What changed in this filing

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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-28 · 752 added, 364 removed, 203 unchanged (85% of the section changed)

following risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business

or financial performance, which in turn can affect the price of our publicly traded securities.

These are not the only risks we face.

There may be other risks we are not currently aware of or that we currently deem not to be material but that may become material in the

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

are subject to the periodic reporting requirements of the Exchange Act.

We have designed our disclosure controls and procedures to reasonably

assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management,

and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system will be met.

These inherent limitations include the realities

that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls

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

Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not

economic uncertainty and unfavorable global economic conditions caused by political instability, changes in trade agreements and conflicts,

such as the Russia-Ukraine conflict and the conflict in the Middle East, could adversely affect our business, financial condition, results

of operations or prospects .

business, financial condition, results of operations or prospects could be adversely affected by unstable economic and political conditions

within the United States and foreign jurisdictions, including as a result of an economic downturn and geopolitical events, such as changes

federal policy that affect the geopolitical landscape.

Changes to policy implemented by the U.S.

Congress, the Trump administration

or any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, international

trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

during the prior Trump administration, increased tariffs were implemented on goods imported into the United States, particularly from

China, Canada, and Mexico.

On February 1, 2025, the United States imposed a 25% tariff on imports from Canada and Mexico, which were

subsequently suspended for a period of one month, and a 10% additional tariff on imports from China.

Historically, tariffs have led to

increased trade and political tensions, between not only the United States and China, but also between the United States and other countries

in the international community.

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between

major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial

Any changes in political, trade, regulatory, and economic conditions, including U.S.

trade policies, could have a material adverse

effect on our financial condition or results of operations.

Until we know what policy changes are made, whether those policy changes

are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors

over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

addition, the current military conflict between Russia and Ukraine and the armed conflict in Israel and the Gaza Strip could disrupt

or otherwise adversely impact our operations and those of third parties upon which we rely.

Related sanctions, export controls or other

actions that may be initiated by nations including the United States, the EU or Russia (e.g., potential cyberattacks, disruption of energy

flows, etc.), which could adversely affect our business and/or our supply chain and other third parties with which we conduct business.

A severe or prolonged economic downturn or political unrest could result in a variety of risks to our business, including but not limited

to weakened demand for our product candidates and our ability to raise additional capital when needed on acceptable terms, if at all.

A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay

making payments for our services.

Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the

current political and economic climate and financial market conditions could adversely impact our business.

are a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable to “smaller

reporting companies” will make our common stock less attractive to investors .

are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700.0

million and our annual revenue is less than $100.0 million during the most recently completed fiscal year.

We may continue to be a “smaller

reporting company” until (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual

revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates

is less than $700.0 million as of the prior June 30.

designation as a “smaller reporting company,” allows us to take advantage of many of the same exemptions from disclosure

requirements, including presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form

10-K not being required to comply with the independent auditor attestation requirements of Section 404 and reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements.

We cannot predict if investors will find our common stock

less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive as a result, there may

be a less active trading market for our common stock and our share price may be more volatile.

following risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business

or financial performance, which in turn can affect the price of our publicly traded securities.

description of the risks and uncertainties associated with our business is set forth below.

You should carefully consider the risks and

uncertainties described below, as well as the other information contained in this Annual Report on Form 10-K, including our consolidated

financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results

of Operations.” The occurrence of any of the events or developments described below could adversely affect our business, results

of operations, financial condition, reputation, and prospects.

In such an event, the market price of our common stock could decline,

and you may lose all or part of your investment.

These are not the only risks we face.

There may be other risks we are not currently aware of or that we currently deem not to be material but that may become material in the

and Operational Risks

There may be other risks we are

not currently aware of or that we currently deem not to be material but that may become material in the future.

Related to Our Business and Industry

have incurred and may continue to incur losses, and we may be unable to achieve or maintain profitability.

We incurred net losses of

$15,842 million and $13,152 million for the fiscal years ended December 31, 2025 and 2024, respectively.

While we aim to reduce costs,

our operating expenses may increase over time as we continue to invest in growing our business, increasing our customer base, contract

manufacturers and distributors, and expanding our selling and marketing channels.

Our expansion efforts may prove more expensive than

we anticipate, and there is no guarantee that these efforts will translate into sufficient sales to cover our expenses and result in profits.

In addition, if our efforts to increase the average selling price of our products over time result in outsized volume decreases, our net

sales may be adversely impacted and it will be challenging to achieve profitability or maintain pace with cost increases over time.

incur significant expenses in developing our innovative products and delivering, handling and marketing our products.

Accordingly, we

may not be able to achieve or maintain profitability, and we may continue to incur significant losses in the future.

quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts

or any guidance we may publicly provide, each of which may cause our stock price to fluctuate or decline.

expect our operating results to be subject to quarterly and annual fluctuations which may, in turn, cause the price of our common stock

to fluctuate substantially.

Our net loss and other operating results will be affected by numerous factors, including:

level of consumer demand and spending, which may vary significantly from period to period;

● expenditures

that we may incur to acquire, develop or commercialize additional products;

ability to expand or maintain the geographic reach of our commercial efforts;

degree of competition in our industry and any change in the competitive landscape of our

● announcements

relating to strategic transactions, including acquisitions, collaborations, or similar arrangements;

or negative coverage in the media of our products or products of our competitors or our industry;

intellectual property infringement lawsuit or opposition, interference, or cancellation proceeding

in which we may become involved;

● recruitment

and departures of key personnel; and

macroeconomic conditions or geopolitical events, including international trade relations

and tariffs, high levels of inflation, heightened interest rates, and geopolitical tensions

such as the conflicts between Ukraine and Russia and in the Middle East.

our quarterly or annual operating results fall below the expectations of investors or securities analysts or any forecasts or guidance

we may provide to the market, the price of our common stock could decline substantially.

Such a stock price decline could occur even

when we have met any previously publicly stated guidance we may provide.

We believe that quarterly or annual comparisons of our financial

results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

to realize benefits from our productivity initiatives can adversely affect our financial performance.

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in adverse effects on our financial performance.

current indebtedness contains, and any future indebtedness may contain, restrictions on our business.

If we are unable to secure additional

financing on favorable terms, or at all, when we require it, our ability to continue to grow our business or react to market conditions

could be impaired and in turn adversely affect our financial position and results of operations.

intend to continue to expand, grow and develop our business, which may require additional capital to develop new products, enhance our

platform, expand distribution, improve our operating infrastructure, react to market conditions and finance working capital requirements.

Accordingly, we may need to engage in additional equity or debt financings to secure additional capital.

If we raise additional funds

through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any

new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

On September 26, 2025, we entered into the first amendment (the “Amendment”) to our Senior Secured Loan and Security Agreement

(as amended, the “Loan Agreement”) with certain funds affiliated with Whitebox Advisors, LLC (the “Lenders”)

and Cantor Fitzgerald Securities, as administrative agent and collateral agent, with respect to our revolving credit facility (the “Senior

Secured Facility”).

The Amendment provides a revolving credit commitment in an aggregate amount of $9.25 million and, as of December

31, 2025, the principal amount outstanding was $9.25 million.

The Senior Secured Facility is secured by substantially all of our

assets, including all intellectual property.

Our current and future indebtedness, including the revolving credit commitment under the

Senior Secured Facility, may have significant negative effects on our operations, including:

our ability to obtain additional financing in the future (or to obtain such financing on

acceptable terms) for working capital, capital expenditures, acquisitions or other important

needs, and subjecting us to other restrictive covenants that may reduce our ability to take

certain corporate actions;

us to dedicate a portion of our cash resources to the payment of interest and principal,

reducing money available to fund working capital, capital expenditures, potential acquisitions,

international expansion, new product development, new enterprise relationships and other

general corporate purposes;

us to repay the principal and accrued interest on the revolving credit commitment under the

Senior Secured Facility in an event of default under the covenants thereof, which could impair

our liquidity and reduce the availability of our cash flow to fund working capital, capital

expenditures, acquisitions and other important needs;

our ability to adjust to rapidly changing conditions in the industry, reducing our ability

to withstand competitive pressures and making us more vulnerable to a downturn in general

economic conditions or business than our competitors with relatively lower levels of debt;

us, in certain circumstances, to obtain approval from Whitebox Advisors, LLC and/or the lenders

party to the Senior Secured Facility before embarking on certain mergers, acquisitions, capital

expenditures, or other operational actions.

intend to satisfy our current and future debt service obligations with our then existing cash and cash equivalents.

However, we may not

have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under the Senior Secured Facility

or any other debt instruments.

In addition, the Senior Secured Facility contains, and the agreements governing our future indebtedness

may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest.

restrictive covenants include, among others, limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions,

sales of assets, investments (including acquisitions), dividends and other restricted payments and transactions with affiliates.

failure to make payments under or comply with other covenants contained in the documents governing our indebtedness could result in an

event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt and potentially the

foreclosure on our assets in the event we are unable to repay all amounts owed.

we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business

to react to market conditions could be impaired, which would adversely affect our financial position and results of operations.

for our products can fluctuate significantly and our management’s estimates of future product demand may be inaccurate, particularly

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Our business and results of operations are impacted by product shortages as well as product surplus.

estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess

and obsolete inventory.

At December 31, 2024, and 2023, inventory has been reduced by cumulative write-downs for inventory aggregating

$277 and $1,848, respectively.

we underestimate demand for our products, are unable to secure sufficient ingredients or raw materials or procure adequate packing arrangements

to obtain adequate or timely shipment of our products, we are not able to satisfy demand on a short-term basis.

Management’s estimates of future product demand may be inaccurate,

which could result in an understated or overstated provision required for excess and obsolete inventory.

During the year ended December

31, 2025, the Company incurred $2,013 of inventory write-offs related to changes in product portfolio optimization made by new management.

During the year ended December 31, 2024, the Company incurred $277 of inventory write-offs related to inventory obsolescence.

we underestimate demand for our products, we are unable to secure sufficient ingredients or raw materials or procure adequate packing

arrangements to obtain adequate or timely shipment of our products, as a result of which we are not able to satisfy demand on a short-term

is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with us.

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with adequate capacity and/or suitable equipment to package our products.

If a co-packer terminates its relationship with us, we have in the past, and will likely in the future, experience a delay finding a suitable replacement, which will negatively impact or business

If a co-packer terminates its relationship with us, we have

in the past, and will likely in the future, experience a delay finding a suitable replacement, which will negatively impact our business

and financial results.

depend on a limited number of customers for most of our revenue.

The loss of, or a significant reduction in orders from our key customers

that are not replaced by other orders from new or existing customers, would significantly reduce our revenue and adversely impact our

business, financial condition and results of operations.

largest customers historically have accounted for a large portion of our sales.

During the year ended December 31, 2025, our three largest

customers comprised 21%, 15% and 14% of net sales, respectively.

During the year ended December 31, 2024, our two largest customers comprised

18% and 17% of net sales, respectively.

We believe that our operating results for the foreseeable future will continue to depend to a

significant extent on sales attributable to certain customers.

While we anticipate revenue attributable to our top customers will fluctuate

from period to period, we expect to remain dependent on a small number of customers for a meaningful portion of our revenue for the foreseeable

If our customers were to choose to reduce their orders or cease to order products from us or if our relationships with our customers

or our distributors are disrupted for any reason and we are unable to replace those orders with orders from new or existing customers,

there could be a significant negative impact on our business.

Any reduction in sales attributable to our largest customers would have

a significant and disproportionate impact on our business, financial condition and results of operations.

in future demand for our products would adversely affect our business.

for our products depends in part on our ability to innovate and anticipate and effectively respond to shifts in consumer trends and preferences,

including the types of products our consumers want and how they browse for, purchase and consume them.

Consumer preferences continuously

evolve due to a variety of factors, including:

changes in consumer demographics, consumption patterns, diet (whether due to changes in

consumer behavior and eating habits, the use of weight-loss drugs or other factors) and channel preferences (including continued increases

in the e-commerce and online-to-offline channels); pricing; product quality; concerns or perceptions regarding packaging

and its environmental impact (such as single-use and other plastic packaging); and concerns or perceptions regarding the nutrition

profile and health effects of, or location of origin of, ingredients or substances in our products or packaging, including due to the

results of third-party studies (whether or not scientifically valid).

Concerns with any of the foregoing could lead consumers to reduce

or publicly boycott the purchase or consumption of our products.

Pandemics, epidemics or other disease outbreaks, such as COVID-19, and

geopolitical events, international trade relations and tariffs, wars and other military conflicts have also impacted and could continue

to impact consumer preferences and demand for our products.

Consumer preferences are also influenced by perception of our brand image

or the brand images of our products, the success of our advertising and marketing campaigns, our ability to engage with our consumers

in the manner they prefer, including through the use of digital media or assets, and the perception of our use of social media and our

response to political and social issues, geopolitical events, wars and other military conflicts or catastrophic events.

These and other

factors have reduced and could continue to reduce consumers’ willingness to purchase certain of our products, including as a result

of public boycotts.

Any inability on our part to anticipate or react to changes in consumer preferences and trends, or make the right

strategic investments to do so, including investments in data analytics to understand consumer trends, can lead to reduced demand for

our products, lead to inventory write-offs or erode our competitive and financial position, thereby adversely affecting our business

and preventing us from gaining market share and achieving long-term profitability.

In addition, our business operations, including our

supply chain, are subject to disruption by geopolitical events, international trade relations and tariffs, wars and other military conflicts,

natural disasters, pandemics, epidemics or other events beyond our control that could negatively impact product availability and decrease

demand for our products.

may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against

sweetened beverages.

are concerned about health and wellness; public health officials and government officials are increasingly vocal about obesity and

its consequences.

There has been a trend among some public health advocates and dietary guidelines to recommend a reduction in sweetened

beverages, as well as increased public scrutiny, new taxes on sugar-sweetened beverages (see also the risk factor captioned “Our

effective tax rate or taxes aimed at our products can adversely affect our business or financial performance” for more information),

and additional governmental regulations concerning the marketing and labelling/packing of the beverage industry.

Additional or revised

regulatory requirements, whether labelling, tax or otherwise, could have a material adverse effect on our financial condition and results

of operations.

Further, increasing public concern with respect to sweetened beverages could reduce demand for our beverages and increase

desire for more low-calorie soft drinks, water, enhanced water, coffee-flavored beverages, tea, and beverages with natural sweeteners.

We are continuously working to reduce calories and sugar in our products while launching additional products, to pair with existing brand

extensions that round out our portfolio.

However, there is no guarantee that our product lines will meet consumer expectations, shifting

consumer preferences, or regulatory developments.

reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products,

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(i) the level of demand for our brands and products in

a particular distribution area;

(ii) our ability to price our products at levels competitive with those of competing products;

our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.

We may not be able to

successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution.

Our inability

to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our

relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely

affect our revenues and financial results.

Supply chain challenges have impacted our ability

to benefit from strong demand for, and increased sales of our products and adversely impacted our business.

Supply chain constraints could

cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations.

We have experienced supply chain challenges, including

increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand.

During the year ended December 31, 2024, the average cost of shipping and handling was $2.75 per case, as compared to $3.07 per case for

the year ended December 31, 2023.

Although the company has experienced decreases in freight costs, in the company’s opinion there

remains a volatile environment and the company will continue to monitor pricing and availability in transportation.

Mitigation plans have

been implemented to manage this risk.

The disruption caused by labor shortages, significant raw material cost inflation, logistics issues

and increased freight costs, and ongoing port congestion, has resulted in suppressed margins.

Although we regularly monitor companies

in our supply chain and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our

ability to obtain raw materials required to manufacture our products and adversely affect our operations.

in future demand for our products would adversely affect our business.

for our products depends in part on our ability to innovate and anticipate and effectively respond to shifts in consumer trends and preferences,

including the types of products our consumers want and how they browse for, purchase and consume them.

Consumer preferences continuously

evolve due to a variety of factors, including:

changes in consumer demographics, consumption patterns, diet (whether due to changes in

consumer behavior and eating habits, the use of weight-loss drugs or other factors) and channel preferences (including continued increases

in the e-commerce and online-to-offline channels);

product quality;

concerns or perceptions regarding packaging and its environmental

impact (such as single-use and other plastic packaging);

and concerns or perceptions regarding the nutrition profile and health effects

of, or location of origin of, ingredients or substances in our products or packaging, including due to the results of third-party studies

(whether or not scientifically valid).

Concerns with any of the foregoing could lead consumers to reduce or publicly boycott the purchase

or consumption of our products.

Pandemics, epidemics or other disease outbreaks, such as COVID-19, and geopolitical events, wars and

other military conflicts have also impacted and could continue to impact consumer preferences and demand for our products.

Consumer preferences

are also influenced by perception of our brand image or the brand images of our products, the success of our advertising and marketing

campaigns, our ability to engage with our consumers in the manner they prefer, including through the use of digital media or assets,

and the perception of our use of social media and our response to political and social issues, geopolitical events, wars and other military

conflicts or catastrophic events.

These and other factors have reduced and could continue to reduce consumers’ willingness to purchase

certain of our products, including as a result of public boycotts.

Any inability on our part to anticipate or react to changes in consumer

preferences and trends, or make the right strategic investments to do so, including investments in data analytics to understand consumer

trends, can lead to reduced demand for our products, lead to inventory write-offs or erode our competitive and financial position, thereby

adversely affecting our business.

In addition, our business operations, including our supply chain, are subject to disruption by geopolitical

events, wars and other military conflicts, natural disasters, pandemics, epidemics or other events beyond our control that could negatively

impact product availability and decrease demand for our products.

a particular distribution area; (ii) our ability to price our products at levels competitive with those of competing products;

and (iii) our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.

be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution.

inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect

on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely

adversely affect our revenues and financial results.

chain challenges have impacted our ability to respond effectively or in a timely manner to increases in demand for our products and have

adversely impacted our business.

Supply chain constraints could cause a disruption in our ability to obtain raw materials required to

manufacture our products and adversely affect our operations and financial performance.

have experienced supply chain challenges.

The disruption and increased lead times caused by labor shortages, significant raw

material cost inflation, logistics issues, increased freight costs and ongoing port congestion have resulted in suppressed margins.

The average cost of shipping and handling of our products during each of the years ended December 31, 2025 and 2024 was $2.75 per case.

Although we have experienced decreases in freight costs and have implemented mitigation plans to

manage this risk, in our opinion there remains a volatile environment, and we will continue to monitor pricing and availability in

transportation.

Any increase in transportation costs (including increases in fuel costs), shipping costs or warehouse costs, port or

supplier-side delays, reductions in the transportation capacity of carriers, labor strikes or shortages in the transportation

industry, disruptions to the national and international transportation infrastructure, decreased warehouse availability and

unexpected delivery interruptions or delays may increase the cost of, and adversely impact, our logistics and our ability to provide

quality and timely service to our distributors and customers.

periodic and often unpredictable industry-wide shortages of raw materials, including aluminum cans, glass bottles, and the principal

ingredients used in our products, such as organic ginger and cane sugar, could disrupt or delay the production of certain products and

adversely affect our operations and financial performance.

The prices of the principal raw materials used in our products are subject

to fluctuation.

We are uncertain whether the prices of any of the foregoing or any other raw materials or ingredients we utilize will

rise in the future and whether we will be able to pass any of such increases on to our customers.

We do not use hedging agreements or

alternative instruments to manage the risks associated with securing sufficient ingredients or other raw materials.

Although we regularly

monitor companies in our supply chain and use alternative suppliers when necessary and available, supply chain constraints could cause

a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations, financial

condition, results of operations, and cash flows.

to our reputation or brand image can adversely affect our business.

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particular ingredients in our products, including concerns regarding whether certain of our products contribute to

obesity and other health conditions;

any product quality or safety issues, including the recall of any of our products;

any failure to

comply with laws and regulations;

marketing programs, use of social media;

or any failure to effectively respond to negative or inaccurate

comments about us on social media or otherwise regarding any of the foregoing.

Damage to our reputation or brand image could decrease

demand for our products, thereby adversely affecting our business.

recalls or other issues or concerns with respect to product quality and safety can adversely affect our business.

have recalled, and could in the future recall, products due to product quality or safety issues, such as mislabelling, spoilage or malfunction.

Product quality or safety issues could reduce consumer confidence and demand for our products, cause production and delivery disruptions,

and result in increased costs (including payment of fines, judgments and legal fees, and costs associated with alternative sources of

production) and damage our reputation, all of which can adversely affect our business.

Any perception or allegation (whether or not valid)

of failure to maintain adequate oversight over product quality or safety can result in product recalls, litigation, government investigations

or inquiries or civil, all of which may result in fines, penalties and damages.

In addition, while we currently maintain insurance coverage

that, subject to its terms and conditions, is intended to address costs associated with certain aspects of product recalls, this insurance

coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims

that arise from an incident, or the damage to our reputation or brands that may result from an incident.

obesity and other health conditions; any product quality or safety issues, including the recall of any of our products; any

failure by us or by independent contract manufacturers and suppliers with whom we do business to comply with applicable laws and regulations

or ethical business practices; marketing programs, use of social media; or any failure to effectively respond to negative or

inaccurate comments about us on social media or otherwise regarding any of the foregoing.

Damage to our reputation or brand image could

decrease demand for our products, thereby adversely affecting our business.

have in the past, and may in the future, use social media influencers and celebrities for product promotion and marketing, which may

expose us to risk that such content could contain problematic, inaccurate, or misleading product or marketing claims.

These influencers

and celebrities could also engage in behavior that reflects poorly on our brand.

Any claims or behavior by such influencers or celebrities

may be attributed to us and expose us to fines, monetary liabilities, or could harm our brand reputation all of which could have an adverse

impact on our business and operations.

Although we take measures to confirm that public information about our company and brand is accurate,

compliant with regulations and substantiated by factual analysis and research, we may be subject to claims that such information is false

or misleading.

Even if such claims are disproven, any negative publicity surrounding an assertion that our marketing materials are inaccurate

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

In addition, a judgment against us could lead to

further litigation and have a material adverse effect on our business, financial condition, results of operations or liquidity.

recalls or other issues or concerns with respect to product quality and safety can adversely affect our business and financial condition.

have recalled, and could in the future recall, products due to product quality or safety issues, such as mislabeling, spoilage or malfunction.

Product quality or safety issues could reduce consumer confidence and demand for our products, cause production, inventory and delivery

disruptions, and result in increased costs (including payment of fines, judgments and legal fees, and costs associated with alternative

sources of production) and damage our reputation, all of which can adversely affect our business and financial condition.

Any perception

or allegation (whether or not valid) of failure to maintain adequate oversight over product quality or safety can result in product recalls,

litigation, government investigations or inquiries or civil, all of which may result in fines, penalties and damages.

In addition, while

we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain

aspects of product recalls, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident,

cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an

inability to compete effectively can adversely affect our business.

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the ability to anticipate and effectively respond to consumer preferences and trends.

Our business can be adversely affected if we are

unable to effectively promote or develop our existing products or introduce and effectively market new products, if we are unable to

improve operating efficiencies, if we are unable to effectively respond to supply disruptions, pricing pressure (including as a result

of commodity inflation) or otherwise compete effectively, and we may be unable to grow or maintain sales or category share or we may

need to increase capital, marketing or other expenditures.

It is possible that our competitors may either respond to industry conditions

or consumer trends more rapidly or effectively or resort to price competition to sustain market share, which could adversely affect our

sales and profitability.

Dependence on Key Personnel

Our performance significantly depends on the contributions

of our executive officers and key employees, both individually and as a group and our ability to retain and motivate them.

our officers and key personnel have many years of experience with us and in our industry and it may be difficult to replace them.

lose key personnel, our operations and ability to manage our business may be affected.

to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse

effect on our business.

business requires that we attract, develop and maintain a highly skilled and diverse workforce.

Our employees are highly sought after

by our competitors and other companies and our continued ability to compete effectively depends on our ability to attract, retain, develop

and motivate highly skilled personnel for all areas of our organization.

Our ability to do so has been and may continue to be impacted

by challenges in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee

turnover, changes in availability of our workforce and changing worker expectations regarding flexible work models.

Any unplanned turnover

or failure to attract, develop and maintain a highly skilled and diverse workforce, can erode our competitive advantage or result in

increased costs due to increased competition for employees or increased employee benefit costs.

Some of our competitors have significantly more

financial resources than we do.

These competitors can use their resources and scale to rapidly respond to competitive pressures and changes

in consumer preferences by introducing new products, changing their route to market, reducing prices or increasing promotional activities.

Our business can be adversely affected if we are unable to effectively promote or develop our existing products or introduce and effectively

market new products, if we are unable to improve operating efficiencies, if we are unable to effectively respond to supply disruptions,

pricing pressure (including as a result of commodity inflation) or otherwise compete effectively, and we may be unable to grow or maintain

sales or category share or we may need to increase capital, marketing or other expenditures.

It is possible that our competitors may

either respond to industry conditions or consumer trends more rapidly or effectively or resort to price competition to sustain market

share, which could adversely affect our sales and profitability.

See also the risk factor captioned “Changes in the retail landscape

or in sales to any key customer can adversely affect our business.

Increased competitor consolidations, market-place competition, particularly

among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growth.”

in the retail landscape or in sales to any key customer can adversely affect our business.

The retail industry is impacted by the actions and

increasing power of retailers, including as a result of increased consolidation of ownership resulting in large retailers or buying groups

with increased purchasing power, particularly in North America, Europe and Latin America.

In this changing retail landscape, retailers

and buying groups have impacted and may continue to impact our ability to compete in these jurisdictions by demanding lower prices or

increased promotional programs.

Our inability to resolve a significant dispute with customers, a change in the business conditions (financial

or otherwise) of either of these customers, even if unrelated to us, a significant reduction in sales to either of them, or the loss

of either of them could adversely affect our business.

Increased competitor consolidations, market-place

competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market

share and volume growth.

retail industry is impacted by the actions and increasing power of retailers, including as a result of increased consolidation of ownership

resulting in large retailers or buying groups with increased purchasing power, particularly in North America, Europe and Latin America.

In this changing retail landscape, retailers and buying groups have impacted and may continue to impact our ability to compete in these

jurisdictions by demanding lower prices or increased promotional programs.

We may be required to grant retailers price concessions that

negatively impact our margins and our profitability in order to compete with larger companies with significantly greater financial resources.

If we are not able to lower our cost structure adequately in response to such competitive customer pricing, and if we are not able to

attract and retain a profitable customer mix and a profitable product mix, our profitability could continue to be adversely affected.

Furthermore, our inability to resolve a significant dispute with customers, a change in the business conditions (financial or otherwise)

of either of these customers, even if unrelated to us, a significant reduction in sales to either of them, or the loss of either of them

could adversely affect our business.

beverage industry is highly competitive.

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As a means of maintaining and expanding our distribution network, we intend to introduce product extensions and additional brands.

We may not be successful in doing this, or it may take us longer than anticipated to achieve market acceptance of these new products

and brands, if at all.

may not be successful in doing this, or it may take us longer than anticipated to achieve market acceptance of these new products and

brands, if at all.

Other companies may be more successful in this regard over the long term.

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our ability to expand the market for our products.

compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue developing

new products to satisfy the changing preferences of consumers will determine our long-term success.

to introduce new brands, products or product extensions into the marketplace as current ones mature and to meet the changing preferences

of consumers could prevent us from gaining market share and achieving long-term profitability.

Product lifecycles can vary and consumer

preferences and loyalties change over time.

Although we try to anticipate these shifts and innovate new products to introduce to our

consumers, we may not succeed.

Consumer preferences also are affected by factors other than taste, such as health and nutrition considerations

and obesity concerns, shifting consumer needs, changes in consumer lifestyles, increased consumer information and competitive product

and pricing pressures.

Sales of our products may be adversely affected by the negative publicity associated with these issues.

we do not adequately anticipate or adjust to respond to these and other changes in consumer preferences, we may not be able to maintain

and grow our brand image and our sales may be adversely affected.

may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against

sweetened beverages.

are concerned about health and wellness;

public health officials and government officials are increasingly vocal about obesity and its

consequences.

There has been a trend among some public health advocates and dietary guidelines to recommend a reduction in sweetened

beverages, as well as increased public scrutiny, new taxes on sugar-sweetened beverages (as described below), and additional governmental

regulations concerning the marketing and labelling/packing of the beverage industry.

Additional or revised regulatory requirements, whether

labelling, tax or otherwise, could have a material adverse effect on our financial condition and results of operations.

Further, increasing

public concern with respect to sweetened beverages could reduce demand for our beverages and increase desire for more low-calorie soft

drinks, water, enhanced water, coffee-flavored beverages, tea, and beverages with natural sweeteners.

We are continuously working to

reduce calories and sugar in our products while launching additional products, to pair with existing brand extensions that round

out our portfolio.

in economic conditions can adversely impact our business.

of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic

conditions, such as high inflation and adverse changes in interest rates, tax laws or tax rates, including as a result of geopolitical

These uncertain or unfavorable economic conditions have resulted in and could continue to result in recessions or economic slowdowns;

volatile commodity markets;

labor shortages;

highly inflationary economies;

and stimulus measures.

In 2024 we experienced moderate inflation.

In addition, we cannot predict how current or future economic conditions will affect our business partners, including financial institutions

with whom we do business, and any negative impact on any of the foregoing may also have an adverse impact on our business.

cyber incidents and other disruptions to our information systems can adversely affect our business.

work with a third-party vendor, which has extensive cybersecurity expertise to help protect and defend against cybersecurity threats.

This vendor has advised us on material cybersecurity-related risks and is helping us establish controls designed to protect, detect,

respond to, and recover from cybersecurity incidents.

These controls include firewall protection, antivirus software protection, two-factor

authentication enforced on all endpoints including Windows PCs and laptops, and intrusion prevention software designed to automatically

block any unauthorized access attempts on our servers.

Our cybersecurity controls are embedded within our overall risk management processes

and technology, including a 24/7 threat monitoring system provided by the vendor.

and other cyber incidents are occurring more frequently, the techniques used to gain access to information technology systems and data,

disable or degrade service or sabotage systems are constantly evolving and becoming more sophisticated in nature and are being carried

out by groups and individuals with a wide range of expertise and motives.

In addition, the rapid evolution and increased adoption of

artificial intelligence technologies may increase our cybersecurity risks, including generative artificial intelligence augmenting threat

actors’ technological sophistication to enhance existing or create new malware.

We have not experienced a cyber security breach;

however, a breach could have a material adverse effect on us in the future.

company relies on its information technology, and potential cyber-attack, data breach or other failure or disruption of its information

technology could disrupt its operations and adversely affect its results of operations.

company’s business increasingly relies on the successful and uninterrupted functioning of its information technology systems to process,

transmit, and store electronic information.

A significant portion of the communication between the company’s personnel, customers, and

suppliers depends on information technology.

As with all large systems, the Company’s information technology systems may be susceptible

to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof,

power outages, hardware failures, telecommunication failures, user errors or catastrophic events.

In addition, cybersecurity related

risks including security breaches and cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware),

social-engineering attacks (including phishing attacks) or other information security breaches could result in unauthorized disclosure

or misappropriation of the Company’s confidential information.

These threats also may be further enhanced in frequency or

effectiveness through threat actors’ use of artificial intelligence.

the company has security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation,

and other security breaches, the Company’s information technology systems could nevertheless be penetrated by outside parties intent

on extracting information, corrupting information or disrupting business processes (including for purposes of ransom demands or other

forms of blackmail), particularly if the company’s information security training and compliance programs prove to be inadequate.

if the company’s information technology systems suffer severe damage, disruption or shutdown and the company’s business continuity plans

do not effectively resolve the issues in a timely manner, the company may lose customers and suppliers and revenue and profits as a result

of its inability to timely manufacture, distribute, invoice and collect payments from its customers, and could experience delays in reporting

its financial results, including with respect to the company’s operations in emerging markets.

Furthermore, if the company is unable

to prevent security breaches, it may suffer financial and reputational damage because of lost or misappropriated confidential information

belonging to the company or to its customers or suppliers, and it may suffer indirect economic loss if its existing insurance policies

and coverage related to information security risks prove to be insufficient.

Failure or disruption of the company’s information technology

systems, or the back-up systems, for any reason could disrupt the company’s operations and negatively impact the company’s cash flows

or financial condition.

largest stockholder’s preemptive right could dissuade a strategic investor from making an investment in the Company.

largest stockholder, D&D, holds a preemptive right to purchase its pro-rata share, based on the ratio of shares of the

Company’s common stock it owns to all the outstanding shares of the Company’s common stock, of any investment in the

equity securities or equity-linked securities of the Company.

D&D beneficially owns approximately 59.5% of our common stock.

such, D&D’s exercise of its right could serve to dissuade a new strategic investor from proposing an investment in the

Company or significantly decrease the size of a new investor’s investment.

Tax and Regulatory Risks

aimed at our products can adversely affect our business or financial performance.

jurisdictions in which our products are sold have either imposed, or are considering imposing, new or increased taxes on the manufacture,

distribution or sale of certain of our products, as a result of ingredients contained in our products.

These taxes vary in scope and

some apply to all beverages, including non-caloric beverages, while others apply only to beverages with a caloric sweetener (e.g.,

Similarly, some measures apply a single tax rate per ounce/liter on beverages containing over a certain amount of added sugar

(or other sweetener), some apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and

others apply a flat tax rate on beverages containing any amount of added sugar (or other sweetener).

These tax measures, whatever their

scope or form, have in the past and could continue to increase the cost of certain of our products, reduce overall consumption of our

products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.

may face difficulties as we expand our operations into new markets in which we have no prior operating experience.

we work to grow our brand, we intend to enter into new markets, including eventually expanding into countries other than those in which

we currently operate, including our recent expansion into new geographic markets in the Asia-Pacific region.

It may be difficult for

us to understand and accurately predict taste preferences and purchasing habits of consumers in these new geographic markets.

also face increased competition with larger competitors who have stronger established brands in such markets.

The political, legal and

social systems of certain territories pose difficult challenges related to establishing and maintaining control and ownership of our

brand and intellectual property, as well as mitigating the risk of diverted sales to other territories and/or sales diverted into the

It is also costly to establish, develop and maintain international operations and develop and promote our brands in international

markets and we may face adverse tax consequences, tariffs, and barriers to trade.

As we expand our business into new countries, we may

encounter regulatory, legal, personnel, technological and other difficulties that increase our expenses and/or delay our ability to become

profitable and compete effectively in such countries, which may have a material adverse effect on our business and brand.

performance significantly depends on the contributions of key personnel.

If we lose key personnel, our operations and ability to manage

our business may be affected.

performance significantly depends on the contributions of our executive officers and key employees, both individually and as a group

and our ability to retain and motivate them.

Certain of our officers and key personnel have many years of experience with us and in our

industry and it may be difficult to replace them.

If we lose key personnel, our operations and ability to manage our business may be

to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse

effect on our business.

business requires that we attract, develop and maintain a highly skilled and diverse workforce.

Our employees are highly sought after

by our competitors and other companies and our continued ability to compete effectively depends on our ability to attract, retain, develop

and motivate highly skilled personnel for all areas of our organization.

Our ability to do so has been and may continue to be impacted

by challenges in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee

turnover, changes in availability of our workforce and changing worker expectations regarding flexible work models.

Any unplanned turnover

or failure to attract, develop and maintain a highly skilled and diverse workforce, can erode our competitive advantage or result in

increased costs due to increased competition for employees or increased employee benefit costs.

rely on our information technology, and a potential cyber-attack, data breach or other failure or disruption of our information technology

could disrupt our operations and adversely affect our results of operations.

business increasingly relies on the successful and uninterrupted functioning of our information technology systems to process, transmit,

and store electronic information.

A significant portion of the communication between our personnel, customers, and suppliers depends

on information technology.

As with all large systems, our information technology systems may be susceptible to damage, disruptions or

shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware

failures, telecommunication failures, user errors or catastrophic events.

In addition, cybersecurity related risks including security

breaches and cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering

attacks (including phishing attacks) or other information security breaches could result in unauthorized disclosure or misappropriation

of our confidential information.

These threats also may be further enhanced in frequency or effectiveness through threat actors’

use of artificial intelligence.

we have security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation,

and other security breaches, our information technology systems could nevertheless be penetrated by outside parties intent on extracting

information, corrupting information or disrupting business processes (including for purposes of ransom demands or other forms of blackmail),

particularly if our information security training and compliance programs prove to be inadequate.

In addition, if our information

technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues

in a timely manner, we may lose customers and suppliers and revenue and profits as a result of its inability to timely manufacture, distribute,

invoice and collect payments from our customers, and could experience delays in reporting our financial results, including with respect

to our operations in emerging markets.

Furthermore, if we are unable to prevent security breaches, we may suffer financial and reputational

damage because of lost or misappropriated confidential information belonging to us or to our customers or suppliers, and we may suffer

indirect economic loss if our existing insurance policies and coverage related to information security risks prove to be insufficient.

Failure or disruption of our information technology systems, or the back-up systems, for any reason could disrupt our operations and

negatively impact our cash flows or financial condition.

risks exist with respect to our business partners and third-party providers, including suppliers, software and cloud-based service providers,

that we rely upon for aspects of various business processes and activities, including procurement, supply chain, manufacturing, distribution,

information technology support services and administrative functions (including payroll processing, health and benefit plan administration

and certain finance and accounting functions) and the systems managed, hosted, provided and/or used by such third parties and their vendors.

For example, malicious actors have employed and could continue to employ the information technology supply chain to introduce malware

through software updates or compromised supplier accounts or hardware and exploit known or unknown hardware or software vulnerabilities

in our systems or the systems of our vendors and third-party service providers.

The need to coordinate with various third-party service

providers, including with respect to timely notification and access to personnel and information concerning an incident, may complicate

our efforts to address issues that arise.

As a result, we are subject to the risk that the activities associated with our third-party

service providers can adversely affect our business even if the attack or breach does not directly impact our systems or information.

and other cyber incidents are occurring more frequently, the techniques used to gain access

to information technology systems and data, disable or degrade service or sabotage systems

are constantly evolving and becoming more sophisticated in nature and are being carried out

by groups and individuals with a wide range of expertise and motives.

In addition, the rapid

evolution and increased adoption of artificial intelligence technologies may increase our

cybersecurity risks, including generative artificial intelligence augmenting threat actors’

technological sophistication to enhance existing or create new malware.

We have not experienced

a cyber security breach; however, a breach could have a material adverse effect on us

in the future.

to comply with personal data protection and privacy laws can adversely affect our business.

are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding personal data

protection and privacy laws.

These laws and regulations may be interpreted and applied differently from country to country or, within

the United States, from state to state, and can create inconsistent or conflicting requirements.

the California Consumer

Privacy Act, which was significantly modified by the California Privacy Rights Act, as well as comprehensive privacy legislation in Virginia,

Colorado, Utah and Connecticut that became effective in 2023, as well as the European Union’s General Data Protection Regulation

(GDPR), the U.K.

General Data Protection Regulation (which implements the GDPR into U.K.

law) and China’s Personal Information

Protection Act, impose significant costs and challenges that are likely to continue to increase over time, particularly as additional

jurisdictions continue to adopt similar regulations.

Failure to comply with these laws and regulations or to otherwise protect personal

data from unauthorized access, use or other processing, have in the past and could in the future result in litigation, claims, legal

or regulatory proceedings, inquiries or investigations, damage to our reputation, fines or penalties, all of which can adversely affect

our business.

Related to Legal, Tax and Regulatory Matters

effective tax rate or taxes aimed at our products can adversely affect our business or financial performance.

rates at the federal, state and local levels may be subject to significant change.

If our effective tax rate increases, our operating

results and cash flow could be adversely affected.

Our effective income tax rate can vary significantly between periods due to a number

of complex factors including, but not limited to, projected levels of taxable income in each jurisdiction, tax audits conducted and settled

by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

addition, certain jurisdictions in which our products are sold have either imposed, or are considering imposing, new or increased taxes

on the manufacture, distribution or sale of certain of our products, as a result of ingredients contained in our products.

vary in scope and form:

some apply to all beverages, including non-caloric beverages, while others apply only to beverages with a caloric

sweetener (e.g., sugar).

Similarly, some measures apply a single tax rate per ounce/liter on beverages containing over a certain amount

of added sugar (or other sweetener), some apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in

the beverage and others apply a flat tax rate on beverages containing any amount of added sugar (or other sweetener).

These tax measures,

whatever their scope or form, have in the past and could continue to increase the cost of certain of our products, reduce overall consumption

of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.

on the marketing or sale of our products can adversely affect our business and financial performance.

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on our business and financial performance.

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

and that the U.S.

Federal Trade Commission (“FTC”) and/or state attorneys general will bring legal action concerning the

truth and accuracy of the marketing and labeling of the product, seek removal of a product from the marketplace, and/or impose fines

and penalties.

Products that we sell carry claims as to their ingredients or health and wellness related attributes, including the term

“natural” or other express or implied statements relating to the ingredients or health and wellness related attributes of

our products.

Although the U.S.

Food and Drug Administration (“FDA”) and the U.S.

Department of Agriculture (“USDA”)

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

regulation defining the term “natural” for use in the food industry, which is true for many other label statements in the

better-for-you and functionally-focused food industry.

The lack of regulatory definition for “natural” and other label statements

has contributed to legal challenges against many consumer products companies, and plaintiffs have commenced legal actions against several

food companies that market “natural” products and/or product ingredients, asserting false, misleading and deceptive advertising

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

In limited circumstances, the FDA has taken regulatory

action against products labeled “natural” that contain synthetic ingredients, chemicals, processing and/or components.

a result of such legal or regulatory challenges, consumers may avoid purchasing products from us or seek alternatives, even if the basis

for the claim is unfounded.

and regulations related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial

23 unchanged sentences

financial performance.

to comply with personal data protection and privacy laws can adversely affect our business.

are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding personal data

protection and privacy laws.

These laws and regulations may be interpreted and applied differently from country to country or, within

the United States, from state to state, and can create inconsistent or conflicting requirements.

the California Consumer

Privacy Act, which was significantly modified by the California Privacy Rights Act, as well as comprehensive privacy legislation in Virginia,

Colorado, Utah and Connecticut that became effective in 2023, as well as the European Union’s General Data Protection Regulation

(GDPR), the U.K.

General Data Protection Regulation (which implements the GDPR into U.K.

law) and China’s Personal Information

Protection Act, impose significant costs and challenges that are likely to continue to increase over time, particularly as additional

jurisdictions continue to adopt similar regulations.

Failure to comply with these laws and regulations or to otherwise protect personal

data from unauthorized access, use or other processing, have in the past and could in the future result in litigation, claims, legal

or regulatory proceedings, inquiries or investigations, damage to our reputation, fines or penalties, all of which can adversely affect

our business.

manufacturing process is not patented.

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limits or removes the current legal protections afforded our intellectual property.

Also, in the course of developing new products or

improving the quality of existing products, we could in the future infringe or be alleged to infringe, on the intellectual property rights

Such infringement or allegations of infringement could result in expensive litigation and damages, damage to our reputation,

disruption to our operations, injunctions against development, manufacturing, use and/or sale of certain products, inventory write-offs

or other limitations on our ability to introduce new products or improve the quality of existing products, resulting in an adverse effect

on our business.

to comply with laws and regulations applicable to our business can adversely affect our business.

cannot assure you that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property

rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such

Failure to protect our rights could also prevent us from entering into new markets or territories in the future.

Moreover, intellectual

property disputes, proceedings, misappropriation or infringement claims may result in a significant distraction for management, diversion

of resources, and significant expense, which may not be recoverable regardless of whether we are successful.

Such proceedings may be

protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks

or other intellectual property or force us to enter into licenses with others.

Any one of these occurrences may have an adverse effect

on our business, financial condition and results of operations.

in the course of developing new products or improving the quality of existing products, we could in the future infringe or be alleged

to infringe, on the intellectual property rights of others.

Such infringement or allegations of infringement could result in expensive

litigation and damages, damage to our reputation, disruption to our operations, injunctions against development, manufacturing, use and/or

sale of certain products, inventory write-offs or other limitations on our ability to introduce new products or improve the quality of

existing products, resulting in an adverse effect on our business.

to comply with applicable laws and regulations can adversely affect our business.

conduct of our business is subject to numerous laws and regulations relating to the production, storage, distribution, sale, display,

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or allegations concerning their potential to cause adverse health effects, our sales of alcohol beverages may be adversely affected.

Environmental

changes to or failure to comply with various environmental laws may our co-packers to liability or cause them to close, relocate or operate

at reduced production levels, which could adversely affect our business, financial condition and results of operations.

are subject to international regulations that could adversely affect our business and results of operations.

are subject to regulations internationally where we distribute and/or will sell our products.

Our products are subject to numerous laws

and regulations relating to the sourcing, manufacturing, storing, labeling, marketing, advertising and distribution of these products.

If regulators determine that the labeling and/or composition of any of our products is not in compliance with laws or regulations in

any jurisdictions in which we operate or may enter in the future, or if we or our contract manufacturers otherwise fail to comply with

applicable laws and regulations in any jurisdictions in which we operate or may enter in the future, we could be subject to civil remedies

or penalties, such as fines, injunctions, recalls or seizures, warning letters, restrictions on the marketing or manufacturing of the

products, or refusals to permit the import or export of products, as well as potential criminal sanctions.

In addition, enforcement of

existing laws and regulations, changes in legal requirements and/or evolving interpretations of existing regulatory requirements may

result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect our business,

financial condition or operating results.

In addition, if we expand our international operations, we could be adversely affected by violations

Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries

from making improper payments to non-U.S.

officials or other third parties for the purpose of obtaining or retaining business.

our policies mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect us from reckless

or criminal acts committed by our employees or agents.

Violations of these laws, or allegations of such violations, could disrupt our

business, impact our reputation, and result in a material adverse effect on our results of operations, cash flows and financial condition.

Related to Environmental Matters

changes to or failure to comply with various environmental laws may expose our co-packers to liability or cause them to close, relocate

or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations.

co-packers are subject to a wide and increasingly broad array of federal, state, regional, local, and international environmental laws,

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scarcity and poor quality could negatively impact our costs and capacity.

is a main ingredient in substantially all of our products, it is vital to the production of the agricultural ingredients on which our business

relies and is needed in our manufacturing process.

Lack of available water of acceptable quality, actions by governmental and non-governmental

organizations, investors, customers and consumers on water scarcity and increasing pressure to conserve and replenish water in areas

of scarcity and stress, including due to the effects of climate change, can lead to:

supply chain disruption;

adverse effects on our

operations or the operations of our business partners;

higher compliance costs;

increased capital expenditures;

higher production costs,

including less favorable pricing for water;

perception of our failure to act responsibly with respect to water use or to effectively

respond to legal or regulatory requirements concerning water scarcity;

or damage to our reputation, any of which can adversely affect

our business.

is a main ingredient in substantially all of our products, it is vital to the production of the agricultural ingredients on which our

business relies and is needed in our manufacturing process.

Lack of available water of acceptable quality, actions by governmental and

non-governmental organizations, investors, customers and consumers on water scarcity and increasing pressure to conserve and replenish

water in areas of scarcity and stress, including due to the effects of climate change, can lead to:

supply chain disruption; adverse

effects on our operations or the operations of our business partners; higher compliance costs; increased capital expenditures;

higher production costs, including less favorable pricing for water; perception of our failure to act responsibly with respect to

water use or to effectively respond to legal or regulatory requirements concerning water scarcity; or damage to our reputation,

any of which can adversely affect our business.

change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

5 unchanged sentences

for our products, and could impact the food security of communities around the world.

Climate change may also exacerbate water scarcity

and cause a further deterioration of water quality in affected regions, which could limit water availability for our independent co-packers.

Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or

impact demand for our products.

Increasing concern over climate change also may result in additional legal or regulatory requirements

designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.

Increased energy

or compliance costs and expenses due to increased legal or regulatory requirements may cause disruptions in, or an increase in the costs

associated with, the manufacturing and distribution of our beverage products.

There is an increased focus in many jurisdictions in which

our products are manufactured, distributed or sold regarding environmental policies relating to climate change, biodiversity loss, regulating

greenhouse gas emissions and energy policies and sustainability.

This increased focus may result in new or increased legal and regulatory

requirements, such as potential carbon pricing programs or revised product labelling requirements or other regulatory measures, which

could result in significant increased costs.

The effects of climate change and legal or regulatory initiatives to address climate change

could have a long-term adverse impact on our business and results of operations.

Agricultural products that make up a significant

portion of our raw materials, including organic ginger and cane sugar, are particularly vulnerable to changing weather patterns.

Unpredictability

and reduced agricultural yields could significantly increase our costs and impair our production capabilities.

Climate change may also

exacerbate water scarcity and cause a further deterioration of water quality in affected regions, which could limit water availability

for our independent co-packers.

Increased frequency or duration of extreme weather conditions could also impair production capabilities,

disrupt our supply chain or impact demand for our products.

Increasing concern over climate change also may result in additional legal

or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.

Increased energy or compliance costs and expenses due to increased legal or regulatory requirements may cause disruptions in, or an increase

in the costs associated with, the manufacturing and distribution of our beverage products.

There is an increased focus in many jurisdictions

in which our products are manufactured, distributed or sold regarding environmental policies relating to climate change, biodiversity

loss, regulating greenhouse gas emissions and energy policies and sustainability.

This increased focus may result in new or increased

legal and regulatory requirements, such as potential carbon pricing programs or revised product labelling requirements or other regulatory

measures, which could result in significant increased costs.

The effects of climate change and legal or regulatory initiatives to address

climate change could have a long-term adverse impact on our business and results of operations.

Related to Ownership of Our Common Stock and General Matters

market price of our common stock has been and may continue to be volatile or may decline regardless of our operating performance.

market price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including but not limited

and instability in the financial and capital markets;

macroeconomic conditions or geopolitical events, including international trade relations

and tariffs, high levels of inflation, heightened interest rates, and geopolitical tensions

such as the conflicts between Ukraine and Russia and in the Middle East;

● announcements

relating to our existing and new products;

● announcements

by competitors that impact our competitive outlook;

● developments

with respect to intellectual property rights;

● announcements

relating to strategic transactions, including acquisitions, collaborations, or similar arrangements;

or anticipated variations in our operating results due to the level of development expenses

and other factors;

in financial estimates by equities research analysts and whether our earnings (or losses)

meet or exceed such estimates;

● announcement

or expectation of additional financing efforts and receipt, or lack of receipt, of funding

in support of conducting our business;

of our common stock by us, our insiders, or other stockholders, or issuances by us of shares

of our common stock in connection with strategic transactions;

and trends in our industry;

● recruitment

and departures of key personnel;

or arbitration;

economic, political, and market conditions and other factors;

occurrence of any of the risks described in this section titled “Risk Factors.”

addition, if the stock market for beverage companies, or the stock market generally, experiences a loss of investor confidence, the trading

price of our common stock could decline for reasons unrelated to our business, operating results or financial condition.

of many beverage companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.

The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these

events do not directly affect us.

As a result of these and other factors, you may be unable to sell your shares of our common stock at

or above the price you paid.

In the past, stockholders have filed securities class action litigation following periods of market volatility.

If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention

of management from our business, and adversely affect our business.

principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters

subject to stockholder approval.

Our holders of 5% or more of our capital stock and their respective affiliates beneficially hold a

significant percentage of our outstanding common stock, including D&D, our controlling stockholder.

As of the date of this

Annual Report on Form 10-K, D&D and its affiliates beneficially own approximately 57% of our common stock.

stockholders, acting together, would be able to control the outcome of all matters requiring stockholder approval.

these stockholders would be able to control the outcome of elections of directors, amendments of our organizational documents, or

approval of any merger, sale of assets, or other major corporate transaction.

This level of control may prevent or discourage

unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our

stockholders.

The significant concentration of stock ownership may adversely affect the trading price of our common stock due to

investors’ perception that conflicts of interest may exist or arise.

In addition, if these principal stockholders sell a

substantial number of shares of our common stock in the public market, the market price of our common stock could be adversely

The perception among the public that these sales will occur could also contribute to a decline in the market price of our

common stock.

of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

of a substantial number of shares of our common stock in the public market could occur at any time.

These sales, or the perception in

the market that holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

to certain registration rights agreements, we have registered shares of our common stock sold in private transactions for resale, including

shares of common stock held by D&D, our controlling stockholder.

In addition, we have filed, and may file in the future, registration

statements on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), registering the issuance of shares

of common stock subject to options or other equity awards issued or reserved for future issuance under our equity plans.

Shares registered under the registration statement on Form S-8 will be available for sale in the public market subject

to vesting arrangements and exercise of options, and the restrictions of Rule 144 in the case of our affiliates.

If these additional

shares of common stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common

stock could decline.

cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the

market price of our common stock.

However, future sales of substantial amounts of our common stock in the public market, including shares

issued upon exercise of outstanding options or warrants, or the perception that such sales may occur, could adversely affect the market

price of our common stock.

largest stockholder’s preemptive right could dissuade a strategic investor from making an investment in the Company.

largest stockholder, D&D, holds a preemptive right to purchase its pro-rata share, based on the ratio of shares of our common stock

it owns to all the outstanding shares of our common stock, of any investment in our equity securities or equity-linked securities.

such, D&D’s exercise of its preemptive right could serve to dissuade a new strategic investor from proposing an investment

in us or significantly decrease the size of a new investor’s investment.

do not intend to pay dividends for the foreseeable future and, as a result, stockholders’ ability to achieve a return on their

investment will depend on appreciation in the price of our common stock.

do not intend to pay any cash dividends in the foreseeable future.

We anticipate that we will retain all of our future earnings for use

in the development of our business and for general corporate purposes.

Any determination to pay dividends in the future will be at the

discretion of our board of directors.

In addition, the terms of the Senior Secured Facility restrict our ability to pay dividends.

investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future

gains on their investments.

second amended and restated bylaws (the “Bylaws”) designate the Delaware Court of Chancery or Delaware state or United States

federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit

such stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, other employees

or other stockholders.

Bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of claims or causes

of action under Delaware statutory or common law:

any derivative claims or causes of action brought on our behalf; any claims or

causes of action asserting a breach of a fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware

General Corporation Law (the “DGCL”), our certificate of incorporation, or our Bylaws; or any action asserting a claim

against us that is governed by the internal affairs doctrine.

In addition, our Bylaws provide that the federal district courts of the

United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities

These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any

other claim for which the federal courts have exclusive jurisdiction.

Such provisions are intended to benefit and may be enforced by

us and our officers and directors, employees and agents.

provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors

and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited

schedule relative to other forums and protection against the burdens of multi-forum litigation.

These choice of forum provisions may

limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,

officers, or other employees, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders,

although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless

seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such

provisions will be enforced by a court in those other jurisdictions.

If a court were to find either choice of forum provisions contained

in our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in

other jurisdictions.

economic uncertainty and unfavorable global economic conditions caused by political instability, changes in trade agreements and conflicts,

such as the Russia-Ukraine conflict and conflict in the Middle East, could adversely affect our business, financial condition, results

of operations or prospects.

business, financial condition, results of operations or prospects could be adversely affected by unstable economic and political conditions

within the United States and foreign jurisdictions, including as a result of an economic downturn and geopolitical events, such as changes

federal policy that affect the geopolitical landscape.

Changes to policy implemented by the U.S.

Congress, the Trump administration

or any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, international

trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

announcements of substantial new tariffs and other restrictive trade policies have created a dynamic and unpredictable trade landscape,

which may adversely impact our business.

Current or future tariffs or other restrictive trade measures may raise the costs of raw materials,

components or finished goods, which may adversely impact both our product offerings and our operational expenses.

Such cost increases

may reduce our margins and require us to increase prices, which could harm our competitive position, reduce customer demand and damage

customer relationships.

Our manufacturers, suppliers and distribution channels are also affected by the current trade environment, and

we may experience supply chain disruptions as a result of increased costs and uncertainty, as well as risks to the long-term viability

of key vendors, which may impact our ability to meet customer demand or manage inventory efficiently.

Tariff and other trade-related

cost pressures and supply chain disruptions may lead to reputational harm if we are unable to deliver products or services on expected

timelines or if any price increases are poorly received by customers or business partners.

tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between

major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial

Any changes in political, trade, regulatory, and economic conditions, including U.S.

trade policies, could have a material adverse

effect on our financial condition or results of operations.

We have experienced, and may continue to experience, moderate inflationary

impact because of recent trade and political tensions, include tariff discussions, between the United States and other countries.

tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the price of our common

Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our

partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic

we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn,

escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect

our business, results of operations, financial condition and prospects.

addition, the current military conflict between Russia and Ukraine and the armed conflicts in Israel, the Gaza Strip, and Iran could

disrupt or otherwise adversely impact our operations and those of third parties upon which we rely.

Related sanctions, export

controls or other actions that may be initiated by nations including the United States, the EU or Russia (e.g., potential

cyberattacks, disruption of energy flows, etc.) or an increase in the price of fuel as a result of such conflicts could adversely

affect our business and/or our supply chain and other third parties with which we conduct business.

A severe or prolonged economic

downturn or political unrest could result in a variety of risks to our business, including but not limited to weakened demand for

our products and our ability to raise additional capital when needed on acceptable terms, if at all.

A weak or declining economy

could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our

Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current political and

economic climate and financial market conditions could adversely impact our business.

in economic conditions can adversely impact our business.

of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic

conditions, such as high inflation and adverse changes in interest rates, tax laws or tax rates, including as a result of geopolitical

These uncertain or unfavorable economic conditions have resulted in and could continue to result in recessions or economic slowdowns;

volatile commodity markets; labor shortages; highly inflationary economies; and stimulus measures.

In 2025, we experienced

moderate inflation.

In addition, we cannot predict how current or future economic conditions will affect our business partners, including

financial institutions with whom we do business, and any negative impact on any of the foregoing may also have an adverse impact on our

Furthermore, if our business continues to grow, we may continue to expand our international operations, and our exposure to

foreign currency exchange rate risk could increase.

Fluctuations in exchange rates, including as a result of inflation, central bank

monetary policies, currency controls or other currency exchange restrictions or geopolitical instability could have an adverse impact

on our financial performance.

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

are subject to the periodic reporting requirements of the Exchange Act.

We have designed our disclosure controls and procedures to reasonably

assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management,

and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system will be met.

These inherent limitations include the realities

that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls

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

Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not

is currently a limited public market for our common stock, a trading market for our common stock may never develop, and our common stock

prices may be volatile and could decline substantially.

our common stock was listed on the NYSE American for trading beginning on December 5, 2025, an active trading market for our common stock

may not be sustained in the future.

As a result of these and other factors, investors may be unable to resell shares of our common stock

at or above the price for which they purchased them, at or near quoted bid prices, or at all.

Further, an inactive market may also impair

our ability to raise capital by selling additional equity in the future, and may impair our ability to enter into strategic partnerships

or acquire companies or products by using shares of our common stock as consideration.

failure to meet the continued listing requirements of NYSE American could result in a de-listing of our common stock.

may fail to satisfy the continued listing requirements of NYSE American, such as the corporate governance requirements or the minimum

stock price requirement, and the NYSE American may take steps to de-list our common stock.

For example, numerous factors, such as negative

financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain

NYSE American’s minimum bid price requirement, resulting in de-listing.

Such a de-listing or the announcement of such de-listing

will have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when

you wish to do so.

In the event of a de-listing, we may attempt to take actions to restore our compliance with the NYSE American listing

requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize

the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the NYSE American minimum

listing requirements or prevent future non-compliance with the NYSE American listing requirements.

are a “controlled company” within the meaning of the NYSE American rules and, as a result, qualify for, and may rely on,

exemptions and relief from certain corporate governance requirements.

If we rely on these exemptions, our stockholders will not have

the same protections afforded to stockholders of companies that are subject to such requirements.

are a “controlled company” within the meaning of the NYSE American corporate governance standards.

Under these corporate

governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group

or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

For example, controlled companies are not required to have:

board that is composed of a majority of “independent directors,” as defined under

the NYSE American rules;

compensation committee that is composed entirely of independent directors; and

nominations be made, or recommended to the full board of directors, by its independent directors,

or by a nominations/governance committee that is composed entirely of independent directors.

a “controlled company” within the meaning of the NYSE American rules, we are permitted to rely on, and may elect to utilize,

one or more of the exemptions from certain corporate governance standards of the NYSE American for as long as we continue to qualify

as a “controlled company.” If we do rely on such exemptions in the future, our stockholders may not have the same protections

afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE American.

may find our common stock less attractive as a result of our reliance on these exemptions.

If some investors find our common stock less

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

are a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable to “smaller

reporting companies” will make our common stock less attractive to investors.

are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700.0

million and our annual revenue is less than $100.0 million during the most recently completed fiscal year.

We may continue to be a “smaller

reporting company” until (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual

revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates

is less than $700.0 million as of the prior June 30.

designation as a “smaller reporting company,” allows us to take advantage of many of the same exemptions from disclosure

requirements, including presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form

10-K not being required to comply with the independent auditor attestation requirements of Section 404 and reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements.

We cannot predict if investors will find our common stock

less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive as a result, there may

be a less active trading market for our common stock and our share price may be more volatile.

preceding risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business

or financial performance, which in turn can affect the price of our publicly traded securities.

These are not the only risks we face.

There may be other risks we are not currently aware of or that we currently deem not to be material but that may become material in the

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