What changed in this filing

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Item 1A. Risk Factors

2025-03-28 compared with 2024-04-01 · 250 added, 160 removed, 317 unchanged (56% of the section changed)

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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

Related to Our Debt Service Obligations

ability to service our indebtedness will depend on our ability to generate cash in the future.

December 31, 2023, our outstanding obligation our 10% Secured Convertible Notes (“Notes”) was approximately $18.1 million

and the balance on our ABL line of credit was approximately $9.9 million.

Our business may not generate sufficient cash to fund our working

capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with

financial and other covenants contained in our debt agreements, our being unable to repay or pay interest and penalties on our indebtedness,

and our inability to fund our other liquidity needs.

If we are unable to service our debt obligations, fund our other liquidity needs

and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate

our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets

or refinancing or restructuring our indebtedness.

However, such alternatives may not be feasible or adequate.

of our 10% Secured Convertible Notes (“Notes”) have been amenable to making accommodations under the Notes by waiving conditions

and financial covenants in exchange for certain negotiated penalties in lieu of declaring default.

If do not meet our obligations under

the Notes and are unable to negotiate accommodations in the future, the Note holders may declare a default, which would likely force

us into bankruptcy.

December 31, 2023, our outstanding obligation under the Notes was approximately $18.1 million.

The Notes are secured by substantially

all of the company’s assets.

We have negotiated an extension under the Notes, subject to meeting certain conditions and executing

documentation.

As such the maturity date will be in April 2024.

The indebtedness under the Notes limits our growth, and management of

the debt requires a significant amount of time and effort of our executive officers.

While we have been successful negotiating waivers

and amendments under the Notes, we may not be able to continue to do so in the future.

We have further been exploring our options to

refinance these Notes.

If we are unable to service or repay these obligations at maturity and we are otherwise unable to extend the maturity

dates or refinance these obligations, we may default.

A default would trigger acceleration under the Notes, and it is unlikely that we

would have sufficient funds to make these payments.

Upon a default, the holders have the right to exercise their remedies to collect,

including foreclosing on our assets.

Accordingly, we would likely be forced to seek bankruptcy protection in the event of default.

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.

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

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in adverse effects on our financial performance.

Demand for our products can fluctuate significantly

and our management’s estimates of future product demand may be inaccurate, particularly with new product.

Further, we may are subject

to a variety of other factors that impact timely production and shipment of our products.

Our business and results of operations are impacted

by product shortages as well as product surplus.

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.

31, 2023, and 2022, inventory has been reduced by cumulative write-downs for inventory aggregating $1,848 and $479, respectively.

When 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 be able to satisfy demand on a short-term basis.

It is difficult to predict the timing and amount of

our sales because our distributors are not required to place minimum orders with us.

Our independent distributors and national accounts

are not required to place minimum monthly or annual orders for our products.

In order to reduce their inventory costs, independent distributors

typically order products from us on a “just in time” basis in quantities and at such times based on the demand for the products

in a particular distribution area.

Accordingly, we cannot predict the timing or quantity of purchases by any of our independent distributors

or whether any of our distributors will continue to purchase products from us in the same frequencies and volumes as they may have done

Additionally, our larger distributors and partners may make orders that are larger than we have historically been required

Further, all of our products are produced by our co-pack partners.

For most of our products there are limited co-packing

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

If a co-packer terminates its relationship

with us, we are have in the past, and will likely in the future, experience a delay finding a suitable replacement, which will negatively

impact or business and financial results.

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

with new products.

Further, we may be subject to a variety of other factors that impact timely production and shipment of our products.

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.

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

Our independent distributors and national accounts are not required to place minimum monthly or annual orders for our products.

to reduce their inventory costs, independent distributors typically order products from us on a “just in time” basis in quantities

and at such times based on the demand for the products in a particular distribution area.

Accordingly, we cannot predict the timing or

quantity of purchases by any of our independent distributors or whether any of our distributors will continue to purchase products from

us in the same frequencies and volumes as they may have done in the past.

Additionally, our larger distributors and partners may make

orders that are larger than we have historically been required to fill.

all of our products are produced by our co-pack partners.

For most of our products there are limited co-packing facilities in our markets

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

and financial results.

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

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

Disruption of our production

or supply chain, including continued increased commodity, packaging, transportation, labor and other input costs, can adversely affect

our business.

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

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

The raw materials and other supplies, including agricultural

commodities, fuel and packaging materials, transportation, labor and other supply chain inputs that are required for the manufacturing,

production and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, including

changes in supply and demand, supplier capacity constraints, inflation, weather conditions (including potential effects of climate change),

fire, natural disasters, disease or pests, agricultural uncertainty, health epidemics or pandemics or other contagious outbreaks (including

COVID-19), labor shortages or changes in availability of our or our business partners’ workforce (including the lack of availability

of truck drivers as a result of COVID-19), strikes or work stoppages (including by railway workers or other third parties involved in

the manufacture, production and distribution of our products), governmental incentives and controls (including import/export restrictions,

such as new or increased tariffs, sanctions, quotas or trade barriers), port congestions or delays, transport capacity constraints, cybersecurity

incidents or other disruptions, loss or impairment of key manufacturing sites, political uncertainties, geopolitical events, wars and

other military conflicts, acts of terrorism, governmental instability or currency exchange rates.

Many of our raw materials and supplies

are purchased in the open market and the prices we pay for such items are subject to fluctuation.

Although we have experienced decreases

in freight costs over the last three quarters, we believe there remains a volatile environment, and we continue to monitor pricing and

availability in transportation.

When input prices increase unexpectedly or significantly, we may be unwilling or unable to increase our

product prices or unable to effectively hedge against price increases to offset these increased costs without suffering reduced volume,

revenue, margins and operating results The disruption we experiences caused by labor shortages, significant raw material cost inflation,

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

We could continue to experience

disruption in our manufacturing operations and supply chain.

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.

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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 mislabeling, spoilage or malfunction.

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,

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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

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

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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

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

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.

During the year ended December 31, 2023, we had two customers

that accounted for approximately 24% and 15% of its sales, respectively;

and during the year ended December 31, 2022, we had two customers

that accounted for approximately 17% and 16% of its sales, respectively.

These two customers serve hundreds if not thousands of various

retail chains and end customers.

No other customer exceeded 10% of sales for either period.

Our inability to resolve a significant dispute

with either of these customers, a change in the business condition (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.

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.

beverage industry is highly competitive.

We compete with other beverage companies not only for consumer acceptance but also for shelf

space in retail outlets and for marketing focus by our distributors, all of whom also distribute other beverage brands.

compete with all non-alcoholic beverages, most of which are marketed by companies with substantially greater financial resources than

Some of these competitors are placing severe pressure on independent distributors not to carry competitive sparkling brands such

We also compete with regional beverage producers and “private label” soft drink suppliers.

direct competitors in the sparkling beverage category include traditional large beverage companies and distributors, and regional premium

soft drink companies.

These national and international competitors have advantages such as lower production costs, larger marketing budgets,

greater financial and other resources and more developed and extensive distribution networks than ours.

We may not be able to grow our

volumes or maintain our selling prices, whether in existing markets or as we enter new markets.

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.

If, due to such pressure or other competitive threats, we are unable

to sufficiently maintain or develop our distribution channels, we may be unable to achieve our current revenue and financial targets.

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.

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

Competition, particularly from companies

with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets, as well as on

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.

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and stimulus measures.

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.

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.

We outsource cybersecurity to a third party provider.

Cyberattacks 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.

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.

Our Chairman and Vice Chairman are significant

stockholders and may greatly influence the outcome of all matters on which stockholders vote.

After the conversion of the SAFE investment, Shufen

Deng, our Vice Chairman, will beneficially own approximately 47% of our common stock and John J.

Bello, our Chairman, will beneficially

own approximately 9% of our common stock.

They will exert significant influence on the outcome of stockholder votes.

Furthermore, and

the Union Square Entities, a related party, will own approximately 25% of our stock after conversion of the SAFE investment and will also

have great influence on the outcome of a stockholder vote.

(Beneficial ownership is calculated pursuant to Section 13d-3 of the Securities

Exchange Act of 1934, as amended, and includes shares underlying derivative securities which may be exercised or converted within 60 days.)

Our largest stockholder’s preemptive right

could dissuade a strategic investor from making an investment in the Company.

Our largest stockholder, D&D Source of Life Holding, Ltd.

(“D&D”) holds a preemptive right to

purchase its pro-rata share, based on the ratio of shares of the Company’s common it owns to all the outstanding share of the Company’s

common stock, of any investment in the equity securities or equity- linked securities of the Company, D&D, an entity owned by our

Vice Chairman, will beneficially own approximately 47% of our common stock after conversion of the SAFE investment.

As 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 the new investor’s investment.

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

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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.

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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Certain jurisdictions have imposed or are considering imposing

color-coded labeling requirements where colors such as red, yellow and green are used to indicate various levels of a particular ingredient,

color-coded labelling requirements where colors such as red, yellow and green are used to indicate various levels of a particular ingredient,

such as sugar, sodium or saturated fat, in products.

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recycled content requirements, restrictions on certain products and materials, restrictions or bans on the use of certain types of packaging,

including single-use plastics and packaging containing PFAS, restrictions on labeling related to recyclability, requirements to charge

including single-use plastics and packaging containing PFAS, restrictions on labelling related to recyclability, requirements to charge

deposit fees and requirements to scale reusable or refillable packaging.

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our independent co-packers, to increase capital expenditures to invest in reducing the amount of virgin plastic or other materials used

in our packaging, to develop alternative packaging or to revise product labeling, all of which can adversely affect our business and

in our packaging, to develop alternative packaging or to revise product labelling, all of which can adversely affect our business and

financial performance.

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

advertising, marketing, labeling, content (including whether a product contains genetically engineered ingredients), quality, safety,

advertising, marketing, labelling, content (including whether a product contains genetically engineered ingredients), quality, safety,

transportation, supply chain, traceability, sourcing (including pesticide use), packaging, disposal, recycling and use of our products

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climate change), machine learning and artificial intelligence and data privacy and protection.

The imposition of new laws, changes

in laws or regulatory requirements or changing interpretations thereof, changes in the enforcement priorities of regulators, and differing

The imposition of new laws, changes in

laws or regulatory requirements or changing interpretations thereof, changes in the enforcement priorities of regulators, and differing

or competing regulations and standards across the markets where our products or raw materials are made, manufactured, distributed or

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In particular, they monitor and regulate licensing, warehousing, trade and pricing

practices, permitted and required labeling, including warning labels, signage, advertising, relations with wholesalers and retailers,

practices, permitted and required labelling, including warning labels, signage, advertising, relations with wholesalers and retailers,

and, in control states, product listings.

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If such governmental bodies require increased

additional product labeling, warning requirements, or limitations on the marketing or sale of our alcohol products due to their contents

additional product labelling, warning requirements, or limitations on the marketing or sale of our alcohol products due to their contents

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

16 unchanged sentences

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

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

21 unchanged sentences

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 cop-packers.

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

9 unchanged sentences

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

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

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

could result in significant increased costs.

2 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors