What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-01 compared with 2025-03-31 · 239 added, 267 removed, 477 unchanged (51% of the section changed)

5 unchanged sentences

Our current brand portfolio consists of two marquee brands, FOCUSfactor, a clinically-tested brain

health supplement (this study was performed independently and is not related to any FDA-approved IND application) that has been shown

to improve memory, concentration and focus, and Flat Tummy, a lifestyle and wellness brand that provides a suite of nutritional products

to help women achieve their nutrition and weight management goals.

Our products are sold through some of the nation’s leading club,

mass drug, and other retailers such as Costco, Amazon.com, Walmart, Walgreens, CVS, The Vitamin Shoppe, Target.com, H-E-B, Meijer, and

Additionally, we have expanded into Canada and the United Kingdom.

We built our brand portfolio through strategic acquisitions.

the FOCUSfactor brand in January 2015 for cash consideration of $6.0 million, including an earnout.

In November 2015, we

acquired our second marquee brand, Flat Tummy, for AUD $10.0 million (or approximately $7.0 million), using a mix of cash and

Our capital structure following the acquisitions of our key brands in 2015 has been highly levered, and our focus has been on paying

our debt and, as a result, we do not have the resources to grow our business.

We have grown our FOCUSfactor brand from 3 SKUs at acquisition

to over 34 SKUs, and our Flat Tummy Brand from 1 SKU to 13 SKUs.

Our growth from 2022 to the present was driven by expanded distribution

of our FOCUSfactor product line to some of our major retailers, such as Costco, CVS and Walmart, among others.

This expansion included

SKUs within our FOCUSfactor vision line as well as focus and energy Ready-to-Drink (RTD).

health supplement (this study was performed independently and is not related to any U.S.

Food and Drug Administration (“FDA”)

-approved investigational new drug (IND) application) that has been shown to improve memory, concentration and focus, and Flat Tummy,

a lifestyle and wellness brand that provides a suite of nutritional products to help women achieve their nutrition and weight management

Collectively, these brands are referred to as nutraceuticals.

Our products are sold through some of the nation’s leading

club, mass drug, and other retailers such as Costco, Amazon.com, Walmart, Walgreens, BJ’s, and The Vitamin Shoppe.

Additionally,

we have expanded into Canada and Mexico.

We built our brand portfolio

through strategic acquisitions.

We acquired the FOCUSfactor brand in January 2015 for cash consideration of $6.0 million, including

In November 2015, we acquired our second marquee brand, Flat Tummy, for AUD 10.0 million (approximately $7.0 million),

using a mix of cash and stock.

Our capital structure following the acquisitions of our key brands in 2015 has been highly levered, and

our focus has been on paying our debt and, as a result, we do not have the resources to grow our business.

We have grown our FOCUSfactor

brand from 3 SKUs at acquisition to over 34 SKUs, and our Flat Tummy Brand from 1 SKU to 13 SKUs.

We use the term SKU, or stock-keeping

unit, to refer to a product with a unique UPC (Universal Product Code), which is the barcode used to identify products.

We intend to accelerate the

growth of both our FOCUSfactor supplements and FOCUSfactor energy RTD products.

Our asset-light business model, in which we partner

with third-party manufacturers to produce our brand offerings, allows us to scale quickly and profitably while satisfying growing

growth of both our FOCUSfactor supplements and FOCUSfactor energy Ready To Drink (RTD) products.

Our asset-light business model, in which

we partner with third-party manufacturers to produce our brand offerings, allows us to scale quickly and profitably while satisfying growing

Our flagship brand, FOCUSfactor, is a brain health nutritional supplement

5 unchanged sentences

Our FOCUSfactor brand consists of over 34 SKUs and is sold primarily through leading retailers in the United States,

including Costco, Walmart, Amazon.com, Walgreens, CVS, Meijer, and Albertson’s, in addition to selling direct to consumer through

including Costco, Amazon.com, Walmart, Walgreens, BJ’s, and The Vitamin Shoppe, in addition to selling direct to consumer through

the FOCUSfactor website.

Across three of our key partners, we have increased the number of SKUs sold through the retailer from the single

SKU available at the beginning of our relationships, which began in 2015 and 2016.

In addition, we have increased our presence in retail

locations for these key partners, resulting in a significant increase in points of distribution, being the number of SKUs multiplied by

the number of retail locations for each retailer.

We have also expanded the brand internationally into Canada (2020), the United Kingdom

(2023) and we anticipate being in Taiwan and Mexico during 2025 and in Australia and Asia in the first quarter of 2026.

FOCUSfactor has expanded into

the beverage market with its focus plus energy RTD.

According to Zion Research in January 2024, the beverage market is a large ($176 billion

in 2022) and growing (projected 8.6% CAGR covering eight years from 2022 through 2030) market with an expanding range of functional benefits

such as energy, hydration, cognition/focus, weight loss, gut health and immunity.

Examples such as Celsius and Beyond Raw offer dual-benefit products

that deliver fat burning plus energy while C4 Smart Energy and FocusAid deliver focus plus energy.

Additionally, consumers are looking

for not only refreshing drinks but health perks such as zero sugar and low-calorie drinks.

This consumer shift in preferences towards

more functional benefits can be seen in the evolution of the energy RTD category where originally competitors like Red Bull and Monster

delivered conventional energy, then the category offered more performance energy products with added vitamins and amino acids in products

such as Reign and C4 Performance to products with more natural energy characteristics and then to the dual-benefit energy products

that we see today.

SKU available at the beginning of our relationships in 2015 and 2016.

In addition, we have increased our presence in retail locations

for these key partners, resulting in a significant increase in points of distribution, defined as the number of SKUs multiplied by the

number of retail locations for each retailer.

We have also expanded the brand internationally into Canada (2020) and Mexico (2025).

FOCUSfactor has expanded

into the beverage market with its focus plus energy RTD.

According to Zion Research in January 2024, the global beverage market is

large ($176 billion in 2022) and growing (projected 8.6% CAGR covering eight years from 2022 through 2030) with an expanding range

of functional benefits such as energy, hydration, cognition/focus, weight loss, gut health and immunity.

Examples such as Celsius and

Beyond Raw offer dual-benefit products that deliver fat burning plus energy while C4 Smart Energy and FocusAid deliver focus plus

Additionally, consumers are looking for not only refreshing drinks but health perks such as zero sugar and low-calorie drinks.

This consumer shift in preferences towards more functional benefits can be seen in the evolution of the energy RTD category where originally

competitors like Red Bull and Monster delivered conventional energy, then the category offered more performance energy products with added

vitamins and amino acids in products such as Reign and C4 Performance to products with more natural energy characteristics and then to

the dual-benefit energy products that we see today.

FOCUSfactor is well-positioned to

14 unchanged sentences

FOCUSfactor is looking to attract both existing

consumers of supplement products (typically age 50+) to RTDs as well as a younger demographic (age 18-49).

consumers of supplement products (typically customers over age 50) to RTDs as well as a younger demographic (aged 18-49).

FOCUSfactor has successfully

1 unchanged sentence

From March 2023 through August 2023, FOCUSfactor

conducted a 5-month trial of its RTD products in 44 clubs of a warehouse club retailer throughout Texas with sales ranging from $550

conducted a five-month trial of its RTD products in 44 clubs of a warehouse club retailer throughout Texas with sales ranging from

$550 per club per week to $2,382 per club per week.

From April 2024 through July 2024, a second pilot was successfully completed at a major

Canadian club retailer throughout Canada with results ranging from C$378 per club per week to C$2,206 per club per week.

Our second marquee brand, Flat

Tummy, consists of a range of lifestyle and wellness products and accessories including tea, shakes, lollipops, supplements, apparel,

From April 2024 through July 2024, a second pilot was successfully completed at a

major Canadian club retailer throughout Canada with results ranging from C$378 per club per week to C$2,206 per club per week.

Our second marquee brand,

Flat Tummy, consists of a range of lifestyle and wellness products and accessories including tea, shakes, lollipops, supplements, apparel,

and exercise accessories.

6 unchanged sentences

non-core brands.

These developing brands are:

● Hand MD — complete hand care brand to help

maintain clean and healthy hands while reducing the signs of aging.

● Perfekt Beauty — beauty line of products

for the eyes, lips, brows, cheeks and skin.

● Sneaky Vaunt — a lingerie brand with a line

of women’s shapewear, bralettes and panties.

● The Queen Pegasus — eyelash enhancement products

for longer, thicker, natural lashes.

● Neuragen — fast-acting topical treatments

for neuropathic (nerve) pain.

● UrgentRx — line of fast-acting, portable,

powdered over-the-counter medications.

While we may elect to promote

these brands and commercialize their products in the future, we have prioritized our key brands, FOCUSfactor and Flat Tummy, and management

is focused on the growth of these core products.

While we may elect to promote these brands and commercialize their products in the future, we have prioritized our

key brands, FOCUSfactor and Flat Tummy, and management is focused on the growth of these core products.

Our Competitive Strengths

11 unchanged sentences

The brain health segment is slated to grow

at 8% per year in the United States and 13% per year globally, according to Grand View Research.

We believe our focus on lifestyle

products has also benefited from the growth and prevalence of social media.

at 8% per year in the United States and 13% per year globally through 2030, according to Grand View Research.

We believe our focus

on lifestyle products has also benefited from the growth and prevalence of social media.

Results Backed by Independent Study for

12 unchanged sentences

has been placed in premier retailers.

See ” — FOCUSfactor Study ” for additional information.

This controlled study was conducted in healthy male and female subjects between the ages of 18 and

65 who were randomized in a control group and a placebo group.

Subjects were compensated for their participation.

See “ — FOCUSfactor

Study ” for additional information.

Experienced Management Team with Proven

Track Record of Value Creation

Our executive team has a combined

90 years of experience in consumer marketing and distribution and has been instrumental in acquiring and building our core brands.

Management has exercised strong financial discipline in its acquisition strategy, with a focus on acquiring brands at attractive valuations.

Our executive team has a

combined 90 years of experience in consumer marketing and distribution and has been instrumental in acquiring and building our core

Management has exercised strong financial discipline in its acquisition strategy, with a focus on acquiring brands at attractive

For example, we acquired FOCUSfactor for approximately 3x trailing EBITDA.

Management’s philosophy is to acquire promising brands

that fit within our health, beauty and lifestyle offerings, and apply our marketing and distribution strategies to develop brands to their

full potential.

We believe we are adept at identifying promising opportunities that build out and complement our core brand portfolio.

Management’s philosophy is to acquire

promising brands that fit within our health, beauty and lifestyle offerings, and apply our marketing and distribution strategies to develop

brands to their full potential.

We believe we are adept at identifying promising opportunities that build out and complement our core

brand portfolio.

Premier Retail Partners

Our premier retail partners

include Costco, BJ’s Wholesale Club, Walmart, Amazon.com, Publix, Meijer, Albertson’s, CVS, Walgreens and others.

sell products to these partners under their standard arrangements, which do not include a term or duration as sales under each vendor

agreement are generally made on a purchase order basis.

Our partners provide a platform to expand the breadth of our current offerings

through product line extensions and new product innovation.

We continue to introduce new SKUs to our current retail partners, such as

the addition of FOCUSfactor RTDs and vision products to our membership club and other channels.

Additionally, the international footprint

of certain of our various retail partners facilitates our geographic expansion plans.

include Costco, Amazon.com, Walmart, Walgreens, BJ’s, and The Vitamin Shoppe and others.

We sell products to these partners

under their standard arrangements, which do not include a term or duration as sales under each vendor agreement are generally made on

a purchase order basis.

Our partners provide a platform to expand the breadth of our current offerings through product line extensions

and new product innovation.

We continue to introduce new SKUs to our current retail partners, such as the addition of FOCUSfactor RTDs

and vision products to these retail partners and other channels.

Additionally, the international footprint of certain of our various retail

partners facilitates our geographic expansion plans.

Scalable and Flexible Asset-Light Model

7 unchanged sentences

Our Growth Strategy

We intend to drive growth and

increased profitability in our business through these key elements of our strategy:

We intend to drive growth

and increased profitability in our business through these key elements of our strategy:

Broaden Media Advertising Strategy

6 unchanged sentences

we focus on pushing additional SKUs within our retail sales partner network to continue to build brand awareness and increase reach for

We also plan to invest in online marketing to promote all of our brands, including social media and influencer driven marketing.

We also plan to continue to invest in online marketing to promote all of our brands, including social media and influencer

driven marketing.

We have also experienced significant growth through our increased distribution, which we continue to drive forward.

8 unchanged sentences

to Expand the Reach of Our Products

We have established distribution

relationships with premier retail partners, including Costco, Walmart, Amazon.com, Walgreens, CVS, The Vitamin Shoppe, Target.com, H-E-B,

Meijer, and Albertson’s.

Based on the success of our products with these leading retail partners, we believe that we are well positioned

to add new retailers that will enhance our distribution footprint.

We believe we have expansion opportunities with food retailers, including

those focused on health foods.

We intend to introduce three to five new SKUs across potential retailers, which would potentially result

in the addition of approximately 50,000 points of distribution.

Based on the success of our

products with our established leading retail partners, we believe that we are well positioned to add new retailers that will enhance our

distribution footprint.

We believe we have expansion opportunities with food retailers, including those focused on health foods.

Diversify Our Geographic Presence through

Entry into New Markets

We seek to accelerate our sales

growth by expanding and further diversifying our geographic footprint.

Our goal is to increase our net revenues generated from new markets.

As we target new international markets, our strategy is to develop highly competitive and differentiated products that are produced in-country for

ease of entry, with support from our regulatory group and an in-country regulatory consultant to help expedite the approval process.

In the United Kingdom, where we have distribution with Costco and Holland & Barrett, we have established relationships with manufacturers

who began producing FOCUSfactor in-country in December 2021.

We currently plan to enter the Taiwan and Mexico markets during

2025 and in Australia and Asia in the first quarter of 2026, initially with FOCUSfactor, then followed by Flat Tummy.

In Mexico, we have

identified local manufacturers and will begin connecting with retailers in Mexico in 2025.

We then plan to expand our brands into Australia

(where we have TGA approval for our FOCUSfactor products) and Asian markets in 2026.

In addition, we are developing our marketing plans

in compliance with applicable laws, and are initiating retailer meetings as we seek to gain distribution across these new retail markets.

We seek to accelerate our

sales growth by expanding and further diversifying our geographic footprint.

For the year ended

December 31, 2025, substantially all of our revenue was generated within North Ameri ca.

Our goal is to increase our revenues

generated from new markets.

As we target new international markets, our strategy is to develop highly competitive and differentiated products

that are produced in-country for ease of entry, with support from our regulatory group and an in-country regulatory consultant

to help expedite the approval process.

We entered the Mexico market in the fourth quarter of 2025 and plan to enter Taiwan and Asia in

2026, initially with FOCUSfactor, followed by Flat Tummy.

We then plan to expand our brands into Australia (where we have Therapeutic

Goods Administration (“TGA”) approval for our FOCUSfactor products).

In addition, we are developing our marketing plans in

compliance with applicable law and are initiating retailer meetings as we seek to gain distribution across these new retail markets.

Use Innovative Strategies to Boost Consumer

We have made investments in

promoting an app for Flat Tummy and view this as a key aspect of growing our customer base and maintaining high levels of engagement.

We have made investments

in promoting an app for Flat Tummy and view this as a key aspect of growing our customer base and maintaining high levels of engagement.

We have also focused on developing our social media presence, in particular through Instagram, in order to foster and grow our relationship

13 unchanged sentences

becomes even more efficient at driving sales velocity.

This is evidenced by our expanded

FOCUSfactor product line, including focus and energy Ready-to-Drink (RTD) and liquid shots that are marketed to a younger adult audience.

In 2023, we successfully launched an RTD pilot program in the United States through a major retailer.

Additionally, in the second

quarter of 2024, we launched three core FOCUSfactor focus and energy RTD products in Canada.

In 2025, we plan to introduce an additional

FOCUSfactor supplement for Taiwan, RTDs for the UK and focus and energy coffee for the United States.

In the first quarter of 2025,

we plan on introducing new complementary products to the Flat Tummy line-up, including new protein shakes, gut-healthy ready-to-drink beverage,

hydration powder and pre-workout powder.

Additionally, we plan to employ this strategy of expanding our brands into international

markets that include Mexico and Asia, among others.

This is evidenced by our

expanded FOCUSfactor product line, including focus and energy RTD and liquid shots that are marketed to a younger adult audience.

we successfully launched an RTD pilot program in the United States through a major retailer.

Additionally, in the second quarter

of 2024, we launched three core FOCUSfactor focus and energy RTD products in Canada.

In the first quarter of 2025, we introduced new complementary

products to the Flat Tummy line-up, including new protein shakes, GLP-1 support products and pre-workout powders.

In the fourth quarter

of 2025, we introduced FOCUSfactor to Mexico.

Marketing and Sales

9 unchanged sentences

as part of our marketing strategy:

Our FOCUSfactor

website helps to educate and inform consumers on our line of products.

The website also serves as a direct-to-consumer sales channel

for most FOCUSfactor products.

social media platform is Instagram.

Our FOCUSfactor website helps to educate and inform consumers on our line of products.

The website also serves as a direct-to-consumer sales channel for most FOCUSfactor products.

Our main social media platform is Instagram.

As of December 31, 2025, we had approximately 332,000 followers.

FOCUSfactor — Brain Hub App:

in 2021 we launched our Brain Hub app on the Android and Apple iOS platforms to provide an additional point of engagement with customers.

The app contains a library of brain games and guided meditation sessions on topics related to mindfulness and brain health in order to

keep consumers engaged.

Early in 2021 we launched our Brain Hub app on the Android and Apple iOS platforms to provide an additional point of engagement with customers.

The app contains a library of brain games and guided meditation sessions on topics related to mindfulness and brain health in order to keep consumers engaged.

As of December 31, 2025, we have approximately 17,000 app downloads.

2 unchanged sentences

campaigns to reach our core target segments through a mix of traditional online advertising as well as influencer-based marketing.

Our Flat Tummy website acts as a platform

for engagement with our customers.

In addition to offering a direct-to-consumer sales channel for our products, we also host a lifestyle

blog on our website with a focus on health and fitness.

Our Flat Tummy website acts as a platform for engagement with our customers.

In addition to offering a direct-to-consumer sales channel for our products, we also host a lifestyle blog on our website with a focus on health and fitness.

Our primary social media platform is Instagram.

As of December 31, 2025, we had approximately 1.7 million followers.

Our marketing strategy for Flat Tummy seeks to leverage our

large online following to promote products from across the Flat Tummy brand.

More recently we have engaged with social media influencers

as a new strategy to promote our products.

As of December 31, 2024, we had approximately

531,000 followers.

Our marketing strategy for Flat Tummy seeks to leverage our large online following to promote products from across the Flat Tummy brand.

More recently we have engaged with social media influencers as a new strategy to promote our products.

As of December 31, 2025, we had approximately 524,000 followers.

We mainly use the platform to share promotions and to relay content and advertisements.

Flat Tummy App:

Our Flat Tummy app had approximately

1.9 million unique downloads as of December 31, 2024, across both the Apple and Android platforms.

The app provides customized workouts,

nutrition information, and diet plans.

Our Flat Tummy app had approximately 1.9 million unique downloads as of December 31, 2025, across both the Apple and Android platforms.

The app provides customized workouts, nutrition information, and diet plans.

The app is currently free to customers;

however, we are exploring different strategies to monetize

our large user base.

however, we are exploring different strategies to monetize our large user base.

FOCUSfactor Study

13 unchanged sentences

project management, site monitoring, data management, statistical analyses, and preparation of the final study report.

The primary endpoint was sum

recall for five trials of the Rey Auditory Verbal Learning Test (RAVLT), a standardized neuropsychological test of memory.

one of the most commonly used tests of memory in psychopharmacology research.

The test was originally developed in the 1940s and has proven

useful in evaluating verbal learning and memory, including proactive inhibition, retroactive inhibition, retention, encoding versus retrieval,

and subjective organization.

The standard RAVLT begins with a subject being read a list of 15 unrelated words at the rate of one word

The primary endpoint was

sum recall for five trials of the Rey Auditory Verbal Learning Test (RAVLT), a standardized neuropsychological test of memory.

is one of the most commonly used tests of memory in psychopharmacology research.

The test was originally developed in the 1940s and has

proven useful in evaluating verbal learning and memory, including proactive inhibition, retroactive inhibition, retention, encoding versus

retrieval, and subjective organization.

The standard RAVLT begins with a subject being read a list of 15 unrelated words at the rate of

one word per second.

The examiner then asks the subject to recall as many words as possible.

This procedure is then repeated four more times with

the same list of words and the number of correct responses is summed.

This summed score was chosen as the primary outcome measure, or

endpoint, for the current study.

This procedure is then repeated four more

times with the same list of words and the number of correct responses is summed.

This summed score was chosen as the primary outcome measure,

or endpoint, for the current study.

The study demonstrated that,

19 unchanged sentences

as a wholly-owned subsidiary.

We were a public reporting

company until July 17, 2020, the date on which we filed a Form 15 to voluntarily suspend our duty to file reports under Sections

13 and 15(d) of the Exchange Act.

We were a public reporting company until July 17, 2020, the date

on which we filed a Form 15 to voluntarily suspend our duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act

of 1934 (the “Exchange Act”).

As a result of our public offering in October 2024, we became subject again to the information

30 unchanged sentences

Manufacturing and Related Operations

Our company collaborates with

external manufacturers, known for their reliability, to produce our diverse range of products.

We carefully select partners based on their

expertise and manufacturing capabilities, ensuring our products are of the highest quality.

The FOCUSfactor line is produced by several

respected manufacturers, such as Nutrition Formulators Inc., Vit-Best Nutrition, and ProTab Laboratories, to ensure supply continuity

and support brand growth.

Our company collaborates

with external manufacturers, known for their reliability, to produce our diverse range of products.

We carefully select partners based

on their expertise and manufacturing capabilities, ensuring our products are of the highest quality.

The FOCUSfactor line is produced

by several respected manufacturers, including Nutrition Formulators Inc., Vit-Best Nutrition, Multi-Pak Packaging, ProTab Laboratories

and Tailored Bottling Solutions to ensure supply continuity and support brand growth.

For the Flat Tummy line, we work closely with manufacturers,

Caraway Tea Company to make our teas, Vit-Best Nutrition

for shakes and capsules, Global Widget for gummies, and Clever Foods for appetite suppression lollipops.

Most of our revenues are generated

through the retail channels, primarily due to our FOCUSfactor brand which is sold mainly through leading retailers.

These retailers include

club, mass, drug and other retailers such as Costco, Walmart, Amazon.com, Walgreens, Meijer, Albertson’s and CVS.

brands are also sold directly to consumers through their respective brand websites.

nutritional supplements

retail industry is a large and highly fragmented industry with few barriers to entry.

We compete against other domestic and international

manufacturers, specialty retailers, mass merchants, multi-level marketing organizations, mail-order and direct-to-consumer companies,

including Caraway Tea Company, Nutrition Formulators Inc., and Clever Foods.

Most of our revenues are

generated through the retail channels, primarily due to our FOCUSfactor brand which is sold mainly through leading retailers.

These retailers

include club, mass, drug and other retailers such as Costco, Amazon.com, Walmart, Walgreens, BJ’s, and The Vitamin Shoppe.

of our brands are also sold directly to consumers through their respective brand websites.

supplements retail industry is a large and highly fragmented industry with few barriers to entry.

We compete against other domestic and

international manufacturers, specialty retailers, mass merchants, multi-level marketing organizations, mail-order and direct-to-consumer companies,

and e-commerce companies.

15 unchanged sentences

safety, manufacturing, packaging, labeling, advertising and distribution of our products in the United States are subject to regulation

by several agencies, including the U.S.

Food and Drug Administration (the “FDA”), the Federal Trade Commission (the “FTC”),

the Consumer Product Safety Commission, and by various agencies and programs of the states and localities in which our products are sold.

The FDA, which exercises regulatory authority over foods, dietary supplements (a subset of the foods category), and cosmetics, is the

regulatory body for the product categories in which we participate within the U.S.

While the FDA doesn’t

mandate pre-approval or registration for dietary supplements or food products, it does stipulate that these items must adhere to

current good manufacturing practices (“cGMPs”) and be produced in FDA-registered and audited facilities.

Additionally,

the FDA exercises regulatory oversight of ingredients and labeling of these products.

All FOCUSfactor products and

Flat Tummy products are governed by the FDA regulations in 21 CFR Part 111 (dietary supplements) or 21 CFR Part 117 (foods).

by several agencies, including the FDA, the Federal Trade Commission (the “FTC”), the Consumer Product Safety Commission,

and by various agencies and programs of the states and localities in which our products are sold.

The FDA, which exercises regulatory

authority over foods, dietary supplements (a subset of the foods category), and cosmetics, is the primary U.S.

regulatory body for

the product categories in which we participate within the U.S.

While the FDA doesn’t mandate pre-approval or registration

for dietary supplements or food products, it does stipulate that these items must adhere to current good manufacturing practices (“cGMPs”)

and be produced in FDA-registered and audited facilities.

Additionally, the FDA exercises regulatory oversight of ingredients and

labeling of these products.

All FOCUSfactor products

and Flat Tummy products are governed by the FDA regulations in 21 CFR Part 111 (dietary supplements) or 21 CFR Part 117 (foods).

Neuragen (NDC 15377-010-04) is a homeopathic product and has not been evaluated by the FDA for safety or efficacy.

47 unchanged sentences

manufacturer/distributor has submitted NDIN to the FDA.

The FDA or other agencies could

take actions against products or product ingredients that, in their determination, present an unreasonable health risk to consumers that

would make it illegal for us to sell such products.

In addition, the FDA could issue consumer warnings with respect to the products or

ingredients in such products that we sell.

The FDA or other agencies

could take actions against products or product ingredients that, in their determination, present an unreasonable health risk to consumers

that would make it illegal for us to sell such products.

In addition, the FDA could issue consumer warnings with respect to the products

or ingredients in such products that we sell.

Such actions or warnings could be based on information received through FD&C Act-mandated reporting

59 unchanged sentences

related to any future removal or recall.

The FD&C Act permits structure/function

claims to be included in labels and labeling for dietary supplements without FDA pre-market approval.

However, companies must have

substantiation that the claims are “truthful and not misleading,” and must submit a notification with the text of the claims

to the FDA no later than 30 days after marketing the dietary supplement with the claims.

Permissible structure/function claims may

describe how a particular nutrient or dietary ingredient affects the structure, function, or general well-being of the body, or characterize

the documented mechanism of action by which a nutrient or dietary ingredient acts to maintain such structure or function.

labeling of a product marketed as a dietary supplement may not expressly or implicitly represent that a dietary supplement will diagnose,

cure, mitigate, treat, or prevent a disease (i.e., a disease claim).

If the FDA determines that a particular structure/function claim

is an unacceptable disease claim that causes the product to be regulated as a drug, a conventional food claim, or an unauthorized version

of a “health claim,” or, if the FDA determines that a particular claim is not adequately supported by existing scientific

data or is false or misleading in any particular way, we would be prevented from using the claim and would have to update our product

labels and labeling accordingly.

We have an in-house regulatory team that reviews the scientific literature and develops substantiation

as part of the product development process to ensure the crafting of compliant structure-function claims and product positioning.

Our regulatory team engages in the review of web copy, e-commerce copy, and other marketing copy at the request of the brand directors

of each respective brand.

The FD&C Act permits

structure/function claims to be included in labels and labeling for dietary supplements without FDA pre-market approval.

companies must have substantiation that the claims are “truthful and not misleading,” and must submit a notification with

the text of the claims to the FDA no later than 30 days after marketing the dietary supplement with the claims.

Permissible structure/function

claims may describe how a particular nutrient or dietary ingredient affects the structure, function, or general well-being of the

body, or characterize the documented mechanism of action by which a nutrient or dietary ingredient acts to maintain such structure or

The label or labeling of a product marketed as a dietary supplement may not expressly or implicitly represent that a dietary

supplement will diagnose, cure, mitigate, treat, or prevent a disease (i.e., a disease claim).

If the FDA determines that a particular

structure/function claim is an unacceptable disease claim that causes the product to be regulated as a drug, a conventional food claim,

or an unauthorized version of a “health claim,” or, if the FDA determines that a particular claim is not adequately supported

by existing scientific data or is false or misleading in any particular way, we would be prevented from using the claim and would have

to update our product labels and labeling accordingly.

We have an in-house regulatory team that reviews the scientific literature

and develops substantiation as part of the product development process to ensure the crafting of compliant structure-function claims

and product positioning.

Our regulatory team engages in the review of web copy, e-commerce copy, and other marketing copy at the

request of the brand directors of each respective brand.

In addition, DSHEA provides

53 unchanged sentences

For example, Canada and Australia require a product submission

packet and approval from Health Canada (“HC”) and the Therapeutic Goods Administration (“TGA”), respectively,

for products that would be considered “Natural Health Products” (in Canada) or “Listed Medicines” (in Australia).

In the United Kingdom, on the other hand, no formal regulatory submission or pre-approval is needed for products within the food

supplement category.

packet and approval from Health Canada (“HC”) and the TGA, respectively, for products that would be considered “Natural

Health Products” (in Canada) or “Listed Medicines” (in Australia).

In the United Kingdom, on the other hand, no formal

regulatory submission or pre-approval is needed for products within the food supplement category.

Launch timing varies by country.

In the United States and United Kingdom, once a formula is established and

labeling has been approved by our regulatory and legal advisors, the product can be launched upon production.

The Australian approval

process generally takes four to eight weeks from the time the packet is submitted, while in Canada the approval process can take

from six to twelve months from submission.

In the United States and United Kingdom, once a formula is established and labeling has been approved by our regulatory and legal

advisors, the product can be launched upon production.

The Australian approval process generally takes four to eight weeks from the

time the packet is submitted, while in Canada the approval process can take from six to twelve months from submission.

In Canada, HC has oversight

24 unchanged sentences

not currently sold in the United Kingdom.

In Australia, FOCUSfactor products

are “Listed Medicines” that are regulated by the TGA and require an AUST L (Australia Listed Medicine) number.

Listed Medicines

are regulated by the TGA, and the advertising of these products is also regulated by the TGA under the Therapeutic Goods Administrative

In Australia, FOCUSfactor

products are “Listed Medicines” that are regulated by the TGA and require an AUST L (Australia Listed Medicine) number.

Medicines are regulated by the TGA, and the advertising of these products is also regulated by the TGA under the Therapeutic Goods Advertising

Code (“TGAC”).

13 unchanged sentences

develop in the United States from time-to-time.

Once such bill, the New York Weight Loss Products Bill, effective as of April 22, 2024,

One such bill, the New York Weight Loss Products Bill, effective as of April 22, 2024,

imposes stricter regulations on weight loss and athletic performance products.

6 unchanged sentences

by the California Office of Environmental Health Hazard Assessment (OEHHA).

On a federal level in the United States,

repeated legislative attempts have been made within the last several years to introduce a mandatory product listing (MPL) for the

dietary supplement industry through the FDA, which would require notification to the FDA before bringing a product to the market and for

label information to be submitted to and maintained in a central database.

While the most recent MPL attempt failed in 2022, the FDA’s

outlined budget and legislative proposals for 2025 continue to include the modernization of DSHEA regulations and the introduction of

Several trade association groups within the dietary supplement industry continue to express opposition to the current proposal,

citing a clear lack of scope and definition of what it ultimately may require.

In Canada, Health Canada is

in the process of reviewing and updating the database of ingredient and product monographs.

While this effort is considerably focused

on the clarification and harmonization of existing monographs and resources, the changing of certain ingredient monographs may have the

potential to impact formulation or labeling, if any such ingredient is included in one of our licensed products.

If this does occur, Health

Canada is expected to provide phase-in and guidance for any such changes.

Health Canada has also provided updated labeling formatting

for Natural Health Products (NHPs), with a compliance date for existing products of 2028.

Concurrently, Health Canada is in the consultation

period for an updated fee schedule for Health Canada-related activities, such as the review of product submission packets, site licensing,

and other activities relevant to maintaining operations and regulatory compliance in Canada.

These discussions are still ongoing, but

present potential additional future expenses to companies with natural health product registrations in the Canadian regions, as well as

manufacturers or importers of such products.

The benefit of this proposed pay scheme is that it may significantly reduce the number of

product submissions from other companies in the Canadian market, which may reduce competition in the Canadian market and perhaps reduce

review timelines by Health Canada for new product registrations and other such activities, therefore decreasing the time barrier to entry.

On a federal level in the

United States, repeated legislative attempts have been made within the last several years to introduce a mandatory product listing

(MPL) for the dietary supplement industry through the FDA, which would require notification to the FDA before bringing a product to the

market and for label information to be submitted to and maintained in a central database.

While the most recent MPL attempt failed in

2022, the FDA’s outlined budget and legislative proposals for 2026 continue to include the modernization of DSHEA regulations and

the introduction of an MPL.

Several trade association groups within the dietary supplement industry continue to express opposition

to the current proposal, citing a clear lack of scope and definition of what it ultimately may require.

In Canada, Health Canada is in the process of reviewing and updating

the database of ingredient and product monographs.

While this effort is considerably focused on the clarification and harmonization of

existing monographs and resources, the changing of certain ingredient monographs may have the potential to impact formulation or labeling,

if any such ingredient is included in one of our licensed products.

If this does occur, Health Canada is expected to provide phase-in and

guidance for any such changes.

Health Canada has also provided updated labeling formatting for NHPs, with a compliance date for existing

products of 2028.

Concurrently, Health Canada is in the consultation period for an updated fee schedule for Health Canada-related activities,

such as the review of product submission packets, site licensing, and other activities relevant to maintaining operations and regulatory

compliance in Canada.

These discussions are still ongoing, but present potential additional future expenses to companies with natural

health product registrations in the Canadian regions, as well as manufacturers or importers of such products.

The benefit of this proposed

pay scheme is that it may significantly reduce the number of product submissions from other companies in the Canadian market, which may

reduce competition in the Canadian market and perhaps reduce review timelines by Health Canada for new product registrations and other

such activities, therefore decreasing the time barrier to entry.

Intellectual Property

We own 23 trademarks that have

been registered with the United States Patent and Trademark Office and have filed applications to register additional trademarks.

We own 27 trademarks that

have been registered with the United States Patent and Trademark Office and have filed applications to register additional trademarks.

In addition, we claim domestic trademark and service mark rights in numerous additional marks that we use.

17 unchanged sentences

even some of our trademarks in every country in which we conduct business or intend to conduct business.

Patent 8,329,227

covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” This patent was issued by the United States

Patent and Trademark Office in December 2012 and expires in April 2025.

We owned U.S.

8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” This patent was issued by the

United States Patent and Trademark Office in December 2012 and expired in April 2025.

In addition to this intellectual

10 unchanged sentences

packages, working to continuously improve fairness in internal compensation practices.

As of December 31, 2024, we

had 21 full-time employees.

We intend to grow our employee base in response to the demands and requirements of the business.

that the employer-employee relationships in our Company are positive.

We have no labor union contracts.

As of December 31, 2025,

we had 28 full-time employees.

We believe that the employer-employee relationships in our Company are positive.

We have no labor

union contracts.

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

What changed 10-K

Item 1. Business