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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 856 added, 1026 removed, 229 unchanged (89% of the section changed)

Financial Statements.

Synergy CHC Corp.

Condensed Interim Financial Statements

For the Three Months Ended March 31, 2025 and 2024

(Expressed in U.S.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL

REPORTING CONDENSED INTERIM FINANCIAL REPORTING

The accompanying unaudited condensed interim financial

statements of Synergy CHC Corp.

(“the Company”) have been prepared by management in accordance with accounting principles

generally accepted in the United States (GAAP).

Management acknowledges responsibility for the preparation and presentation of the unaudited

condensed interim financial statements, including responsibility for significant accounting estimates and the choice of accounting principles

and methods that are appropriate to the Company’s circumstances.

Synergy CHC Corp.

Condensed Consolidated Balance Sheets

Interim Financial Statements

the Three and Six Months Ended June 30, 2025 and 2024

RESPONSIBILITY FOR FINANCIAL REPORTING CONDENSED INTERIM FINANCIAL REPORTING

accompanying unaudited condensed interim financial statements of Synergy CHC Corp.

(“the Company”) have been prepared by

management in accordance with accounting principles generally accepted in the United States (GAAP).

Management acknowledges responsibility

for the preparation and presentation of the unaudited condensed interim financial statements, including responsibility for significant

accounting estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Consolidated Balance Sheets

Current Assets

10 unchanged sentences

Current Liabilities:

Accounts payable and accrued liabilities (including related party payable of $ 217,956 and $ 88,644 , respectively)

Accounts payable and accrued liabilities (including payable to shareholder

of $ 92,955 and $ 88,644 , respectively)

Income taxes payable

1 unchanged sentence

Short term loans payable, net of debt discount

Current portion of long-term notes payable, net of debt discount and debt issuance cost, related party

Current portion of long-term notes payable, net of debt discount and

debt issuance cost, shareholder

Total Current Liabilities

Long-term Liabilities:

Notes payable, net of debt discount, related parties

Notes payable

Notes payable, net of debt discount, shareholder

Notes payable, net of debt discount

Total long-term liabilities

16 unchanged sentences

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of

Income and Comprehensive Income

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Condensed Consolidated Statements of Income and Comprehensive Income

For the three months ended

For the three

For the six months ended

Product Sales

11 unchanged sentences

Interest expense

Remeasurement loss (gain) on translation of foreign subsidiary

Total other expenses

Gain on settlement of notes payable

( 2,154,522 )

Remeasurement (gain) loss on translation of foreign subsidiary

Total other (income) expenses

Net income before income taxes

7 unchanged sentences

Comprehensive income

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statement of Stockholders’

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Condensed Consolidated Statement of Stockholders’ Deficit

Comprehensive

Stockholders’

Balance as of December 31, 2023

as of December 31, 2023

$ ( 102,467 )

2 unchanged sentences

$ ( 27,305,973 )

Foreign currency translation loss

Balance as of March 31, 2024

Foreign currency

translation gain

as of March 31, 2024

$ ( 127,500 )

1 unchanged sentence

$ ( 26,593,806 )

value of vested stock options

currency translation gain

as of June 30, 2024

$ ( 127,500 )

$ ( 44,989,073 )

$ ( 25,878,273 )

Comprehensive

10 unchanged sentences

$ ( 15,639,366 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of

For the three

For the three months ended

Foreign currency transaction gain

Issuance of pre-funded warrants for settlement of shareholder notes payable

Issuance of common stock for exercise of pre-funded warrants

Issuance of common stock for modification of notes payable

Balance as of June 30, 2025

$ ( 127,500 )

$ ( 41,750,312 )

$ ( 12,379,200 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Condensed Consolidated Statements of Cash Flows

For the six months ended

Cash Flows from Operating Activities

2 unchanged sentences

Depreciation and amortization

Stock based compensation

Stock issued for modification of notes payable

Foreign currency transaction loss (gain)

Remeasurement gain on translation of foreign subsidiary

Remeasurement loss (gain) on translation of foreign subsidiary

Non cash implied interest

Gain on settlement of debt

( 2,154,522 )

Changes in operating assets and liabilities:

Accounts receivable

( 1,748,852 )

( 1,161,992 )

Other receivables

6 unchanged sentences

( 2,804,381 )

( 1,808,989 )

Accounts payable, related party

Accounts payable, shareholder

Net cash used in operating activities

( 1,140,005 )

Cash Flows from Investing Activities

3 unchanged sentences

Proceeds from notes payable

Payment of loan financing fees

( 1,980,914 )

Repayment of notes payable, shareholder

( 10,000,000 )

Repayment of notes payable

( 5,382,903 )

( 1,617,335 )

Net cash provided by financing activities

Effect of exchange rate on cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash and restricted cash, beginning of year

4 unchanged sentences

Accounts payable converted to loan payable upon settlement

Reduction of short term related party note payable by reduction of prepaid balance

Issuance of common stock for loan financing

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements

Synergy CHC Corp.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1 – Nature of the Business

Synergy CHC Corp.

(“Synergy”, “we”,

“us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on December 29, 2010

in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31

to December 31.

On April 28, 2014, the Company changed its name to “Synergy Strips Corp.”.

On August 5, 2015, the Company

changed its name to “Synergy CHC Corp.”

The Company is a consumer health care company

that is in the process of building a portfolio of best-in-class consumer product brands.

Synergy’s strategy is to grow its portfolio

both organically and by further acquisitions.

Effective January 1, 2019 the Company has merged

subsidiaries (Neuragen Corp., Breakthrough Products, Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp.) into the parent company.

Synergy is the sole owner of three subsidiaries:

NomadChoice Pty Ltd., Hand MD Corp., and Synergy CHC Inc.

and the results have been consolidated in these statements.

Note 2 – Summary of Significant Accounting

Basis of Presentation

The accompanying condensed consolidated financial

statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 are unaudited.

The accompanying consolidated financial

statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation

have been included.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may

be expected for the fiscal year ending December 31, 2025.

The unaudited condensed consolidated financial statements should be read in

conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and footnotes thereto.

All amounts referred to in the notes to the consolidated

financial statements are in United States Dollars ($) unless stated otherwise.

The consolidated financial statements include

the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany balances and transactions have been eliminated

in consolidation.

Reverse Stock Split

On September 11, 2024, the Company effected a

1-for-11.9 reverse stock split with respect to its common stock.

The reverse stock split did not change the number of authorized shares

of common stock or par value.

All references in these condensed consolidated financial statements to shares, share prices, exercise prices

and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split.

Use of Estimates

The preparation of the consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported

amounts of expenses during the reporting period.

Issuance of pre-funded warrants for settlement of shareholder notes payable

Exercise of pre-funded warrants

Loan fees payable to lender

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Nature of the Business

(“Synergy”, “we”, “us”, “our” or the “Company”) (formerly Synergy

Strips Corp.) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014,

the Company changed its fiscal year end from July 31 to December 31.

On April 28, 2014, the Company changed its name to “Synergy

Strips Corp.”.

On August 5, 2015, the Company changed its name to “Synergy CHC Corp.”

Company is a consumer health care company that is in the process of building a portfolio of best-in-class consumer product brands.

strategy is to grow its portfolio both organically and by further acquisitions.

January 1, 2019 the Company has merged its U.S.

subsidiaries (Neuragen Corp., Breakthrough Products, Inc., Sneaky Vaunt Corp., and The

Queen Pegasus Corp.) into the parent company.

is the sole owner of four subsidiaries:

NomadChoice Pty Ltd., Hand MD Corp., Synergy CHC Inc.

and Synergy CHC Mexico, and the results

have been consolidated in these statements.

Synergy CHC Mexico was incorporated during May 2025 for the purposes of expanding into Mexico.

2 – Summary of Significant Accounting Policies

of Presentation

accompanying condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and

2024 are unaudited.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally

accepted in the United States of America (“US GAAP”).

Accordingly, they do not include all the information and footnotes

required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments

(consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the

three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending

December 31, 2025.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated

financial statements as of and for the year ended December 31, 2024 and footnotes thereto.

amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.

consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany

balances and transactions have been eliminated in consolidation.

September 11, 2024, the Company effected a 1-for-11.9 reverse stock split with respect to its common stock.

The reverse stock split did

not change the number of authorized shares of common stock or par value.

All references in these condensed consolidated financial statements

to shares, share prices, exercise prices and other per share information in all periods have been adjusted, on a retroactive basis, to

reflect the reverse stock split.

preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements

and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates included

are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful

life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based

compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest

rate and expected dividend rate, accrual of sales returns, and accrual of legal expense.

The results of any changes in accounting

estimates are reflected in the financial statements in the period in which the changes become evident.

Estimates and assumptions are

reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Cash and Cash Equivalents

The Company considers all cash on hand and in

banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of

three months or less, when purchased, to be cash and cash equivalents.

As of March 31, 2025 and December 31, 2024, the Company had no

cash equivalents.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that

at times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits

with major financial institutions.

At March 31, 2025 and December 31, 2024, the uninsured balances amounted to $ 28,054 and $ 503,215 , respectively.

Restricted Cash

The following table provides a reconciliation

of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in

the statement of cash flows.

March 31, 2025

Significant estimates

included are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful

life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based compensation,

assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected

dividend rate, accrual of sales returns, and accrual of legal expense.

The results of any changes in accounting estimates are reflected

in the financial statements in the period in which the changes become evident.

Estimates and assumptions are reviewed periodically, and

the effects of revisions are reflected in the period that they are determined to be necessary.

and Cash Equivalents

Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid

investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

As of June 30, 2025 and December

31, 2024, the Company had no cash equivalents.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation

(FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk

by placing its cash deposits with major financial institutions.

At June 30, 2025 and December 31, 2024, the uninsured balances amounted

to $ 1,286,994 and $ 503,215 , respectively.

following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to

the total of the same such amounts shown in the statement of cash flows.

Restricted cash

Total cash and restricted cash shown in the statement of cash flows

Amounts included in restricted cash represent

amounts held for credit card collateral.

Intangible Assets

The Company evaluates the recoverability of intangible

assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that

impairment exists.

Total cash and restricted

cash shown in the statement of cash flows

included in restricted cash represent amounts held for credit card collateral.

Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised

estimates of useful lives or that indicate that impairment exists.

All of the intangible assets are subject to amortization.

Intangible assets are amortized on a straight-line basis

over the useful lives.

Long-lived Assets

Long-lived assets include equipment and intangible

assets other than those with indefinite lives.

The Company assesses the carrying value of its long-lived asset groups when indicators

of impairment exist and recognizes an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared

to undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Indicators of impairment include significant underperformance

relative to historical or projected future operating results, significant changes in the Company’s use of the assets or in its business

strategy, loss of or changes in customer relationships and significant negative industry or economic trends.

When indications of impairment

arise for a particular asset or group of assets, the Company assesses the future recoverability of the carrying value of the asset (or

asset group) based on an undiscounted cash flow analysis.

If carrying value exceeds projected, net, undiscounted cash flows, an additional

analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment

charge is recorded for the excess of carrying value over fair value.

Revenue Recognition

The Company recognizes revenue in accordance

with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”)

ASC 606, Revenue from Contracts with Customers (“ASC 606”).

Revenues are recognized when control is transferred to

customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods.

assets are amortized on a straight-line basis over the useful lives.

assets include intangible assets other than those with indefinite lives.

The Company assesses the carrying value of its long-lived asset

groups when indicators of impairment exist and recognizes an impairment loss when the carrying amount of a long-lived asset is not recoverable

when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset.

of impairment include significant underperformance relative to historical or projected future operating results, significant changes

in the Company’s use of the assets or in its business strategy, loss of or changes in customer relationships and significant negative

industry or economic trends.

When indications of impairment arise for a particular asset or group of assets, the Company assesses the

future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis.

If carrying value

exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset

group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards

Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”).

Revenues are recognized when

control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange

for those goods.

Revenue recognition is evaluated through the following five steps:

(i) identification of the contract, or contracts, with a

(i) identification of the contract, or contracts,

with a customer;

(ii) identification of the performance obligations in the contract;

1 unchanged sentence

allocation of the transaction price to the performance obligations in the contract;

and (v) recognition of revenue when or as a

performance obligation is satisfied.

The Company recognizes revenue upon shipment from

its fulfillment centers.

Certain of the Company’s distributors may also perform a separate function as a co-packer on the Company’s

In such cases, ownership of and title to the Company’s products that are co-packed on the Company’s behalf by those

co-packers who are also distributors, passes to such distributors when the Company is notified by them that they have taken transfer or

possession of the relevant portion of the Company’s finished goods.

Freight billed to customers is presented as revenues, and the

related freight costs are presented as cost of goods sold.

Cancelled orders are refunded if not already dispatched, refunds are only paid

if stock is damaged in transit, discounts are only offered with specific promotions and orders will be refilled if lost in transit.

The Company recognizes revenue for its digital products in the month the download by the customer occurs.

All product sales were initiated based upon the

retailer’s purchase orders at a fixed transaction price and revenues recognized when the products were shipped to the Company’s

The Company accounts for its IP license revenue, which provides the

Company’s customer with rights to use the Company’s IP, in accordance with ASC 606.

A license may be perpetual or time limited

in its application.

In accordance with ASC 606, the Company will continue to recognize revenue from IP license at the time of delivery

when the customer accepts control of the IP, as the IP is functional without professional services, updates and technical support.

Company has concluded that its IP license is distinct as the customer can benefit from the functional IP on its own.

Therefore, the Company

has determined the right to use its IP was satisfied at a point in time (on the date the rights to the IP were granted).

Contract Assets

The Company does not have any contract assets

such as work-in-process.

All trade receivables on the Company’s condensed consolidated balance sheet are from contracts with customers.

Contract Costs

Costs incurred to obtain a contract are capitalized

unless short term in nature.

As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred.

The Company does not have any contract costs capitalized as of March 31, 2025 and December 31, 2024.

Contract Liabilities

The Company’s contract liabilities consist

of advance customer payments.

Contract liability results from transactions in which the Company has been paid for products by customers,

but for which all revenue recognition criteria have not yet been met.

Once all revenue recognition criteria have been met, the contract

liabilities are recognized.

March 31, 2025

and (v) recognition of revenue when or as a performance

obligation is satisfied.

Company recognizes revenue upon shipment from its fulfillment centers.

Certain of the Company’s distributors may also perform a

separate function as a co-packer on the Company’s behalf.

In such cases, ownership of and title to the Company’s products

that are co-packed on the Company’s behalf by those co-packers who are also distributors, passes to such distributors when the

Company is notified by them that they have taken transfer or possession of the relevant portion of the Company’s finished goods.

Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold.

Cancelled orders

are refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific

promotions and orders will be refilled if lost in transit.

The Company recognizes revenue for its digital products in the month

the download by the customer occurs.

product sales were initiated based upon the retailer’s purchase orders at a fixed transaction price and revenues recognized when

the products were shipped to the Company’s customers.

Company accounts for its IP license revenue, which provides the Company’s customer with rights to use the Company’s IP, in

accordance with ASC 606.

A license may be perpetual or time limited in its application.

In accordance with ASC 606, the Company will

continue to recognize revenue from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functional

without professional services, updates and technical support.

The Company has concluded that its IP license is distinct as the customer

can benefit from the functional IP on its own.

Therefore, the Company has determined the right to use its IP was satisfied at a point

in time (on the date the rights to the IP were granted).

Company does not have any contract assets such as work-in-process.

All trade receivables on the Company’s condensed consolidated

balance sheet are from contracts with customers.

incurred to obtain a contract are capitalized unless short term in nature.

As a practical expedient, costs to obtain a contract that

are short term in nature are expensed as incurred.

The Company does not have any contract costs capitalized as of June 30, 2025 and December

Company’s contract liabilities consist of advance customer payments.

Contract liability results from transactions in which the

Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met.

Once all revenue

recognition criteria have been met, the contract liabilities are recognized.

Beginning balance

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Ending balance

Accounts receivable

Accounts receivable are generally unsecured.

Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation

of collectability.

Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that

likelihood of collection is remote.

Any future recoveries are applied against the allowance for doubtful accounts.

As of both March 31,

2025 and December 31, 2024, allowance for doubtful accounts was $0 .

Advertising Expense

The Company expenses marketing, promotions and

advertising costs as incurred.

Such costs are included in selling and marketing expense in the accompanying consolidated statements of

Research and Development

Costs incurred in connection with the development

of new products and processing methods are charged to general and administrative expenses as incurred.

The Company utilizes FASB ASC 740, “Income

Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events

that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined

based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws

and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

A valuation allowance

is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company generated a deferred tax asset through

net operating loss carry-forward.

However, a valuation allowance of 100 % has been established due to the uncertainty of the Company’s

realization of the net operating loss carry forward prior to its expiration.

NomadChoice Pty Ltd, the Company’s wholly-owned

subsidiary is subject to income taxes in the jurisdictions in which it operates.

Significant judgment is required in determining the provision

for income tax.

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate

tax determination is uncertain.

The company recognizes liabilities for anticipated tax audit issues based on the Company’s current

understanding of the tax law.

Where the final tax outcome of these matters is different from the carrying amounts, such differences will

impact the current and deferred tax provisions in the period in which such determination is made.

Synergy CHC Inc.

is a wholly-owned foreign subsidiary,

is subject to income taxes in the jurisdictions in which it operates.

Significant judgment is required in determining the provision for

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax

determination is uncertain.

The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding

of the tax law.

Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the

current and deferred tax provisions in the period in which such determination is made.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under

ASC subtopic 260-10, Earnings Per Share.

Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to

the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during

the reporting periods.

Diluted earnings per share is computed by increasing the denominator by the weighted average number of additional

shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method),

unless their effect on net income per share is anti-dilutive.

As of both March 31, 2025 and 2024, options to purchase 252,102 shares of

common stock were outstanding.

As of March 31, 2025, warrants to purchase 103,500 shares of common stock were outstanding.

The following is a reconciliation of the number

of shares used in the calculation of basic and diluted earnings per share for the three months ended March 31, 2025 and 2024:

receivable are generally unsecured.

The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding

invoices and management’s evaluation of collectability.

Accounts are written off after all reasonable collection efforts have been

exhausted and management concludes that likelihood of collection is remote.

Any future recoveries are applied against the allowance for

doubtful accounts.

As of both June 30, 2025 and December 31, 2024, allowance for doubtful accounts was $ 0 .

Company expenses marketing, promotions and advertising costs as incurred.

Such costs are included in selling and marketing expense in

the accompanying consolidated statements of operations.

and Development

incurred in connection with the development of new products and processing methods are charged to general and administrative expenses

Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for

the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method,

deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their

financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are

expected to affect taxable income.

A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax

asset will not be realized.

Company generated a deferred tax asset through net operating loss carry-forward.

However, a valuation allowance of 100 % has been established

due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.

Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates.

judgment is required in determining the provision for income tax.

There are many transactions and calculations undertaken during the

ordinary course of business for which the ultimate tax determination is uncertain.

The company recognizes liabilities for anticipated

tax audit issues based on the Company’s current understanding of the tax law.

Where the final tax outcome of these matters is different

from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination

CHC Inc., a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates.

Significant judgment

is required in determining the provision for income tax.

There are many transactions and calculations undertaken during the ordinary

course of business for which the ultimate tax determination is uncertain.

The company recognizes liabilities for anticipated tax audit

issues based on the Company’s current understanding of the tax law.

Where the final tax outcome of these matters is different from

the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination

Earnings (Loss) Per Common Share

The Company computes earnings per share under ASC subtopic 260-10,

Earnings Per Share.

Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders

(the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods.

earnings per share is computed by increasing the denominator by the weighted average number of additional shares that could have been

outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net

income per share is anti-dilutive.

As of June 30, 2025 and 2024, options to purchase 252,102 and 336,134 shares of common stock, respectively,

were outstanding.

As of June 30, 2025, warrants to purchase 103,500 shares of common stock were outstanding.

following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and

six months ended June 30, 2025 and 2024:

For the three months ended

For the six months ended

Net income after tax

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Net earnings per share:

The following

securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive:

For the three months ended

following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive:

the three and six months ended

Options to purchase common stock

Warrants to purchase common stock

Fair Value Measurements

The Company measures and discloses the fair value

of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures.

820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would

be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the

Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants

would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

ASC 825 establishes

a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when

measuring fair value.

ASC 825 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets or

liabilities in active markets to which the Company has access at the measurement date.

Level 2 - Inputs other than quoted prices within

Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or

The determination of where assets and liabilities

fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of both March 31, 2025 and December 31, 2024,

the Company has determined that there were no assets or liabilities measured at fair value.

Inventory consists of raw materials, components

and finished goods.

The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

Finished goods

include the cost of labor to assemble the items.

Foreign Currency Translation

The functional currency of one of the Company’s

foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S.

The Company’s foreign subsidiary maintains its records using local

currency (Australian Dollar).

All monetary assets and liabilities of the foreign subsidiary were translated into U.S.

Dollars at quarter

end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S.

Dollars at transaction day

exchange rates.

Income and expense items related to non-monetary

items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average

exchange rate for the period.

The resulting translation adjustments, net of income taxes, were recorded in statements of operations as

Remeasurement gain or loss on translation of foreign subsidiary.

The functional currency of the Company’s

other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD).

The Company’s foreign subsidiary maintains its records

using local currency (CAD).

All assets and liabilities of the foreign subsidiary were translated into U.S.

Dollars at period end exchange

rates and stockholders’ equity is translated at the historical rates.

Income and expense items were translated using average exchange

rate for the period.

The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated

other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income.

The exchange rates used to translate amounts in

AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

Balance sheet:

Value Measurements

Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820,

Fair Value Measurements and Disclosures.

ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair

value measurement disclosure.

825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities required

or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact

and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions,

and risk of nonperformance.

ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs

and minimize the use of unobservable inputs when measuring fair value.

ASC 825 establishes three levels of inputs that may be used to

measure fair value:

1 - Quoted prices for identical assets or liabilities in active markets to which the Company has access at the measurement date.

2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

3 - Unobservable inputs for the asset or liability.

determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant

to the fair value measurement.

Our financial instruments consisted primarily

of cash and cash equivalents, restricted cash, accounts receivable, other receivable, loan receivable, accounts payable and accrued liabilities

and short term and long term loans payable.

The carrying amounts of such financial instruments approximate their respective estimated

fair value due to the short-term maturities and approximate market interest rates of these instruments.

As of both June 30, 2025 and December 31, 2024, the Company has determined

that there were no assets or liabilities measured at fair value on a recurring basis.

consists of raw materials, components and finished goods.

The Company’s inventory is stated at the lower of cost (FIFO cost basis)

or net realizable value.

Finished goods include the cost of labor to assemble the items.

Currency Translation

functional currency of one of the Company’s foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S.

The Company’s

foreign subsidiary maintains its records using local currency (Australian Dollar).

All monetary assets and liabilities of the foreign

subsidiary were translated into U.S.

Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiary

were translated into U.S.

Dollars at transaction day exchange rates.

and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes

and expenses were translated using average exchange rate for the period.

The resulting translation adjustments, net of income taxes,

were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.

functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD).

The Company’s

foreign subsidiary maintains its records using local currency (CAD).

All assets and liabilities of the foreign subsidiary were translated

Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates.

Income and expense

items were translated using average exchange rate for the period.

The resulting translation adjustments, net of income taxes, are reported

as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220

– Comprehensive Income.

exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements

were as follows:

Period-end AUD:

2 unchanged sentences

USD exchange rate

Income statement:

Average six months AUD:

Average six months CAD:

USD exchange rate

Average three months AUD:

2 unchanged sentences

USD exchange rate

Translation gains and losses that arise from exchange

rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian

Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations

Concentrations of Credit Risk

In the normal course of business, the Company

provides credit terms to its customers;

gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency

are translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and

included in the results of operations as incurred.

Concentrations

of Credit Risk

the normal course of business, the Company provides credit terms to its customers;

however, collateral is not required.

Accordingly, the Company performs credit evaluations of its

customers and maintains allowances for possible losses which, when realized, were within the range of management’s expectations.

From time to time, a higher concentration of credit risk exists on outstanding accounts receivable for a select number of customers due

to individual buying patterns.

Warehousing costs

Warehouse costs include all third-party warehouse

rent fees and are charged to selling and marketing expenses as incurred.

Any additional costs relating to assembly or special pack-outs

of the Company’s products are charged to cost of sales.

Product display costs

All displays manufactured and purchased by the

Company are for placement of product in retail stores.

This also includes all costs for display execution and setup and retail services

are charged to cost of sales and expensed as incurred.

Cost of Sales

Cost of sales includes the purchase cost of products

sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting

of the Company’s online Application.

Debt Issuance Costs

Debt issuance costs consist primarily of arrangement

fees, professional fees and legal fees.

These costs are netted off with the related loan and are being amortized to interest expense over

the term of the related debt facilities.

Shipping Costs

Shipping and handling costs billed to customers

are recorded in sales.

Shipping costs incurred by the company are recorded in selling and marketing expenses.

Related parties

Parties are considered to be related to the Company

if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control

with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate families of principal

owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully

pursuing its own separate interests (see Note 9).

Segment Reporting

Segment identification and selection is consistent

with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to

evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with

that structure.

Based on the Company’s management structure and method of internal reporting, the Company has one operating

the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were within

the range of management’s expectations.

From time to time, a higher concentration of credit risk exists on outstanding accounts

receivable for a select number of customers due to individual buying patterns.

costs include all third-party warehouse rent fees and are charged to selling and marketing expenses as incurred.

Any additional costs

relating to assembly or special pack-outs of the Company’s products are charged to cost of sales.

display costs

displays manufactured and purchased by the Company are for placement of product in retail stores.

This also includes all costs for display

execution and setup and retail services are charged to cost of sales and expensed as incurred.

of sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores including

buying and transportation costs and the hosting of the Company’s online Application.

Issuance Costs

issuance costs consist primarily of arrangement fees, professional fees and legal fees.

These costs are netted off with the related loan

and are being amortized to interest expense over the term of the related debt facilities.

and handling costs billed to customers are recorded in sales.

Shipping costs incurred by the company are recorded in selling and marketing

are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control,

are controlled by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management,

members of the immediate families of principal owners of the Company and its management and other parties with which the Company may

deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of

the transacting parties might be prevented from fully pursuing its own separate interests (see Note 9).

identification and selection is consistent with the management structure used by the Company’s chief executive officer who is the

Chief Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality

of financial results consistent with that structure.

Based on the Company’s management structure and method of internal reporting,

the Company has one operating segment.

The Company derives its revenue from the sale of nutraceuticals.

The accounting policies of the segment are the same as those

described in the summary of significant accounting policies.

The chief operating decision maker assesses performance for the segment and

decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income.

of segment assets is reported on the balance sheet as total consolidated assets.

Significant segment expenses include retailer promotions,

freight and fulfillment, marketing and salaries.

The Company’s CODM reviews financial information presented and decides how to allocate

resources based on net income.

The Company does have any intra-entity sales or transfers.

The Company’s CODM does not review operating

results on a disaggregated basis;

rather, the chief operating decision maker reviews operating results on an aggregated basis.

Presentation of Financial Statements –

Going Concern

Going Concern Evaluation

In connection with preparing unaudited condensed

consolidated financial statements for the three months ended March 31, 2025, management evaluated whether there were conditions and events,

considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one

year from the date that the unaudited condensed consolidated financial statements are issued.

The Company considered the following:

March 31, 2025, the Company had an accumulated deficit of $ 43,223,549 .

● At March 31, 2025, the Company had working capital surplus of $ 7,340,297 .

● During the three months ended March 31, 2025, the Company had $ 822,781 of net cash used in operating activities.

● During the three months ended March 31, 2025, there was a decrease in revenue of $ 1,241,329 .

Ordinarily, conditions or events that raise substantial

doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they

The Company evaluated its ability to meet its

obligations as they become due within one year from the date that the financial statements are issued by considering the following:

● During the three months ended March 31, 2025, the Company repaid $ 1.3 million of loans and received $ 1.6 million through loans from a related party and others.

● During the three months ended March 31, 2025, the Company had net income of $ 876,264 .

The Company has the option of publicly selling its common stock to raise additional capital.

The Company has the option of selling any of its brands to raise additional capital.

● The Company’s current lenders have agreed to extend the $ 2 million payments due March 31, 2025 as the Company is currently in negotiations with lenders to refinance its existing debt.

Management concluded that above factors alleviate

doubts about the Company’s ability to generate enough cash from operations and other available sources to satisfy its obligations

for the next twelve months from the issuance date.

The Company will take the following actions if

it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that

would raise substantial doubt about its ability to continue as a going concern:

Raise additional capital through line of credit and/or loans financing for future mergers and acquisitions.

Implement restructuring and cost reductions.

Raise additional capital through an additional capital raise.

Correction of Prior Period Immaterial Errors:

The Company has identified an immaterial error in

the Company’s previously issued consolidated financial statements related to Treasury Shares held by its wholly owned

The accounting policies

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

The chief operating decision maker

assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement

as consolidated net income.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

segment expenses include retailer promotions, freight and fulfillment, marketing and salaries.

The Company’s CODM reviews financial

information presented and decides how to allocate resources based on net income.

The Company does have intra-entity sales or transfers.

The Company’s CODM does not review operating results on a disaggregated basis;

rather, the chief operating decision maker reviews

operating results on an aggregated basis.

of Financial Statements – Going Concern

Concern Evaluation

connection with preparing unaudited condensed consolidated financial statements for the six months ended June 30, 2025, management evaluated

whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability

to continue as a going concern within one year from the date that the unaudited condensed consolidated financial statements are issued.

Company considered the following:

● At June 30, 2025, the Company

had an accumulated deficit of $ 41,750,312 .

● During the six months ended June 30, 2025, there was a decrease in revenue of $ 1,131,173 .

● During the six months ended June 30, 2025, the Company had $ 899,731 of net cash used in operating activities

conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s

ability to meet its obligations as they become due.

Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements

are issued by considering the following:

● At June 30, 2025, the Company had working capital surplus of $ 12,383,132 .

During the six months ended

June 30, 2025, the Company refinanced a portion of its outstanding debts to one lender with favorable terms (see Note 11).

During the six months ended

June 30, 2025, the Company had net income of $2,349,501.

The Company has the option

of publicly selling its common stock to raise additional capital.

The Company has the option

of selling any of its brands to raise additional capital.

concluded that above factors alleviate doubts about the Company’s ability to generate enough cash from operations and other available

sources to satisfy its obligations for the next twelve months from the issuance date.

Company will take the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in

order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern:

Raise additional capital

through line of credit and/or loans financing for future mergers and acquisitions.

Implement restructuring

and cost reductions.

Raise additional capital

through an additional capital raise.

of Prior Period Immaterial Errors:

Company has identified an immaterial error in the Company’s previously issued consolidated financial statements related to Treasury Shares

held by its wholly owned subsidiary.

The adjustment pertained to the acquisition of remaining 50 % ownership interest in Hand MD Corp.

during July 2021 and accordingly

the shares previously issued to Hand MD Corp.

required correction on the financial statement as Treasury Shares on the consolidated

balance sheet.

The amount of the reclassification is $ 127,500 and has no effect on the consolidated statement of income and other

comprehensive income (except for earnings per share and weighted average shares) and statement of cash flow.

In evaluating whether the previously issued consolidated

financial statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance

of ASC 250, Accounting Changes and Error Corrections , SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing

Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial

Statements , and concluded that the effect of the errors on prior period annual financial statements was immaterial.

The guidance states

that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements,

must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial

to the prior-year financial statements.

Correcting prior-year financial statements for such immaterial misstatements does not require

previously filed reports to be amended.

The Company’s earnings per share has been

revised from the amounts previously reported to correct the error and the impact of the reclassification is shown in the below table.

Earnings Per Share for the three months ended

March 31, 2024:

during July 2021 and accordingly the shares previously issued to Hand MD Corp.

required correction on the financial statement as Treasury Shares

on the consolidated balance sheet.

The amount of the reclassification is $ 127,500 and has no effect on the consolidated statement

of income and other comprehensive income (except for earnings per share and weighted average shares) and statement of cash flow.

evaluating whether the previously issued consolidated financial statements were materially misstated for the interim or annual periods

prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections , SEC Staff

Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior

Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , and concluded that the effect of the errors

on prior period annual financial statements was immaterial.

The guidance states that prior-year misstatements which, if corrected in

the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial

statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements.

prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.

Company’s earnings per share has been revised from the amounts previously reported to correct the error and the impact of the reclassification is

shown in the below table.

Per Share for the six months ended June 30, 2024:

As Previously

1 unchanged sentence

Weighted average common shares outstanding

Recent Accounting Pronouncements

In December 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

Per Share for the three months ended June 30, 2024:

As Previously

Earnings per share

Weighted average common shares outstanding

Accounting Pronouncements

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 amends the rules on income tax

disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing

operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from

continuing operations (separated by federal, state, and foreign).

In addition, ASU 2023-09 requires entities to disclose their

income tax payments to international, federal, state, and local jurisdictions, among other changes.

The amendments can be applied on

a prospective basis although retrospective application is permitted.

The amendments are effective for the fiscal years beginning

after December 15, 2024, with early adoption permitted.

The adoption of ASU 2023-09 has not affected the Company’s financial

In October 2023, the FASB issued ASU No.

ASU 2023-09 amends

the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss

from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit

from continuing operations (separated by federal, state, and foreign).

In addition, ASU 2023-09 requires entities to disclose their income

tax payments to international, federal, state, and local jurisdictions, among other changes.

The amendments can be applied on a prospective

basis although retrospective application is permitted.

The amendments are effective for the fiscal years beginning after December 15,

2024, with early adoption permitted.

The adoption of ASU 2023-09 has not affected the Company’s financial statements.

October 2023, the FASB issued ASU No.

2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”

(“ASU 2023-06”).

Codification Amendments in Response to the SEC’s

Disclosure Update and Simplification Initiative” (“ASU 2023-06”).

ASU 2023-06 amends U.S.

GAAP to reflect updates and simplifications to certain disclosure and presentation

requirements referred to FASB by the Securities and Exchange Commission (“SEC”).

The targeted amendments incorporate 14 of

the 27 disclosures referred by the SEC into codification.

Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s

removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC

has not removed the requirements by that date.

The Company is currently evaluating the impact this update will have on its Consolidated

Financial Statements.

Note 3 – Income Taxes

The Company utilizes FASB ASC 740, “Income

Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events

that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined

based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws

and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

A valuation allowance

is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Deferred income taxes arise from temporary differences

resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Deferred taxes are classified

as current or non-current, depending on the classification of assets and liabilities to which they relate.

Deferred taxes arising from

temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in

which the temporary differences are expected to reverse.

The Company does not have any uncertain tax positions.

purposes, the Company has not completed

its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change

of ownership rules.

If the Company has had a change in ownership, the NOL’s would be limited or eliminated, as to the amount that

could be utilized each year, based on the Code.

NOL’s attributable to Breakthrough Products, Inc., which are the majority of the

Company’s domestic NOL’s are Separate Return Limitation Year (SRLY) NOL’s.

Such losses may generally not be available

for use (limited or eliminated).

The Company has not filed its State & Local

Income/Franchise tax returns in states it is required to file, as such returns and liability remain open.

The Company does not expect

this to be a significant liability.

The Company had tax benefit (expense) of $ 11,460 and $( 127,189 ) for

the three months ended March 31, 2025 and 2024, respectively.

The Company’s provision for tax expense amount, computed by applying

the statutory federal income tax rate of 21 % in 2025 and 2024 to income before taxes, differs from the effective tax rate, due primarily

to state income taxes and permanent items (plus utilization of NOL carryforwards in 2023).

The Company also has net operating loss carryforwards of approximately

$ 50,039,000 and approximately $ 50,800,000 (United States, Canada and Australia) included in the deferred tax assets for March

31, 2025 and December 31, 2024, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc.

to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the NOL’s

and thus Management has determined a 100 % valuation allowance is required.

Further, the Company has not completed an evaluation of the

NOL’s attributable to Breakthrough Products, Inc.

GAAP to reflect updates and

simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”).

The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification.

Each amendment in ASU 2023-06 is

effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation

S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date.

The Company is currently evaluating

the impact this update will have on its Consolidated Financial Statements.

3 – Income Taxes

Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for

the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method,

deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their

financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are

expected to affect taxable income.

A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax

asset will not be realized.

income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes

in different periods.

Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities

to which they relate.

Deferred taxes arising from temporary differences that are not related to an asset or liability are classified

as current or noncurrent depending on the periods in which the temporary differences are expected to reverse.

The Company does not have

any uncertain tax positions.

purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the

“Code”) Section 382/383, change of ownership rules.

If the Company has had a change in ownership, the NOL’s would be

limited or eliminated, as to the amount that could be utilized each year, based on the Code.

NOL’s attributable to Breakthrough

Products, Inc., which are the majority of the Company’s domestic NOL’s are Separate Return Limitation Year (SRLY) NOL’s.

Such losses may generally not be available for use (limited or eliminated).

Company has not filed its State & Local Income/Franchise tax returns in states it is required to file, as such returns and liability

The Company does not expect this to be a significant liability.

The Company had tax expense of $ 178,647 and $ 306,571

for the six months ended June 30, 2025 and 2024, respectively.

The Company had tax expense of $ 190,107 and $ 179,382 for the three months

ended June 30, 2025 and 2024, respectively.

The Company’s provision for tax expense amount, computed by applying the statutory federal

income tax rate of 21 % in 2025 and 2024 to income before taxes, differs from the effective tax rate, due primarily to state income taxes

and permanent items (plus utilization of NOL carryforwards in 2023).

The Company also has net operating loss carryforwards

of approximately $ 48,700,000 and approximately $ 50,800,000 (United States, Canada and Australia) included in the deferred tax assets for

June 30, 2025 and December 31, 2024, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc.

due to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the

NOLs and thus Management has determined a 100 % valuation allowance is required.

Further, the Company has not completed an evaluation

of the NOLs attributable to Breakthrough Products, Inc.

at the date of this report.

Note 4 – Accounts Receivable

Accounts receivable, net of allowances for doubtful

accounts, consisted of the following:

4 – Accounts Receivable

receivable, net of allowances for doubtful accounts, consisted of the following:

Trade accounts receivable

1 unchanged sentence

Less allowances

Total accounts receivable, net

During the three months ended March 31, 2025 and

2024, the Company charged $ 0 to bad debt expense.

Note 5 – Prepaid Expenses

At March 31, 2025 and December 31, 2024, prepaid

expenses consisted of the following:

March 31, 2025

accounts receivable, net

the three and six months ended June 30, 2025 and 2024, the Company charged $ 0 to bad debt expense.

5 – Prepaid Expenses

June 30, 2025 and December 31, 2024, prepaid expenses consisted of the following:

Advances for inventory

Contract employee, related party

Prepaid consulting fees, related party

Rent, related party

1 unchanged sentence

Professional fees

Prepaid Financing Fees

Miscellaneous

* During the year ended December 31, 2024, the Company bartered

inventory worth $ 859,920 for media credits to be used at the Company’s discretion.

During the three months ended March 31, 2025,

the Company has entered into negotiations with lenders to refinance its debt and has paid deposits of $ 150,000 related to the refinancing.

Note 6 – Concentration of Credit Risk

Cash and cash equivalents

The Company maintains its cash and cash equivalents

in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured

limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits with major financial institutions.

2025 and December 31, 2024, the uninsured balances amounted to $ 28,054 and $ 503,215 respectively.

Accounts receivable

As of March 31, 2025 and December 31, 2024, three

and one customers accounted for 77 % and 74 %, respectively, of the Company’s trade accounts receivable.

Major customers

For the three months ended March 31, 2025, three

customers accounted for approximately 71 % of the Company’s net revenue.

For the three months ended March 31, 2024, two customers

accounted for approximately 68 % of the Company’s net revenue.

Substantially all of the Company’s business is with companies

* During the year ended December 31, 2024, the Company bartered inventory worth $ 859,920 for media credits to be used at the Company’s discretion.

6 – Concentration of Credit Risk

and cash equivalents

Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that

at times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits

with major financial institutions.

At June 30, 2025 and December 31, 2024, the uninsured balances amounted to $ 1,286,994 and $ 503,215

respectively.

of June 30, 2025 and December 31, 2024, two and one customers accounted for 84 % and 74 %, respectively, of the Company’s trade accounts

the six months ended June 30, 2025, three customers accounted for approximately 80 % of the Company’s net revenue.

For the six months

ended June 30, 2024, two customers accounted for approximately 70 % of the Company’s net revenue.

For the three months ended June

30, 2025, three customers accounted for approximately 82 % of the Company’s net revenue.

For the three months ended June 30, 2024,

two customers accounted for approximately 72 % of the Company’s net revenue.

Substantially all of the Company’s business is

with companies in the United States.

of June 30, 2025 and December 31, 2024, two and four vendors accounted for 58 % and 69 %, respectively, of the Company’s accounts

the six months ended June 30, 2025, three suppliers accounted for approximately 47 % of the Company’s purchases.

For the six months

ended June 30, 2024, one supplier accounted for approximately 21 % of the Company’s purchases.

For the three months ended June 30,

2025, one supplier accounted for approximately 39 % of the Company’s purchases.

For the three months ended June 30, 2024, one supplier

accounted for approximately 13 % of the Company’s purchases.

Substantially all of the Company’s business is with suppliers

in the United States.

Accounts payable

As of March 31, 2025 and December 31, 2024, three and four vendors

accounted for 42 % and 69 %, respectively, of the Company’s accounts payable.

Major suppliers

For the three months ended March 31, 2025, two

suppliers accounted for approximately 44 % of the Company’s purchases.

For the three months ended March 31, 2024, two suppliers accounted

for approximately 73 % of the Company’s purchases.

Substantially all of the Company’s business is with suppliers in the United

Note 7 – Inventory

Inventory consists of finished goods, components

and raw materials.

The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

The carrying value of inventory consisted of the

7 – Inventory

consists of finished goods, components and raw materials.

The Company’s inventory is stated at the lower of cost (FIFO cost basis)

or net realizable value.

carrying value of inventory consisted of the following:

Finished goods

Raw materials

Total inventory

As of January 22, 2015, inventory was pledged

to Knight under the Loan Agreement (see note 12).

During the three months ended March 31, 2025 and 2024, the Company had no inventory

Note 8 – Intangible Assets

Less accumulated amortization

Intangible assets, net

Amortization for both the three months ended March

31, 2025 and 2024 was $ 33,333 .

The estimated aggregate amortization expense over

each of the next five years is as follows:

the six months ended June 30, 2025 and 2024, the Company had no inventory write-offs.

8 – Intangible Assets

Less accumulated

for the six months ended June 30, 2025 and 2024 was $ 66,666 and $ 66,667 , respectively.

estimated aggregate amortization expense over each of the next five years is as follows:

2025 (remaining)

Note 9 – Related Party Transactions

The Company paid consulting fees through March

9 – Related Party Transactions

The Company paid consulting fees through June

2025 to a company owned by Mr.

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $ 0 during the three months ended

March 31, 2025 and 2024 as consulting fees.

The Company advanced $ 180,000 and $ 165,687 in prepaid consulting fees during the three months

ended March 31, 2025 and 2024, respectively.

The prepaid balance as of March 31, 2025 and December 31, 2024 was $ 476,981 and $ 296,981 ,

The Company expensed $ 0 during the three and six months

ended June 30, 2025 and 2024 as consulting fees.

The Company advanced $ 398,606 and $ 326,683 in prepaid consulting fees during the six

months ended June 30, 2025 and 2024, respectively.

The prepaid balance as of June 30, 2025 and December 31, 2024 was $ 695,587 and $ 296,981 ,

respectively.

During the three months ended March 31, 2025 and 2024, the Company was advanced $ 135,000 and $ 1,400,000 , respectively, in

the form of a short-term note.

The balance owed as of March 31, 2025 and December 31, 2024 was $ 135,000 and $ 0 , respectively.

On June 26, 2015, the Company entered into a Security

Agreement with Knight Therapeutics, Inc., a related party (owner of greater than 10 % shares of the Company), through its wholly owned

subsidiary Neuragen Corp., for the purchase of Knight Therapeutics, Inc.’s assets.

At March 31, 2024 and December 31, 2023, the

Company owed Knight $ 275,000 and $ 287,500 , respectively, in relation to this agreement.

The Company recorded present value

of future payments of $ 199,640 and $ 204,941 as of March 31, 2024 and December 31, 2023, respectively.

During June 2024, this Security

Agreement was consolidated into one loan under the sixth amendment.

During the six months ended June 30, 2025 and 2024, the Company was advanced $ 135,000 and $ 1,400,000 , respectively, in the

form of a short-term note.

During the six months ended June 30, 2025 the Company repaid the $ 135,000 advance.

The balance owed as of both

June 30, 2025 and December 31, 2024 was $ 0 .

During the three months ended June 30, 2025, the Company paid $ 53,720 in the manner of prepaid

rent for one year.

The Company expensed $ 4,477 during the six months ended June 30, 2025, leaving a prepaid balance of $ 49,243 .

The Company paid rent through June 2025 to a company

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $ 60,000 Canadian Dollars ($ 42,587 US Dollars) for

the six months ended June 30, 2025, leaving a prepaid balance of $ 77,100 Canadian Dollars ($ 53,514 US Dollars).

The Company entered into transactions with a related

1 unchanged sentence

The transactions were a pass through and allocation of expenses and reimbursements.

As of March 31, 2025 and December 31, 2024 the Company was owed $ 4,375,892 and $ 4,375,059 , respectively.

As of June 30, 2025 and December 31, 2024 the Company was owed $ 4,427,883 and $ 4,375,059 , respectively.

This loan has a repayment date

of December 31, 2025 and will be guaranteed by 1,500,000 shares of Company stock if the loan remains outstanding as of January 1, 2026.

The Company entered into a transaction with a

related party controlled by the CEO during the year ended December 31, 2023.

The transaction was in the form of a short-term loan.

Company received $ 10,000 Canadian dollars (US Dollars $ 7,561 ).

This amount was owed to the related party as of December 31, 2023 and was

repaid during February 2024.

On August 9, 2017, the Company entered into a

Loan Agreement with Knight Therapeutics (Barbados) Inc., a related party (owner of greater than 10 % shares of the Company), for a working

capital loan.

At both March 31, 2024 and December 31, 2023, the Company owed Knight $ 5,000,000 on this loan, net of debt issuance cost

(see Note 11).

During the year ended December 31, 2020 a loan success fee of $ 1,000,000 was earned by Knight payable in August 2022 (see

At both March 31, 2024 and December 31, 2023, the Company owed Knight $ 1,000,000 on the loan success fee (see Note 11).

June 2024, this Loan Agreement was consolidated into one loan under the sixth amendment.

On May 8, 2020, the Company entered into a Third

Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, for working capital loan.

At March 31, 2024 and December

31, 2023, the Company owed Knight $ 320,000 and $ 392,000 , respectively on this loan.

During June 2024, this Third Amendment

Agreement was consolidated into one loan under the sixth amendment.

On July 7, 2022, the Company entered into a Fourth

Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, for an additional $ 2,000,000 loan (the “Second Additional

At both March 31, 2024 and December 31, 2023, the Company owed Knight $ 2,000,000 on this loan (see Note 11).

year ended December 31, 2023 a loan success fee of $ 83,250 was earned by Knight and is payable as of both March 31, 2024 and December

During June 2024, this Fourth Amendment Agreement was consolidated into one loan under the sixth amendment.

On September 30, 2023, the Company entered

into a Fifth Amendment Agreement (the “Fifth Amendment”) to the Loan Agreement with Knight, pursuant to which Knight

agreed to extend the maturity date of the loan to March 31, 2024.

The Company will pay Knight a closing fee of $ 1,000,000 in

connection with the Fifth Amendment.

This has been accrued for during the year ended December 31, 2022 since this was earned upon

renegotiation of the loan during 2022 (see Note 11).

During June 2024, this Fifth Amendment Agreement was consolidated into one loan

under the sixth amendment.

The Company recognized interest expense of $ 369,992

and $ 414,158 during the three-month periods ended March 31, 2025 and 2024, respectively.

Accrued interest was $ 127,442 as of March 31,

Accrued interest of $ 1,760,076 as of both March 31, 2024 and December 31, 2023 was capitalized and included in the loan balance

as of March 31, 2024 and December 31, 2023.

During June 2024, the accrued interest was consolidated into one loan under the sixth amendment.

During June 2024, the Company entered into Sixth

Amended Agreement with Knight Therapeutics Inc., a related party, to modify prior Agreements.

This modification consolidates outstanding

loans and extends the maturity dates of the loans to March 31, 2026 (see Note 11).

On December 23, 2016, the Company entered into

an agreement with Knight Therapeutics for the distribution rights of FOCUSfactor in Canada.

In conjunction with this agreement, the Company

is required to pay Knight a distribution fee equal to 30 % of gross sales for sales achieved through a direct sales channel and 5 % of gross

sales for sales achieved through retail sales.

The minimum due to Knight under this agreement is $ 100,000 Canadian dollars.

year ended December 31, 2023, the Company expensed $ 133,502 Canadian dollars (US Dollars $ 98,939 ).

As of both March 31, 2024 and December

31, 2023, the total outstanding balance was $ 549,229 Canadian dollars.

In US Dollars, the total outstanding balance was $ 403,936 and $ 415,272

as of March 31, 2024 and December 31, 2023, respectively.

During June 2024, these distribution fees have been consolidated into one loan

under the sixth amendment.

As of both March 31, 2025 and December 31, 2024, the total outstanding balance was $ 123,584 Canadian dollars.

In US Dollars, the total outstanding balance was $ 85,965 and $ 85,891 as of March 31, 2025 and December 31, 2024, respectively.

The outstanding

distribution fees at December 31, 2023 have been added to the related party notes payable.

On December 23, 2016, the Company entered into

an agreement with Knight Therapeutics for the distribution rights of Hand MD into Canada.

In conjunction with this agreement, the Company

is required to pay Knight a distribution fee equal to 60 % of gross sales for sales achieved through a direct sales channel until the sales

in the calendar year equal the threshold amount and then 40 % of all such gross sales in such calendar year in excess of the threshold

amount and 5 % of gross sales for sales achieved through retail sales.

The minimum due to Knight under this agreement is $ 25,000 Canadian

During the year ended December 31, 2023, the Company expensed was $ 25,000 Canadian dollars (US Dollars $ 18,531 ).

As of both March

31, 2024 and December 31, 2023, the total outstanding balance was $ 160,637 Canadian dollars.

In US Dollars, the total outstanding balance

was $ 118,550 and $ 121,428 as of March 31, 2024 and December 31, 2023, respectively.

This agreement has been terminated and the outstanding

distribution fees have been added to the related party notes payable.

The Company expensed royalty of $ 4,549 and $ 22,478

for the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025 and December 31, 2024, the Company owed Knight Therapeutics

$ 4,549 and $ 2,753 , respectively, in connection with a royalty distribution agreement.

On October 1, 2023 (effective date), the Company

entered into second amendment to the Distribution Agreement with Knight with an initial term ending on February 25, 2026 with an automatic

renewal of one year for a payment of $ 450,000 by the Company within 180 days from the effective date.

The Company has recorded this payable

in terms of a Note Payable to Knight Therapeutics in relation to a license fee of an intangible asset.

The balance outstanding at both

March 31, 2024 and December 31, 2023 was $ 450,000 .

During June 2024, this Distribution Agreement was consolidated into one loan under

the sixth amendment.

Note 10 – Accounts Payable and Accrued Liabilities

As of March 31, 2025 and December 31, 2024, accounts

payable and accrued liabilities consisted of the following:

of December 31, 2025.

If the loan is not repaid by January 1, 2026, the borrower will pledge the number of shares of borrower’s

stock with a market value equal to the amount outstanding on the note as security to be released upon payment of the note.

Company entered into a transaction with a related party controlled by the CEO during the year ended December 31, 2023.

The transaction

was in the form of a short-term loan.

The Company received $ 10,000 Canadian dollars (US Dollars $ 7,561 ).

This amount was owed to the

related party as of December 31, 2023 and was repaid during February 2024.

During June 2024, the Company entered into Sixth Amended Agreement

with Knight Therapeutics Inc., a shareholder, to modify prior Agreements.

This modification consolidated outstanding loans and extended

the maturity dates of the loans to March 31, 2026.

The Company recognized interest expense of $ 623,355 and $ 1,117,459 during the

six month periods ended June 30, 2025 and 2024, respectively.

The Company recognized interest expense of $ 253,363 and $ 703,301 during

the three month periods ended June 30, 2025 and 2024, respectively.

During May and June 2025, the Company repaid the balance on this amended

agreement (see Note 11).

December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSfactor in Canada.

In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 30 % of gross sales for sales achieved

through a direct sales channel and 5 % of gross sales for sales achieved through retail sales.

The minimum due to Knight under this agreement

is $ 100,000 Canadian dollars.

As of both June 30, 2025 and December 31, 2024, the total outstanding balance was $ 123,584 Canadian dollars.

In US Dollars, the total outstanding balance was $ 90,587 and $ 85,891 as of June 30, 2025 and December 31, 2024, respectively.

Company expensed royalty of $ 7,788 and $ 41,277 for the six months ended June 30, 2025 and 2024, respectively.

The Company expensed royalty

of $ 3,239 and $ 18,799 for the three months ended June 30, 2025 and 2024, respectively.

At June 30, 2025 and December 31, 2024, the Company

owed Knight Therapeutics $ 2,368 and $ 2,753 , respectively, in connection with a royalty distribution agreement.

– Accounts Payable and Accrued Liabilities

of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:

Accrued payroll

1 unchanged sentence

Accounting fees

Royalties, related party

Royalties, shareholder

Payroll taxes

Professional fees

Interest, related party

The Company has estimated and accrued for its

sales tax liability at $ 4,790 and $ 3,703 for the parent entity as of March 31, 2025 and December 31, 2024, respectively.

Note 11 – Notes Payable

The Company’s notes payable at March 31,

2025 and December 31, 2024 are as follows:

Company has estimated and accrued for its sales tax liability at $ 3,424 and $ 3,703 for the parent entity as of June 30, 2025 and December

31, 2024, respectively.

11 – Notes Payable

Company’s notes payable at June 30, 2025 and December 31, 2024 are as follows:

$ 10,000,000 August 9, 2017 Loan

3 unchanged sentences

$ 2,268,000 February 2025 Loan

Unamortized debt issuance cost

Current portion, related party

$ 17,500,000 May 2025 Loan

Unamortized debt issuance cost and debt discount

( 2,387,309 )

Current portion, shareholder

( 4,000,000 )

Current portion, other

1 unchanged sentence

( 7,725,272 )

Long-term portion, related party

Long-term portion, shareholder

Long-term portion, other

August 9, 2017 Loan:

On August 9, 2017, the Company entered into a

Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant to which Knight agreed to loan the Company an

additional $ 10 million.

The Loan Agreement includes customary representations,

warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, and to not

merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to the Company’s

business, and provided that the aggregate consideration to be paid does not exceed $ 100,000 and the acquired business guarantees the Company’s

obligations under the Loan Agreement) or make capital expenditures in excess of $ 500,000 .

The Loan Agreement also includes customary events

of default, including payment defaults, breaches of covenants, change of control and material adverse effect defaults.

Upon the occurrence

of an event of default and during the continuation thereof, the principal amount of all loans under the Loan Agreement will bear a default

interest rate of an additional 5 %.

The Company’s obligations and liabilities

under the Loan Agreement are secured and unconditionally guaranteed by certain of the Company’s wholly-owned subsidiaries as provided

in the Loan Agreement.

On July 7, 2022, the Company entered into a Fourth

Amendment Agreement (the “Fourth Amendment”) to the Amended and Restated Loan Agreement (the “Loan Agreement”)

with Knight Therapeutics (Barbados) Inc.

(“Knight”), pursuant to which Knight agreed to loan the Company an additional $ 2.0

million (the “Second Additional Loan”).

This $ 2.0 million Second Additional Loan (only) has a personal guarantee by a shareholder,

On September 30, 2023, the Company entered into

a Fifth Amendment Agreement (the “Fifth Amendment”) to the Loan Agreement with Knight, pursuant to which Knight agreed to

extend the maturity date of the Loan to March 31, 2024 .

The loan will bear interest at 15.5 % per annum compounding quarterly.

will pay Knight a closing fee of $ 1,000,000 and $ 150,000 as reimbursement for Knights legal fees incurred in connection with the Fifth

These have been accrued for during the year ended December 31, 2022 since this was earned upon renegotiation of the loan during

The Company has also paid Knight an extension fee of $ 136,000 per month from October 2023 through February 2024.

The Company amended the financial covenants in

the Fifth Amendment to as follows:

The Company will maintain a minimum EBITDA of $ 1,000,000 for the three (3) month period ending on the

last day of each Fiscal Quarter starting June 30, 2023.

The Company shall at all times maintain FOCUSfactor’s net sales on a trailing

twelve-month basis of at least $ 30,000,000 .

The Company recognized interest expense of $ 369,992

and $ 414,158 during the three months ended March 31, 2025 and 2024, respectively.

Accrued interest was $ 127,442 as of March 31, 2025.

During March 2024, the Company has entered into an Amended Agreement

with Knight Therapeutics for its existing secured debt, which was finalized in June 2024.

The consolidated loan will bear minimum interest

rate at 12 % per annum compounded quarterly and will be paid on the last day of each month.

The principal repayment was to begin in the

first quarter of 2025 with $ 1,000,000 due quarterly until March 31, 2026 when the loan becomes due in full.

The lender agreed to postpone

the payment due March 31, 2025 of $ 1,000,000 as the Company is in process of renegotiating this loan.

As part of this agreement the outstanding

royalties of $ 536,730 were converted to long term debt (see note 9).

The loan has been extended to a maturity date of March 31, 2026 .

Because these amendments were considered not substantive changes, the Company accounted for the modifications as modification of debt.

Minimum interest rate is subjected to the following

(i) Following an uncured event of default by Synergy,

the Interest Rate will increase by 5 %.

(ii) Synergy shall raise Five Million Dollars

($ 5,000,000 ) of equity no later than March 31, 2025.

Should Synergy fail to raise equity of Five Million Dollars ($ 5,000,000 ) by March

31, 2025, then (1) Knight will earn an additional fee of One Million Dollars ($ 1,000,000 ) which will be added to the principal balance

of the loan then outstanding and (2) the loan shall be considered to be in default.

Any equity raise shall not dilute Knight’s ownership

in Synergy below 10 % of fully diluted basis.

This loan shall be senior secured

against all current and future assets (cash, intellectual property, real property, etc.) of Synergy, its affiliates, and subsidiaries.

Synergy shall not add any other debt without paying out KTI first.

Bonus Success Fee:

Upon closing of a Sale

Transaction (hereinafter defined) of Synergy, KTI, shall be paid a $ 1,800,000 bonus success fee (“Bonus Success Fee”).

Transaction” shall include but is not limited to the acquisition of Synergy by a Third Party, the merger of Synergy with a Third

Party, or the partial or complete sale of any asset of Synergy.

The obligation of Synergy to KTI under the Bonus Success Fee shall survive

the Maturity Date and remain in force until a Sale Transaction.

As the sole exemption from the above defined Sale Transaction and Bonus

Success Fee, if Synergy or any of its brands completes an IPO on a publicly listed exchange, no such Bonus Success Fee will be due nor

payable by Synergy.

An IPO shall be defined as Synergy raising at least $ 10 million of cash through the issuance of equity at a $ 50 million

pre-money valuation.

The following covenants were

added or amended to the existing Loan with KTI:

(i) Jack Ross’s Synergy total annual compensation

(salary, bonus and options) shall be capped at $ 500,000 ;

until KTI’s loan is paid out or until such a time when Synergy is listed

on a publicly traded stock exchange at such time the compensation committee will determine the annual compensation and approve by the

Board of Directors.

(ii) Synergy shall maintain a minimum EBITDA of

US$ 1,250,000 for the three (3) month period ending on the last day of each Fiscal Quarter starting March 31, 2024.

(iii) Synergy shall provide KTI a quarterly and

annual operating budget for approval prior to implementation;

(iv) Synergy shall enter into a Shareholders Agreement

with KTI, by June 30, 2024;

which shall contain customary terms and conditions acceptable to all parties;

(v) This Loan becomes immediately due if Focus

Factor Net Revenues fall below a trailing 12-month net sales of $ 30 million.

Synergy shall provide KTI with monthly Net Revenues for Focus

(vi) Synergy is required to communicate to Knight

within 2 working days in the event it receives a notice of default from any third party for any debt payables or obligations.

default on any of its third-party debt obligations, then the Amended Loan will automatically enter into default.

(vii) Timely payment of royalties due to Knight.

(viii) Synergy shall repay and terminate Shopify

debt no later than December 31, 2024.

Other Loan Conditions:

In the event Synergy

does not repay the KTI in full on March 31, 2026, Jack Ross shall sell, for $ 1 , a total of 5,400,000 of his Synergy shares to KTI.

purchase of the Additional Shares is at Knight’s option and Jack Ross and KTI shall execute a Share Purchase Agreement prior to

April 30, 2024.

The value of the contingent guaranty is nominal as the probability of non-payment is remote.

As of both March 31, 2025 and December 31, 2024

the total consolidated amount outstanding on these loans, including accrued interest and royalties is $ 12,333,052 .

The Company is required to make future payments

August 9, 2017, the Company entered into a Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant

to which Knight agreed to loan the Company an additional $ 10 million.

Company recognized interest expense of $ 253,363 and $ 703,301 for the three months ended June 30, 2025 and 2024, respectively.

recognized interest expense of $ 623,355 and $ 1,117,459 during the six months ended June 30, 2025 and 2024, respectively.

During June 2024, the Company entered into Sixth

Amended Agreement with Knight Therapeutics Inc., a shareholder, to modify prior Agreements.

This modification consolidated outstanding

loans and extended the maturity dates of the loans to March 31, 2026.

On May 29, 2025, the Company satisfied $ 12,713,858

through a combination of (i) a $ 10,000,000 cash repayment, (ii) an early payment discount of $ 1,213,858 and (iii) a conversion of $ 1,500,000

into equity (the “Equity Conversion”).

On June 11, 2025 (the “Initial Exercise

Date”), the Company issued a pre-funded common stock purchase warrant (the “Pre-Funded Warrant”) to purchase up to 428,570

shares of common stock (each a “Warrant Share”), to Knight, in connection with the Equity Conversion.

The Pre-Funded Warrant

expires upon the earlier of the date the Pre-Funded Warrant is exercised in full, and June 11, 2026.

The aggregate exercise price of the

Pre-Funded Warrant, except for a nominal exercise price of $ 0.00001 per Warrant Share, was pre-funded to the Company on or prior to the

Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $ 0.00001 per Warrant Share)

shall be required to be paid by Knight to effect any exercise of the Pre-Funded Warrant.

The Pre-Funded Warrant may be exercised, in whole

or in part, by means of a “cashless exercise.” Pursuant to Section 2(f) of the Pre-Funded Warrant, the Pre-Funded Warrant

will be automatically exercised via “cashless exercise” upon the earlier of (i) June 11, 2026, or (ii) the closing of the

next sale of equity securities of the Company.

The Company relied upon the exemption from registration provided by Section 4(a)(2) of

the Securities Act for transactions by an issuer not involving a public offering to issue the Pre-Funded Warrant.

The Company valued 428,570

pre-funded warrants at $ 899,993 resulting in a gain to the Company of $ 1,813,865 upon settlement of this loan.

of June 30, 2025 and December 31, 2024 the total consolidated amount outstanding on these loans, including accrued interest and royalties

was $ 0 and $ 12,333,052 , respectively.

February 10, 2022 Loan:

On February 10, 2022, the Company entered into

a promissory note for $ 2,000,000 with an individual which was to be repaid with subsequent financing.

Subsequently and pursuant to the modification

agreement entered into on June 14 th , 2023, effective September 9, 2022, the promissory loan would bear all the same characteristics

as the additional $ 6,000,000 loan noted below.

On March 31, 2024, the Company entered into a Modification Agreement

in relation to this loan.

Effective March 31, 2024, the interest rate is 12 %, compounded quarterly.

Cash payments of interest shall be

made monthly, on the final day of each month commencing in April 2024.

The Company is required to make principal payments of $ 1,000,000

each quarter, starting from March 31, 2025 through December 31, 2025.

The lender agreed to postpone the payment due March 31, 2025 of

$ 1,000,000 as the Company is in process of renegotiating this loan.

The remaining principal and unpaid interest is fully due on March

In addition, a loan renegotiation fee of $ 500,000 shall be earned and payable on March 31, 2026 or at such time the loan is

paid in full.

Upon closing of a sale transaction, as defined in the agreement, a bonus success fee of $ 1,800,000 will be earned and payable.

An event of default, as defined in the agreement, will trigger a default interest rate increase by 5 % to 17 %.

An incentive fee of a maximum

of $ 563,092 will be paid, prorated if the loan is paid off early.

If the loan is not repaid by March 31, 2026, Jack Ross, majority shareholder

shall grant warrants covering 10 % of his stock struck at $ 0.01 per share.

The value of the contingent guaranty is nominal as the probability

of non-payment is remote.

There is a cross-default clause in the agreement which states that if Knight triggers an event of default on

its own loan facility, this loan will also be under default.

This Agreement consolidates this $ 2,000,000 loan and the $ 6,000,000 March

8, 2022 loan as detailed below.

The loan has been extended to a maturity date of March 31, 2026 .

Because these amendments were considered

not substantive changes, the Company accounted for the modifications as modification of debt.

The Company is required to make future payments

February 10, 2022, the Company entered into a promissory note for $ 2,000,000 with an individual which was to be repaid with subsequent

and pursuant to the modification agreement entered into on June 14 th , 2023, effective September 9, 2022, the promissory loan

would bear all the same characteristics as the additional $ 6,000,000 loan noted below.

March 8, 2022 Loans:

On March 8, 2022, the Company entered into Securities

Purchase Agreements with debenture holders for the Senior Subordinated Debentures in the amount of $ 6,000,000 with an original maturity

date of September 8, 2022 and warrants with a term of 3 years.

The Senior Subordinated Debentures were modified on June 14, 2023 in conjunction

with the promissory note.

Covenants pursuant to the loan were as follows:

The Company will maintain a minimum EBITDA of $ 1,000,000 for the three (3) month period ending on the last day of each Fiscal Quarter

starting June 30, 2023.

The Company shall at all times maintain FOCUSfactor’s net sales on a trailing twelve-month basis of at least

$ 30,000,000 .

The Company also agreed to pay $ 50,000 as reimbursement for the debenture holders legal fees incurred in connection with

the modification agreement.

These debentures were modified effective September

30, 2023 to the following terms:

Interest rate adjusted to 15.5 % compounded quarterly, effective September 9, 2022.

On March 31, 2024, the Company entered into a

Modification Agreement in relation to this loan, which consolidated it with the $ 2,000,000 February 10, 2022 loan above.

been extended to a maturity date of March 31, 2026.

Because these amendments were considered not substantive changes, the Company accounted

for the modifications as modification of debt.

March 8, 2022, the Company entered into Securities Purchase Agreements with debenture holders for the Senior Subordinated Debentures

in the amount of $ 6,000,000 with an original maturity date of September 8, 2022 and warrants with a term of 3 years.

The Senior Subordinated

Debentures were modified on June 14, 2023 in conjunction with the promissory note.

March 31, 2024, the Company entered into a Modification Agreement in relation to this loan, which consolidated it with the $ 2,000,000

February 10, 2022 loan above.

On May 30, 2025, the Company entered into a Subordination Agreement

in relation to this loan, whereby this loan becomes subordinated debt to the senior lender ( $ 17,500,000 May and June 2025 Loan) .

This loan may only be repaid based on certain conditions which must be met before payment can be made.

There is no maturity date on this

“Interest Payment Conditions” means

with respect to any payment of interest on any Sanders Note, the satisfaction of the following conditions:

(a) as of the date of any such interest payment

and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b) Liquidity (prior to and after giving effect

to such payment) shall not be less than $ 2,000,000 ;

and its Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment

(and, for the avoidance of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense),

shall be not less than 1.20 to 1.00;

(d) the Administrative Agent shall have received

a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable

detail) the calculation required thereby.

“Principal Payment Conditions” means

with respect to any payment or prepayment of principal on any Sanders Note, the satisfaction of the following conditions:

(a) as of the date of any such principal payment

and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b) Liquidity (prior to and after giving effect

to such payment) shall not be less than $ 4,000,000 ;

and its Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment

(and, for the avoidance of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense),

shall be not less than 1.20 to 1.00;

(d) the Consolidated Senior Net Leverage Ratio

of the Borrower and its Subsidiaries as of the end of such fiscal quarter of the Borrower ending on or most recently preceding the date

of such payment or prepayment was less than 2.75 to 1.00;

(e) such payment or prepayment is made using only

Net Cash Proceeds of an Equity Issuance which are not required to be applied as a mandatory prepayment pursuant to Section 2.5(c)(v) in

an amount not to exceed fifty percent ( 50 %) of such Net Cash Proceeds;

(f) the Administrative Agent shall have received

a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable

detail) the calculation required thereby.

On April 28, 2025, the Company entered into Assignment,

Assumption and Release Agreement with the holder to release Jack Ross (CEO of the Company) from the obligation to personally grant warrants

struck at $ 0.01 penny per share, covering 10 % of his stock to the lender for non-payment of principal amount plus loan renegotiation fees

by December 31, 2024.

The Company issued 441,178 shares valued at $ 847,062 to the lender for releasing Jack Ross (CEO) from this obligation.

December 28, 2023 Loan:

On December 28, 2023, the Company entered into

a confidential settlement agreement and mutual general release with a former supplier.

The loan bears interest at 5 % per annum and is

payable in full with the last payment.

This settlement resulted in a gain to the Company of $ 2,235,986 and is reflected as a reduction

of cost of sales (See Note 13).

During 2024, the Company made payments of $ 2,000,000

each toward this loan.

The outstanding loan balance at both March 31, 2025 and December 31, 2024 was $ 2,802,445 , including interest of

The Company is required to make future payments

December 28, 2023, the Company entered into a confidential settlement agreement and mutual general release with a former supplier.

loan bears interest at 5 % per annum and is payable in full with the last payment.

This settlement resulted in a gain to the Company of

$ 2,235,986 and is reflected as a reduction of cost of sales (See Note 13).

During 2025 and 2024, the Company made payments of $ 2,622,201 and $ 2,000,000 ,

respectively toward this loan.

During June 2025, the supplier agreed to a Payoff Letter re:

Settlement Agreement, resulting in a lesser

prepay amount resulting in a gain to the Company of $ 180,245 .

outstanding loan balance at June 30, 2025 and December 31, 2024 was $ 0 and $ 2,802,445 , respectively.

March 27, 2024 Loan:

On March 27, 2024, the Company entered into a

confidential settlement agreement and mutual general release with a supplier.

During 2025 and 2024, the Company made payments

of $ 560,412 and $ 700,000 toward this loan.

The outstanding loan balance at March 31, 2025 and December 31, 2024 was $ 1,760,412 and $ 2,320,824 ,

respectively.

The Company is required to make future payments

March 27, 2024, the Company entered into a confidential settlement agreement and mutual general release with a supplier.

2025 and 2024, the Company made payments of $ 760,412 and $ 700,000 toward this loan.

During June 2025, the supplier agreed to a Payoff

Settlement Agreement, resulting in a lesser prepay amount, resulting in a gain to the Company of $ 160,412 .

The outstanding

loan balance at June 30, 2025 and December 31, 2024 was $ 1,400,000 and $ 2,320,824 , respectively.

This was subsequently repaid in full.

Company is required to make future payments as follows:

May 1, 2024 Loan:

On May 1, 2024, the Company entered into a loan

agreement of $ 418,100 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 370,000 from Shopify Capital Inc.

May 1, 2024, the Company entered into a loan agreement of $ 418,100 with Shopify Capital Inc.

for an advancement of working capital from

its online processing account.

The Company received $ 370,000 from Shopify Capital Inc.

and $ 48,100 was an original issue discount.

The loan bears a repayment rate of 25 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 418,100 .

The Company recognized amortization of original

issue discount of $ 10,308 , which is included in interest expense in the statement of income during the three months ended March 31, 2025.

The outstanding loan balance at March 31, 2025 was $ 169,143 , net of unamortized original discount of $ 21,989 .

loan bears a repayment rate of 25% of daily sales.

Company recognized amortization of original issue discount of $ 21,989 and $ 32,297 which is included in interest expense in the statement

of income during the three and six months ended June 30, 2025, respectively.

outstanding loan balance at June 30, 2025 and December 31, 2024 was $ 0 and $ 280,732 , respectively.

May 22, 2024 Loan:

May 22, 2024, the Company entered into a loan agreement of $ 118,650 with Shopify Capital Inc.

for an advancement of working capital

from its online processing account.

The Company received $ 105,000 from Shopify Capital Inc.

and $ 13,650 was an original issue

The loan bears a repayment rate of 25 % of daily sales.

payment of such amounts is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement,

which will be released upon receipt of total payments of $ 118,650 .

Company recognized amortization of original issue discount of $ 2,135 and $ 1,464 , which is included in interest expense in the statement

of income during the six months ended June 30, 2025 and 2024, respectively.

The outstanding loan balance at June 30, 2025 and December

31, 2024 was $ 0 and $ 16,425 , net of unamortized original issue discount of $ 2,135 , respectively.

December 5, 2024 Loan:

On December 5, 2024, the Company entered into

a cash advance agreement of $ 800,000 with Cedar Advance LLC for an advancement of working capital.

The Company received $ 760,000 and

recorded $ 40,000 as interest expense.

The loan bears a repayment rate of $ 41,100 per week.

In conjunction with the advance,

the Company issued 18,000 shares of common stock to the consultant who facilitated the facility and thus recognized $ 97,920 as

interest expense.

The Company recognized total interest expense

of $ 136,000 during the year ended December 31, 2024.

The outstanding loan balance at December 31, 2024 was $ 0 .

December 5, 2024, the Company entered into a cash advance agreement of $ 800,000 with Cedar Advance LLC for an advancement of working

The Company received $ 760,000 and recorded $ 40,000 as interest expense.

The loan bears a repayment rate of $ 41,100 per

In conjunction with the advance, the Company issued 18,000 shares of common stock to the consultant who facilitated the

facility and thus recognized $ 97,920 as interest expense.

Company recognized total interest expense of $ 136,000 during the year ended December 31, 2024.

The outstanding loan balance at December

31, 2024 was $ 0 .

February 2025 Loan:

On January 29, 2025, the Company entered into

a cash advance agreement of $ 2,268,000 with Cedar Advance LLC for an advancement of working capital.

The Company received $ 1,496,250 and

recorded $ 771,750 as original issue discount.

The loan bears a repayment rate of $ 81,000 per week with a total payment of $ 2,268,000 .

In conjunction with the advance, the Company issued 30,360 shares of common stock to the consultant who facilitated the facility

and thus recognized $ 117,648 as financing cost.

The Company recognized total interest expense of $ 394,398 during

the three months ended March 31, 2025.

The outstanding loan balance at March 31, 2025 was $ 1,125,000 , net of unamortized debt discount

and financing costs of $ 495,000 .

Note 12 – Stockholders’ Equity

The total number of shares of all classes of

capital stock which the Company is authorized to issue is 300,000,000 shares of common stock with $ 0.00001 par value.

On October 22, 2024, the Company’s registration statement on Form S-1 (File No.

333-282780), as amended (the “Registration

Statement”), was declared effective by the SEC for the Company’s underwritten initial public offering in which the Company

sold a total of 1,150,000 shares of its common stock, par value $ 0.00001 per share, at price to the public of $ 9.00 per

share, for gross proceeds of $ 10,350,000 .

Roth Capital Partners, LLC acted as representative of the underwriters for the offering.

The offering closed on October 24, 2024 (the

“initial public offering”).

Following the sale of all the shares upon the closing of the initial public offering and the

expiration of the over-allotment option, the offering terminated.

The Company received net proceeds of approximately

$ 8.4 million after deducting underwriting discounts and commissions and offering expenses.

No payments for such expenses were

made directly or indirectly to (i) any of the Company’s officers or directors or their associates, (ii) any persons

owning 10 % or more of any class of the Company’s equity securities, or (iii) any of the Company’s affiliates.

has been no material change in the planned use of proceeds from the initial public offering as described in the Registration

The Company issued warrants to purchase 103,500 shares

to the underwriter as part of the initial public offering transaction with an expiration date of (i) the third (3rd) anniversary of the

Exercisability Date for 25 % of the Warrant, (ii) the fourth anniversary of the Exercisability Date for 25 % of the Warrant and (iii) the

fifth (5th) anniversary of the Exercisability Date for 50 % of the Warrant.

The Company determined the fair value of the warrants of $ 490,443 during

the year ended December 31, 2024 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair value of the Company’s common stock of $ 9.01 , risk-free interest rates of 4.02 %- 4.03 %, volatility of 69 %- 76 %,

expected term of 3 - 5 years and dividend yield of 0 %.

During 2025 and 2024 the Company issued 30,360

and 18,000 shares, respectively, to a consultant who facilitated a cash advance facility (Note 11).

As of March 31, 2025 and December 31, 2024, there

were 8,752,178 and 8,721,818 shares issued, respectively, and 8,572,105 and 8,541,745 shares outstanding,

respectively.

Note 13 – Commitments and Contingencies

From time to time the Company may become a party

to litigation in the normal course of business.

Management believes that there are no current legal matters that would have a material

effect on the Company’s financial position or results of operations.

In August 2022, the Company filed a lawsuit in

the Superior Court of Maine against one of its contract manufacturers, bringing several claims arising out of allegations that the contract

manufacturer’s failure to timely produce and delivery the Company’s products in 2020 and 2021 damaged the Company’s

The contract manufacturer brought counterclaims demanding payment in full for its manufacture of these products.

was moved to federal court and remains pending in the United States District Court for the District of Maine, Synergy CHC Corp.

HVL, LLC d/b/a Atrium Innovations, Case No.

2:22-cv-00301-JAW (D.

The case was settled during December 2023, resulting in a net

gain to the company of $ 2,235,986 , reflected as a reduction of cost of sales, and a loan payable of $ 5,450,000 (see Note 11).

Synergy CHC Corp.

, 4:23-cv-691;

United States District Court for the Eastern District of Texas, Sherman

On July 28, 2023, L.O.D.C.

Group (“LODC”) asserted claims of over $ 1,000,000 against Synergy for breach

of contract arising from their alleged failure to comply with contracts related to the delivery of hand sanitizer.

Synergy denies

all allegations and believes Synergy is the aggrieved party in the relationship between Synergy and LODC and Synergy has filed a counterclaim.

The case was settled during April 2024 by way of a confidential settlement agreement and mutual release, the settlement of the

claim has been accounted for and reported as a charge to operations for the year ended December 31, 2023 .

During May 2024, the Company paid in full the settlement to LODC.

Note 14 – Stock Options and Warrants

The following table summarizes the options outstanding,

option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under

a stock option plan at March 31, 2025:

January 29, 2025, the Company entered into a cash advance agreement of $ 2,268,000 with Cedar Advance LLC for an advancement of working

The Company received $ 1,496,250 and recorded $ 771,750 as original issue discount.

The loan bears a repayment rate

of $ 81,000 per week with a total payment of $ 2,268,000 .

In conjunction with the advance, the Company issued 30,360 shares

of common stock to the consultant who facilitated the facility and thus recognized $ 117,648 as financing cost.

Company recognized total interest expense of $ 422,857 and $ 817,255 and during the three and six months ended June 30, 2025, respectively.

The outstanding loan balance at June 30, 2025 was $ 494,857 , net of unamortized debt discount and financing costs of $ 72,143 .

May 2025 Loan:

On May 30, 2025, Synergy CHC Corp.

(the “Company”)

entered into a term loan credit agreement (the “Credit Agreement”) with ACP Agency, LLC (“ACP”).

The Credit Agreement

consists of a $ 15.0 million term loan (the “Term Loan”), up to $ 2.5 million in a committed delayed draw facility (the “Delayed

Draw Facility”), and up to $ 2.5 million in an uncommitted term loan incremental facility (the “Incremental Facility”),

which facilities are secured by all of the assets of the Company and certain of its subsidiaries;

including, without limitation, a pledge

of the Company’s equity interests in its subsidiaries and their respective rights to intellectual property.

Further, the obligations

of the Company under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries.

The proceeds of the Term Loan

are to be used to repay existing indebtedness of the Company, pay related fees and transaction costs, and provide working capital to the

The proceeds of the Delayed Draw Facility are to be used to pay off all indebtedness owed by the Company pursuant to certain

settlement agreements.

All capitalized words used but not defined herein have the meanings assigned in the Credit Agreement.

The Credit Agreement has customary representations,

warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and

similar covenants and contains customary events of default.

The Credit Agreement also contains covenants requiring the Company and its

subsidiaries to maintain a maximum (x) consolidated senior net leverage ratio of (i) 3.25:1.00 for the quarter ending September 30, 2025,

(ii) 3.25:1.00 for the quarter ending December 31, 2025, (iii) 3.00:1.00 for the quarter ending March 31, 2026, (iv) 2.75:1.00 for the

quarter ending June 30, 2026, (v) 2.75:1.00 for the quarter ending September 30, 2026, and (vi) 2.50:1.00 for the quarter ending December

31, 2026 and each fiscal quarter ended thereafter and (y) a fixed charge coverage ratio of 1.20 for the quarter ending September 30, 2025

and each fiscal quarter ended thereafter.

Of the Term Loan, $ 175,000 is subject to repayment

on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026 and the remaining balance is to be repaid in the amount of

$ 350,000 beginning January 1, 2027 and the first day of each quarter thereafter.

The Term Loan bears interest at a rate equal to the Term

SOFR rate plus 8.50%.

The Delayed Draw Facility and Incremental Facility, if applicable, shall bear interest following any advance of

proceed thereunder, at a rate of either (x) (i) Term SOFR rate plus (ii) 8.5%, or (y) (i) a reference rate equal to the greater of (a)

6.0% per annum, (b) the federal funds rate plus 0.50% per annum, (c) the Term SOFR rate plus 1% per annum, and (d) the rate last quoted

by The Wall Street Journal as the “Prime Rate” in the United States, plus (ii) 7.50%.

The Company received $ 15,000,000 in May 2025 on the initial draw and

$ 2,500,000 in June 2025 on a delayed draw.

The proceeds of the loan were used to pay out existing debt.

The Company recorded $ 2,355,914

as original debt discount.

The Company recognized $ 40,748 as amortization during the period.

The unamortized balance amounts to $ 2,315,166

at June 30, 2025.

note bears interest at Term SOFR rate, plus 8.5 %, currently 12.83 % per annum, and matures on May 30, 2029 .

Company recognized interest expense of $ 186,047 during the three months ended June 30, 2025.

Company is required to make future payments as follows:

Note 12 – Stockholders’ Deficit

total number of shares of all classes of capital stock which the Company is authorized to issue is 300,000,000 shares of common stock

with $ 0.00001 par value.

2025 and 2024 the Company issued 30,360 and 18,000 shares, respectively, to a consultant who facilitated a cash advance facility

During 2025, the Company issued 428,570 pre-funded

warrants to a Knight as a partial settlement of debt.

These warrants were fully exercised during the six months ended June 30, 2025.

During 2025, the Company issued 441,178 shares valued at $ 847,062 in

conjunction with an assignment, assumption and release agreement with a note holder (see Note 11).

of June 30, 2025 and December 31, 2024, there were 9,621,926 and 8,721,818 shares issued, respectively, and 9,441,853 and 8,541,745

shares outstanding, respectively.

– Commitments and Contingencies

time to time the Company may become a party to litigation in the normal course of business.

Management believes that there are no current

legal matters that would have a material effect on the Company’s financial position or results of operations.

14 – Stock Options and Warrants

following table summarizes the options outstanding, option exercisability and the related prices for the shares of the Company’s

common stock issued to employees and consultants under a stock option plan at June 30, 2025:

Options Outstanding Options Exercisable

5 unchanged sentences

$ 2.98 - 7.74 252,102 0.46 $ 6.15 252,102 $ 6.15

The stock option activity for the three months

ended March 31, 2025 is as follows:

Weighted Average

stock option activity for the six months ended June 30, 2025 is as follows:

Exercise Price

1 unchanged sentence

Expired or canceled

Outstanding at March 31, 2025

Stock-based compensation expense related to vested

options was $ 0 during both the three months ended March 31, 2025 and 2024.

Stock options outstanding as of March 31, 2025, as disclosed

in the above table, have an intrinsic value of $ 0 .

The following table summarizes the changes in

warrants outstanding and the related prices for the shares of the Company’s common stock issued to the underwriter in conjunction

with the initial public offering at March 31, 2025:

Outstanding at June 30, 2025

compensation expense related to vested options was $ 0 during both the six months ended June 30, 2025 and 2024.

Stock options outstanding

as of June 30, 2025, as disclosed in the above table, have an intrinsic value of $ 0 .

The following table summarizes the changes in warrants outstanding

and the related prices for the shares of the Company’s common stock issued at June 30, 2025:

Warrants Outstanding Warrants Exercisable

5 unchanged sentences

$ 11.70 103,500 3.57 $ 11.70 103,500 $ 11.70

The warrant activity for the three months ended

March 31, 2025 is as follows:

Weighted Average

warrant activity for the six months ended June 30, 2025 is as follows:

Exercise Price

1 unchanged sentence

Expired or canceled

Outstanding at March 31, 2025

Stock warrants outstanding as of March 31, 2025,

as disclosed in the above table, have an intrinsic value of $ 0 .

Note 15 – Segments

Segment identification and selection is consistent

with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to

evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with

that structure.

Based on the Company’s management structure and method of internal reporting, the Company has one operating

Outstanding at June 30, 2025

warrants outstanding as of June 30, 2025, as disclosed in the above table, have an intrinsic value of $ 0 .

During June 2025, the Company issued 428,570 warrants valued at $ 899,993

to settle a loan payable to a shareholder.

The Company determined the value of the warrants using the Black-Scholes fair value option-pricing

model with the following weighted average assumptions:

estimated fair value of the Company’s common stock of $ 2.10 , risk-free interest

rate of 4.30 %, volatility of 97 %, expected term of 0.1 years and dividend yield of 0 %.

15 – Segments

identification and selection is consistent with the management structure used by the Company’s chief executive officer who is the

Chief Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality

of financial results consistent with that structure.

Based on the Company’s management structure and method of internal reporting,

the Company has one operating segment.

The Company derives its revenue from the sale of nutraceuticals.

The accounting policies of the segment are the same as those

described in the summary of significant accounting policies.

The chief operating decision maker assesses performance for the segment and

decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income.

of segment assets is reported on the balance sheet as total consolidated assets.

Significant segment expenses include retailer promotions,

freight and fulfillment, marketing and salaries.

The Company’s CODM reviews financial information presented and decides how to allocate

resources based on net income.

The accounting policies

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

The chief operating decision maker

assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement

as consolidated net income.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

segment expenses include retailer promotions, freight and fulfillment, marketing and salaries.

The Company’s CODM reviews financial

information presented and decides how to allocate resources based on net income.

The Company does have any intra-entity sales or transfers.

The Company’s CODM does not review operating

results on a disaggregated basis;

rather, the chief operating decision maker reviews operating results on an aggregated basis.

Net sales attributed to customers in the United

States and foreign countries for the three months ended March 31, 2025 and 2024 were as follows:

March 31, 2025

March 31, 2024

The Company’s CODM does not review operating results on a disaggregated basis;

rather, the chief operating decision maker reviews

operating results on an aggregated basis.

sales attributed to customers in the United States and foreign countries for the three months ended June 30, 2025 and 2024 were as follows:

United States

Foreign countries

Foreign country sales primarily consist of sales

The Company’s net sales by product group

for the three months ended March 31, 2025 and 2024 were as follows:

March 31, 2025

March 31, 2024

country sales primarily consist of sales in Canada.

Company’s net sales by product group for the three months ended June 30, 2025 and 2024 were as follows:

Nutraceuticals

License Revenue

Consumer Goods

The Company’s net sales by major sales channel

for the three months ended March 31, 2025 and 2024 were as follows:

March 31, 2025

March 31, 2024

The Company’s significant segment expenses

for the three months ended March 31, 2025 and 2024 were as follows:

Company’s net sales by major sales channel for the three months ended June 30, 2025 and 2024 were as follows:

Company’s significant segment expenses for the three months ended June 30, 2025 and 2024 were as follows:

Retailer promotions

6 unchanged sentences

Other general and administrative expenses

Long-lived assets (net) attributable to operations

in the United States and foreign countries as of March 31, 2025 and December 31, 2024 were as follows:

March 31, 2025

sales attributed to customers in the United States and foreign countries for the six months ended June 30, 2025 and 2024 were as follows:

United States

Foreign countries

Note 16 – Subsequent Events

Management evaluated all activities of the Company

through the issuance date of the Company’s unaudited condensed consolidated financial statements and concluded that except as noted

below, no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial

Subsequent to March 31, 2025, the Company has

repaid $ 387,115 of principal and $ 222,861 of interest.

Subsequent to March 31, 2025 the Company has entered

into a supplier agreement with an entity to deliver its finished goods to the Company's customers.

Subsequent to March 31, 2025 the Company has issued 442,005 shares

of common stock to noteholders as part of an assignment, assumption and release agreement whereby the Company issued shares of common

stock in lieu of issuing warrants to the noteholders.

On April 16, 2025, the Board of Directors met

to set the 2025 Annual Meeting Date of June 18, 2025.

At the Annual Meeting, we will ask stockholders to (i) elect five (5) persons

to our board of directors (Proposal 1), (ii) ratify the appointment of RBSM LLP as the Company’s independent auditors

for our fiscal year ending December 31, 2025 (Proposal 2), (iii) approve a proposed amendment to the Synergy CHC Corp.

2024 Equity Incentive Plan (the “2024 Plan”) to increase the aggregate number of shares of our common stock, par value $ 0.00001

per share (the “Common Stock”), available for issuance under the 2024 Plan to 2,252,102 shares of Common Stock (Proposal 3),

(iv) approve an amendment to the Articles of Incorporation to provide authority to issue up to 1,000,000 shares of preferred

stock (Proposal 4) and (v) transact such other business as may properly come before the Annual Meeting or any postponement or

adjournment thereof.

On May 2, 2025, the Company has established a

wholly owned subsidiary in Mexico.

country sales primarily consist of sales in Canada.

Company’s net sales by product group for the six months ended June 30, 2025 and 2024 were as follows:

Nutraceuticals

License Revenue

Company’s net sales by major sales channel for the six months ended June 30, 2025 and 2024 were as follows:

Company’s significant segment expenses for the six months ended June 30, 2025 and 2024 were as follows:

Retailer promotions

Freight and fulfillment

Online marketing

Salaries and benefits, marketing

Other selling and marketing

Salaries and benefits, non-marketing

Professional fees

Other general and administrative expenses

assets (net) attributable to operations in the United States and foreign countries as of June 30, 2025 and December 31, 2024 were as

United States

Foreign countries

16 – Subsequent Events

evaluated all activities of the Company through the issuance date of the Company’s unaudited condensed consolidated financial statements

and concluded that except as noted below, no subsequent events have occurred that would require adjustment or disclosure into the unaudited

condensed consolidated financial statements.

Subsequent to June 30, 2025, the Company has repaid

$ 1,400,000 of principal on the March 27, 2024 loan, $ 416,614 of principal and $ 69,386 of interest on the February 2025 loan, $ 92,942 of

interest on the March 8, 2022 loan and $ 379,371 of interest on the May 2025 loan.

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

What changed 10-Q

Item 1. Financial Statements