What changed in this filing

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Item 1A. Risk Factors

2026-04-01 compared with 2025-03-31 · 315 added, 326 removed, 583 unchanged (52% of the section changed)

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If any of the following risks are realized, our business, financial

condition and results of operations could be materially and adversely affected.

In that event, the trading price of our common stock could

decline, and you could lose all or part of your investment in our common stock.

Additional risks of which we are not presently aware or

that we currently believe are immaterial may also harm our business and results of operations.

Some statements in this Annual Report,

including such statements in the following risk factors, constitute forward-looking statements.

See the section entitled “Cautionary

Note Regarding Forward-Looking Statements.”

condition, results of operations and cash flows could be materially and adversely affected.

In that event, the trading price of our common

stock could decline, and you could lose all or part of your investment in our common stock.

Additional risks of which we are not presently

aware or that we currently believe are immaterial may also harm our business, results of operations and cash flows.

Some statements in

this Annual Report, including such statements in the following risk factors, constitute forward-looking statements.

section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business, Strategy and

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and our failure to compete effectively could materially and adversely affect our sales and growth prospects.

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,

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.

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Increased competition from companies that distribute through retail, e-commerce or wholesale channels could have

a material adverse effect on our financial condition and results of operations.

Certain of our competitors may have significantly greater

financial, technical and marketing resources than we do, and may be able to adapt to changes in consumer preferences more quickly, devote

greater resources to the marketing and sale of their products, or generate greater brand recognition.

In addition, our competitors may

be more effective and efficient in introducing new products.

Furthermore, if we fail to maximize the efficiency of our ship direct to

customers strategies, or fail to provide our customers with an attractive omni-channel experience, our business and results of operations

could be materially and adversely affected.

We may not be able to compete effectively, and any of the factors listed above may cause price

reductions, reduced margins and losses of our market share.

a material adverse effect on our financial condition, results of operations and cash flows.

Certain of our competitors may have significantly

greater financial, technical and marketing resources than we do, and may be able to adapt to changes in consumer preferences more quickly,

devote greater resources to the marketing and sale of their products, or generate greater brand recognition.

In addition, our competitors

may be more effective and efficient in introducing new products.

Furthermore, if we fail to maximize the efficiency of our ship direct

to customers strategies, or fail to provide our customers with an attractive omni-channel experience, our business, results of operations

and cash flows could be materially and adversely affected.

We may not be able to compete effectively, and any of the factors listed above

may cause price reductions, reduced margins and losses of our market share.

Our failure to appropriately respond to

changing consumer preferences and demand for new products or product enhancements could significantly harm our relationship with customers

and our product sales, as well as our financial condition and operating results.

and our product sales, as well as our financial condition, operating results and cash flows.

Our business is subject to

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accurately anticipate consumer needs;

● innovate and develop new products or product enhancements

that meet these needs;

● successfully commercialize new products or product enhancements

in a timely manner;

innovate and develop new products or product enhancements that meet these needs;

successfully commercialize new products or product enhancements in a timely manner;

price our products competitively;

● manufacture and deliver our products in sufficient volumes

and in a timely manner;

manufacture and deliver our products in sufficient volumes and in a timely manner;

differentiate our product offerings from those of our competitors.

If we do not introduce new

products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could be rendered obsolete,

which could negatively impact our revenues, financial condition, and operating results.

We depend on a small number of large retailers

for a significant portion of our sales.

Our sales growth is dependent upon maintaining our relationships with existing customers, and

the loss of any one such customer could materially adversely affect our business and financial performance.

Certain retailers make up a

significant percentage of our products’ retail volume.

If we do not introduce new products or make enhancements to meet the

changing needs of our customers in a timely manner, some of our products could be rendered obsolete, which could negatively impact our

revenues, financial condition, operating results and cash flows.

We depend on a small

number of large retailers for a significant portion of our sales.

Our sales growth is dependent upon maintaining our relationships with

existing customers, and the loss of any one such customer could materially adversely affect our business and financial performance.

Certain retailers make up

a significant percentage of our products’ retail volume.

For the year ended December 31, 2025, our top two customers accounted for

73% of our net revenue.

For the year ended December 31, 2023, our top three customers accounted for 78% of our net revenue.

We sell products to our customers under their standard vendor agreements.

These vendor agreements do not include a term or duration as

sales under each vendor agreement are generally made on a purchase order basis, and do not include any termination provisions.

of sales of any of our products in a major retailer, or the reduction of purchasing levels or the cancellation of any business from a

major retailer, could have a material adverse effect on our business and financial performance.

In addition, if we were to lose one or

more of these retailers as a distribution channel for our products, we can make no assurances that we will be able to find a comparable

retailer to replace such relationship or that we will be able to find a replacement at all, which could negatively impact our revenues,

financial condition, and operating results.

79% of our revenue.

For the year ended December 31, 2024, our top two customers accounted for 73% of our revenue.

We sell products

to our customers under their standard vendor agreements.

These vendor agreements do not include a term or duration as sales under each

vendor agreement are generally made on a purchase order basis, and do not include any termination provisions.

The loss of sales of any

of our products in a major retailer, or the reduction of purchasing levels or the cancellation of any business from a major retailer,

could have a material adverse effect on our business and financial performance.

In addition, if we were to lose one or more of these retailers

as a distribution channel for our products, we can make no assurances that we will be able to find a comparable retailer to replace such

relationship or that we will be able to find a replacement at all, which could negatively impact our revenues, financial condition, and

operating results.

If our outside suppliers and manufacturers

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substituting such ingredients could adversely affect our business.

A downturn in the economy, could affect

consumer purchases of discretionary items such as the health and wellness products that we offer, which could have an adverse effect on

our business, financial condition, profitability, and cash flows.

While our exposure to international markets

and foreign sourcing is limited, we may still be indirectly affected by global trade developments.

We primarily operate within the United States, and in 2025 and 2024,

international sales accounted for 10.1% and 11.5%, respectively, of our total revenue.

We purchase only finished goods from third-party

manufacturers and do not engage in the direct sourcing of raw materials.

This structure limits our direct exposure to international markets,

tariffs, and global supply chain disruptions.

However, because our manufacturers

may source raw materials from abroad, changes in international trade policies, tariffs, or geopolitical tensions could still affect our

supply chain and cost of goods.

Any disruptions or cost increases experienced by our manufacturers may impact the availability or pricing

of the products we purchase.

While our current structure mitigates many of the risks associated with global sourcing, we cannot eliminate

the possibility that future global events or trade policies may have an adverse effect on our business, financial condition, results of

operations or cash flows.

A downturn in the economy

could affect consumer purchases of discretionary items such as the health and wellness products that we offer, which could have an adverse

effect on our business, financial condition, profitability, and cash flows.

We offer a broad selection

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our business to suffer.

Our business depends, in part,

on the public’s perception of our integrity and the safety and quality of our products.

Any adverse publicity could negatively affect

the public’s perception about our industry, our products, or our reputation and could result in a significant decline in our operations.

Our business depends, in

part, on the public’s perception of our integrity and the safety and quality of our products.

Any adverse publicity could negatively

affect the public’s perception about our industry, our products, or our reputation and could result in a significant decline in

our operations.

Specifically, we are susceptible to adverse or negative publicity regarding:

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skeptical consumers;

● competitors;

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

● any recalls or adverse health consequences of our competitors’

● regulatory investigations of our products or our competitors’

● scandals or regulatory investigations regarding the business

practices or products of our competitors.

any recalls or adverse health consequences of our competitors’ products;

regulatory investigations of our products or our competitors’ products;

scandals or regulatory investigations regarding the business practices or products of our competitors.

We continue to explore new strategic initiatives,

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and our pursuit of new strategic initiatives may pose significant costs and risks.

Our strategic initiatives are

focused on, among other things, new product acquisition, new customer acquisition, improving the customer experience through the roll-out of

Our strategic initiatives

are focused on, among other things, new product acquisition, new customer acquisition, improving the customer experience through the roll-out of

initiatives including increasing customer engagement and personalization, improving the omni-channel experience (including in stores

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There can also be no guarantee that we will be able to obtain debt on favorable terms, or at all.

As has been the case with our

historical acquisition transactions, future business combinations could involve the acquisition of significant tangible and intangible

As has been the case with

our historical acquisition transactions, future business combinations could involve the acquisition of significant tangible and intangible

assets, which could require us to record ongoing amortization expense with respect to identified intangible assets acquired.

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significant resources, may be unsuccessful, and could expose us to unforeseen liabilities.

As part of our growth strategy,

we have a history of pursuing acquisitions of companies with products that are similar or complementary to those that we provide in our

businesses to better leverage our existing, scalable infrastructure, and may continue to pursue this strategy in the future.

These acquisitions

may involve significant cash expenditures, debt incurrence, additional operating losses and expenses, and compliance risks that could

have a material adverse effect on our financial condition and results of operations.

As part of our growth strategy, we have a history of pursuing acquisitions

of companies with products that are similar or complementary to those that we provide in our businesses to better leverage our existing,

scalable infrastructure, and may continue to pursue this strategy in the future.

These acquisitions may involve significant cash expenditures,

debt incurrence, additional operating losses and expenses, and compliance risks that could have a material adverse effect on our financial

condition, results of operations and cash flows.

We may not be able to successfully

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that the expected synergies associated with acquisitions will not be achieved, and that business judgments concerning the value, strengths,

and weaknesses of businesses acquired will prove incorrect, which could have a material adverse effect on our financial condition and

results of operations.

and weaknesses of businesses acquired will prove incorrect, which could have a material adverse effect on our financial condition, results

of operations and cash flows.

The nutritional supplement industry increasingly

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in substantial costs and diversion of management and other resources and could have a material adverse effect on our business, financial

condition and operating results.

Our inability to acquire, protect or maintain our intellectual property could harm our ability to compete

condition, operating results and cash flows.

Our inability to acquire, protect or maintain our intellectual property could harm our ability

to compete or grow.

Recently it has become more

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Litigation with respect to such matters could result in substantial costs and diversion of management and other resources

and could have a material adverse effect on our business, financial condition and results of operations.

We have one U.S.

(which expires in April 2025) and numerous U.S.

and foreign trademarks and service marks.

There can be no assurance that the protection

afforded by the patent and these trademarks and service marks will provide us with a competitive advantage or that we will be able to

assert our intellectual property rights in infringement actions.

We may be required to defend our intellectual property against such infringement,

which could result in substantial costs and diversion of management and other resources.

In addition, results of such litigation are difficult

to predict and if we are not successful in defending our intellectual property rights, this could have a material adverse effect on our

business, financial condition and results of operations.

and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have numerous U.S.

foreign trademarks and service marks.

There can be no assurance that the protection afforded by these trademarks and service marks will

provide us with a competitive advantage or that we will be able to assert our intellectual property rights in infringement actions.

may be required to defend our intellectual property against such infringement, which could result in substantial costs and diversion of

management and other resources.

In addition, results of such litigation are difficult to predict and if we are not successful in defending

our intellectual property rights, this could have a material adverse effect on our business, financial condition, results of operations

and cash flows.

If we are not able to adequately prevent

disclosure of proprietary knowledge, the value of our products could be materially diminished.

Trade secrets are difficult

We rely on trade secrets to protect our proprietary knowledge, especially where we do not believe patent protection is appropriate

or obtainable, or where such patents would be difficult to enforce.

We rely in part on confidentiality agreements to protect our trade

secrets and other proprietary knowledge.

We cannot guarantee that we have entered into such agreements with each party that may have had

access to our proprietary knowledge, or that such agreements, even if in place, will not be circumvented.

These agreements may not effectively

prevent disclosure of proprietary knowledge and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

In addition, others may independently discover our trade secrets and proprietary knowledge, in which case we may have no right to prevent

them from using such trade secrets or proprietary knowledge to compete with us.

Costly and time-consuming litigation could be necessary

to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could materially

adversely affect our business, financial condition and results of operations.

Trade secrets are difficult to protect.

We rely on trade secrets to

protect our proprietary knowledge, especially where we do not believe patent protection is appropriate or obtainable, or where such patents

would be difficult to enforce.

We rely in part on confidentiality agreements to protect our trade secrets and other proprietary knowledge.

We cannot guarantee that we have entered into such agreements with each party that may have had access to our proprietary knowledge, or

that such agreements, even if in place, will not be circumvented.

These agreements may not effectively prevent disclosure of proprietary

knowledge and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

In addition, others may

independently discover our trade secrets and proprietary knowledge, in which case we may have no right to prevent them from using such

trade secrets or proprietary knowledge to compete with us.

Costly and time-consuming litigation could be necessary to enforce and

determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could materially adversely affect

our business, financial condition, results of operations and cash flows.

International expansion will subject our

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to the risks inherent in conducting business internationally, including:

● foreign currency fluctuations, which could result in reduced

revenues and increased operating expenses;

foreign currency fluctuations, which could result in reduced revenues and increased operating expenses;

longer or less predictable payment and sales cycles;

difficulty in collecting accounts receivable;

● applicable foreign tax structures, including tax rates that

may be higher than tax rates in the United States or taxes that may be duplicative of those imposed in the United States;

applicable foreign tax structures, including tax rates that may be higher than tax rates in the United States or taxes that may be duplicative of those imposed in the United States;

tariffs and trade barriers;

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inadequate intellectual property protection in foreign countries;

● uncertainty regarding liability for information retrieved

and replicated in foreign countries;

● the difficulties and increased expenses of complying with

a variety of foreign laws, regulations and trade standards;

uncertainty regarding liability for information retrieved and replicated in foreign countries;

the difficulties and increased expenses of complying with a variety of foreign laws, regulations and trade standards;

unexpected changes in regulatory requirements.

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We may experience product recalls, withdrawals

or seizures, which could materially and adversely affect our business, financial condition and results of operations.

We may be subject to product

recalls, withdrawals or seizures if any of the products we sell are believed to cause injury or illness or if we are alleged to have violated

governmental regulations in the manufacturing, labeling, promotion, sale or distribution of those products.

A significant recall, withdrawal

or seizure of any of the products we manufacture or sell may require significant management attention, would likely result in substantial

and unexpected costs and may materially and adversely affect our business, financial condition or results of operations.

a recall, withdrawal or seizure of any of our products may adversely affect consumer confidence in our brands and thus decrease consumer

demand for our products.

As is common in the nutritional supplements industry, we rely on our contract manufacturers and suppliers to

ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements.

we seek representations and warranties, indemnification and/or insurance from our contract manufacturers and suppliers.

However, even

with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer

confidence in our products.

In addition, the failure of those products to comply with applicable regulatory and legislative requirements

could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could

materially and adversely affect our business, financial condition and results of operations.

or seizures, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We may be subject to product recalls, withdrawals or seizures if any

of the products we sell are believed to cause injury or illness or if we are alleged to have violated governmental regulations in the

manufacturing, labeling, promotion, sale or distribution of those products.

A significant recall, withdrawal or seizure of any of the

products we manufacture or sell may require significant management attention, would likely result in substantial and unexpected costs

and may materially and adversely affect our business, financial condition or results of operations.

Furthermore, a recall, withdrawal

or seizure of any of our products may adversely affect consumer confidence in our brands and thus decrease consumer demand for our products.

As is common in the nutritional supplements industry, we rely on our contract manufacturers and suppliers to ensure that the products

they manufacture and sell to us comply with all applicable regulatory and legislative requirements.

In general, we seek representations

and warranties, indemnification and/or insurance from our contract manufacturers and suppliers.

However, even with adequate insurance

and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products.

In addition, the failure of those products to comply with applicable regulatory and legislative requirements could prevent us from marketing

the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect

our business, financial condition, results of operations and cash flows.

Increases in the price or shortages of supply

of key raw materials could materially and adversely affect our business, financial condition and results of operations.

Our products are composed of

certain key raw materials.

of key raw materials could materially and adversely affect our business, financial condition, results of operations and cash flows.

Our products are composed

of certain key raw materials.

If the prices of these raw materials were to increase significantly, it could result in a significant increase

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A significant increase in the price of raw materials that cannot be passed on to customers could

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

have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to credit risk.

We are exposed to credit risk

primarily on our accounts receivable.

We provide credit to our customers in the ordinary course of our business and perform ongoing credit

While we believe that our exposure to concentrations of credit risk with respect to accounts receivable is mitigated by our

large retail partner base, and we make allowances for doubtful accounts, we nevertheless run the risk of our customers not being able

to meet their payment obligations, particularly in a future economic downturn.

If a material number of our customers were not able to

meet their payment obligations, our results of operations could be harmed.

We are exposed to credit

risk primarily on our accounts receivable.

We provide credit to our customers in the ordinary course of our business and perform ongoing

credit evaluations.

While we believe that our exposure to concentrations of credit risk with respect to accounts receivable is mitigated

by our large retail partner base, and we make allowances for doubtful accounts, we nevertheless run the risk of our customers not being

able to meet their payment obligations, particularly in a future economic downturn.

If a material number of our customers were not able

to meet their payment obligations, our results of operations and cash flows could be harmed.

Natural disasters and unusually adverse

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inventory or cause customer traffic to decline, all of which could result in lost sales and otherwise materially and adversely affect

our results of operations.

The occurrence of one or more

natural disasters, such as hurricanes, fires, floods, earthquakes, tornadoes, high winds and other severe weather, could materially and

adversely affect our operations and results of operations.

To the extent these events result in the suspension of shipping by our distributors,

closure of our corporate headquarters, or a significant number of the stores in which our products are sold, or to the extent they adversely

affect one or more of our key suppliers, our operations and results of operations could be materially and adversely affected through an

inability to make deliveries to stores and through lost sales.

In addition, these events could result in increases in fuel (or other energy)

prices or a fuel shortage, the temporary lack of an adequate work force in a market, the temporary or long-term disruption in the

supply of products from suppliers, delay in the delivery of goods to our distribution centers or stores, the temporary reduction in the

availability of products in our stores and disruption to our information systems, as noted above.

These events also could have indirect

consequences, such as increases in the cost of insurance, if they were to result in significant loss of property or other insurable damage.

our results of operations and cash flows.

The occurrence of one or

more natural disasters, such as hurricanes, fires, floods, earthquakes, tornadoes, high winds and other severe weather, could materially

and adversely affect our operations, results of operations and cash flows.

To the extent these events result in the suspension of shipping

by our distributors, closure of our corporate headquarters, or a significant number of the stores in which our products are sold, or to

the extent they adversely affect one or more of our key suppliers, our operations and results of operations could be materially and adversely

affected through an inability to make deliveries to stores and through lost sales.

In addition, these events could result in increases

in fuel (or other energy) prices or a fuel shortage, the temporary lack of an adequate work force in a market, the temporary or long-term disruption

in the supply of products from suppliers, delay in the delivery of goods to our distribution centers or stores, the temporary reduction

in the availability of products in our stores and disruption to our information systems, as noted above.

These events also could have

indirect consequences, such as increases in the cost of insurance, if they were to result in significant loss of property or other insurable

Loss of key vendor relationships

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while we generally monitor vendor risk, including the security and stability of our critical vendors, we may fail to properly assess and

understand the risks and costs involved in the third-party relationships, and our financial condition and results of operations could

be materially and adversely affected.

understand the risks and costs involved in the third-party relationships, and our financial condition, results of operations and

cash flows could be materially and adversely affected.

We anticipate that we will

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systems do not function as designed, we may experience a loss of customer confidence, lost sales, or data security breaches, any of which

could materially and adversely affect our business and results of operations.

could materially and adversely affect our business, results of operations and cash flows.

Our officers and directors have the ability

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on all matters requiring approval of our stockholders, including the election of directors and approval of significant corporate transactions.

We are a “controlled company”

within the meaning of the Nasdaq rules and, as a result, qualify for, and may rely on, exemptions and relief from certain corporate governance

requirements.

If we rely on these exemptions, our stockholders will not have the same protections afforded to stockholders of companies

that are subject to such requirements.

Our Chief Executive Officer

and Chairman, Jack Ross, beneficially owns approximately 55% of the voting power of our common stock as of December 31, 2024.

we are a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under these corporate governance

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

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

controlled companies are not required to have:

● a board that is composed of a majority of “independent

directors,” as defined under the Nasdaq rules;

● a compensation committee that is composed entirely of independent

● director nominations be made, or recommended to the full

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

While we do not intend to rely

on the exemptions relating to being a “controlled company” within the meaning of the Nasdaq rules, we may utilize these exemptions

for as long as we continue to qualify as a “controlled company.” Accordingly, our stockholders may not have the same protections

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

Investors may find our

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

If some investors find our common stock less attractive

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

We are highly dependent on our management

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our relationships with customers and adversely affect our business, results of operations and growth prospects.

Our success depends, in a large

degree, on the skills of our management team and our ability to retain, recruit and motivate key officers and employees.

Our active senior

executive leadership team, including Jack Ross, Jaime Fickett and Alfred Baumeler, have significant experience, and their knowledge and

relationships would be difficult to replace.

Leadership changes will occur from time to time, and we cannot predict whether significant

resignations will occur or whether we will be able to recruit additional qualified personnel.

Competition for senior executives and skilled

personnel in our industry is intense, which means the cost of hiring, paying incentives and retaining skilled personnel may continue to

Our success depends, in a

large degree, on the skills of our management team and our ability to retain, recruit and motivate key officers and employees.

senior executive leadership team, including Jack Ross and Jaime Fickett, have significant experience, and their knowledge and relationships

would be difficult to replace.

Leadership changes will occur from time to time, and we cannot predict whether significant resignations

will occur or whether we will be able to recruit additional qualified personnel.

Competition for senior executives and skilled personnel

in our industry is intense, which means the cost of hiring, paying incentives and retaining skilled personnel may continue to increase.

We need to continue to attract

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of any senior executive or other key personnel, or the inability to recruit and retain qualified personnel in the future, could have a

material adverse effect on our business, financial condition or results of operations.

In addition, to attract and retain personnel with

appropriate skills and knowledge to support our business, we may offer a variety of benefits, which could reduce our earnings or have

a material adverse effect on our business, financial condition or results of operations.

material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, to attract and retain

personnel with appropriate skills and knowledge to support our business, we may offer a variety of benefits, which could reduce our earnings

or have a material adverse effect on our business, financial condition, results of operations or cash flows.

Cyber incidents or attacks directed at us

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to continue operating as a going concern.

In connection with the preparation of our

consolidated financial statements as of and for the year ended December 31, 2025, management identified material weaknesses in our internal

control over financial reporting, and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective

system of internal controls over financial reporting, which may cause us to fail to meet our reporting obligations, result in material

misstatements of our consolidated financial statements and could have a material adverse effect on our business and the market price of

our common stock.

As a public company, we are

required to maintain internal control over financial reporting, to report any material weaknesses in such internal control, and provide

management’s attestation on internal control over financial reporting.

A “material weakness” is a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of an entity’s financial statements will not be prevented or detected on a timely basis.

If we are unable to establish or maintain

appropriate internal control over financial reporting or implement these requirements in a timely manner or with adequate compliance,

it could result in material misstatements in our consolidated financial statements, failure to meet our reporting obligations on a timely

basis, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence

and the value of our common stock.

As discussed below in Part

II, Item 9A, “Controls and Procedures,” our management identified material weaknesses in implementation of segregation of

duties and establishment of clearly defined roles within our finance and accounting functions.

Moreover, management concluded that its

internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses.

The material weaknesses

did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial statements,

and management has concluded that our financial statements and other financial information included in this Annual Report, and other periodic

filings, fairly present our financial condition, results of operations, and cash flows for the periods in accordance with accounting principles

generally accepted in the United States (“U.S.

We are committed to remediating

the material weaknesses described above and continuing remediation efforts during 2026.

We intend to initiate and implement several remediation

measures including, but not limited to clearly define roles and responsibilities.

As part of its remediation measures, to date, we have

investigated additional procedures we can implement for segregation.

While our efforts are ongoing, we plan to continue to take additional

steps to remediate the material weaknesses, improve our financial reporting systems, and implement new policies, procedures, and controls;

however, we cannot guarantee those measures will prevent or detect material weaknesses in the future.

If we fail to remediate the material

weaknesses or any future deficiencies, or fail to otherwise maintain the adequacy of our internal controls, that could result in a restatement

of our financial statements for prior periods, a decline in the market price of our common stock, one or more investigations or enforcement

actions by state or federal regulatory agencies, stockholder lawsuits, or other adverse actions requiring us to incur defense costs or

pay fines, settlements, or judgments.

Legal and Regulatory Risks

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impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:

● requirements for the reformulation of certain or all products

to meet new standards;

requirements for the reformulation of certain or all products to meet new standards;

the recall or discontinuance of certain or all products;

additional record keeping;

● expanded documentation of the properties of certain or all

expanded documentation of the properties of certain or all products;

expanded or different labeling;

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Congress and/or regulatory agencies may

impose additional laws or regulations or change current laws or regulations, and state attorneys general may increase enforcement of existing

or new laws, and compliance with new or changed governmental regulations, or any state attorney proceeding, could increase our costs significantly

and materially and adversely affect our business, financial condition and results of operations.

impose additional laws or regulations or change current laws or regulations, and state attorneys general may increase enforcement of

existing or new laws, and compliance with new or changed governmental regulations, or any state attorney proceeding, could increase our

costs significantly and materially and adversely affect our business, financial condition, results of operations and cash flows.

From time to time, Congress,

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developments of this nature could increase our costs significantly and could have a material adverse effect on our business, financial

condition and results of operations.

condition, results of operations and cash flows.

Our failure to comply with regulations could

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Failure by us to comply with applicable regulations could result in substantial

monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

Even when unmerited, class

claims, action by the FTC or state attorneys general enforcement actions can be expensive to defend and adversely affect our reputation

with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect

on our business, financial condition or results of operations.

The number of private consumer class actions relating to false or deceptive

advertising against nutritional supplement companies has increased in recent years.

In addition, the FDA has aggressively enforced

its regulations with respect to different types of product claims that may or may not be made for food products.

These events could interrupt

the marketing and sales of our products, severely damage our brand reputation and public image, increase our legal expenses, result in

product recalls or litigation, and impede our ability to deliver our products in sufficient quantities or quality, which could result

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

monetary penalties, which could have a material adverse effect on our financial condition, results of operations or cash flows.

Even when unmerited, class claims, action by the FTC or state attorneys

general enforcement actions can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers

and our corporate and brand image, which could have a material and adverse effect on our business, financial condition, results of operations

or cash flows.

The number of private consumer class actions relating to false or deceptive advertising against nutritional supplement

companies has increased in recent years.

In addition, the FDA has aggressively enforced its regulations with respect to different

types of product claims that may or may not be made for food products.

These events could interrupt the marketing and sales of our products,

severely damage our brand reputation and public image, increase our legal expenses, result in product recalls or litigation, and impede

our ability to deliver our products in sufficient quantities or quality, which could result in a material adverse effect on our business,

financial condition, results of operations and cash flows.

We may experience product liability claims

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diversion of management’s attention;

● a change in the design, manufacturing process or the indications

for which our marketed products may be used;

a change in the design, manufacturing process or the indications for which our marketed products may be used;

loss of revenue;

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security of customer-related and other confidential information, we could be exposed to litigation, increased costs and reputational

damage, and our business, results of operations and financial condition could be materially and adversely affected.

damage, and our business, results of operations, cash flows and financial condition could be materially and adversely affected.

The use of individually identifiable

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In addition, the increasing costs

of compliance with those laws and regulations and related technology investments could materially and adversely affect our business and

results of operations.

of compliance with those laws and regulations and related technology investments could materially and adversely affect our business, results

of operations and cash flows.

Additionally, the success of our e-commerce operations depends upon the secure transmission of confidential

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If our data security

is compromised, it could have a material adverse effect on our reputation, results of operations and financial condition, materially increase

the costs we incur to protect against those events in the future and subject us to additional legal risk and a competitive disadvantage

and damage to our brand reputation.

In addition, our customers could lose confidence in our ability to protect their personal information,

which could cause them to stop using our websites or apps.

We are reliant on third-party electronic payment systems and platforms,

such as PayPal, Stripe, Amazon Pay, Afterpay and Shopify Payments, not only to protect the security of the information stored, but also

to appropriately track and record data.

Any failures or inadequacies in these third-party systems, even if unrelated to our business,

could result in significant liability, could materially and adversely affect our reputation and business and could cause government agencies

to enact additional regulatory requirements or to modify their enforcement or investigation activities.

is compromised, it could have a material adverse effect on our reputation, results of operations, cash flows and financial condition,

materially increase the costs we incur to protect against those events in the future and subject us to additional legal risk and a competitive

disadvantage and damage to our brand reputation.

In addition, our customers could lose confidence in our ability to protect their personal

information, which could cause them to stop using our websites or apps.

We are reliant on third-party electronic payment systems

and platforms, such as PayPal, Stripe, Amazon Pay, Afterpay, Tik-Tok and Shopify Payments, not only to protect the security of the information

stored, but also to appropriately track and record data.

Any failures or inadequacies in these third-party systems, even if unrelated

to our business, could result in significant liability, could materially and adversely affect our reputation and business and could cause

government agencies to enact additional regulatory requirements or to modify their enforcement or investigation activities.

Changes in accounting standards and subjective

assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

generally accepted

accounting principles and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of matters

that are relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions,

and income taxes are highly complex and involve many subjective assumptions, estimates and judgments by our management.

Changes to these

rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change

our reported results.

GAAP and related

pronouncements, implementation guidelines and interpretations with regard to a wide variety of matters that are relevant to our business,

such as, but not limited to, revenue recognition, stock-based compensation, trade promotions, and income taxes are highly complex

and involve many subjective assumptions, estimates and judgments by our management.

Changes to these rules or their interpretation or

changes in underlying assumptions, estimates or judgments by our management could significantly change our reported results.

Risks Related to Ownership of Our Common Stock

There is a limited trading

market for the Company’s common stock;

There is a limited

trading market for the Company’s common stock;

it may be difficult to sell shares.

The trading volume in our common

stock has been relatively limited.

Even if a more active market develops, there can be no assurance that a more active and liquid trading

market for the common stock will exist in the future.

Consequently, shareholders may not be able to sell a substantial number of shares

for the same price at which shareholders could sell a smaller number of shares.

In addition, we cannot predict the effect, if any, that

future sales of its common stock in the market, or the availability of shares of common stock for sale in the market, will have on the

market price of our common stock.

Sales of substantial amounts of common stock in the market, or the potential for large amounts of sales

in the market, could cause the price of our common stock to decline, or reduce our ability to expand our business by using our common

stock as consideration in an acquisition.

The trading volume in our

common stock has been relatively limited.

Even if a more active market develops, there can be no assurance that a more active and liquid

trading market for the common stock will exist in the future.

Consequently, shareholders may not be able to sell a substantial number

of shares for the same price at which shareholders could sell a smaller number of shares.

In addition, we cannot predict the effect, if

any, that future sales of its common stock in the market, or the availability of shares of common stock for sale in the market, will have

on the market price of our common stock.

Sales of substantial amounts of common stock in the market, or the potential for large amounts

of sales in the market, could cause the price of our common stock to decline, or reduce our ability to expand our business by using our

common stock as consideration in an acquisition.

The lack of liquidity of the investment in the common shares should be carefully considered

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and you may be unable to resell your shares at or above the price paid.

The trading price of our common

stock may fluctuate substantially.

The market price of our common stock may fluctuate higher or lower, depending on many factors, some

of which are beyond our control and may not be related to our operating performance.

These fluctuations could cause you to lose all or

part of your investment in our common stock.

Factors that could cause fluctuations in the trading price of our common stock include the

● actual or anticipated fluctuations in our financial condition

and operating results;

● actual or anticipated changes in our growth rate relative

to our competitors;

The trading price of our

common stock may fluctuate substantially.

The market price of our common stock may fluctuate higher or lower, depending on many factors,

some of which are beyond our control and may not be related to our operating performance.

These fluctuations could cause you to lose all

or part of your investment in our common stock.

Factors that could cause fluctuations in the trading price of our common stock include

the following:

actual or anticipated fluctuations in our financial condition and operating results;

actual or anticipated changes in our growth rate relative to our competitors;

commercial success and market acceptance of our products;

● success of our competitors in developing or commercializing

● ability to commercialize or obtain regulatory approvals for

our product, or delays in commercializing or obtaining regulatory approvals;

success of our competitors in developing or commercializing products;

ability to commercialize or obtain regulatory approvals for our product, or delays in commercializing or obtaining regulatory approvals;

strategic transactions undertaken by us;

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prevailing economic conditions;

● disputes concerning our intellectual property or other proprietary

disputes concerning our intellectual property or other proprietary rights;

FDA or other U.S.

or foreign regulatory actions affecting

us or our industry;

● sales of our common stock by our officers, directors or significant

stockholders;

● future sales or issuances of equity or debt securities by

● business disruptions caused by earthquakes, fires or other

natural disasters;

● issuance of new or changed securities analysts’ reports

or recommendations regarding us;

● changes in our capital structure, such as future issuances

of debt or equity securities;

● short sales, hedging and other derivative transactions involving

our capital stock;

● general economic and geopolitical conditions, including the

current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries

due to Russia’s invasion of Ukraine.

or foreign regulatory actions affecting us or our industry;

sales of our common stock by our officers, directors or significant stockholders;

future sales or issuances of equity or debt securities by us;

business disruptions caused by earthquakes, fires or other natural disasters;

issuance of new or changed securities analysts’ reports or recommendations regarding us;

changes in our capital structure, such as future issuances of debt or equity securities;

short sales, hedging and other derivative transactions involving our capital stock;

general economic and geopolitical conditions.

In addition, if the market

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This could have

a material adverse effect on our business, results of operations, and financial condition.

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

You may be diluted by future issuances of

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adverse effect on the market price for the shares of our common stock.

A significant number of our total outstanding

shares are restricted from immediate resale, but may be sold into the market in the near future.

This could cause the market price of

our common stock to drop significantly, even if our business is doing well.

Subject to certain exceptions,

without the prior written consent of Roth Capital Partners, LLC, the underwriter in our initial public offering, we, and our officers

and directors and our 5% and greater stockholders, until April 20, 2025, have agreed not to:

(1) offer, sell, contract to sell, pledge,

grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of common stock

or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock;

registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable

or exchangeable for common stock;

or (3) enter into any swap or other arrangement that transfers, in whole or in part, any of the

economic consequences of ownership of common stock, subject to certain exceptions.

Roth Capital Partners, LLC, in its sole discretion,

may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time

with or without notice.

The market price of our common

stock may decline significantly when the restrictions on resale by our existing stockholders lapse.

A decline in the market price of our

common stock might impede our ability to raise capital through the issuance of additional shares of common stock or other equity securities.

We do not anticipate paying any cash dividends

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Any decision to declare and pay dividends

in the future will be made at the discretion of our Board taking into account various factors, including our business, operating results

and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability

to pay dividends under our loan agreements or otherwise.

As a result, if our Board does not declare and pay dividends, the capital appreciation

in the price of our common stock, if any, will be your only source of gain on an investment in our common stock, and you may have to sell

some or all of your common stock to generate cash flow from your investment.

in the future will be made at the discretion of our Board considering various factors, including our business, operating results and financial

condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends

under our loan agreements or otherwise.

As a result, if our Board does not declare and pay dividends, the capital appreciation in the

price of our common stock, if any, will be your only source of gain on an investment in our common stock, and you may have to sell some

or all of your common stock to generate cash flow from your investment.

If securities or industry analysts do not

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of Nevada state law hinder a potential takeover of us.

Though not now, we may be or

in the future we may become subject to Nevada’s control share law.

Though not now, we may be

or in the future we may become subject to Nevada’s control share law.

A corporation is subject to Nevada’s control share law

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may be direct or indirect, as well as individual or in association with others.

The effect of the control share

law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are

conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders.

share law contemplates that voting rights will be considered only once by the other stockholders.

Thus, there is no authority to strip

voting rights from the control shares of an acquiring person once those rights have been approved.

If the stockholders do not grant voting

rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares.

The acquiring

person is free to sell its shares to others.

If the buyers of those shares themselves do not acquire a controlling interest, their shares

do not become governed by the control share law.

The effect of the control

share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares

as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders.

control share law contemplates that voting rights will be considered only once by the other stockholders.

Thus, there is no authority

to strip voting rights from the control shares of an acquiring person once those rights have been approved.

If the stockholders do not

grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares.

The acquiring person is free to sell its shares to others.

If the buyers of those shares themselves do not acquire a controlling interest,

their shares do not become governed by the control share law.

If control shares are accorded

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

What changed 10-K

Item 1A. Risk Factors