26 unchanged sentences
Any change, limitation or restriction on our ability to sell on Amazon’s platform, even if temporary, could have a material impact on our business, results of operations, financial condition and prospects.
−Removed: We are currently dependent on sales to GNC for a significant portion of our sales.
−Removed: Sales to GNC’s centralized distribution platform, including indirect distribution of product to domestic and international franchisees, accounted for approximately 23% and 33% of our total sales for the years ended December 31, 2024 and 2023, respectively.
+Added: We are currently dependent on sales to GNC for a substantial portion of our sales.
+Added: Sales to GNC’s centralized distribution platform, including indirect distribution of product to domestic and international franchisees, accounted for approximately 14% and 23% of our total sales for the years ended December 31, 2025 and 2024, respectively, although we anticipate that the percentage of sales to GNC to continue to decrease in the fiscal year ending December 31, 2026 due to the acquisition of Irwin and the recognition of a full year of sales attributable to those brands.
GNC’s franchisees are not required to carry our products.
17 unchanged sentences
We may invest significant amounts in these expansions with little success, and if we are unable to maintain good relationships with our existing customers and e-commerce platforms, our business could suffer.
−Removed: We currently are focusing our marketing efforts on increasing the sale of products to GNC, both domestically and internationally, as well as increasing the number of retailers selling MusclePharm products.
+Added: We currently are focusing our marketing efforts on increasing the sale of products to our wholesale customers, both domestically and internationally, as well as increasing the number of retailers selling our other brands, which represent a growing percentage of our revenue.
In addition, we are focused on increasing our direct-to-consumer revenue through e-commerce platforms such as Amazon.
9 unchanged sentences
These changing preferences and requirements could require us to use specially sourced ingredients and packaging types that may be more difficult to source or entail a higher cost or incremental capital investment which we may not be able to pass on to customers.
−Removed: Consumers are increasingly shopping through e-commerce websites and mobile commerce applications, and this trend is significantly altering the retail landscape in our category.
+Added: Consumers are increasingly shopping through e-commerce websites and mobile commerce applications, and this trend is anticipated to continue, significantly altering the retail landscape in our category.
If we are unable to compete effectively in the expanding e-commerce market or develop the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition, results of operations and cash flows.
68 unchanged sentences
The loss of Mr.
−Removed: Judd or and other executive officer or key personnel could harm our business, financial condition, cash flow and results of operations.
+Added: Judd, other executive officers, key personnel, or a combination of the three, could harm our business, financial condition, cash flow and results of operations.
We have not purchased any insurance policies with respect to Mr.
7 unchanged sentences
If we are unable to attract and retain key personnel or are unable to do so in a cost-effective manner, our business may be materially and adversely affected.
+Added: We are currently a smaller reporting company.
+Added: If we become an accelerated filer, we will be required to obtain an auditor attestation on our internal control over financial reporting.
+Added: We are currently a smaller reporting company and are not required to obtain an auditor attestation report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.
+Added: We will remain a smaller reporting company until the last day of the fiscal year in which our annual revenue equals or exceeds $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $75 million as of the prior June 30.
+Added: If we exceed the applicable revenue or public float thresholds and become an accelerated filer, we will be required to comply with Section 404(b), which will require our independent registered public accounting firm to attest to, and report on, the effectiveness of our internal control over financial reporting.
+Added: As of December 31, 2025, management has concluded that our internal control over financial reporting was effective, as required under Section 404(a).
+Added: However, the standards and level of testing required for an auditor attestation under Section 404(b) may be more extensive and may potentially identify deficiencies in our internal control over financial reporting.
+Added: In addition, compliance with Section 404(b) may result in increased legal, accounting, and compliance costs and may require significant management time and resources.
Financial and Economic Risks
20 unchanged sentences
Current global geopolitical tensions, including related to Ukraine and the Middle East, may exacerbate any economic downturn and inflation.
−Removed: Any of these events could have an adverse effect on our business, financial condition, results of operations and cash flows.
+Added: Any of these events could have an adverse effect on our business, financial condition, results of operations and cash flow.
Trade policies, treaties and tariffs could have a material adverse effect on our business.
8 unchanged sentences
The institution of trade tariffs on raw ingredients imported by our third-party suppliers from other countries could increase our costs, which could have a negative impact on our business.
−Removed: We may incur substantial debt in conjunction with our M&A strategy, which could have a negative impact on our liquidity position and which could adversely affect our business.
+Added: We have incurred substantial debt in conjunction with our acquisitions and may incur additional debt in connection with our M&A strategy, which could have a negative impact on our liquidity position and which could adversely affect our business.
As of December 31, 2025, we had approximately $44.7 million in aggregate principal amount of total debt, and we may incur additional indebtedness to fund future acquisitions.
105 unchanged sentences
We completed the acquisition of Mimi’s Rock Corp.
−Removed: on February 28, 2023 and the acquisition of substantially all of the assets of MusclePharm on October 10, 2023.
+Added: on February 28, 2023, the acquisition of substantially all of the assets of MusclePharm on October 10, 2023 and the acquisition of substantially all of the assets of Irwin on August 8, 2025.
From time to time, we may evaluate and pursue additional potential acquisitions or other strategic transactions.
47 unchanged sentences
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.