recorded

net of variable consideration, including discounts, promotional allowances, returns, and other pricing adjustments.

Estimates of variable

consideration are recognized in the period the related revenue is recorded and are based on historical experience, contractual terms,

and other relevant factors.

These estimates are updated each reporting period as additional information becomes available.

Company promotes its products through trade promotions and consumer incentive programs, including discounts, slotting fees, coupons,

rebates, in-store display incentives, and volume-based incentives.

These amounts are recorded as reductions of revenue as they represent

variable consideration payable to customers or consumers and do not provide a distinct good or service to the Company.

Company has elected the practical expedient under ASC 606 to treat shipping and handling activities performed after control of goods

transfers to the customer as fulfillment activities rather than separate performance obligations.

Accordingly, shipping and handling

costs are recorded within selling expenses in general and administrative expenses in the condensed consolidated statements of operations.

terms are generally established in contracts or purchase orders with customers.

such as slotting fees, sales discounts, and allowances for the three months ended March 31, 2026 and 2025 were accounted for as a direct reduction of revenue as follows:

the Three Months Ended

slotting, discounts, and allowances

4 – Inventories

Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients developed at

its production facility in Peru and purchased products from contract-manufacturers in Chile and/or Peru.

Raw materials consist of purchased

fruits and vegetables and packaging materials.

Appropriate consideration is given to obsolescence, excessive levels, deterioration, and

other factors in evaluating net realizable value.

No reserve for obsolete inventories has been recognized.

Manufacturing overhead costs are allocated to work in progress based on the factory’s normal capacity and actual machine hours incurred

during production.

Overhead costs include indirect labor, factory rent, utilities, depreciation, and other factory-related expenses.

such as packaging, tariffs, and inbound freight are included in finished goods inventory as they are necessary to bring products to their

final condition and location for sale.

Inventory, consisting of raw

materials, work in progress and finished goods are stated at the lower of cost or net realizable value using the average cost valuation

method, and consisted of the following as of September 30, 2025 and December 31, 2024:

Schedule of Inventory

September 30,

Raw materials

Work in progress

Finished goods

Total inventory

Company secures raw materials with advances of up to 50 %.

The Company had prepaid inventory advances on product in the amounts of $ 621,495

and $ 123,792 as of September 30, 2025 and December 31, 2024, respectively.

Company’s products consist of pre-packaged and bulk dried fruit and vegetable-based snacks, powders, and ingredients developed

at its manufacturing facility in Peru, as well as products purchased from contract manufacturers in Chile and Peru.

Raw materials consist

primarily of purchased fruits, vegetables, and packaging materials.

Inventory, consisting of raw materials, work in process, and finished

goods, is stated at the lower of cost or net realizable value using the weighted-average cost method.

Cost includes direct materials,

direct labor, manufacturing overhead, packaging, tariffs, and inbound freight necessary to bring products to their present condition

and location.

Manufacturing

overhead includes indirect labor, utilities, depreciation, and other factory-related costs and is allocated to inventory based on the

normal production capacity of the facility.

Abnormal amounts of idle facility expense, freight, handling costs, or spoilage are expensed

as incurred and are not capitalized into inventory.

The Company evaluates inventory for excess quantities, obsolescence, deterioration,

and other factors in assessing net realizable value.

Inventory that is determined to be obsolete or expired is written off in the period

in which it is identified.

consisted of the following as of March 31, 2026 and December 31, 2025:

5 – Accounts Receivable, Net

Accounts receivable are stated at their estimated

net realizable value.

The Company evaluates the collectability of trade receivables on an ongoing basis and establishes an allowance for

doubtful accounts as needed based on a combination of factors, including historical collection experience, the financial condition of

customers, specific account reviews, and current economic conditions.

Management believes the allowance for doubtful accounts is adequate

to cover expected credit losses.

The allowance for doubtful accounts was $ 25,586 at both September 30, 2025 and December 31, 2024.

The Company had certain customers whose

revenue or accounts receivable balances individually represented 10% or more of total net revenue or total accounts receivable, respectively.

For the nine months ended September 30, 2025, three customers accounted for approximately 96% of net revenue and 97% of accounts receivable

as of period-end.

For the nine months ended September 30, 2024, two customers accounted for approximately 99% of net revenue and 97%

of accounts receivable as of period-end.

receivable are stated at their estimated net realizable value.

The Company evaluates the collectability of trade receivables on an ongoing

basis and establishes an allowance for doubtful accounts as needed based on historical collection experience, customer-specific factors,

and current economic conditions.

Management believes the allowance for doubtful accounts is adequate to cover expected credit losses.

The allowance for doubtful accounts was $ 0 and $ 25,586 as of March 31, 2026 and December 31, 2025, respectively.

During the three months

ended March 31, 2026, the Company wrote off previously reserved receivables, resulting in a zero-allowance balance at period end.

Company has certain customers whose revenue or accounts receivable balances individually represent 10 % or more of total net revenue or

total accounts receivable, respectively.

For the three months ended March 31, 2026, three customers accounted for approximately 97.2 %

of net revenue and 99.6 % of accounts receivable.

For the three months ended March 31, 2025, two customers accounted for approximately

92 % of net revenue and 88 % of accounts receivable.

6 – Prepaid Expenses and Other Current Assets

expenses and other current assets consisted of the

following as of September 30, 2025 and December 31, 2024:

expenses and other current assets consisted of the following as of March 31, 2026 and December 31, 2025:

of Prepaid Expenses and Other Current Assets

September 30,

Prepaid insurance costs

Prepaid advertising and trade show fees

Prepaid professional fees & license fees

Prepaid software service

Prepaid taxes

Miscellaneous prepaid expenses

Interest receivable

Miscellaneous receivable

VAT tax receivable

Total prepaid expenses and other current assets

7 – Property and Equipment

and equipment as of September 30, 2025 and December 31, 2024 consisted of the following:

of Property and Equipment

September 30,

Leasehold Improvements

Machinery and equipment

Office Furniture, fixtures and equipment

insurance costs

advertising and trade show fees

professional fees and license fees

payments to vendors

Miscellaneous

prepaid expenses

tax receivable

Miscellaneous

prepaid expenses and other current assets

payments to vendors represent payments made to suppliers for inventory, equipment, or services to be received in future periods.

expects these amounts to be applied against purchases or otherwise recovered within the next twelve months.

professional fees and license fees include advance payments to service providers, including executive consulting services.

– Related Party Transactions.

7 – Property and Equipment, Net

and equipment as of March 31, 2026 and December 31, 2025 consisted of the following:

of Property and Equipment Net

and equipment

furniture, fixtures and equipment

accumulated depreciation

Total property and equipment, net

of property and equipment was $ 459,166 and $ 173,285 for the nine months ended September 30, 2025, and 2024, respectively.

Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as an operating lease (see Note 11).

includes a purchase option that allows the Company to acquire the facility at the end of the lease term.

During 2024, the landlord of

this facility entered bankruptcy proceedings.

protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its

contractual purchase option under the lease.

Management currently intends to acquire ownership of the facility either (i) through the

landlord’s bankruptcy settlement process or (ii) by exercising the purchase option at the end of the lease term, although there

can be no assurance that the Company will be successful in this regard.

The Company accounts for the facility as a leased asset.

first mortgage position is included on the balance sheet in other assets of $ 1,267,000 as of September 30, 2025 and December 31, 2024.

The Company capitalizes leasehold improvements related to the buildout of the facility, which expanded the Company’s production

( 1,300,859 )

( 1,140,823 )

property and equipment, net

of property and equipment was $ 160,036 and $ 152,355 for the three months ended March 31, 2026, and 2025, respectively.

Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as a finance lease (see Note 11).

The lease includes

a purchase option that allows the Company to acquire the facility at the end of the lease term.

During 2024, the landlord of this facility

entered bankruptcy proceedings.

To protect its long-term strategic interests, the Company purchased the first mortgage position on the

facility and continues to hold its contractual purchase option under the lease.

Management currently intends to acquire ownership of

the facility either (i) through the landlord’s bankruptcy settlement process, or (ii) by exercising the purchase option at the

end of the lease term, although there can be no assurance that the Company will be successful in this regard.

Company accounts for the facility as a leased asset.

The first mortgage position is included on the balance sheet in other assets of

$ 1,267,000 as of March 31, 2026 and December 31, 2025.

The Company capitalizes leasehold improvements related to the buildout of the

facility, which expanded the Company’s production capacity.

8 – Other Assets and Other Receivable

Company has other assets of $ 1,267,000 as of September 30, 2025, and December 31, 2024, consisting of the first mortgage position on

the production facility it leases in Pisco, Peru (the “FPM”), which the Company acquired to protect its long-term strategic

interests (see Note 11).

During 2024, the landlord of the leased facility entered bankruptcy proceedings.

May 10, 2024, the Company made the first payment of $ 275,000 toward the FPM.

The FPM is secured by the facility in Peru.

Payments were

made in various installments totaling $ 355,000 as of December 31, 2024, and $ 912,000 during the nine months ended September 30, 2025.

Company has other assets of $ 1,267,000 as of March 31, 2026, and December 31, 2025, consisting of the first mortgage position on the

production facility it leases in Pisco, Peru, which the Company acquired to protect its long-term strategic interests.

See Note 7, Property

and Equipment for additional information.

Company’s Peruvian operations are subject to an 18 % value-added tax (“VAT”) or (“Impuesto General a las Ventas”

5 unchanged sentences

an expense of the Company when recoverable and is recorded as an asset until applied or refunded.

of September 30, 2025, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting

in a net IGV receivable of $ 791,797 , of which $ 326,780 is classified in Other Current Assets (see Note 6).

The Company has received

payments from SUNAT, in the amount of $ 392,173 .

of March 31, 2026, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting in

a net IGV receivable of $ 1.56 million, of which $ 0.77 million is classified in Prepaids and Other Current Assets (see Note 6).

9 – Notes Receivable

Note Receivable

February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition

SpA, a Chilean company (“Nanuva”), in which the Company loaned $ 500,000

to Nanuva (“Advance Payment”) to help finance the capital investment needed for Nanuva to purchase two Enwave Rev 10

machines to be used in servicing the Company’s manufacturing needs.

The MDA expires on May

31, 2027 , with automatic annual renewals thereafter, unless it is terminated in accordance with the terms of the MDA.

note bears interest at 3 %

per annum on the outstanding principal.

The Advance Payment is collateralized by a second lien in the equipment.

The Company has commenced negotiations with Nanuva to recover the two Enwave Rev 10 Machines and terminate the MDA.

February 4, 2024, the Company and Nanuva entered into an amendment to the MDA which extended the date on which Nanuva is required to

make the first minimum contractual annual payment to September 30, 2024.

Repayments are based on kilograms produced by Nanuva for the

Company, or a minimum of $ 12,000 per contractual year.

April 2024 the Company advanced Nanuva $ 75,600 for inventory orders which were not fulfilled.

The Company currently manufactures all

of its products at its facility in Pisco, Peru and does not anticipate utilizing Nanuva in the future for third-party manufacturing.

The Company maintains an allowance for doubtful accounts for the prepaid inventory in the amount of $ 75,600 .

of September 30, 2025, a total of $ 398,800 was outstanding from Nanuva, consisting of $ 359,982

of principal and $ 38,818 of unpaid interest.

The Company has been repaid $ 156,241 of the Advance Payment as a reduction of inventory costs,

consisting of $ 140,018 of principal and $ 16,223 of interest.

The Note Receivable is current with the next $ 12,000

minimum contractual annual payment due by January 31, 2026.

February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (the “MDA”) with Natural Nutrition

SpA, a Chilean company (“Nanuva”).

In connection with the MDA, the Company advanced $ 500,000 to Nanuva to finance the purchase

of two EnWave REV™ 10 machines used to produce products for the Company.

The advance was evidenced by a promissory note bearing

interest at 3 % per annum and secured by a second lien on the related equipment.

2025, the Company determined that it no longer expected to utilize Nanuva for third-party manufacturing as production transitioned to

the Company’s manufacturing facility in Pisco, Peru.

Based on this change in operating strategy, lack of recent manufacturing activity,

and uncertainty regarding collectability following Nanuva’s bankruptcy filing, management recorded a full allowance for credit

losses and wrote off the note receivable as of December 31, 2025.

the net carrying value of the note receivable was $ 0 as of March 31, 2026 and December 31, 2025.

Company continues to hold a second lien on the EnWave REV™ 10 machines that previously collateralized the note receivable and is

in discussions to recover the equipment and terminate the MDA.

The Company currently expects to receive the equipment during the second

quarter of 2026.

Any recovery of collateral will be recognized when realized.

10 – Accrued Expenses

expenses consisted of the following as of September 30, 2025 and December 31, 2024, respectively:

Schedule of Accrued Expenses

September 30,

Accrued payroll and taxes

Accrued interest

Accrued chargebacks

Accrued demos

Accrued royalties

Total accrued expenses

Company has financed production equipment with an acquisition cost of approximately $ 168,141 under a finance lease with a five-year term

expenses consisted of the following as of March 31, 2026 and December 31, 2025, respectively:

of Accrued Expenses

payroll and taxes

miscellaneous

EnWave royalties

accrued expenses

Company has financed production equipment with an acquisition cost of approximately $ 168,141 under finance lease with a five-year term

and a bargain purchase price of $ 1.00 at the end of the lease term.

4 unchanged sentences

Facility Lease

May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December

The lease of the Peru Facility requires monthly lease payments of $ 8,000 in the first two years of the lease, $ 20,000 in the

third year of the lease, $ 22,000 in the fourth year of the lease, $ 24,000 in the fourth year of the lease, and $ 25,000 thereafter.

lease also has a 10 -year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $ 1,865,456 .

May 10, 2024, the Company entered into a ten-year lease for the 50,000

square-foot manufacturing facility in Pisco, Peru (the “Peru Facility”), which commenced operations in December of 2024.

lease of the Peru Facility requires monthly lease payments of $ 8,000

in the first two years of the lease, $ 20,000

in the third year of the lease, $ 22,000

in the fourth year of the lease, $ 24,000

in the fourth year of the lease, and $ 25,000

The lease also has a 10 -year

renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $ 1,865,456 .

connection with the lease of the Peru Facility, the Company purchased a first position mortgage receivable in the amount of $ 1,267,000 ,

which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of

$ 1,267,000 , of which payments were made in various installments totaling $ 355,000 as of December 31, 2024 and $ 912,000 during the nine

months ended September 30, 2025.

components of lease expense were as follows:

Schedule of Components of Lease Expenses

For the Nine Months Ended

September 30,

Operating lease cost:

Amortization of right-of-use asset

Interest on lease liability

Total operating lease cost

$ 1,267,000 (See Note 7).

Company has made significant leasehold and facility-specific improvements to the Peru Facility, resulting in the underlying asset having

a specialized nature with limited alternative use to the lessor without substantial modification.

components of lease costs were as follows for the three months ended March 31, 2026 and 2025:

of Components of Lease Costs

the Three Months Ended

of right-of-use asset

on lease liability

inventory cost

finance lease cost

Amortization of right-of-use asset

Interest on lease liability

Total finance lease cost

Total lease costs

balance sheet information related to leases was as follows:

of Supplemental Balance Sheet Information Related to Leases

September 30, 2025

December 31, 2024

Operating lease:

Operating lease assets

Current portion of operating lease liability

Noncurrent operating lease liability

Total operating lease liability

Finance lease:

Finance lease assets

Current portion of finance lease liability

Noncurrent finance lease liability

Total finance lease liability

Weighted average remaining lease term:

Operating lease

Finance lease

Weighted average discount rate:

Operating lease

Finance lease

cash flow and other information related to finance leases was as follows:

of Supplemental Cash Flow and Other Information Related to Finance Leases

For the Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows (provided by) used for operating leases

Finance cash flows used for finance leases

Leased assets obtained in exchange for lease liabilities:

Total operating lease liabilities

Total finance lease liabilities

future minimum lease payments due under operating leases as of September 30, 2025, is as follows:

Schedule of Future Minimum Operating Lease Payments

Minimum Lease

2025 (for the three months remaining)

Total minimum lease payments

Less effects of discounting

Lease liability recognized

Less current portion

Long-term operating lease liability

future minimum lease payments due under finance leases as of September 30, 2025, is as follows:

of Future Minimum Lease Payments

Minimum Lease

balance sheet information of March 31, 2026 and December 31, 2025 related to leases was as follows:

Schedule of Supplemental Information Related to Leases

portion of finance lease liability

finance lease liability

Weighted average

remaining lease term:

Weighted average

discount rate:

cash flow information related to finance leases consisted of an increase in finance lease liabilities of $ 2,416 and $ 2,398 for the three

months ended March 31, 2026 and 2025, respectively.

future minimum lease payments due under finance leases as of March 31, 2026, are as follows:

of Future Minimum Finance Lease Payments

(for the three months remaining)

Total minimum lease payments

Less effects of discounting

Lease liability recognized

Less current portion

Long-term finance lease liability

Convertible Notes Payable, Related Party

minimum lease payments

effects of discounting

liability recognized

current portion

finance lease liability

Convertible Note Payable, Related Party

July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L.

16 unchanged sentences

rate of 12 % per annum, and together with accrued principal are convertible into common stock.

July 24, 2024 the, the Initial Loan payment of $ 2,000,000

was made to the Company under the Convertible Note, and on

December 9, 2024, Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $ 1,400,000 .

July 24, 2024 the, the Initial Loan payment of $ 2,000,000 was made to the Company under the Convertible Note, and on December 9, 2024,

Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $ 1,400,000 .

June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant

8 unchanged sentences

of principal outstanding under the Convertible Note prior to September 30, 2026.

The amendment to the $1.50 Warrant resulted in $32,099

of additional interest expense.

Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the

Company’s assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security

In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms

and conditions, customary in transactions of this nature.

Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s

assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security Agreement”).

the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions

of this nature.

accordance with ASC 470, the Company recorded total discounts of $ 95,958 , consisting of $ 75,000 of legal fees and $ 20,958 related to

2 unchanged sentences

interest method.

As of September 30, 2025, a total of $ 49,217 of unamortized debt discounts are expected to be expensed over the remaining

As of March 31, 2026, a total of $ 25,103 of unamortized debt discounts are expected to be expensed over the remaining

life of the loan.

Senior Secured Promissory Note, Related Party

August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note that, as amended,

matures on December 31, 2025 .

The loan under the Secured Note bears interest at a rate of 15 % per annum.

The Company’s obligations

under the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement.

addition, the Secured Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary

in transactions of this nature.

May 7, 2025, and September 30, 2025 the Company repaid $ 325,000

and $ 375,000

of principal on the Secured Note.

The principal outstanding under the Secured Note is $ 500,000

as of September 30, 2025.

January 28, 2026, Kaufman Kapital converted $ 500,000 of outstanding principal under the Convertible Note into 659,457 shares of the Company’s

common stock.

the three months ended March 31, 2026, the Company recognized $ 116,519 of interest expense on convertible notes payable, related parties

consisting of $ 102,312 of stated interest expense, $ 11,104 of amortized debt discounts and $ 3,102 of amortized debt discounts due to

the three months ended March 31, 2025, the Company recognized $ 117,022 of interest expense on convertible notes payable, related parties,

consisting of $ 100,603 of stated interest expense, $ 12,833 of amortized debt discounts and $ 3,586 of amortized debt discounts due to

Senior Secured Promissory Notes, Related Party

August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note (the “2024

Secured Note”) that, as amended, matured on December 31, 2025 .

The loan under the 2024 Secured Note bore interest at a rate of 15 %

The Company’s obligations under the 2024 Secured Note were secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement.

In addition, the 2024 Secured Note included affirmative and negative covenants, events of defaults and other terms and conditions, customary in transaction of this

The Company repaid the full $ 1,200,000 principal

balance during the year ended December 31, 2025, and no amounts

were outstanding as of December 31, 2025.

January 28, 2026, the Company borrowed $ 1,500,000

from Kaufman Kapital pursuant to a Senior Secured Promissory Note (the “2026 Secured Note”) that matures on January 28,

2027 and bears interest at 8 %

per annum on the outstanding principal balance, with accrued interest payable at maturity or upon earlier repayment.

The note may be

prepaid at any time without penalty and is secured by substantially all of the Company’s assets pursuant to the existing

Security Agreement dated July 23, 2024, as amended.

The 2026 Secured Note agreement includes customary affirmative and negative

covenants and events of default.

to March 31, 2026, on April 17, 2026, the Company borrowed an additional $ 750,000

from Kaufman Kapital on the same terms provided for under the 2026 Secured Note, which was amended and restated in connection with

this borrowing, to reflect aggregate principal balance of $ 2,250,000 .

Company recognized $ 20,667 and $ 44,384 of interest expense on Kaufman Senior Secured Promissory Note payable, related parties for the

three months ended March 31, 2026 and March 31, 2025, respectively.

Vision Senior Notes and Warrants, Related Party

January 9, 2024 the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Eagle Vision Fund

LP., for the sale of Senior Secured Notes (“Senior Secured Notes”) to Purchasers in the aggregate amount of up to $ 400,000

and detachable warrants (the “Warrants”) to purchase in the aggregate up to 100,000

shares of the Company’s common stock at an exercise price of $ 2.00

April 16, 2024, the Company amended the Subscription Agreement (the “First Amendment”) to complete the sale of $ 225,000

of additional Senior Secured Notes and Warrants to purchase an aggregate of 56,250

shares of the Company’s common stock to Purchasers.

On July 30, 2024, the Company repaid an aggregate total of $ 115,000

of principal to Purchasers in settlement of their Senior Secured Notes.

First Amendment incorporates and amends certain provisions of the Subscription Agreement.

The First Amendment also (i) increased the

aggregate principal amount of the Senior Secured Notes available to be sold from time to time under the Subscription Agreement from

to $ 2,000,000 ,

(ii) increased the number of shares of common stock of the Company available to be issued under Warrants sold from time to time

under the Subscription Agreement from 100,000

(iii) provides for an aggregate one-time payment in the amount of $ 46,290

to the initial Investors in the Senior Secured Notes and the issuance to them of Warrants to purchase 100,000

shares of common stock, in consideration of their agreement to enter into the First Amendment, and (iv) provided for the payment of

up to $ 80,000

to Eagle Vision Fund with the proceeds of notes to be issued by the Company at subsequent closings of sales of Senior Secured Notes

and Warrants, in consideration of services rendered and to be rendered by Eagle Vision to holders of the Senior Secured Notes while

such notes are outstanding, including acting as collateral agent and due diligence and collateral monitoring

the period of May 14, 2024, through May 22, 2024, the Company completed the sale of an aggregate of $ 1,050,000

of Senior Secured Notes and Warrants to purchase an aggregate of 262,500

shares of the Company’s common stock, to a group of investors led by Eagle Vision, an affiliate of John Dalfonsi, a director

of the Company and its Chief Financial Officer.

date, in a series of closings pursuant to the Subscription Agreement, including the sales described above, the Company has issued an

aggregate $ 1,675,000

of principal pursuant to the Senior Secured Notes (all of which have been repaid as of September 30,2025) and Warrants to purchase

an aggregate 518,750

shares of common stock.

connection with the sale of the Purchased Securities to Kaufman Kapital under the SPA, the Company entered into an Omnibus Amendment

to Note Documents with substantially all of the Holders of the Company’s Senior Secured Notes and Warrants issued under that

certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise

price of the Warrants issued to the Holders was reduced from $ 2.00

outside maturity date of the Senior Secured Notes held by the Holders was extended from December 31, 2024 to December 31,

2025 (subject to further extension in the event the maturity date of the Convertible Note is extended), (iii) the

Company’s obligation to make payments of principal under the Senior Secured Notes held by the Holders beginning July 1, 2024

has been eliminated, and instead all obligations of the Company under such Senior Secured Notes will be due in one lump sum on the

maturity date of the Senior Secured Notes, and (iv) the Company’s obligations under the Convertible Note and liens granted to

the holder thereof, will be pari passu with the Company’s obligations under the Senior Secured Notes held by the Holders and

liens granted to the holders thereof.

The amendment warrants resulted in $ 89,949

of additional interest expense.

Senior Secured Notes mature on the earlier of December 31, 2025, or the occurrence of a Qualified Subsequent Financing or Change of

Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15 %

In addition, the Senior Secured Notes are subject to covenants, events of defaults and other terms and conditions set

forth in the Subscription Agreement.

The Company’s obligations under the Senior Secured Notes are secured by liens on

substantially all of the Company’s assets pursuant to the terms of the Security Agreement entered into by the Company on

January 10, 2024, in favor of holders of the Senior Secured Notes.

Each Warrant is

exercisable for a 10 -year

period at an exercise price of $ 1.00

accordance with ASC 470, the Company recorded total discounts of $ 339,698 , including $ 80,908 on the relative fair value of the Warrants

during the year ended December 31, 2024.

The discounts were amortized to interest expense during 2024 using the effective interest method.

Vision has been paid aggregate cash fees in the amount of $ 177,500

from the sales of the Senior Secured Notes in consideration of services rendered and to be rendered by Eagle Vision to the Company

and the holders of the Senior Secured Notes, including for conducting due diligence with respect to the Company, monitoring the

performance by the Company of its obligations under the Senior Secured Notes, servicing the interest and principal payments for

holders of the Senior Secured Notes, engaging in ongoing discussions with the Company’s management regarding the

Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial

information related to the Company.

The Company has also paid an aggregate of $ 35,000

of the investors’ legal fees from sales of the Senior Secured Notes.

During the nine months ended September 30, 2025, the Company repaid $ 1,560,000 of principal outstanding under the Senior Secured Notes.

The principal outstanding is $ 0 as of September

the period ended September 30, 2025, of the 518,750 warrants

issued to purchasers of the Senior Secured Notes, warrants were exercised to purchase an aggregate of 307,500 shares

of the Company’s common stock at an exercise price of $ 1.00 per

share aggregate cash proceeds of $ 307,500 .

payable to related parties, consists of the following as of September 30, 2025 and December 31, 2024:

Vision Fund LP, an affiliate of the Company’s Chief Financial Officer and director, previously participated in senior secured note

financings with detachable warrants.

During the year ended December 31, 2025, the Company repaid the remaining $ 1,560,000 principal balance,

and no amounts were outstanding as of December 31, 2025.

For the three months ended March 31, 2025 the Company recognized $ 57,698 of

interest expense on Eagle Vision Senior Notes.

Certain warrants issued in connection with these financings remain outstanding as of March

payable to related parties, consists of the following as of March 31, 2026 and December 31, 2025:

Schedule of Notes Payable Related Parties

September 30, 2025

December 31, 2024

Total Kaufman Convertible Notes Payable, related party

Convertible notes payable, related parties, net of discounts

Kaufman Convertible Note Payable, related party

note payable, related party, net of discounts

current maturities

Convertible notes payable, related parties, less current maturities

Total Kaufman Senior Secured Promissory Note, related party

Total Senior Notes held by Eagle Vision

Total Senior Notes Payable

Total notes payable, related parties

note payable, related party, less current maturities

Kaufman Senior Secured Promissory Note, related party

note payable, related party

current maturities

Notes payable, related parties, less current maturities

Company recognized $ 251,636 of interest expense on notes payable, related parties for the nine months ended September 30, 2025.

recognized $ 361,096 of interest expense on notes payable, related parties for the nine months ended September 30, 2024, consisting of

$ 131,053 of stated interest expense, $ 175,473 of amortized debt discounts and $ 54,570 of amortized debt discounts due to warrants.

Company recognized $ 329,112 of interest expense on convertible notes payable, related parties for the nine months ended September 30,

2025, consisting of $ 311,743 of stated interest expense, $ 13,576 of amortized debt discounts and $ 3,793 of amortized debt discounts due

payable, related party, less current maturities

Equipment Promissory Note

4 unchanged sentences

per annum, commencing August 1, 2024.

The equipment loan was paid in full as of December 31, 2025.

September 16, 2025, the Company and EnWave entered into (i) a Fifth Amendment to License Agreement (the “Amendment”), which

1 unchanged sentence

Agreement”), and (ii) an Equipment Purchase Agreement (the “Purchase Agreement”).

to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously

issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.

Pursuant to the Amendment, among

other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to

two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.

to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave for a purchase price of $ 1,500,000 .

9 unchanged sentences

between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets.

Under the EIDL Note, the Company is required to pay principal and interest payments of $ 169 every month beginning May 17, 2021;

Under the EIDL Note, the Company is required to pay interest payments of $ 169 every month beginning May 17, 2021;

the SBA extended the repayment date to November 17, 2022.

1 unchanged sentence

The EIDL Note may be repaid at any time without penalty.

Company has notes payable (in addition to the Senior Secured Notes and the notes payable to Kaufman Kapital described above),

consisting of the following as of September 30, 2025, and December 31, 2024:

Company has notes payable (in addition to the Senior Secured Note and the Convertible Note payable to Kaufman Kapital described above),

consisting of the following as of March 31, 2026, and December 31, 2025:

Schedule of Notes Payable

September 30,

EnWave Equipment Loan

SBA EIDL Loan

Total notes payable

Equipment Loan

notes payable

current maturities

Notes payable, less current maturities

Company recognized $ 16,727

of interest expense on these notes payable for the nine months ended September 30, 2025, and 2024, respectively.

Company recognized aggregate interest expense for the nine months ended September 30, 2025, and 2024 respectively, as follows:

payable, less current maturities

Company recognized $ 323 and $ 5,008 of interest expense on these notes payable for the three months ended March 31, 2026, and 2025, respectively.

Company recognized aggregate interest expense for the three months ended March 31, 2026, and 2025 respectively, as follows:

Schedule of Recognized Interest Expense

September 30,

Interest on convertible notes payable, related parties

Amortization of debt discounts on related party convertible notes

Amortization of debt discounts on related party convertible notes, warrants

Amortization of debt discounts on related party convertible notes

Interest on notes payable

Interest on notes payable, related parties

Interest on notes payable

Amortization of debt discounts on related party notes

Amortization of debt discounts on related party notes, warrants

Amortization of debt discounts on related party notes

Amended warrant

Interest on credit cards

Interest on first credit position financing

Total interest expense

on convertible note payable, related party

of debt discounts on related party convertible note

of debt discounts on related party convertible note, warrants

of debt discounts on related party convertible notes

on notes payable

on note payable, related party

on notes payable

on finance lease

on first credit position financing

interest expense

13 – Changes in Stockholders’ Equity

Company has authorized 8,000,000 shares of $ 0.001 par value preferred stock.

As of September 30, 2025, none of the preferred stock had

been designated or issued.

Company has authorized 80,000,000 shares of $ 0.001 par value common stock.

As of September 30, 2025, a total of 12,234,478 shares of

common stock had been issued.

Each holder of common stock is entitled to one vote for each share of common stock held.

October 23, 2024, we entered into an At-The-Market Issuance Sales Agreement (the “2024 ATM Agreement”) with Alexander

Capital, L.P., as selling agent (“Alexandar Capital” or the “Sales Agent”), relating to shares of our common

stock, par value $ 0.001

per share (“common stock”).

In accordance with the ATM Agreement, we were authorized to offer and sell shares of our

common stock having an aggregate offering price of up to $ 3,000,000

from time to time through the Sales Agent.

February 18, 2025, we entered into a First Amendment to the ATM Agreement to increase the aggregate offering price of our shares of

common stock that we may sell under the 2024 ATM Agreement to up to $ 5,000,000 .

The Sales Agent was entitled to commissions of 3.0% of the gross proceeds

of the sales of common stock under the 2024 ATM Agreement

the termination of the 2024 ATM Agreement on March 21, 2025, we had sold 2,620,422

shares of common stock through the Sales Agent for aggregate gross proceeds of $ 4,998,249 .

Commissions paid to the Sales Agent were $ 149,393

resulting in net proceeds of $ 4,848,856 .

July 29, 2025, we entered into a second ATM Agreement with Alexander Capital (the “2025 ATM Agreement”), on substantially

the same terms as the 2024 ATM Agreement, under which we may offer and sell shares of our common stock from time to time through the

Sales Agent having an aggregate offering price of up to $ 3,000,000 .

the termination of the 2025 ATM Agreement on September 30, 2025, we had sold 1,300,993

shares of common stock through the Sales Agent for aggregate gross proceeds of $ 2,929,897 .

Commissions paid to the Sales Agent were $ 87,885

resulting in net proceeds of $ 2,842,011 .

For the period ending September 30, 2025, the Company sold an aggregate of 2,421,415 shares of common stock pursuant

to its 2024 and 2025 ATM Agreements through the Sales Agent, resulting in net proceeds of $ 5,239,988 .

February 14, 2025, the Company received aggregate proceeds of $ 38,157 on the exercise of Representative’s Warrants to purchase

an aggregate of 39,747 shares of common stock at an exercise price of $ 0.96 per share.

June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at

an exercise price of $ 1.00 per share.

These warrants were originally issued in connection with the Kaufman Kapital Senior Secured Convertible

The exercises resulted in aggregate cash proceeds of $ 1,000,000 .

During the period ended September 30, 2025, additional Warrants were exercised to purchase an aggregate of 348,716

shares of the Company’s common stock at an exercise price

per share for aggregate cash proceeds

of $ 348,716 .

Company is authorized to issue 8,000,000

shares of preferred stock, par value $ 0.001 per share.

March 31, 2026, no shares of preferred stock were issued or outstanding.

Company is authorized to issues 80,000,000

shares of common stock, par value $ 0.001 per share.

As of March 31, 2026, a total of 14,582,416

shares of common stock were issued and outstanding.

Holder of common stock are entitled to one vote per share.

January 27, 2026, the Company entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P., pursuant to which

the Company could offer and sell shares of its common stock for aggregate gross proceeds of up to $ 1,500,000 .

During the three months

ended March 31, 2026, the Company sold 500,000 shares of common stock under the agreement for aggregate gross proceeds of $ 1,499,873 .

Net proceeds, after commissions and offering expenses, were approximately $ 1,429,044 .

February 24, 2026, warrants were exercised to purchase 37,500 shares of the Company’s common stock at an exercise price of $ 1.00

per share, resulting in aggregate cash proceeds of $ 37,500 .

of Convertible Note Principal into Common Stock

January 28, 2026, Kaufman Kapital converted $ 500,000 of outstanding principal under the Convertible Note into 659,457

shares of the Company’s common stock.

The conversion was accounted for as a non-cash financing activity.

Currency Translation

currency translation adjustments, primarily related to the Company’s foreign operations in Peru, decreased accumulated other comprehensive

income by $ 56,245 during the three months ended March 31, 2026.

14 – Common Stock Options

Incentive Plan

board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022.

The 2022 Equity Plan allows for the grant of a variety

of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options,

stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other

cash-based awards and other stock-based awards.

The number of shares reserved for issuance under the 2022 Equity Plan was initially an

aggregate of 600,000 shares, as adjusted on June 15, 2023, in connection with the Company’s reverse stock split, subject to annual

increases under the plan, resulting in 1,633,000 reserved shares as of September 30, 2025.

There were 1,333,470 options with a weighted

average exercise price of $ 2.20 per share, and a weighted average remaining life of approximately 8.76 years, outstanding as of September

Stock Options Issued for Services Pursuant to the Company’s 2022 Equity Incentive Plan

February 13, 2025, the Company granted options to purchase 10,000 shares of the Company’s common stock, having an exercise price

of $ 2.50 per share, exercisable over a 10 -year term, to a new employee.

The options will vest quarterly over three years from the date

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 43 % and a call option value

of $ 1.2384 , was $ 12,384 .

April 11, 2025, the Company granted options to purchase 30,000 shares of the Company’s common stock, having an exercise price of

$ 1.93 per share, exercisable over a 10 -year term, to one of the Company’s directors.

The options vested immediately.

The estimated

value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 46 % and a call option value of $ 0.8765 , and

an expected term of 5 years, was $ 26,294 .

April 14, 2025, the Company granted options to purchase an aggregate 90,000 shares of the Company’s common stock, consisting of

options to purchase 15,000 shares to each of six directors, having an exercise price of $ 1.94 per share, exercisable over a 10 -year term,

including options to purchase 15,000 shares issued to each of the Company’s CEO and CFO in consideration of their services as directors.

The options vest monthly over six months following the issuance date.

The aggregate estimated value using the plain vanilla Black-Scholes

Pricing Model, based on a volatility rate of 46 % and a call option value of $ 0.8796 , and an expected term of 5 years, was $ 79,170 .

June 12, 2025 the Company granted options to purchase 610,000 shares of the Company’s common stock having an exercise price of

$ 2.06 per share, exercisable over a 10 -year term, to employees for services performed.

The grant includes options to purchase 180,000

and 20,000 shares to the Company CEO and CFO, respectively.

The options vest in 36 equal monthly installments over the three-year period

following the issuance date.

The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility

rate of 45 % and a call option value of $ 1.0462 , and an expected term of 6.5 years, was $ 638,158 .

Company’s Board of Directors and stockholders adopted the 2022 Equity Incentive Plan (the “2022 Plan”) effective January

The 2022 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units,

performance awards, and other equity-based awards to employees, directors, and consultants.

number of shares reserved for issuance under the 2022 Plan was initially 600,000 shares and was adjusted in connection with the Company’s

2023 reverse stock split.

Pursuant to the 2022 Plan, the number of shares of common stock available for issuance thereunder automatically

increases on the first day of each fiscal year of the Company in an amount equal to 5% percent of the total number of shares of our common

stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action

prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve

for such year will be of a lesser number of shares of common stock than would otherwise occur.

As of March 31, 2026, the annual increases

to the plan resulted in 2,963,000 shares reserved for issuance under the 2022 Plan, of which options to purchase 2,773,470 shares of

common stock were outstanding.

February 10, 2026, the Compensation Committee of the Board of Directors approved grants of stock options to certain directors,

employees and consultants under the 2022 Plan covering an aggregate of 1,390,000

shares of common stock, consisting of 100,000

shares subject to director awards and 1,290,000

shares subject to employee/consultant awards.

All options were granted with an exercise price of $ 2.96

per share, equal to the closing market price of the Company’s common stock on the grant date, and have a contractual term of

The director awards vest in

equal monthly installments over a six-month period.

The employee and consultant awards vest in one or more of the following

manners, depending on the individual award agreement:

(i) ratably over thirty-six months of continued service, (ii) upon the

Company achieving at least $ 30.0

million of net revenue over the preceding twelve months while achieving positive EBITDA, (iii) upon the Company achieving $ 40.0

million of net revenue over the preceding twelve months while achieving positive EBITDA, or (iv) immediately on the grant

The Company determined that the service-based and immediately vested

tranches had a grant date of February 10, 2026 and recognized grant-date fair value for those awards (or portions thereof) using the Black-Scholes

option-pricing model.

Key assumptions included:

interest rate:

3.70 % – 3.92 %

61.4 % – 71.0 %

5.25 – 6.5 years

performance-based tranches tied to revenue and EBITDA milestones were determined not to have a grant date for accounting purposes as

of March 31, 2026 because the applicable performance conditions and measurement requirements had not yet been satisfied.

those tranches were not included in the grant-date fair value of awards granted during the quarter and no stock-based compensation expense

was recognized for such tranches during the three months ended March 31, 2026.

the three months ended March 31, 2026, the Company recognized stock-based compensation expense related to the February 10, 2026 grants

for vested and service-based tranches only.

Unrecognized compensation cost related to unvested service-based awards will be recognized

over the remaining requisite service periods.

volatility was estimated using a blended approach that incorporates the Company’s historical stock price volatility since the announcement

of the Peru Facility together with the volatility of a selected peer group, with weighting applied to reflect the expected term of the

The expected term was determined using the simplified method.

Company accounts for forfeitures as they occur and, accordingly, expects substantially all outstanding options to vest.

of March 31, 2026, options to purchase 940,097 shares of common stock were vested and exercisable, with a weighted-average exercise price

of $ 2.44 and a remaining contractual life of 7.9 years on a weighted-average basis.

Information for total options outstanding under 2022 Plan as of March

31, 2026 is presented below:

of Stock Option Activity

Number of Options

Weighted Average Grant Date

Aggregate Intrinsic Value

Outstanding at December 31, 2024

Outstanding at September 30, 2025

Expected to vest

are being expensed over the respective vesting period, resulting in $ 177,257 of stock-based compensation expense during the nine months

ended September 30, 2025.

As of September 30, 2025, a total of $ 613,672 of unamortized expenses are expected to be expensed over the

remaining vesting period.

at December 31, 2025

at March 31, 2026

compensation expense was $ 242,812 and $ 4,024 for the three months ended March 31, 2026, and 2025, respectively.

of March 31, 2026, total unrecognized compensation cost related to unvested stock options was $ 2.03 million, which is expected to be

recognized over the remaining weighted-average vesting period of 2.5 years.

As of March 31, 2026, the weighted-average remaining contractual

life of outstanding options was 9.1 years.

15 – Common Stock Warrants

to purchase a total of 2,074,202 shares of common stock at a weighted average exercise price of $ 2.46 per share, with a weighted average

remaining contractual life of approximately 5.67 years, were outstanding as of September 30, 2025.

February 14, 2025, the Company received aggregate proceeds of $ 38,157 on the exercise of Representative’s Warrants to purchase

an aggregate of 39,747 shares of common stock.

June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at

an exercise price of $ 1.00 per share.

These warrants were originally issued in connection with the Kaufman Kapital Senior Secured Convertible

The exercises resulted in aggregate cash proceeds of $ 1,000,000 .

During the period ended September 30, 2025, additional

Warrants were exercised to purchase an aggregate of 348,716 shares of the Company’s common stock at an exercise price of $ 1.00 per

share for aggregate cash proceeds of $ 348,716 .

warrants as of March 31, 2026 primarily relate to financing transactions completed during 2024 and 2025.

February 24, 2026, holders exercised warrants to purchase 37,500 shares of the Company’s common stock at an exercise price of $ 1.00

per share, resulting in cash proceeds of $ 37,500 .

aggregate intrinsic value of warrants exercised during the three months ended March 31, 2026 was $ 141,000 .

Information for total warrants outstanding

as of March 31, 2026 is presented below:

of Warrant Activity

Number of Warrants

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (Years)

Outstanding at December 31, 2024

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Weighted-Average

at December 31, 2025

at March 31, 2026

Exercisable at March

remaining contractual term of outstanding warrants ranged from 0.8 to 8.4 years as of March 31, 2026.

16 – Fair Value of Financial Instruments

16 unchanged sentences

3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or

following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September

following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March

31, 2026 and December 31, 2025:

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis

Fair Value Measurements at September 30, 2025

Value Measurements at March 31, 2026

Right-of-use-asset

Notes receivable

Convertible notes payable, related parties net of $ 49,217 of discounts

Notes payable

Notes payable, related parties

Lease liabilities

Total liabilities

Total assets and liabilities

note payable, related party net of $ 25,103 of discounts

payable, related part y

assets and liabilities

$ ( 3,034,500 )

$ ( 3,244,050 )

Fair Value Measurements at December 31, 2024

Value Measurements at December 31, 2025

Right-of-use-asset

Notes receivable

Convertible notes payable, related parties net of $ 66,587 of discounts

Notes payable

Notes payable, related parties

Lease liabilities

Total liabilities

Total assets and liabilities

note payable, related party net of $ 39,309 of discounts

payable, related party

assets and liabilities

$ ( 1,534,500 )

$ ( 3,679,463 )

were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September

30, 2025, or the year ended December 31, 2024.

were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31,

2026, or the three months December 31, 2025.

17 – Segment Reporting

Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders.

The Company’s products are currently manufactured at its new production facility that commenced production in Pisco Peru in December

2024, and is supported by contract manufacturers in Peru, as necessary.

The Company’s customers are located throughout the United

The Company’s sales operations, which represent 100% of the Company’s consolidated sales, are one of its two reportable

The sales operations’ segment revenues are predominately earned as consumer products are sold to big box retail customers

throughout the United States and via the Company’s online platform.

The Company aggregates its operating divisions into two reportable

segments due to the operating divisions having similar economic characteristics with similar long-term financial performance, but different

geographic locations.

The Company’s sales occur entirely from, and within, the United States, while all of the Company’s

production processes are conducted in Latin America, which represent its other operating segment.

In addition, the Company’s operating

divisions offer customers the same products, operate in similar regulatory environments, purchase the majority of the merchandise for

retail sale from similar (and in many cases identical) vendors on a coordinated basis from a centralized location, serve of the same

customers, and are allocated capital from a centralized location.

Operating divisions are organized primarily on a geographical basis

so the operating division management team can be responsive to local needs of the operating division and can execute company strategic

plans and initiatives throughout the locations in their operating division.

This geographical separation is the primary differentiation

between these operating divisions.

The geographical basis of organization reflects how the business is managed and how the Company’s

Chief Executive Officer, who acts as the Company’s chief operating decision maker (“CODM”), assesses performance internally.

accounting policies of the retail operations segment are the same as those described in the summary of significant accounting policies

in Note 1 to the Condensed Consolidated Financial Statements.

The Company’s CODM assesses performance and allocates resources for

the retail operations segment using segment earnings before net interest expense, income tax expense and depreciation and amortization

The Company defines EBITDA as earnings before interest taxes and depreciation.

The Company’s CODM also

uses segment EBITDA to measure the operational effectiveness of the Company’s financial model, compare the performance of core

operating results between periods, against budget and against competitors and evaluate whether to invest capital in the retail operations

segment or in other parts of the Company, such as for share repurchases, debt repayments or capital expenditures.

The Company’s

CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.

Company’s capital expenditures are predominately used in the Company’s production operations, rather than its retail operations.

following table presents the Company’s retail operations segment revenue, measure of segment profit or loss, significant segment

expenses and reconciliation of the U.S.

and Latin America operations segments’ EBITDA to consolidated net earnings before income

tax expense for the three and nine months ended September 30, 2025, and 2024:

Company is a consumer-packaged foods company focused on developing, manufacturing, marketing, and distributing clean-label, plant-based

dried fruit and vegetable snacks for retail and foodservice markets through BranchOut-branded products, private-label offerings, and

industrial ingredient sales.

In accordance with ASC 280, Segment Reporting, the Company has identified two operating and reportable segments

based on how its Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), evaluates performance

and allocates resources:

States Operations – includes all sales, marketing, distribution, and customer relationships.

This segment generates substantially

all of the Company’s consolidated revenue through sales to retail customers, distributors, and e-commerce platforms within

the United States.

American Operations – includes the Company’s production and manufacturing activities, including its dehydration facility

in Pisco, Peru, and related production support functions.

Structure and Operations

Company’s United States Operations segment is responsible for revenue generation and customer engagement, while the Latin American

Operations segment supports these activities through the manufacture of finished goods and production of ingredient products.

is generated within the United States, and the Latin American Operations segment does not generate external revenue.

Instead, it operates

as an internal production function, with costs reflected in cost of goods sold and operating expenses.

Company manages these segments separately due to differences in function, cost structure, and geographic location.

The United States

Operations segment is focused on sales growth, distribution expansion, and brand development, while the Latin American Operations segment

is focused on production efficiency, capacity utilization, and cost management.

Evaluation and Measure of Profit or Loss

CODM evaluates segment performance and allocates resources primarily based on segment earnings before interest expense, interest income,

income taxes, stock compensation expense, impairment expense, and depreciation and amortization (“EBITDA”).

Segment EBITDA

is used by the CODM to:

operating performance and efficiency,

period-over-period results,

actual performance to budgets and strategic targets, and

capital allocation priorities across the business.

Operations segment, expenses include cost of goods sold from third party manufacturers for raisins and prunes as well as operating

expenses such as general and administrative, salaries and wages, professional fees, and other selling and administrative costs.

the Latin American Operations segment, expenses primarily include production-related costs, including manufacturing overhead, labor,

facility costs, and other operating expenses associated with the Company’s production activities.

Corporate-level

expenses, including executive, finance, and administrative functions, are recorded within the U.S.

Operations segment and are not allocated

to the Latin American Operations segment for purposes of CODM evaluation.

and Capital Expenditures

CODM reviews asset information on a consolidated basis and does not evaluate assets by segment.

Accordingly, asset information is not

disclosed by reportable segment.

Capital expenditures are primarily associated with the Latin American Operations segment, reflecting

ongoing investment in manufacturing equipment, facility infrastructure, and production capacity.

Segment Information

following table presents revenue, significant expenses, and segment EBITDA for the Company’s reportable segments, together with

a reconciliation to consolidated net loss before income taxes for the three months ended March 31, 2026 and 2025:

of Segment Reporting

For the Three Months Ended

For the Nine Months Ended

September 30,

the Three Months Ended

operations segment sales

Latin American operations segment cost of goods sold

American operations segment cost of goods sold

operations segment cost of goods sold

operations segment expenses:

General and administrative

Salaries and wages

Professional fees

and administrative

operating expenses

operations segment EBITDA

$ ( 476,361 )

$ ( 1,388,418 )

Latin American operations segment cost of goods sold

Latin American operations segment expenses:

General and administrative

Salaries and wages

Professional fees

Total Latin American operating expenses

American operations segment cost of goods sold

American operations segment expenses:

and administrative

Latin American operating expenses

Operating expenses

Latin American operations segment EBITDA

$ ( 2,723,249 )

$ ( 7,147,254 )

$ ( 494,182 )

Consolidated EBITDA

$ ( 1,177,738 )

$ ( 2,819,642 )

$ ( 1,882,600 )

Reconciliation of net earnings before income tax expense:

Consolidated EBITDA

$ ( 1,177,738 )

$ ( 827,976 )

American operations segment EBITDA

$ ( 2,138,620 )

2 unchanged sentences

$ ( 441,717 )

Reconciliation

of net earnings before income tax expense:

$ ( 1,168,317 )

$ ( 441,717 )

Interest income

Interest expense

Stock compensation expense

Consolidated net loss before income tax expense

$ ( 1,168,317 )

$ ( 441,717 )

and amortization expense

compensation expense

net loss before income tax expense

$ ( 1,792,284 )

1 unchanged sentence

18 – Related Party Transactions

Kapital, led by Daniel Kaufman, is a beneficial owner holding more than 10 % of the Company’s outstanding common stock.

On July 15, 2024, the Company entered into a

Securities Purchase Agreement (as amended, the “SPA”) with Daniel L.

Kaufman, as described in Note 12.

As of September

30, 2025 the SPA principal outstanding on the Convertible Note was $ 3,400,000 .

Kaufman Kapital exercised the $ 1.00

Warrant on June 24, 2025, as described in Note 15.

Warrant has not been exercised as of September 30, 2025.

August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to the Secured Note, as described in Note 12.

May 7, 2025, and September 30, 2025 the Company repaid $ 325,000 and $ 375,000 of principal on the Secured Note.

The principal outstanding

is $ 500,000 as of September 30, 2025.

Vision Fund LP, is led by the Company’s CFO, John Dalfonsi.

As discussed further in Note 12 above, on

various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $ 1,675,000 of Senior Secured

Notes and Warrants to purchase an aggregate of 518,750 shares of the

Company’s common stock, to a group of investors led by Eagle Vision Fund LP.

the nine months ended September 30, 2025 the Company repaid $ 1,560,000

of principal outstanding under the Senior Secured Notes resulting

in the payment in full of such notes as of September 30, 2025.

the period ended September 30, 2025, of the 518,750 Warrants

issued to purchasers of the Senior Secured Notes, Warrants were exercised to purchase an aggregate of 307,500 shares

of the Company’s common stock at an exercise price of $ 1.00 per

share for aggregate cash proceeds of $ 307,500 .

Kapital LLC, which is affiliated with Daniel L.

Kaufman, is a beneficial owner of more than 10 % of the Company’s outstanding common

July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L.

further described in Note 12.

As of March 31, 2026, the outstanding principal balance of the Convertible Note was $ 2,900,000 .

During the year ended December 31, 2025, Kaufman Kapital exercised warrants to purchase shares of the Company’s common stock.

As of March 31, 2026, certain warrants issued in connection with the SPA remain outstanding.

August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital LLC pursuant to a senior secured promissory note.

The Company repaid

the full principal balance during the year ended December 31, 2025, and no amounts were outstanding as of December 31, 2025.

January 28, 2026, the Company borrowd an additional $ 1,500,000

from Kaufman Kapital pursuant to a Senior Secured Promissory Note, as further described in Note

Vision Fund LP, an investor in the Company, is affiliated with the Company’s Chief Financial Officer, John Dalfonsi.

various dates from January 9, 2024 through May 22, 2024, the Company issued an aggregate of $ 1,675,000

of senior secured notes and warrants to purchase an aggregate of 518,750

shares of the Company’s common stock to a group of investors led by Eagle Vision Fund LP.

The Company repaid the full

principal balance of these notes as of December 31, 2025.

As of March 31, 2026, warrants to purchase an aggregate of 118,750

shares of the Company’s common stock issued to the purchases of the senior secured notes remained outstanding.

Company engages its Chief Financial Officer under a consulting arrangement.

During the three months ended March 31, 2026, the Company

paid $ 95,000 for services under this arrangement.

As of March 31, 2026, $ 42,500 was recorded as prepaid expenses for services to be rendered

in future periods.

Such amounts are recognized as expense as the related services are performed.

19 – Commitments and Contingencies

5 unchanged sentences

Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.

Company is the subject of a lawsuit recently commenced by its former chief financial officer alleging wrongful termination.

information currently available to the Company and the advice of legal counsel, management believes that the outcome of this lawsuit

is not probable to result in a material adverse effect on the Company’s financial position, results of operations, or cash flows.

While the Company intends to vigorously defend itself against these allegations, the ultimate outcome of the lawsuit is not possible

At this time given the uncertainties inherent in litigation, it is not reasonable to estimate the amount or range of any

potential loss, and therefore no liability has been accrued in the accompanying financial statements.

Company is the subject of a lawsuit commenced by its former Chief Financial Officer alleging wrongful termination.

Based on information

currently available and on the advice of legal counsel, the Company is engaged in settlement discussions related to this matter.

no agreement has been finalized, the Company believes that a resolution of the matter may result in a payment.

At this time, the Company

is unable to determine that a loss is both probable and reasonably estimable and, accordingly, no liability has been recorded in the

accompanying condensed consolidated financial statements.

The ultimate outcome of this matter remains uncertain.

than as set forth above, there are no legal matters pending against the Company.

4 unchanged sentences

renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $ 1,865,456 .

The Company holds the First

Position Mortgage on the building.

Company leases equipment under a non-cancelable finance lease payable in monthly installments of $ 3,657 expiring on May 31, 2028 .

18 unchanged sentences

The Company recognized

$ 167,540 of royalty expenses for the nine months ended September 30, 2025.

$ 62,500 and $ 40,585 of royalty expenses for the three months ended March 31, 2026 and March 31, 2025.

addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave overtime.

14 unchanged sentences

and depreciated over the useful life of the equipment.

to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously

issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.

20 - Income Taxes

Company incurred a net operating loss for the nine months ended September 30, 2025, accordingly, no provision for income taxes has been

In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.

September 30, 2025, the Company had approximately $ 13.7 million of federal net operating losses.

The net operating loss carryforwards,

if not utilized, will begin to expire in 2041.

effective income tax rate for the nine months ended September 30, 2025, and 2024, was 21 %.

Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740.

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than

not that the net deferred tax assets will not be fully realizable.

Accordingly, a valuation allowance has been recorded against the Federal

and state deferred tax assets as of September 30, 2025, and December 31, 2024.

Additionally,

in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Company incurred net operating losses for the three months ended March 31, 2026 and 2025.

Accordingly, no provision for income taxes

has been recorded for the interim periods presented.

Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the full valuation allowance recorded

against its deferred tax assets.

As a result, the Company’s effective tax rate was 0 % for the three months ended March 31, 2026

continues to evaluate the realizability of its deferred tax assets and has determined that it is more likely than not that such assets

will not be realized.

Accordingly, a full valuation allowance has been maintained as of March 31, 2026.

have been no material changes to the Company’s deferred tax assets, valuation allowance, or uncertain tax positions since December

Company’s foreign subsidiary is subject to income taxation in Peru.

Deferred tax assets related to the foreign jurisdiction have

not been recognized due to cumulative losses.

21 – Subsequent Events

1 unchanged sentence

no reportable event, except as follows:

Options Grant

October 15, 2025 the Company granted options to purchase 50,000 shares of the Company’s common stock having an exercise price of

$ 2.09 per share, exercisable over a 10-year term, to an employee for services performed.

The options vest in 36 equal monthly installments

over the three-year period following the issuance date.

The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model,

based on a volatility rate of 45 % and a call option value of $ 1.6343 , and an expected term of 6.5 years, was $ 53,238 .

October 17, 2025 warrants were exercised to purchase an aggregate of 61,381 shares of the Company’s common stock at an exercise

price of $ 0.96 per share for aggregate cash proceeds of $ 58,926 .

various dates in October and November 2025 warrants were exercised to purchase an aggregate 50,000 of common stock at an exercise price of $ 1.00 per share for aggregate

cash proceeds of $ 50,000 .

April 2026 warrants were exercised to purchase an aggregate of 233,614 shares of the Company’s common stock at an exercise price

of $ 1.00 per share for aggregate cash proceeds of $ 233,614 .

On May 7, 2026, Kaufman Kapital exercised in full a warrant to purchase

500,000 shares of the Company’s common stock at an exercise price of $ 1.50 per share, resulting in cash proceeds to the Company

of $ 750,000 .

In connection with the warrant exercise, the Convertible Note was amended to extend the maturity date from December 31, 2026

to December 31, 2027 and reduce the interest rate from 12 % to 8 %, effective May 7, 2026.

Debt Financing

April 17, 2026, the Company borrowed an additional $ 750,000

from Kaufman Kapital LLC under the same terms as the 2026 Secured

See Note 12 – Debt for additional information.

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-Q

Item 1. Financial Statements