What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-03-26 · 34 added, 33 removed, 472 unchanged (12% of the section changed)

22 unchanged sentences

The loss of key high-level independent associate leaders could negatively impact our associate growth and our revenue.

As of December 31, 2024, we had approximately 133,000 active associates and preferred customer positions held by individuals who purchased our products and/or packs or paid associate fees within the last 12 months, of which 155 occupied the highest associate levels under our global compensation plan.

As of December 31, 2025, we had approximately 114,000 active associates and preferred customer positions held by individuals who purchased our products and/or paid associate fees within the last 12 months, of which 146 occupied the highest associate levels under our global compensation plan.

These independent associate leaders are important in maintaining and growing our revenue.

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to address other business needs.

However, changes could be viewed negatively by some independent associates, could cause failure to achieve desired long-term results and have a negative impact on revenue.

An increase in the amount of commissions and incentives paid to independent associates could adversely affect our earnings.

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We maintain supply agreements with our suppliers and manufacturers.

One of our supply agreements, under which the supplier provides us with certain aloe vera-based raw materials, requires us to purchase raw materials in an aggregate amount of $1.1 million through 2025.

Failure to purchase minimum amounts could adversely affect our business and operating results.

If we are exposed to product liability claims, we may be liable for damages and expenses, which could affect our overall financial condition, results of operations and cash flows.

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Concentration Risk

A significant portion of our revenue is derived from our Ambrotose Life ® , TruHealth ™ , Ambrotose, and Optimal Support Packets products.

A significant portion of our revenue is derived from our Ambrotose Life®, TruHealth™, Optimal Support Packets and Ambrotose products.

A decline in sales value of such products could have a material adverse effect on our earnings, cash flows, and financial position.

8 unchanged sentences

Any future litigation, complaints, and enforcement actions involving us and/or our independent associates could consume considerable amounts of financial and other corporate resources, which could have a negative impact on our business, profitability, and growth prospects.

The global nutrition and skin care industries are intensely competitive and the strengthening of any of our competitors could harm our business.

The global nutrition and skin care industries are intensely competitive and there is risk associated with competition from larger, more established companies who have greater financial resources.

The global nutrition and skin care industries are intensely fragmented and competitive.

2 unchanged sentences

Our competitors may also be able to devote greater resources to marketing, promotional, and pricing campaigns that may influence our continuing and potential independent associates and preferred customers to buy products from competitors rather than from us.

Larger, more established competitors may be able to devote more resources to artificial intelligence (“AI”) technologies in the areas of product development, operational efficiencies, and customer engagement.

Our business could be harmed if we are unable to adopt and use AI technology as efficiently as our competitors.

Such competition could adversely affect our business and current market share.

Additionally, nutrition and skin care products may be purchased in multiple channels of distribution, including retail stores and via online retailers such as Amazon that host third-party sellers enabling new competitors to enter the market.

A downturn in the economy, could affect consumer purchases of discretionary items such as the health and wellness products that we offer, which could have an adverse effect on our business, financial condition, profitability, and cash flows.

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A downturn in the economy could adversely impact consumer purchases of discretionary items such as health and wellness products.

The United States and global economies may slow dramatically as a result of a variety of problems, including turmoil in the credit and financial markets, concerns regarding the stability and viability of major financial institutions, the state of the

housing markets, volatility in worldwide stock markets, or another pandemic.

In the event of such economic downturn, the U.S.

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skeptical consumers;

• competitors;

the safety and quality of our products and/or our ingredients;

37 unchanged sentences

California enacted CCPA, effective on January 1, 2020, as amended by the California Privacy Rights Act to provide enhanced data privacy protections to California residents.

CCPA applies to companies with annual gross revenues in excess of $25 million and other thresholds.Virginia, Colorado, Connecticut, Utah, Iowa, Indiana, Tennessee, Montana, Texas, Florida, Delaware, and Oregon all have adopted laws introducing privacy obligations and many other states are considering similar legislation.

CCPA applies to companies with annual gross revenues in excess of $25 million and other thresholds.

Virginia, Colorado, Connecticut, Utah, Iowa, Indiana, Tennessee, Montana, Texas, Florida, Delaware, and Oregon all have adopted laws introducing privacy obligations and many other states are considering and may enact similar legislation.

A broad range of legislative measures also have been introduced at the federal level.

7 unchanged sentences

We use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We incorporate various artificial intelligence (“AI”) solutions into our digital infrastructure, services, offerings and features, and these applications are becoming important in our operations.

We incorporate various artificial AI solutions into our digital infrastructure, services, offerings and features, and these applications are becoming important in our operations.

We have not established definitive policies regarding the use of AI platforms and algorithms in our business and with our data and information, and we do not have systems in place that inventory all of the AI-based applications that may be in use in our enterprise.

5 unchanged sentences

The rapid evolution of AI, including the government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

The regulatory environment governing AI technologies is rapidly evolving and remains uncertain.

Federal, state, and international authorities have proposed or adopted laws, regulations, and guidance addressing the development, deployment, and use of AI systems.

These requirements may impose obligations relating to transparency, data governance, bias mitigation, privacy, intellectual property, cybersecurity, and consumer protection.

As AI regulation continues to proliferate across jurisdictions, compliance may increase our operational costs, limit certain uses of AI technologies, or require modifications to our products and services.

Failure to comply with applicable AI-related laws and regulations could result in fines, enforcement actions, reputational harm, or other liabilities.

Interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business.

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Although we have implemented practices designed to maintain the availability of the information technology and service delivery systems we rely on and mitigate the harm of any unplanned interruptions, we cannot anticipate all eventualities.

We occasionally experience

unplanned outages or technical difficulties.

We occasionally experience unplanned outages or technical difficulties.

We could also experience loss of data or processing capabilities, which could cause us to lose customers and could harm our reputation and operating results.

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See Note 11, NOTES PAYABLE, for more information .

We may also incur additional indebtedness in the future, Our current debt service obligations require us to use a portion of our cash flow to pay interest and principal on debt instead of for other corporate purposes.

We may also incur additional indebtedness in the future.

Our current debt service obligations require us to use a portion of our cash flow to pay interest and principal on debt instead of for other corporate purposes.

If our cash flow and capital resources are insufficient to service our debt obligations, we may be forced to seek additional equity or debt capital or restructure our debt.

4 unchanged sentences

Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the direct selling industry in general.

Factors that could detrimentally

impact our access to liquidity sources include credit availability through commercial banking, foreign exchange controls, limitations on the repatriation of funds, and changes in currency policies or practices of foreign jurisdictions.

Factors that could detrimentally impact our access to liquidity sources include credit availability through commercial banking, foreign exchange controls, limitations on the repatriation of funds, and changes in currency policies or practices of foreign jurisdictions.

Deterioration in economic conditions may increase our cost of funding and limit our access to some sources of liquidity.

Our financial statements contain a statement regarding a substantial doubt about the Company ’ s ability to continue as a going concern.

Substantial doubt exists about our ability to continue as a going concern for the twelve‑month period following the issuance of this report.

Although our financial statements have been prepared on a going concern basis, this presentation depends on our ability to improve operating results, manage costs, and generate sufficient liquidity to meet our obligations as they become due.

If we are unable to execute our plans or obtain additional financing when needed, we may be required to significantly reduce or delay expenditures, limit certain operations, or pursue other alternatives, any of which could materially adversely affect our business, financial condition, and results of operations.

Risks Related to Our International Operations

9 unchanged sentences

changes and limits in export controls;

• complex U.S.

and foreign laws, treaties and regulations, including without limitation, tax laws, the U.S.

5 unchanged sentences

political, economic, and social conditions;

• a pandemic;

changes to trade practice laws or regulations governing direct selling and network marketing;

6 unchanged sentences

Additionally, escalation by Russia beyond Ukraine and into other countries within the region, could also reduce our sales and have a negative effect on our European operations.

In 2025, there were increased actions and policies implemented by the United States against other countries including China and the Republic of Korea, relating to the import and export of certain products, including dietary supplement ingredients.

This may result in increased costs and may have a negative effect on our business and results of operations.

Additionally, there may be retaliatory actions taken by governments in those and other markets which may increase the level of regulatory scrutiny on U.S.

This could increase costs and have a negative effect on operating efficiencies.

The risks outlined above could adversely affect our ability to sell products, obtain international customers, or to operate our international business profitably, which would have a negative impact on our overall business and results of operations.

5 unchanged sentences

If the United States dollar changes relative to applicable local currencies, there is a risk our reported sales, operating expenses, and net income could significantly fluctuate.

For example, our 2024 net sales decreased 8.6% on a Constant dollar basis (see Item 7, Non-GAAP Financial Measures ), and unfavorable foreign exchange caused a $2.7 million decrease in GAAP net sales as compared to 2023.

In other words, 2024 sales would have been $2.7

million higher than the reported value, except for the impact of foreign exchange.

For example, our 2025 net sales decreased $8.0 million on a Constant dollar basis (see Item 7, Non-GAAP Financial Measures ), and unfavorable foreign exchange caused a $1.9 million decrease in GAAP net sales as compared to 2024.

In other words, 2025 sales would have been $1.9 million higher than the reported value, except for the impact of foreign exchange.

There can be no assurance that foreign currency fluctuations will not have a material adverse effect on our business, assets, financial condition, liquidity, results of operations or cash flows.

59 unchanged sentences

Laws regarding independent contractor status in certain jurisdictions, including the U.S., continue to evolve and have been applied unfavorably to gig economy companies, platform companies, and some of our counterparts in the direct selling channel.

which we operate to be our employees rather than independent contractors, under existing laws and interpretations, we may be deemed to be responsible for a variety of obligations that are imposed upon employers relating to their employees, including social security and related taxes in those jurisdictions, wages, employee benefits, plus any related assessments and penalties, which could harm our financial position and operations.

If federal, state, or local laws and regulations or the interpretation of those laws and regulations require us to treat our independent associates as employees, or if they are deemed by local regulatory authorities in one or more of the jurisdictions in which we operate to be our employees rather than independent contractors, under existing laws and interpretations, we may be deemed to be responsible for a variety of obligations that are imposed upon employers relating to their employees, including social security and related taxes in those jurisdictions, wages, employee benefits, plus any related assessments and penalties, which could harm our financial position and operations.

Challenges by private parties to the form of our network marketing system could harm our business.

35 unchanged sentences

For example, changes regarding health and safety and food and drug regulations for our nutritional products could require us to reformulate our products to comply with such regulations.

Between October 2022 and September 2024, the Company's Ambrotose Life ® and and Ambrotose ® Complex products and its manufacturer Natural Aloe de Costa Rica (“NACR”) were placed on two separate import alerts requiring the goods to be detained without physical examination (“Import Alert(s)”).

Between October 2022 and September 2024, the Company's Ambrotose Life® and Ambrotose® Complex products and its manufacturer Natural Aloe de Costa Rica (“NACR”) were placed on two separate import alerts requiring the goods to be detained without physical examination (“Import Alert(s)”).

The first Import Alert for Ambrotose Life powder asserted that formatting issues on the supplement facts panel.

30 unchanged sentences

Many direct selling companies operating in China are still experiencing negative effects to their business operations including limited sales meetings, media scrutiny, and unfavorable consumer sentiment towards direct selling companies.

Chinese officials of various ministries and agencies stated that they will continue to monitor healthcare product and direct

selling companies.

The suspension on issuing direct selling licenses remains in effect and it is unclear whether there will be changes to the application processes if and when the suspension is lifted.

Chinese officials of various ministries and agencies stated that they will continue to monitor healthcare product and direct selling companies.

The suspension on issuing direct selling licenses remains in effect and it is unclear whether there will be changes to the application processes or if the suspension will be lifted.

Increased regulatory scrutiny of nutritional supplements as well as new regulations that are being adopted in some of our markets with respect to nutritional supplements could result in more restrictive regulations and harm our results if our supplements or advertising activities are found to violate existing or new regulations or if we are not able to effect necessary changes to our products in a timely and efficient manner to respond to new regulations.

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We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision.

The amounts ultimately paid upon

resolution of these or subsequent tax audits could be materially different from the amount previously included in our income tax provision, and, therefore, could have a material impact on our profitability.

The amounts ultimately paid upon resolution of these or subsequent tax audits could be materially different from the amount previously included in our income tax provision, and, therefore, could have a material impact on our profitability.

Risks Related to Owning Our Common Stock

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Our failure to comply with The Nasdaq Capital Market continued listing standards may adversely affect the price and liquidity of our shares of common stock as well as our ability to raise capital in the future.

Prior to September 30, 2024, the Company’s common stock was traded on The Nasdaq Global Select Market.

As previously disclosed, on August 19, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with the minimum net equity requirement of $10.0 million under the Nasdaq Listing Rules for The Global Select Market tier.

The Company opted to apply to Nasdaq to transfer the listing of its common stock to the Nasdaq Capital Market tier under Listing Rule 5810(c)(3)(A).

As previously reported on our Current Report on Form 8-K filed on September 27, 2024, Nasdaq approved the Company’s application on September 26, 2024.

The Company’s common stock began trading on The Nasdaq Capital Market on September 30, 2024.

21 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.

What changed 10-K

Item 1A. Risk Factors