What changed in this filing

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Item 9A. Controls and Procedures

2026-04-01 compared with 2025-03-31 · 872 added, 975 removed, 907 unchanged (67% of the section changed)

2 unchanged sentences

Management, under the supervision

and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness

and with the participation of the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

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Over Financial Reporting

Management is responsible for

establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

Management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

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Reform and Consumer Protection Act of 2010.

The Company has identified

material weaknesses in its internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies,

in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of its annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified material weaknesses

in its internal controls in the following areas:

implementation of segregation of duties as part of our control activities and establishment

of clearly defined roles within our finance and accounting functions.

None of these deficiencies resulted in a material misstatement to

the Company’s annual or interim Consolidated Financial Statements for the year ended December 31, 2024.

The Company has identified material weaknesses in its internal control

over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over

financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements

will not be prevented or detected on a timely basis.

The Company identified material weaknesses in its internal controls in the following

implementation of segregation of duties as part of our control activities and establishment of clearly defined roles within our

finance and accounting functions.

Management’s Remediation Measures

As part of our plan to remediate

this material weakness, we are performing a full review of our internal control procedures.

this material weaknesses, we are performing a full review of our internal control procedures.

We have implemented, and plan to continue

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while continuing to segregate duties.

The Company will continue to

review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control

The Company will continue

to review and improve its internal controls over financial reporting to address the underlying causes of the material weakness and control

deficiencies.

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Other Information

(b) During the quarter

ended December 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading agreement” or a “non-Rule

10b5-1 trading agreement” (in each case defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions

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Directors and Executive Officers .

The information required by

this Item 10 relating to officers and directors and nominees for election to the Board of Directors is incorporated by reference to the

Proxy Statement.

The information required

by this Item 10 relating to officers and directors and nominees for election to the Board of Directors is incorporated by reference to

the Proxy Statement.

Compliance with Section

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website, which is located at www.synergychc.com .

The Company intends to satisfy the SEC’s requirements regarding amendments

to, or waivers from, the Code by posting such information on its website or by filing a Current Report on Form 8-K to disclose such information.

The Company will provide a copy of the Code to any person without charge, upon

Such requests should be made in writing to the following address:

c/o Synergy CHC Corp., 770 Roosevelt Trail STE 8 #1016, N.

Windham, Maine 04062.

The Company intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by

posting such information on its website or by filing a Current Report on Form 8-K to disclose such information.

Procedures for Stockholders

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Audit Committee Information.

The information required by

this Item 10 relating to the Company’s audit committee financial experts and identification of the Company’s audit committee

The information required

by this Item 10 relating to the Company’s audit committee financial experts and identification of the Company’s audit committee

is incorporated by reference to the Proxy Statement.

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Transactions, and Director Independence

The information relating to

certain relationships and related transactions and director independence is incorporated herein by reference to the Proxy Statement.

The information relating

to certain relationships and related transactions and director independence is incorporated herein by reference to the Proxy Statement.

Principal Accountant Fees and Services

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Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Income and Other Comprehensive Income for the Years Ended December 31, 2024, and 2023

Consolidated Statements of Operations and Other Comprehensive (Loss) Income for the Years Ended December 31, 2025, and 2024

Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2025 and 2024

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The following documents are

filed as exhibits to this registration statement:

Agreement and Plan of Merger, dated April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc.

and Synergy Strips Corp.

(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Asset Purchase Agreement, dated January 16, 2015, by and among Synergy Strips Corp.;

Factor Nutrition Labs, LLC;

Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc.

(incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Asset Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp.

and Knight Therapeutics, Inc.

(incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

filed as exhibits to this Annual Report:

Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on September 16, 2024).

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp.

with the SEC on June 18, 2025)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

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on June 28, 2024).

Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy Strips Corp.

(incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp.

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Synergy Strips Corp.

2014 Stock Incentive Plan.

(incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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on June 28, 2024).

Contribution Agreement, dated August 18, 2015, among Hand MD, LLC, Principal Owners as listed therein, Synergy CHC Corp.

and Hand MD Corp.

(incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Intellectual Property License Agreement, dated August 18, 2015, by and between Synergy CHC Corp.

and Hand MD Corp.

(incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Stock Purchase Agreement, dated November 12, 2015, by and among Breakthrough Products, Inc., URX ACQUISITION TRUST, Jordan Eisenberg, other shareholders as listed therein and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Share Purchase Agreement, dated November 15, 2015, between TPR Investments Pty Ltd CAN 128 396 654 as trustee for Polmear Family Trust, Timothy Polmear and Rebecca Polmear, NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

First Amendment to Loan Agreement, dated November 12, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Amendment to First Amendment Agreement, dated December 3, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

to Synergy CHC Corp.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed

by Synergy CHC Corp.

with the SEC on June 18, 2025).

Amendment and Confirmation Agreement, dated December 3, 2015, by and among Knight Therapeutics (Barbados) Inc., Nomad Choice Pty Ltd., Synergy CHC Corp.

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on June 28, 2024).

Settlement and Release Agreement, dated December 17, 2015, by and between Synergy CHC Corp., the former shareholders of Breakthrough Products, Inc.

and URX ACQUISITION TRUST on its own behalf and as representative of certain shareholders (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Hand MD Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

FOCUSfactor Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc.

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on June 28, 2024).

Asset Purchase Agreement, dated June 21, 2017, among Synergy CHC Corp., Perfekt Beauty Holdings LLC and CDG Holdings, LLC (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Amended and Restated Loan Agreement, dated August 9, 2017, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

First Amendment to Amended and Restated Loan Agreement, dated May 14, 2018, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Second Amendment to Amended and Restated Loan Agreement, dated March 27, 2019, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Third Amendment Agreement, dated May 8, 2020, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Fourth Amendment Agreement, dated July 7, 2022, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Fifth Amendment Agreement, dated September 30, 2023, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Sixth Amendment Agreement, dated June 6, 2024, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Distribution Agreement (Canada), dated February 15, 2016, between Knight Therapeutics Inc.

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on June 28, 2024).

Form of Senior Subordinated Debenture due September 8, 2022 (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Modification Agreement, dated June 14, 2023, by and among Sanders Morris Harris, LLC, Mr.

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on August 28, 2024).

Code of Business Ethics and Conduct (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

Credit Agreement, dated as of May 30, 2025, by and among Synergy CHC Corp.

as Borrower, each subsidiary of the Borrower listed as a Guarantor therein, the lenders from time-to-time party thereto as Lenders and ACP Agency, LLC, as Collateral Agent and Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp.

on June 4, 2025).

Insider Trading Policy

List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

Form of Representative Warrant, dated August 27, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp.

on August 27, 2025).

Code of Business Ethics and Conduct (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K, filed by Synergy CHC Corp.

on March 31, 2025).

List of subsidiaries of the Registrant

Consent of RBSM LLP

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Denotes a management contract or compensatory plan or arrangement.

+ Certain confidential information contained in this agreement

has been omitted because it is not material and would be competitively harmful if publicly disclosed.

Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.

Filed or furnished herewith.

Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC on request.

Form 10-K Summary

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Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Income and Other Comprehensive Income for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

C onsolidated Balance Sheets as of December 31, 2025 and 2024

C onsolidated Statements of Operations and Other Comprehensive (Loss) Income for the Years Ended December 31, 2025 and 2024

C onsolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

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Synergy CHC Corp.

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Synergy

and subsidiaries (the Company) as of December 31, 2024 and 2023, and the related statements of income and other comprehensive

income, stockholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2024, and the related

notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations

and its cash flows for each of the years in the two year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Synergy CHC Corp.

(the Company) as of December 31, 2025 and 2024, and the related statements of operations and other

comprehensive (loss) income, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31,

2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

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the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to

obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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We have served as the Company’s auditor since 2014.

Houston, Texas

March 31, 2026

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Consolidated Balance Sheets

December 31, 2025

December 31, 2024

Current Assets

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Accounts receivable, net

Other receivables

Loan receivable (related party)

Other receivables, net

Loan receivable (related party), net

Prepaid expenses (including related party amount of $ 110,803 and $ 312,966 , respectively)

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Current Liabilities:

Accounts payable and accrued liabilities (including related party payable of $ 88,644 and $ 26,885 , respectively)

Accounts payable and accrued liabilities (including payable to shareholder of $ 196,934 and $ 88,644 , respectively)

Income taxes payable

Contract liabilities

Short term loans payable, net of debt discount, related party

Short term loans payable, net of debt discount

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

Current portion of notes payable, net of debt discount

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

Total Current Liabilities

Long-term Liabilities:

Notes payable, net of debt discount, related parties

Notes payable

Notes payable, net of debt discount, shareholder

Notes payable, net of debt discount

Total long-term liabilities

Total Liabilities

Commitments and contingencies

Commitments and contingencies (Note 13)

Stockholders’ Deficit:

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Consolidated Statements of Operations and Other

Comprehensive Income

Comprehensive (Loss) Income

Cost of sales

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General and administrative

Reserve for bad debts

Depreciation and amortization

Total operating expenses

Income from operations

(Loss) Income from operations

( 8,458,749 )

Other (income) expenses

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Interest expense

Remeasurement gain on translation of foreign subsidiary

Gain on settlement of notes payable

( 2,154,522 )

Remeasurement loss (gain) on translation of foreign subsidiary

Total other expenses

Net income before income taxes

Net (loss) income before income taxes

( 12,223,737 )

Income tax expense

Net income after tax

Net income per share – basic

Net income per share - diluted

Net (loss) income after tax

$ ( 12,341,208 )

Net (loss) income per share – basic

Net (loss) income per share - diluted

Weighted average common shares outstanding

Comprehensive income:

Comprehensive (loss) income:

Net (loss) income

$ ( 12,341,208 )

Foreign currency translation adjustment

Comprehensive income

Comprehensive (loss) income

$ ( 12,447,712 )

The accompanying notes are an integral part of

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$ ( 127,500 )

Foreign currency translation loss

Correction of an immaterial treasury stock adjustment

Balance as of December 31, 2023

$ ( 46,224,789 )

$ ( 27,305,973 )

Foreign currency translation income

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$ ( 16,631,343 )

Foreign currency translation loss

Issuance of common stock for loan financing

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

Issuance of common stock for exercise of pre-funded warrants

Issuance of common stock for modification of notes payable

Fair value of vested stock options

Fair value of underwriters warrants issued at IPO

Offering costs related to fair value of underwriting warrants

Issuance of common stock at IPO, net of issuance cost

Stock issued for services

( 12,341,208 )

Balance as of December 31, 2025

$ ( 154,281 )

$ ( 127,500 )

$ ( 56,441,021 )

$ ( 23,128,138 )

The accompanying notes are an integral part of

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Consolidated Statements of Cash Flows

December 31, 2025

December 31, 2024

Cash Flows from Operating Activities

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of debt issuance cost

Depreciation and amortization

Gain on settlement of liabilities

Net (loss) income

$ ( 12,341,208 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Amortization of debt discount and debt issuance cost

Depreciation and amortization

Stock based compensation

Stock issued for modification of notes payable

Stock issued for services

Foreign currency transaction (gain) loss

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Non cash implied interest

Accrual of loan success fee and warrants converted to loan

Bad debt, related party

Gain on settlement of debt

( 2,154,522 )

Write-off of inventory

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Loan receivable, related party

( 2,915,298 )

Prepaid expenses

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Prepaid expense, related party

Income taxes receivable

Income taxes payable

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( 2,870,633 )

( 6,645,324 )

Accounts payable, related party

Net cash used (used in) provided by operating activities

Net cash used in operating activities

( 2,585,022 )

( 4,803,390 )

Cash Flows from Investing Activities

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Proceeds from issuance of common stock at IPO

Proceeds from issuing common stock

Advances from related party

1 unchanged sentence

( 3,200,000 )

Repayment of notes payable, shareholder

( 10,000,000 )

Repayment of notes payable, related party

Proceeds from notes payable

Repayment of notes payable

Payment of loan financing fees

( 2,024,287 )

Repayment of notes payable

( 8,136,846 )

Net cash provided by (used in) financing activities

( 5,196,461 )

Net cash provided by financing activities

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

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

( 1,793,909 )

Net increase in cash, cash equivalents and restricted cash

Cash, Cash Equivalents and restricted cash, beginning of year

The accompanying notes are an integral part

of these consolidated financial statements

Cash, Cash Equivalents and restricted cash, end of year

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

Related party notes payable issued for the acquisition of intangible asset

Related party royalties converted to related party notes payable

Accounts payable converted to loan payable upon settlement

Issuance of common stock for loan financing

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

Exercise of pre-funded warrants

Loan fees payable to lender

The accompanying notes are an integral part of

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Effective January 1, 2019 the Company has merged

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

Synergy is the sole owner of three subsidiaries:

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

and the results have been consolidated in these statements.

Subsidiaries (Neuragen Corp., Breakthrough Products Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp.) into the Company.

Synergy is the sole owner of four subsidiaries:

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

and Synergy CHC Mexico, and the results have been consolidated in these consolidated

financial statements.

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

Note 2 – Summary of Significant Accounting

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

All significant intercompany balances and transactions have been eliminated

in consolidation.

All intercompany balances and transactions have been eliminated in consolidation.

Reverse Stock Split

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Use of Estimates

The preparation of the consolidated financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure

of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

results could differ from those estimates.

Significant estimates included are assumptions about collection of accounts receivable, current

income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates

used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such

as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense.

results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident.

Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined

to be necessary.

The preparation of the consolidated financial

statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

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

during the reporting period.

Actual results could differ from those estimates.

Significant estimates included are assumptions about collection

of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment

analysis of intangible assets, estimates used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton,

or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns,

and accrual of legal expense.

The results of any changes in accounting estimates are reflected in the consolidated financial statements

in the period in which the changes become evident.

Estimates and assumptions are reviewed periodically, and the effects of revisions are

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

Cash and Cash Equivalents

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We evaluate the recoverability of intangible assets

periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment

periodically consider events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

All of our intangible assets are subject to amortization.

Intangible assets are amortized on a straight line basis over the useful

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

Long-lived Assets

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eventual disposition of the asset.

Indicators of impairment include significant underperformance

relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy,

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

When indications of impairment arise

for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based

on an undiscounted cash flow analysis.

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

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

for the excess of carrying value over fair value.

Indicators of impairment include significant

underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our

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

When indications

of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset

(or asset group) based on an undiscounted cash flow analysis.

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

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

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

Revenue Recognition

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distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods.

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

Cancelled orders are

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

and orders will be refilled if lost in transit.

The Company recognizes revenue for its digital products in the month the download

by the customer occurs.

billed to customers is presented as revenues, and the related freight costs are presented in selling and marketing expense.

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

promotions and orders will be refilled if lost in transit.

The Company recognizes revenue for its digital products in the month

the download by the customer occurs.

All product sales were initiated based upon the

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

The Company accounts for its IP license revenue,

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

A license may be perpetual

or time limited in its application.

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

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

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

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

Contract Assets

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Costs incurred to obtain a contract are capitalized

unless short term in nature.

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

if the Company expects to recover those costs.

As a practical expedient, costs to obtain a contract that are short term in nature are

expensed as incurred.

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

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liabilities are recognized.

December 31, 2025

December 31, 2024

Beginning balance

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

The Company utilizes FASBASC 740, “Income

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

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

Under this method, deferred tax assets and liabilities are determined

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

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

A valuation allowance

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

The Company utilizes ASC 740, “Income Taxes,”

which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been

included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined based on the

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

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

A valuation allowance is recorded

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

The Company generated a deferred tax asset through

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

NomadChoice Pty Ltd, the Company’s wholly-owned

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

NomadChoice Pty Ltd, is a wholly-owned subsidiary,

and is subject to income taxes in Australia, the jurisdiction in which it operates.

Significant judgment is required in determining the

provision for income tax.

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

ultimate tax determination is uncertain.

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

current understanding of the tax law.

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

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

Synergy CHC Inc.

is a wholly-owned foreign subsidiary,

and is subject to income taxes in Canada, the jurisdiction in which it operates.

Significant judgment is required in determining the provision

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

Synergy CHC Inc.

is a wholly-owned foreign subsidiary,

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

Significant judgment is required in determining the provision for

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

determination is uncertain.

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

of the tax law.

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

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

Synergy CHC Mexico is a wholly-owned foreign subsidiary,

and is subject to income taxes in Mexico, the jurisdiction in which it operates.

Significant judgment is required in determining the provision

for income tax.

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

tax determination is uncertain.

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

understanding of the tax law.

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

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

Net Earnings (Loss) Per Common Share

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

Earnings Per Share.

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

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

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

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

income per share is anti-dilutive.

As of both December 31, 2024, and 2023, options to purchase 252,102 shares of common stock were outstanding.

As of December 31, 2024 and 2023, warrants to purchase 103,500 and 0 , respectively shares of common stock were outstanding.

The Company computes earnings per share under

ASC subtopic 260-10, Earnings Per Share.

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

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

Diluted earnings

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

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

is anti-dilutive.

As of December 31, 2025, and 2024, options to purchase 1,200,000 and 252,102 , respectively, shares of common stock were

As of December 31, 2025 and 2024, warrants to purchase 156,000 and 103,500 shares of common stock, respectively, were outstanding.

The following is a reconciliation of the number

of shares used in the calculation of basic and diluted earnings per share for the years ending December 31, 2024, and 2023:

of shares used in the calculation of basic and diluted (loss) earnings per share for the years ending December 31, 2025, and 2024:

For the year ending

Net income after tax

December 31, 2025

December 31, 2024

Net (loss) income after tax

$ ( 12,341,208 )

Weighted average common shares outstanding

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Dilutive potential common shares

Net earnings per share:

Net (loss) earnings per share:

The following

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

ASC 825 defines fair value as the price that would

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

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

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

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

ASC 825 establishes

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

measuring fair value.

ASC 825 Financial Instruments defines fair value

as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

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

at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that

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

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

inputs when measuring fair value.

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

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

The carrying amounts of the Company’s financial

assets and liabilities, including accounts receivable, prepaid expenses, accounts payable, accrued expenses, other current liabilities

and notes/loans payable, approximate their fair values because of the short-term nature of these instruments.

Inventory consists of raw materials, components

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Foreign Currency Translation

The functional currency of one of the Company’s

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

The Company’s foreign subsidiary maintains its records using local

currency (Australian Dollar – “AUD”).

All monetary assets and liabilities of the foreign subsidiary were translated

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

The functional currency of one of the

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

The Company’s foreign subsidiary maintains its

records using local currency (Australian Dollar – “AUD”).

All monetary assets and liabilities of the foreign

subsidiary were translated into U.S.

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

subsidiary were translated into U.S.

Dollars at transaction day exchange rates.

Income and expense items related to non-monetary items were translated at exchange rates prevailing

during the transaction date and other incomes and expenses were translated using average exchange rate for the period.

The resulting translation

adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.

Income and expense items related to non-monetary

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

average exchange rate for the period.

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

operations as Remeasurement gain or loss on translation of foreign subsidiary.

The functional currency of one of the Company’s

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

The Company’s foreign subsidiary maintains its records using

local currency (CAD).

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

Dollars at period end exchange rates

and stockholders’ equity is translated at the historical rates.

Income and expense items were translated using average exchange

rate for the period.

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

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

The functional currency of the Company’s

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

other foreign subsidiary (Synergy CHC Mexico) is the Mexican Peso (MXN).

The Company’s foreign subsidiary maintains its records

using local currency (CAD).

using local currency (MXN).

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

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The exchange rates used to translate amounts in

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

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

Balance sheet:

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USD exchange rate

Period-end MXN:

USD exchange rate

Income statement:

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USD exchange rate

Average Period MXN:

USD exchange rate

Translation gains and losses that arise from exchange

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

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

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

of operations as incurred.

Concentrations of Credit Risk

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Cost of sales includes the purchase cost of products

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

of our online Application.

sold, all costs associated with getting the products into the retail stores including buying costs and the hosting of our online Application.

Debt Issuance Costs

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primarily of arrangement fees, professional fees and legal fees.

These costs were netted off with the related loan and were being amortized

These costs were netted off with the related loan and are being amortized

to interest expense over the term of the related debt facilities.

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Segment Reporting

Segment identification and selection is consistent with the management

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

and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure.

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

The Company derives

its revenue from the sale of nutraceuticals.

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

significant accounting policies.

The chief operating decision maker assesses performance for the segment and decides how to allocate resources

based on net income that also is reported on the income statement as consolidated net income.

The measure of segment assets is reported

on the balance sheet as total consolidated assets.

Significant segment expenses include retailer promotions, freight and fulfillment,

marketing and salaries.

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

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

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

disaggregated basis;

Segment identification and selection is

consistent with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision

Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial

results consistent with that structure.

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

Company has one operating and reportable segment.

The Company derives its revenue from the sale of nutraceuticals.

The accounting

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

The chief operating

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

on the income statement as consolidated net income.

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

consolidated assets.

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

Company’s CODM reviews financial information presented and decides how to allocate resources based on net income.

does not have any intra-entity sales or transfers.

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

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

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The Company considered the following:

● At December 31, 2024, the Company had an accumulated deficit

of $ 44,099,813 .

● At December 31, 2024, the Company had a working capital deficit of $ 1,124,601 .

● At December 31, 2024, the Company had a decrease in net revenue

of $ 7,943,390 .

● At December 31, 2024, the Company had a decrease in net income

of $ 4,213,774 .

● At December 31, 2024, the Company used $ 4,803,390 in operating

● At December 31, 2025, the Company had an accumulated deficit of $ 56,441,021 .

● At December 31, 2025, the Company had a decrease in net revenue of $ 4,453,434 .

● At December 31, 2025, the Company had a decrease in net income of $ 14,466,184 .

● During the year ended December 31, 2025, the Company used $ 2,585,022

in operating activities.

Ordinarily, conditions or events that raise substantial

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

The Company evaluated its ability to meet its obligations as they become

due within one year from the date that the consolidated financial statements are issued by considering the following:

● In 2024, the Company repaid $ 8.5 million of loans from related

party and others and received $ 4.9 million through loans from related party and others.

● During 2024, the Company had net income of $ 2,124,976 .

● During 2024, the Company raised additional capital of $ 8.4 million through its Initial Public Offering (IPO).

● The Company has the option of selling any of its brands to

raise additional capital.

● The Company has restructured its debt agreements in 2024

which extends the terms into 2026.

The Company is currently in negotiations with lenders to refinance its existing debt.

Management concluded that the above factors

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

its obligations for the next twelve months from the issuance date.

The Company will take the following actions if

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

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

● Raise additional capital through line of credit and/or loans

financing for future mergers and acquisition.

● Implement restructuring and cost reductions.

● Raise additional capital through an additional capital raise.

Correction of Prior Period Immaterial Errors:

The Company has identified an immaterial error in

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

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

during July 2021 and accordingly

the shares previously issued to Hand MD Corp.

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

balance sheet.

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

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

In evaluating whether the previously issued consolidated

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

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

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

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

The guidance states

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

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

to the prior-year financial statements.

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

previously filed reports to be amended.

The Company’s consolidated balance sheet and

earnings per share has been revised from the amounts previously reported to correct the error and the impact of the

reclassification is shown in the below table.

Consolidated Balance Sheet as of December 31,

As Previously

Treasury Stock

$ ( 127,500 )

Accumulated deficit

( 44,227,313 )

( 44,099,813 )

Earnings Per Share for the year ended December

As Previously

Earnings per share

Weighted average common shares outstanding

The Company evaluated its ability to meet its

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

● At December 31, 2025, the Company had a working capital surplus of $ 1,778,308 .

● During 2025, the Company raised additional capital of $ 3.7 million through sale of its common stock.

The Company has restructured its debt agreements in 2025 which extends the terms into 2029.

The Company entered into a second amendment with its current lender during 2026 which adjusts various covenants and payment terms.

The Company has laid off 13 employees in order to right size its overhead expenses.

The Company has established an at-the-market (“ATM”) equity offering program pursuant to which we may issue and sell shares of our common stock from time to time, subject to market conditions and other factors.

Management concluded that the above factors alleviate

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

for the next twelve months from the issuance date.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards

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

In December 2023, the FASB issued Accounting Standards

Update (“ASU”) No.

2023-09, “Income Taxes (Topic 740):

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

ASU 2023-09 amends the rules on income tax disclosures to require entities

to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or

benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state,

and foreign).

In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local

jurisdictions, among other changes.

The amendments can be applied on a prospective basis although retrospective application is permitted.

The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently

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

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 expands segment disclosure

requirements through enhanced disclosures related to significant segment expenses that are regularly provided to the chief operating decision

maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment’s

profit or loss used by the CODM when deciding how to allocate resources.

All disclosure requirements under ASU 2023- 07 are also required

for public entities with a single reportable segment.

The amendments are effective for the fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

As of December 31, 2024, the Company has adopted ASU 2023-07.

While the adoption of ASU 2023-07 has not affected the Company’s financial statements, it has resulted in additional disclosures.

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

ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation,

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

tax expense or benefit from continuing operations (separated by federal, state, and foreign).

In addition, ASU 2023-09 requires entities

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

The amendments can

be applied on a prospective basis although retrospective application is permitted.

The amendments are effective for the fiscal years beginning

after December 15, 2024, with early adoption permitted.

While the adoption of ASU 2023-09 has not affected the Company’s consolidated

financial statements, it has resulted in additional disclosures.

In October 2023, the FASB issued ASU No.

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financial statements.

In July 2025, the FASB issued ASU No.

“Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”

(“ASU 2025-05”).

ASU 2025-05 provides a practical expedient to assume that conditions as of the balance sheet date remain

unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets

arising from transactions accounted for under Topic 606.

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

2025 and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the

impact this update will have on its consolidated financial statements.

Note 3 – Income Taxes

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Statutory Rate

AU/CA rates in excess of the US rate

Increase in valuation allowance

Utilization of Australian and Canadian NOL

$ ( 2,566,985 )

AU/CA/MXN rates in excess of the US rate

Increase (decrease) in valuation allowance

Permanent differences

Prior period true up

( 1,445,423 )

Total provision for income taxes

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Net deferred tax assets

Tax expense was $ 102,085 and $ 234,980 for 2024

and 2023, respectively.

The Company also has net operating loss carryforwards of approximately

$ 50,800,000 and approximately $ 51,800,000 (United States and Canada) included in the deferred tax asset table above for 2024 and 2023,

respectively, the majority attributable to the acquisition of Breakthrough Products, Inc.

However, due to limitations of carryover attributes

and separate return limitation year rules, it is unlikely the company will benefit from the NOL’s and thus Management has determined

a 100 % valuation reserved is required.

Further, the Company has not completed an evaluation of the NOL’s attributable to Breakthrough

Products, Inc.

Tax expense was $ 117,471 and $ 102,085 for 2025 and 2024, respectively.

Income tax provision (benefit) consists of the following

for the years ended December 31, 2025 and 2024:

For the Years Ended

Income tax provision (benefit):

Total Current

Total Deferred

Total income tax provision (benefit)

The table below summarizes the (loss) income before

taxes for domestic and foreign jurisdictions:

Domestic (U.S.)

$ ( 9,765,518 )

( 2,458,219 )

$ ( 12,223,737 )

The table below summarizes the income tax expense

for 2025 and 2024:

The Company also has net operating loss carryforwards

of approximately $ 57,000,00 and approximately $ 46,600,000 (United States and Canada) included in the deferred tax asset table above for

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

However, due to limitations of

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

Management has determined a 100 % valuation reserved is required.

Further, the Company has not completed an evaluation of the NOL’s

attributable to Breakthrough Products, Inc.

at the date of this report.

Note 4 – Accounts and Other

Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain

tax positions taken or expected to be taken in income tax returns.

ASC 740-10-25 requires that a position taken or expected to be taken

in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination

by tax authorities.

positions that meet the more likely than not threshold is then measured using a probability weighted approach recognizing the largest

amount of tax benefit that is greater than 50 % likely of being realized upon ultimate settlement.

The Company had no tax positions relating

to open income tax returns that were considered to be uncertain.

Company files income tax returns in the U.S.

federal jurisdiction, state jurisdiction (California) and foreign jurisdictions (Canada and

With few exceptions, the Company is no longer subject to U.S.

federal, state and local, or non-U.S.

income tax examination

by tax authorities for years before 2021.

The Internal Revenue Service has not recently informed the Company of any pending examinations.

Note 4 – Accounts and Other Receivable

Accounts receivable, net of allowances for doubtful

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During the years ended December 31, 2025 and 2024,

the Company charged $ 0 to bad debt expense.

During the year ended December 31, 2024, the Company had other receivables related to $ 252,405 for Employee Retention

Credits, $ 258,129 related to an insurance claim for stolen goods and $ 1,489,103 related to disputed accounts receivables.

the Company charged $ 2,256,846 and $ 0 , respectively, to bad debt expense.

The $ 2,256,846 is comprised of the remaining balance in other

receivables of $ 1,654,249 , a write off of uncollectible accounts receivable of $ 225,018 and recognizing an allowance for doubtful accounts

of $ 377,579 .

During the year ended December 31, 2024, the Company had other receivables related to $ 252,405 for Employee Retention Credits,

$ 258,129 related to an insurance claim for stolen goods and $ 1,489,103 related to disputed accounts receivables.

Note 5 – Prepaid Expenses

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Miscellaneous

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

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

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

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

During the year ended December 31, 2025, the Company charged

these media credits to general and administrative expense as they were not utilized.

Note 6 – Concentration of Credit Risk

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Accounts receivable

As of December 31, 2024 and 2023, one and two

customers accounted for 74 % and 68 %, respectively, of the Company’s accounts receivable.

As of December 31, 2025 and 2024, one customer

accounted for 71 % and 74 %, respectively, of the Company’s accounts receivable.

Major customers

For the years ended December 31, 2025 and 2024,

two and three customers accounted for approximately 73 % and 78 %, respectively, of the Company’s net revenue.

Substantially all of

the Company’s business is with companies in the United States.

two customers accounted for approximately 79 % and 73 %, respectively, of the Company’s revenue.

Substantially all of the Company’s

business is with companies in the United States.

Accounts payable

As of December 31, 2024 and 2023, four and two

As of December 31, 2025 and 2024, two and four

vendors accounted for 64 % and 69 %, respectively, of the Company’s accounts payable.

Major suppliers

For the year ended December 31, 2024, three suppliers

For the year ended December 31, 2025, two suppliers

accounted for approximately 46 % of the Company’s purchases.

For the year ended December 31, 2023, one supplier accounted for approximately

18 % of the Company’s purchases.

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

For the year ended December 31, 2024, three suppliers accounted for

approximately 42 % of the Company’s purchases.

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

Note 7 – Inventory

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Finished goods

Inventory in transit

Raw materials

Total inventory

As of January 22, 2015, inventory was pledged

to Knight under the Loan Agreement (see note 11).

As of December 31, 2023, $ 2,948 of the Company’s inventory was in transit.

the years ended December 31, 2024 and 2023, $ 125,364 and $ 251,021 , respectively, of expiring and slow-moving inventory was written off

to cost of sales.

As of December 31, 2024 and 2023, the Company has accrued $ 0 and $ 387,176 , respectively, related to storing this inventory

and ultimate disposal of the obsolete inventory.

During the years ended December 31, 2025 and 2024,

$ 894,341 and $ 125,364 , respectively, of expiring and slow-moving inventory was written off to cost of sales and $ 150,000 has been accrued

for to dispose of these expired goods.

Note 8 – Intangible Assets

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Note 9 – Related Party Transactions

The Company paid consulting fees through December 31, 2024 to a company

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $ 1,321 during the year ended December 31, 2024 as

consulting fees.

The Company expensed $ 500,000 during the year ended December 31, 2023.

The Company advanced $ 396,683 in the manner of

a prepaid consulting fees during the year ended December 31, 2024 and applied $ 328,003 of that advance to a short term loan.

balance as of December 31, 2024 and December 31, 2023 was $ 296,981 and $ 501,321 , respectively.

During 2024, the Company was advanced $ 3,175,000

and $ 514,500 Canadian Dollars (US Dollars $ 342,201 ) in the form of a short term note.

The balance owed as of both December 31, 2024 and

December 31, 2023 is $ 0 .

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

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

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

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

Company owed Knight $ 275,000 and $ 287,500 , respectively in relation to this agreement (see Note 11).

The Company recorded present value

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

During June 2024, this Security

Agreement was consolidated into one loan under the sixth amendment.

The Company entered into transactions with a

related party controlled by the CEO during prior years.

The transactions were a pass through and allocation of expenses and

reimbursements.

During 2023, the Company loaned $ 426,500 and received repayments of $ 400,000 .

As of December 31, 2024 and 2023

the Company was owed $ 4,375,059 and $ 4,459,996 , respectively.

This loan has a repayment date of December 31, 2025 and will be

guaranteed by 1,500,000 shares of Company stock if the loan remains outstanding as of January 1, 2026.

The Company paid consulting fees through December

31, 2025 to a company owned by Mr.

Jack Ross, Chief Executive Officer (CEO) of the Company.

The Company expensed $ 995,000 and $ 1,321 during

the years ended December 31, 2025 and 2024, respectively, as consulting fees.

The Company advanced $ 396,683 in the manner of a prepaid

consulting fees during the year ended December 31, 2024 and applied $ 328,003 of that advance to a short-term loan.

The prepaid balance

as of December 31, 2025 and 2024 was $ 110,803 and $ 296,891 , respectively.

During 2025, the Company was advanced $ 235,000 and during 2024,

the Company was advanced $ 3,175,000 US Dollars and $ 514,500 Canadian Dollars (US Dollars $ 342,201 ), respectively in the form of a short-term

The balance owed as of December 31, 2025 and 2024 is $ 100,000 and $ 0 , respectively.

During 2025, the Company paid $ 52,500 for a

vehicle allowance and $ 31,062 for insurance reimbursement.

During 2025, the Company paid $ 57,720 as rent for 2025 for office and meeting

space in the United States.

The Company paid rent through December 31, 2025 to a company owned

by the CEO of the Company.

The Company expensed $ 261,724 Canadian Dollars ($ 187,389 US Dollars).

The Company entered into transactions with a related

party controlled by the CEO during prior years.

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

of December 31, 2024 the Company was owed $ 4,375,059 .

The related party is out of business and does not have the ability to repay this

The Company evaluated the collectability of this loan as of December 31, 2025.

This loan was deemed uncollectable due to lack of

ability to repay and $ 4,403,804 was fully expensed to bad debt.

The Company entered into a transaction with a

4 unchanged sentences

repaid during February 2024.

On August 9, 2017, the Company entered into a

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

capital loan.

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

(see Note 11).

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

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

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

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

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

At March 31, 2024 and December

31, 2023, the Company owed Knight $ 320,000 and $ 392,000 , respectively on this loan (see Note 11).

During June 2024, this Third Amendment

Agreement was consolidated into one loan under the sixth amendment.

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

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

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

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

31, 2023 (see Note 11).

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

On September 30, 2023, the Company entered into

a Fifth Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, to modify prior Agreements.

This modification extends

the maturity dates of loans to March 31, 2024.

The Company will pay Knight a closing fee of $ 1,000,000 in connection with the Fifth Amendment.

This has been accrued for during the year ended December 31, 2022 since this was earned upon renegotiation of the loan during 2022 (see

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

During June 2024, the Company entered into Sixth

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

This modification consolidated outstanding

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

The Company recognized interest expense of $ 623,355 and $ 1,545,675

during the years ended December 31, 2025 and 2024, respectively.

Accrued interest was $ 1,760,076 as of December 31, 2023.

Accrued interest

was capitalized and included in the loan balance as of both March 31, 2024 December 31, 2023.

During 2024, the accrued interest was consolidated

into one loan under the sixth amendment.

The Company also paid extension fees of $ 136,000 per month from October 2023 through February

2024 resulting in interest expense for 2023 of $ 408,000 and $ 272,000 in 2024.

During June 2024, the Company entered into Sixth

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

This modification consolidates outstanding

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

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

agreement (see Note 11).

On December 23, 2016, the Company entered into

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

In conjunction with this agreement, the Company

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

sales for sales achieved through retail sales.

an agreement with Knight Therapeutics Inc.

for the distribution rights of FOCUSfactor in Canada.

In conjunction with this agreement, the

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

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

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

year ended December 31, 2024, the Company expensed $ 123,584 Canadian dollars (US Dollars $ 90,229 ).

During the year ended December 31,

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

As of December 31, 2024 and 2023, the total outstanding balance

was $ 123,584 and $ 549,229 Canadian dollars, respectively.

In US Dollars, the total outstanding balance was $ 85,891 and $ 415,272 as of

December 31, 2024 and 2023, respectively.

The outstanding distribution fees at December 31, 2023 have been added to the related party

notes payable.

On December 23, 2016, the Company entered into

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

In conjunction with this agreement, the Company

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

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

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

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

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

As of December

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

In US Dollars, the total outstanding balance was $ 121,458 as of

December 31, 2023.

This agreement has terminated and the outstanding distribution fees have been added to the related party notes payable.

During the year ended December 31, 2025, the Company expensed $ 146,336 Canadian dollars (US Dollars $ 104,730 ) and is included in selling

and marketing.

During the year ended December 31, 2024, the Company expensed $ 123,584 Canadian dollars (US Dollars $ 90,229 ) and is included

in selling and marketing.

As of December 31, 2025 and 2024, the total outstanding balance was $ 269,920 and $ 123,584 Canadian dollars,

respectively.

In US Dollars, the total outstanding balance was $ 196,934 and $ 85,891 as of December 31, 2025 and 2024, respectively.

The Company expensed royalty of $ 11,869 and $ 51,428

for the years ended December 31, 2025 and 2024, respectively.

At December 31, 2024 and 2023, the Company owed Knight Therapeutics $ 2,753

and $ 19,324 , respectively, in connection with a royalty distribution agreement.

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

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

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

The Company has recorded this payable

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

The balance outstanding at December

31, 2023 was $ 450,000 .

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

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

$ 578 and $ 2,753 , respectively, in connection with a royalty distribution agreement, and is in accounts payable.

Note 10 – Accounts Payable and Accrued Liabilities

4 unchanged sentences

Accounting Fees

Royalties, related party

Royalties, shareholder

Payroll taxes

Professional Fees

Related party advance

The Company has estimated and accrued for its

sales tax liability at $ 3,703 and $ 6,098 for the parent entity as of December 31, 2024 and 2023, respectively.

sales tax liability at $ 355 and $ 3,703 as of December 31, 2025 and 2024, respectively.

During 2024, the Company recognized a gain on

1 unchanged sentence

This gain was included as a reduction of selling and marketing expenses.

During 2023 the

Company recognized a gain on forgiveness of accounts payable of $ 2,400,000 .

This gain was included as a reduction of selling and marketing

Note 11 – Notes Payable

1 unchanged sentence

payable at December 31, 2025 and 2024 are as follows:

Notes payable

Unamortized debt issuance cost

Current portion, related party

$ 10,000,000 August 9, 2017 Loan

$ 2,000,000 and $ 6,000,000 Notes

$ 5,450,000 December 28, 2023 Loan

$ 3,020,824 March 27, 2024 Loan

$ 3,024,000 November 12, 2025 Advance

$ 17,500,000 May 2025 Loan

Unamortized debt issuance cost and debt discount

( 2,816,562 )

Current portion, shareholder

( 4,000,000 )

Current portion, other

1 unchanged sentence

( 7,725,272 )

Long-term portion, related party

Long-term portion, shareholder

Long-term portion, other

3 unchanged sentences

(“Neuragen”), issued a 0 % promissory note in a principal amount of $ 950,000 in connection

with an Asset Purchase Agreement.

The note requires $ 250,000 to be paid on or before June 30, 2016, and $ 700,000 to be paid in quarterly

installments (beginning with the quarter ending September 30, 2015) equal to the greater of $ 12,500 or 5 % of U.S.

net sales, and 2 % of

with an Asset Purchase Agreement to Knight Therapeutics Inc.

The note requires $ 250,000 to be paid on or before June 30, 2016,

and $ 700,000 to be paid in quarterly installments (beginning with the quarter ending September 30, 2015) equal to the greater of $ 12,500

or 5 % of U.S.

net sales, and 2 % of U.S.

net sales of Neuragen for 60 months thereafter.

The payment of such amounts is secured by a security interest in certain assets,

undertakings and property (“Collateral”) pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 1.2 million.

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property (“Collateral”) pursuant to the Security Agreement, which will be released

upon receipt of total payments of $ 1.2 million.

The Company recorded present value of future payments

2 unchanged sentences

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

The Company recorded interest expense of $ 4,799 and $ 29,401

for the year ended December 31, 2024 and 2023, respectively.

The Company made payments of $ 12,500 and $ 37,500 during 2024 and 2023, respectively.

The Company recorded interest expense of $ 4,799 for the

year ended December 31, 2024.

The Company made payments of $ 12,500 during 2024.

During June 2024, this Security Agreement was

3 unchanged sentences

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

additional $ 10 million, and an ongoing credit facility of up to $ 20 million, and which amount was borrowed at closing (the “Financing”)

for working capital purposes.

At closing, the Company paid Knight an origination fee of $ 200,000 and a work fee of $ 100,000 and also paid

$ 100,000 of Knight’s expenses associated with the Loan.

Additional Tranches under the Loan Agreement are

available to the Company until August 9, 2022 provided that no event of default exists.

Each Additional Tranche must be for a minimum

amount of $ 1.0 million, may only be used to finance qualified acquisitions (as defined in the Loan Agreement), and can be denied in Knight’s

absolute discretion.

If an Additional Tranche is denied, the Company can effect a qualified acquisition through a special purpose entity

with such special purpose entity being entitled to obtain financing from third parties so long as such financing does not adversely affect

Knight or Knight’s rights under the Loan Agreement.

Upon the closing of any Additional Tranche, the Company will pay Knight an origination

fee equal to 2 % of the Additional Tranche, a work fee equal to 1 % of the amount of the Additional Tranche, and reimburse Knight for its

expenses incurred in connection with its consideration of any Additional Tranche (whether or not advanced).

The Loan bears interest at 10.5 % per annum.

amended Loan Agreement matures on August 8, 2020 and (b) the date that Knight, in its discretion, accelerates the Company’s obligations

due to an event of default.

On the Maturity Date of the Third Tranche and

every Additional Tranche (or upon the acceleration of each such loan), the Company must pay Knight a success fee (the “Success Fee”)

of that number of Company common shares equal to 10 % of the loan, divided by the lesser of (a) $ 1.50 , (b) the lowest price at which any

common shares were issued by the Company in any offering or equity financing or other transaction between the Closing Date and the date

the Success Fee is due, and (c) the current market price on the date the Success Fee is due.

The Company may also pay the Success Fee

in cash pursuant to the terms of the Loan Agreement.

The Loan Agreement includes customary representations,

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

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

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

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

The Loan Agreement also includes customary events

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

Upon the occurrence

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

interest rate of an additional 5 %.

The Company’s obligations and liabilities

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

in the Loan Agreement.

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

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

with Knight Therapeutics (Barbados) Inc.

(“Knight”), pursuant to which Knight agreed to loan the Company an additional $ 2.5

million (the “Additional Loan”).

That same day (the “Closing”), the Company paid Knight a work fee of $ 36,000 ,

and $ 25,000 for Knight’s legal costs and expenses incurred in connection with the Third Amendment.

The Third Amendment amends the

original loan agreement that the Company and Knight entered into in January 2015 and subsequently amended (as amended, the “Original

Loan Agreement”).

The Additional Loan matures on May 8, 2021 (the “TA Maturity Date”) and bears interest at 12.5 % per

annum compounding quarterly.

On the TA Maturity Date, the Company will pay Knight a success fee (the “Success Fee”) of $ 83,250 .

The Success Fee is payable in cash or stock as set forth in the Loan Agreement.

The Third Amendment includes customary representations,

warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, including

an undertaking to maintain at all times a cash balance of $ 600,000 and EBITDA of $ 3,000,000 for the twelve months ended June 30, 2020

and $ 4,000,000 for the twelve month period ending on the last day of each fiscal quarter thereafter.

Terms of the $ 10,000,000 August 9, 2017 loan (Third

Tranche) (see note 9) were modified in the Third amendment.

Third tranche shall bear interest from May 8, 2020 at a rate equal to 12.5 %

per annum compounded quarterly.

The Company shall pay success fee in the amount of $ 1,000,000 with respect to the Third Tranche, which

shall be fully earned on May 8, 2020 and payable no later than August 31, 2022.

Third Tranche success fee shall bear interest at 12.5 %

per annum compounding quarterly.

The loan has been extended to a maturity date of December 31, 2021 .

Because these amendments were considered

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

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

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

with Knight Therapeutics (Barbados) Inc.

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

million (the “Second Additional Loan”).

The Fourth Amendment amends the original loan agreement that the Company and Knight

entered into in January 2015 and subsequently amended (as amended, the “Original Loan Agreement”).

The Second Additional Loan

matures on the earlier of October 31, 2022 and the date that is ninety days after the date, if any, on which Knight delivers a Second

Additional Loan Repayment Notice to the Company.

The Company will pay Knight a success fee of $ 40,000 and an amendment fee of $ 30,000

which is fully earned and payable as of the Fourth Amendment Date.

The loan bears interest at the greater of 14 % or the prime rate plus

8 % per annum, compounded quarterly.

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

On September 30, 2023, the Company entered into a Fifth Amendment Agreement

(the “Fifth Amendment”) to the Loan Agreement with Knight, pursuant to which Knight agreed to extend the maturity date of

the Loan to March 31, 2024 .

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

The Company will pay Knight a closing

fee of $ 1,000,000 and $ 150,000 as reimbursement for Knights legal fees incurred in connection with the Fifth Amendment.

These have been

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

The Company has

also paid Knight an extension fee of $136,000 per month from October 2023 through February 2024 resulting in interest expense for 2023

of $ 408,000 and $ 272,000 in 2024.

We have amended our financial covenants in the

Fifth Amendment to as follows:

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

each Fiscal Quarter starting June 30, 2023.

We shall at all times maintain Focus Factors net sales on a trailing twelve month basis of

at least $ 30,000,000 .

The Company recognized interest expense of $ 1,545,674 and $ 1,693,642

during the years ended December 31, 2024 and 2023, respectively.

Accrued interest was $ 1,760,076 as of December 31, 2023.

Accrued interest

was capitalized and included in the loan balance as of December 31, 2023.

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

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

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

The Company has recorded this payable

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

The balance outstanding at December

31, 2023 was $ 450,000 .

During 2023, the Company accrued $ 83,250 as added

to Notes Payable in the form of a loan success fee as earned.

During March 2024, the Company has entered into

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

The consolidated loan will

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

The principal repayment

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

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

The loan has been extended to a

maturity date of March 31, 2026 .

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

as modification of debt.

Minimum interest rate is subjected to the following

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

the Interest Rate will increase by 5 %.

(ii) Synergy shall raise Five Million Dollars

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

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

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

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

Any equity raise shall not dilute Knight’s ownership

in Synergy below 10 % of fully diluted basis.

This loan shall be senior secured

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

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

Bonus Success Fee:

Upon closing of a Sale

Transaction (hereinafter defined) of Synergy, KTI, shall be paid a One Million eight hundred thousand Dollar ($ 1,800,000 ) Bonus success

fee (“Bonus Success Fee”).

The Sale Transaction shall include but is not limited to the acquisition of Synergy by a Third

Party, the merger of Synergy with a Third Party, partial or complete sale of any asset of Synergy.

The obligation of Synergy to KTI under

the Success Fee shall survive the Maturity Date and remain in force until a Sale Transaction.

As the sole exemption from the above defined

Sale transaction and herein Bonus success fee, If Synergy or any of its brands does an IPO on a publicly listed exchange, no such Bonus

Success fee will be due nor payable by Synergy.

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

of equity at a $ 50 million pre-money valuation.

The following covenants shall

be added or amended to the existing Loan with KTI;

(i) Jack Ross’s Synergy total annual compensation

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

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

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

Board of Directors.

(ii) Synergy shall maintain a minimum EBITDA of

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

(iii) Synergy shall provide KTI a quarterly and

annual operating budget for approval prior to implementation;

(iv) Synergy shall enter into a Shareholders Agreement

with KTI, by June 30, 2024;

which shall contain customary terms and conditions acceptable to all parties

(v) This Loan becomes immediately due if Focus

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

Synergy shall provide KTI with monthly Net Revenues for Focus

(vi) Synergy is required to communicate to Knight

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

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

(vii) Timely payment of royalties due to Knight.

(viii) Synergy shall repay and terminate Shopify

debt no later than December 31, 2024.

Other Loan Conditions:

In the event, Synergy

does not repay the KTI in full on March 31, 2026, Jack Ross shall sell, for $ 1 , a total of 453,782 of his Synergy shares to KTI.

of the Additional Shares is at Knight’s option and Jack Ross and KTI shall execute a Share Purchase Agreement prior to April 30th,

additional $ 10 million.

The Company recognized interest expense of $ 623,355

and $ 1,545,674 during the years ended December 31, 2025 and 2024, respectively.

During June 2024, the Company entered into Sixth

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

This modification consolidated outstanding

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

On May 29, 2025, the Company satisfied the amount

outstanding as of that date of $ 12,713,858 through a combination of (i) a $ 10,000,000 cash repayment, (ii) an early payment discount of

$ 1,213,858 and (iii) a conversion of $ 1,500,000 into equity (the “Equity Conversion”).

On June 11, 2025 (the “Initial Exercise

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

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

The Pre-Funded Warrant

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

The aggregate exercise price of the

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

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

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

The Pre-Funded Warrant may be exercised, in whole

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

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

next sale of equity securities of the Company.

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

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

The Company valued 428,570

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

As of December 31, 2025 and 2024 the total consolidated

amount outstanding on these loans, including accrued interest and royalties is $ 12,333,052 and $ 12,426,997 , respectively.

The Company is required to make future payments

$1,700,000 July 13, 2021 Loan:

On July 13, 2021, the Company entered into a loan agreement of $ 1,700,000

with Hand MD, LLC for transfer of ownership to in Hand MD Corp.

to The Company.

Payments are due as follows:

$ 500,000 within 10 business days of execution, $ 400,000 on or before the six month anniversary of the agreement,

$ 400,000 on or before the twelve month anniversary of the agreement and $ 400,000 on or before the eighteen month anniversary of the agreement.

During the year ended December 31, 2023 the Company paid $ 400,000 toward the loan.

This was fully repaid during 2023.

amount outstanding on these loans, including accrued interest and royalties was, $ 0 and $ 12,333,052 , respectively.

$2,000,000 February 10, 2022 Loan:

1 unchanged sentence

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

This interest rate on the promissory note was

modified effective June 30, 2022 to 15.5 % per annum compounded quarterly.

Subsequently and pursuant to the modification agreement entered

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

$ 6,000,000 loan noted below in that, interest would be accrued to December 31, 2022 and added to the outstanding principal loan balance.

Interest payments to commence January 31, 2023 on unpaid principal and accrued and unpaid interest through December 31, 2022.

shall repay all principal and interest on the earlier of a merger, sale of the Company or Focus Factor or the assets of the Company or

September 30, 2023.

The Company will pay a closing fee of $ 500,000 and $ 50,000 as reimbursement for legal fees incurred in connection

with the loan renegotiation of both the $ 2,000,000 February 10, 2022 Loan and the $ 6,000,000 March 8, 2022 Loan.

To the extent that this

Note and $ 6 million March 8, 2022 Loan is not repaid on the terms, Jack Ross shall personally grant:

Warrants struck at $ 0.01 penny per

share, covering 10 % of his stock in the event that Synergy does not make its principal repayment outlined above, in full.

issuance shall be made to the holders of this Note and the $ 6 million March 8, 2022 Loan (ratably).

This promissory note has been modified effective September 30, 2023

in conjunction with the Senior Subordinated Debentures.

Interest payments to commence January 31, 2023 on unpaid principal and accrued

and unpaid interest through December 31, 2022.

Interest expensed and paid during 2024 and 2023 has amounted to $ 1,261,742 and $ 332,769 ,

respectively.

Principal and interest payments shall begin effective October 31, 2023 and continue through March 31, 2024 on the earlier

of a merger, sale of the Company or Focus Factor or the assets of the Company or March 31, 2024.

To the extent that this Note and $ 6 million

March 8, 2022 Loan is not repaid on the terms, Jack Ross shall personally grant:

Warrants struck at $ 0.01 penny per share, covering 10 %

of his stock in the event that Synergy does not make its principal repayment outlined above, in full.

The warrant issuance shall be made

to the holders of this Note and the $ 6 million March 8, 2022 Loan (ratably).

The pro-rata closing fee of $ 125,000 originally due on September

30 th 2023 was also extended to March 31, 2024.

The outstanding loan balance at March 31, 2024 and December 31, 2023 was $ 1,800,000

and $ 1,875,000 , respectively.

On March 31, 2024, the Company has entered into

a Modification Agreement in relation to this loan.

On March 31, 2024, we entered into a Modification

Agreement in relation to this loan.

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

Cash payments

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

The Company is required to make principal

payments of $ 1,000,000 each starting from March 31, 2025 quarter till December 31, 2025 quarter.

The remaining principal and unpaid interest

is fully due on March 31, 2026.

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

such time the loan is paid in full.

Cash payments of interest

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

We are required to make principal payments of

$ 1,000,000 each quarter starting from March 31, 2025 until December 31, 2025.

The remaining principal and unpaid interest is

fully due on March 31, 2026.

In addition, a loan renegotiation fee of $ 500,000 shall be earned and payable on March 31, 2026

or at such time the loan is paid in full.

Upon closing of a sale transaction, as defined in the agreement, a bonus success fee of $ 1,800,000

2 unchanged sentences

An incentive fee of a maximum of $ 563,092 will be paid, prorated if the loan is paid off early.

If the loan is not repaid by March 31,

2026, Jack Ross, majority shareholder shall grant warrants covering 10 % of his stock struck at $ 0.01 per share.

There is a cross-default

clause in the agreement which states that if Knight triggers an event of default on its own loan facility, this loan will also be under

This Agreement consolidates this $ 2,000,000 loan and the $ 6,000,000 March 8, 2022 loan as detailed below.

Because these amendments

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

The Company is required to make future payments

There is a cross-default clause in the

agreement which states that if Knight triggers an event of default on its own loan facility, this loan will also be under default.

Agreement consolidates this $ 2,000,000 loan and the $ 6,000,000 March 8, 2022 loan as detailed below.

Subsequently and pursuant to the modification

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

additional $ 6,000,000 March 8, 2022 loan noted below.

$6,000,000 March 8, 2022 Loans:

4 unchanged sentences

with the promissory note.

The modification included the exercise of $ 1.5 million on cash payment in lieu of the exercise of warrants.

Pursuant to ASC 480 warrants were liability classified and the Company accrued the warrant liability of $ 1.5 million on March 8, 2022,

the date of issuance.

Upon September 8, 2022, the date of exercise of the warrants, the Company offset this warrant liability and added

the $ 1.5 million balance to the Senior Subordinated Debentures, for a combined outstanding balance of $ 7.5 million.

The terms of the warrants

were, at the sole option of the holder, to covert the warrant at a 25 % discount in the event the Company consummated an IPO, a cash option

whereby the holder could convert the warrants at a cash value of $ 1.5 million or convert the warrants into the private entity valued by

an independent third party appraiser.

Covenants pursuant to the loan were as follows:

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

starting June 30, 2023.

The Company shall at all times maintain Focus Factor’s net sales on a trailing twelve month basis of at

least $ 30,000,000 .

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

with the modification agreement.

The debentures required payments of interest at

8 % per annum for the first 90 days the debentures were funded and outstanding, 9.5 % interest per annum for the next 90 days the debentures

were funded and outstanding at which time all interest and principal would be due.

These debentures have been modified effective

September 30, 2023 to the following terms:

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

payments to commence January 31, 2023 on unpaid principal and accrued and unpaid interest through December 31, 2022.

Interest accrued

and unpaid during 2022 was $ 672,574 and was subsequently added to the principal balance of the loan outstanding.

Interest expensed and

paid during 2023 has amounted to $ 1,257,014 .

Nominal principal payments were negotiated in lieu of additional extension fees and shall

begin effective October 31, 2023 and continue through March 31, 2024 when the balance is due.

Loan renegotiation fee of $ 500,000 is due

March 31, 2024.

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

The outstanding loan balance at March 31, 2024 and December 31, 2023 was $ 6,900,000 and $ 7,125,000 , respectively, which includes

original principal amount net off repayment and warrants conversion to loan of $ 1,500,000 .

On March 31, 2024, the Company has entered into

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

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

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

for the modifications as modification of debt.

$355,950 May 10, 2022 Loan:

On May 10, 2022, the Company entered into a loan

agreement of $ 355,950 with Shopify Capital Inc.

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

received $ 315,000 from Shopify Capital Inc.

and $ 40,950 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

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

payments of $ 355,950 .

The Company recognized amortization original issue

discount of $ 13,746 which is included in interest expense in the statement of income during the year ended December 31, 2023.

The outstanding

loan balance at December 31, 2023 was $ 0 .

$226,000 April 13, 2023 Loan:

On April 13, 2023, the Company entered into a

loan agreement of $ 226,000 with Shopify Capital Inc.

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

received $ 200,000 from Shopify Capital Inc.

and $ 26,000 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

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

payments of $ 226,000 .

The Company recognized amortization original issue

discount of $ 26,000 , which is included in interest expense in the statement of income during the year ended December 31, 2023.

The outstanding

loan balance at December 31, 2023 was $ 0 .

$180,800 July 12, 2023 Loan:

On July 12, 2023, the Company entered into a loan

agreement of $ 180,800 with Shopify Capital Inc.

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

received $ 160,000 from Shopify Capital Inc.

and $ 20,800 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

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

payments of $ 180,800 .

The Company recognized amortization original issue

discount of $ 12,288 and $ 8,512 , respectively, which are included in interest expense in the statement of income during the years ended

December 31, 2024 and 2023.

The outstanding loan balance at December 31, 2023 was $ 94,525 , net of unamortized original issue discount

of $ 12,288 .

The outstanding loan balance at December 31, 2024 was $ 0 .

The modification included the exercise of $ 1,500,000 on cash payment in lieu of the exercise of warrants.

to ASC 480, warrants were classified as liability and we accrued the warrant liability of $ 1,500,000 on March 8, 2022, the date of the

On September 8, 2022, the date of the exercise of the warrants, we offset this warrant liability and added the $ 1,500,000 balance

to the Senior Subordinated Debentures.

On March 31, 2024, the Company entered into a

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

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

Agreement in relation to this $ 8 million loan, whereby this loan becomes subordinated debt to the senior lender ( $ 17,500,000 May 2025

Loan – see below) .

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

is no maturity date on this consolidated loan, and bears interest at 12 % per annum.

“Interest Payment Conditions” means

with respect to any payment of interest on this loan, the satisfaction of the following conditions:

as of the date of any such interest payment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b) Liquidity (prior to and after giving effect to such payment) shall not be less than $ 2,000,000 ;

the Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment (and, for the avoidance of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense), shall be not less than 1.20 to 1.00;

the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculation required thereby.

“Principal Payment Conditions” means

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

as of the date of any such principal payment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b) Liquidity (prior to and after giving effect to such payment) shall not be less than $ 4,000,000 ;

the Consolidated Senior Net Leverage Ratio of the Borrower and its Subsidiaries as of the end of such fiscal quarter of the Borrower ending on or most recently preceding the date of such payment or prepayment was less than 2.75 to 1.00;

(e) such payment or prepayment is made using only Net Cash Proceeds of an Equity Issuance which are not required to be applied as a mandatory prepayment pursuant to Section 2.5(c)(v) in an amount not to exceed fifty percent ( 50 %) of such Net Cash Proceeds;

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

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

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

by December 31, 2024.

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

The Company recognized total interest expense

of $ 1,958,384 during the year ended December 31, 2025, which includes shares valued at $ 847,062 and $ 1,260,187 during the year ended December

The Company repaid $ 198,943 on this loan during the year ended December 31, 2025.

The outstanding loan balance at December 31,

2025 and 2024 was $ 9,595,223 and $ 9,794,166 , respectively.

$5,450,000 December 28, 2023 Loan:

2 unchanged sentences

The loan bears interest at 5 % per annum and is

payable in full with the last payment.

payable in full with the last loan payment.

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

of cost of sales (See Note 13).

During 2024 and 2023, the Company made payments

of $ 2,000,000 and $ 1,000,000 , respectively, toward this loan.

The outstanding loan balance at December 31, 2024 and 2023 was $ 2,802,445

and $ 4,802,445 , respectively, including interest of $ 352,445 .

The Company is required to make future payments

$141,250 January 29, 2024 Loan:

On January 21, 2024, the Company entered into

a loan agreement of $ 141,250 with Shopify Capital Inc.

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

received $ 125,000 from Shopify Capital Inc.

and $ 16,250 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

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

payments of $ 141,250 .

The Company recognized amortization original issue

discount of $ 16,250 , which is included in interest expense in the statement of income during the year ended December 31, 2024.

The outstanding

loan balance at December 31, 2024 was $ 0 .

During the years ended December 31, 2025 and 2024,

the Company made payments of $ 2,622,201 and $ 2,000,000 , respectively toward this loan.

During June 2025, the supplier agreed to a Payoff

Settlement Agreement, resulting in a lesser prepay amount resulting in a gain to the Company of $ 180,244 .

The outstanding loan balance at December 31, 2025

and 2024 was $ 0 and $ 2,802,445 , respectively.

$3,020,824 March 27, 2024 Loan:

1 unchanged sentence

confidential settlement agreement and mutual general release with a supplier.

During 2024, the Company made payments of $ 700,000

toward this loan.

The outstanding loan balance at December 31, 2024 was $ 2,320,824 .

The Company is required to make future payments

During the years ended December 31, 2025 and 2024,

the Company made payments of $ 2,160,412 and $ 700,000 toward this loan, respectively.

During June 2025, the supplier agreed to a Payoff

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

The outstanding

loan balance at December 31, 2025 and 2024 was $ 0 and $ 2,320,824 , respectively.

$418,100 May 1, 2024 Loan:

8 unchanged sentences

payments of $ 418,100 .

The Company recognized amortization of original issue discount of $ 13,067 ,

which is included in interest expense in the statement of income during the year ended December 31, 2024.

The outstanding loan balance

at December 31, 2024 was $ 269,488 , net of unamortized original issue discount of $ 35,033 .

The Company recognized amortization of original

issue discount of $ 32,297 and $ 13,067 , which is included in interest expense in the statement of operations and comprehensive (loss) income

during the years ended December 31, 2025 and 2024, respectively.

The outstanding loan balance at December 31, 2025 and 2024 was $ 0 and

$ 269,488 , respectively.

$118,650 May 22, 2024 Loan:

9 unchanged sentences

The Company recognized amortization of original

issue discount of $ 11,515 , which is included in interest expense in the statement of income during the year ended December 31, 2024.

outstanding loan balance at December 31, 2024 was $ 16,425 , net of unamortized original issue discount of $ 2,135 .

issue discount of $ 2,135 and $ 11,515 , which is included in interest expense in the statement of operations and comprehensive (loss) income

during the years ended December 31, 2025 and 2024, respectively.

The outstanding loan balance at December 31, 2025 and 2024 was $ 0 and

$ 16,425 , respectively.

$800,000 December 5, 2024 Loan:

8 unchanged sentences

of $ 136,000 during the year ended December 31, 2024.

The outstanding loan balance at December 31, 2024 was $ 0 due to the Company prepaying

the remaining balance.

$2,268,000 February

On January 29, 2025, the Company entered into

a cash advance agreement of $ 2,268,000 with Cedar Advance LLC for an advancement of working capital.

The Company received $ 1,496,250 and

recorded $ 771,750 as original issue discount.

The loan bears a repayment rate of $ 81,000 per week with a total payment of $ 2,268,000 .

In conjunction with the advance, the Company issued 30,360 shares of common stock to the consultant who facilitated the facility

and thus recognized $ 117,648 as financing cost.

The Company recognized total interest expense

of $ 889,398 and during the year ended December 31, 2025.

The outstanding loan balance at December 31, 2025 was $ 0 .

$17,500,000 May 2025 Loan:

On May 30, 2025, the Company entered into a term

loan credit agreement (the “Credit Agreement”) with ACP Agency, LLC (“ACP”).

The Credit Agreement consists of

a $ 15.0 million term loan (the “Term Loan”), up to $ 2.5 million in a committed delayed draw facility (the “Delayed Draw

Facility”), and up to $ 2.5 million in an uncommitted term loan incremental facility (the “Incremental Facility”), which

facilities are secured by all of the assets of the Company and certain of its subsidiaries;

including, without limitation, a pledge of

the Company’s equity interests in its subsidiaries and their respective rights to intellectual property.

Further, the obligations

of the Company under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries.

The proceeds of the Term Loan

were used to repay existing indebtedness of the Company, pay related fees and transaction costs, and provided working capital to the Company.

The proceeds of the Delayed Draw Facility were used to pay off indebtedness owed by the Company pursuant to certain settlement agreements.

All capitalized words used but not defined herein have the meanings assigned in the Credit Agreement.

The Credit Agreement has customary representations,

warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and

similar covenants and contains customary events of default.

The Credit Agreement also contains covenants requiring the Company and its

subsidiaries to maintain a maximum (x) consolidated senior net leverage ratio of (i) 3.25:1.00 for the quarter ending September 30, 2025,

(ii) 3.25:1.00 for the quarter ending December 31, 2025, (iii) 3.00:1.00 for the quarter ending March 31, 2026, (iv) 2.75:1.00 for the

quarter ending June 30, 2026, (v) 2.75:1.00 for the quarter ending September 30, 2026, and (vi) 2.50:1.00 for the quarter ending December

31, 2026 and each fiscal quarter ended thereafter and (y) a fixed charge coverage ratio of 1.20 for the quarter ending September 30, 2025

and each fiscal quarter ended thereafter.

Of the Term Loan, $ 175,000 is subject to repayment

on each of January 1, 2026, July 1, 2026 and October 1, 2026, $ 525,000 on January 1, 2027 and the remaining balance is to be repaid in the

amount of $ 350,000 beginning April 1, 2027 and the first day of each quarter thereafter.

The Term Loan bears interest at a rate equal

to the Term SOFR rate plus 8.50%.

The Delayed Draw Facility and Incremental Facility, if applicable, shall bear interest following any

advance of proceed thereunder, at a rate of either (x) (i) Term SOFR rate plus (ii) 8.5%, or (y) (i) a reference rate equal to the greater

of (a) 6.0% per annum, (b) the federal funds rate plus 0.50% per annum, (c) the Term SOFR rate plus 1% per annum, and (d) the rate last

quoted by The Wall Street Journal as the “Prime Rate” in the United States, plus (ii) 7.50%.

The Company received $ 15,000,000 of the Term Loan

in May 2025 and $ 2,500,000 under the Delayed Draw Facility in June 2025.

These proceeds were used to pay out existing debt.

recorded $ 2,385,954 as original debt discount.

The Company recognized $ 360,511 as amortization during the year ended December 31, 2025.

The unamortized balance amounts to $ 2,025,443 at December 31, 2025.

On March 24, 2026, the Company entered into a second amendment (the “Second Amendment”) to its term loan credit agreement,

dated May 30, 2025 (as previously amended, the “Credit Agreement”, and as amended by the Second Amendment, the “Amended

Credit Agreement”), with ACP Agency, LLC (“ACP”), as administrative agent and collateral agent, and the lenders party

The Second Amendment amends certain provisions of the Credit Agreement, including provisions relating to the amortization schedule

for the term loan, interest payment mechanics, pricing, the application of equity issuance proceeds, limitations on the Company’s

ability to elect Term SOFR-based interest, certain covenants, certain financial covenant levels and/or testing periods, and certain fee

and expense provisions, as well as related Events of Default provisions.

All capitalized terms used but not defined herein have the meanings

assigned in the Amended Credit Agreement.

The Amended Credit Agreement provides for scheduled principal payments of $ 175,000 on each of July 1, 2026 and October 1, 2026, followed

by a scheduled principal payment of $ 525,000 on January 1, 2027, and scheduled principal payments of $ 350,000 beginning April 1, 2027

and on the first day of each quarter thereafter.

The Amended Credit Agreement adds an Applicable Margin step-up pursuant to which, if the Company fails on or before September 30, 2026

to raise at least $ 10,000,000 of Net Cash Proceeds from Equity Issuances made on or after the Second Amendment Effective Date (and apply

such proceeds as required under the Credit Agreement), then commencing October 1, 2026 the Applicable Margin will increase by 2.00 % per

annum for the applicable Loans until the Company satisfies that $ 10,000,000 equity raise condition and applies such proceeds as required.

In addition, the Second Amendment modifies interest payment mechanics by requiring that the interest payment due on March 2, 2026 be paid

in kind by capitalizing such interest and adding it to the then-outstanding principal amount of the Term Loan and permitting the Company,

at its election and subject to providing the required notice, to pay all or a portion of the interest payment due on April 1, 2026 in

kind through similar capitalization.

The Second Amendment also adds a Minimum Consolidated Adjusted EBITDA covenant with stated dollar thresholds, including a minimum Consolidated

Adjusted EBITDA requirement of $ 500,000 for the fiscal quarter ended June 30, 2026 and $ 1,000,000 for the fiscal quarter ended September

The Second Amendment also revises the consolidated senior net leverage ratio testing levels and related testing periods (including

a specified maximum ratio of 20.00:1.00 for the fiscal quarter ended December 31, 2025 and a revised step-down schedule thereafter).

The Second Amendment further revises certain mandatory prepayment provisions relating to equity issuance proceeds.

As amended, Net Cash

Proceeds from Equity Issuances received on or after the Second Amendment Effective Date (other than Excluded Equity Issuances) are to

be applied such that the first $ 6,000,000 may be retained for general corporate purposes, the next $ 4,000,000 must be applied to prepay

the outstanding principal amount of the Term Loan, and Net Cash Proceeds received in excess of $ 10,000,000 are subject to additional mandatory

prepayment requirements, including a requirement to prepay 50 % of such excess proceeds if the Company’s Consolidated Senior Net

Leverage Ratio as of the end of the most recent fiscal quarter ended on or before the date of receipt of such proceeds is equal to or

greater than 2.50 to 1.00 and 0 % of such excess proceeds if such ratio is less than 2.50 to 1.00.

The Second Amendment also limits the

Company’s ability to elect Term SOFR-based interest by providing that, effective February 1, 2026, all outstanding Term SOFR Rate

Loans are automatically converted to Reference Rate Loans and the Company may not elect the Term SOFR rate option for any Loans until

it has made principal reduction payments from and after the Second Amendment Effective Date in an aggregate amount of not less than $ 4,000,000 .

The Second Amendment also revises the “Change of Control” definition to include, among other circumstances, the acquisition

of beneficial ownership of more than 40% (increased from 30 %) of the aggregate outstanding voting or economic power of the Company’s

equity interests by any person or group (other than Jack Ross).

The Second Amendment also amends the Credit Agreement to include installment payment mechanics for certain legal expenses of ACP, amends

the conditions under which the Company may make interest and principal payments on other indebtedness, and amends the prepayment provisions

related to certain specified asset dispositions

In connection with the Second Amendment, on March 24, 2026 the Company issued a common stock purchase warrant (the “Lender Warrant”)

to Acme Credit Partners Fund I, LP (the “Holder”), a lender under the Credit Agreement.

The Lender Warrant provides the Holder

the right to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $ 0.00001 per share.

The Lender Warrant

has a ten-year term and becomes exercisable upon the occurrence of a “Qualified Event of Default,” defined as the occurrence

of any event of default under Section 8.1(a) of the Credit Agreement;

the Lender Warrant terminates upon the indefeasible payment in full

of all secured obligations under the Credit Agreement and related loan documents.

The Lender Warrant contains an issuance limitation providing that, until stockholder approval is obtained, the Company may not issue shares

upon exercise if, after giving effect to such issuance, the Holder and its affiliates would beneficially own more than 19.9% of the Company’s

outstanding common stock (the “Beneficial Ownership Limitation”).

The Company has covenanted to seek stockholder approval

for issuances in excess of the Beneficial Ownership Limitation at the Company’s next annual meeting of stockholders, to be held

no later than June 30, 2026, and to use reasonable best efforts to solicit such approval and to cause the Company’s board of directors

to recommend approval.

The Lender Warrant also provides for a cashless (net) exercise feature following a Qualified Event of Default.

The Term Loan bears interest at the greatest of

6.0 % per annum, the Federal Funds Rate plus 0.50 % per annum, Term SOFR rate plus 1.00 % and the rate last quoted by The Wall Street Journal

as the “Prime Rate” in the United States, plus 7.5 %, 12.5 % per annum at December 31, 2025, and matures on May 30, 2029 .

The Company recognized interest expense of $ 1,326,732

during the year ended December 31, 2025 with an average interest rate of 12.7 %.

The Company is required to make future payments

$3,024,000 November

2025 Advance:

On November 12, 2025, the Company entered into

a cash advance agreement of $ 3,024,000 with Cedar Advance LLC for an advancement of working capital through the sale of receivables.

The Company received $ 2,000,000 and recorded $ 1,024,000 as original issue discount.

The loan bears a repayment rate of $ 84,000 per

week with a total payment of $ 3,024,000 .

In conjunction with the advance, the Company issued 52,000 shares of common stock to

the consultant who facilitated the facility and thus recognized $ 103,220 as financing cost.

The Company recognized total interest expense

of $ 349,435 and during the year ended December 31, 2025.

The outstanding loan balance at December 31, 2025 was $ 2,436,000 , with unamortized

debt discount of $ 777,785 resulting in a net carrying amount of $ 1,658,215 .

As of December 31, 2025 and as of the date of

filing this Annual Report, the Company was in compliance with all applicable covenants under its debt agreements.

Note 12 – Stockholders’ Equity

9 unchanged sentences

The offering closed on October 24, 2024 (the “initial

public offering”).

Following the sale of all the shares upon the closing of the initial public offering and the expiration of the

over-allotment option, the offering terminated.

We received net proceeds of approximately $ 8.4 million after deducting underwriting discounts

and commissions and the estimated offering expenses.

No payments for such expenses were made directly or indirectly to (i) any of our

officers or directors or their associates, (ii) any persons owning 10 % or more of any class of our equity securities, or (iii) any of

our affiliates.

There has been no material change in the planned use of proceeds from our initial public offering as described in the

The Company issued warrants to purchase 103,500 shares to the underwriter as part of the IPO transaction with an expiration date of (i)

the third (3rd) anniversary of the Exercisability Date for Twenty Five Percent ( 25 %) of the Warrant, (ii) the fourth anniversary of the

Exercisability Date for Twenty Five Percent ( 25 %) of the Warrant and (iii) the fifth (5th) anniversary of the Exercisability Date for

Fifty Percent ( 50 %) of the Warrant.

public offering” or “IPO”).

Following the sale of all the shares upon the closing of the initial public offering and

the expiration of the over-allotment option, the offering terminated.

We received net proceeds of approximately $ 8,397,044 after deducting

underwriting discounts and commissions and the estimated offering expenses.

No payments for such expenses were made directly or indirectly

to (i) any of our officers or directors or their associates, (ii) any persons owning 10 % or more of any class of our equity securities,

or (iii) any of our affiliates.

There has been no material change in the planned use of proceeds from our initial public offering as described

in the Prospectus.

The Company issued warrants on October 24, 2024 (the “Issuance

Date”) to purchase 103,500 shares to the underwriter as part of the IPO with an expiration date of (i) the third (3rd) anniversary

of the Exercisability Date, defined as the Issuance Date, for Twenty Five Percent ( 25 %) of the Warrant, (ii) the fourth anniversary of

the Exercisability Date for Twenty Five Percent ( 25 %) of the Warrant and (iii) the fifth (5th) anniversary of the Exercisability Date

for Fifty Percent ( 50 %) of the Warrant.

The Company determined the fair value of the warrants of $ 490,443 during the year ended December

31, 2024 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair value of

the Company’s common stock of $ 9.01 , risk-free interest rates of 4.02 %- 4.03 %, volatility of 69 %- 76 %, expected term of 3 - 5 years

estimated fair value

of the Company’s common stock of $ 9.01 , risk-free interest rates of 4.02 %- 4.03 %, volatility of 69 %- 76 %, expected term of 3 - 5 years

and dividend yield of 0 %.

During 2024 the Company issued 18,000 shares to

a consultant who facilitated an advance (Note 11).

As of December 31, 2024, and 2023, there

were 8,721,818 and 7,553,818 shares issued, respectively, and 8,541,745 and 7,373,745

shares outstanding, respectively.

Because the warrants were issued in connection with the IPO, the fair value of the warrants was recorded as

an offering cost and reflected as a reduction of additional paid-in capital.

During 2025 and 2024 the Company issued 82,360

and 18,000 shares, respectively, to a consultant who facilitated advances (see Note 11).

During 2025, the Company issued 428,570 pre-funded

warrants to Knight as a partial settlement of debt.

These warrants were fully exercised during the year ended December 31, 2025 (see Note

During 2025, the Company issued 441,178 shares

valued at $ 847,062 in conjunction with an assignment, assumption and release agreement with a note holder (see Note 11).

During 2025, the Company issued 60,000 shares

valued at $ 127,200 to a consultant.

On August 27, 2025 the Company sold an aggregate

of 1,750,000 shares at a price to the public of $ 2.50 per share, pursuant to that certain Underwriting Agreement, dated August 25, 2025,

between the Company and Bancroft Capital, LLC, as representative of the several underwriters named in the Underwriting Agreement (the

“Representative”).

In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option

to purchase up to 262,500 additional shares of Common Stock to cover over-allotments in connection with the Offering at the public offering

price, less underwriting discounts and commissions.

Gross proceeds of the offering were $ 4,375,000 ,

before deducting underwriting discounts and commissions of seven percent ( 7 %) of the gross proceeds and estimated offering expenses.

Company used the net proceeds from the Offering for working capital and other general corporate purposes.

Net proceeds from the offering

were $ 3,719,546 .

Pursuant to the Underwriting Agreement, the Company

also issued to the Representative and its designees warrants to purchase 52,500 shares to the underwriter as part of an equity raise with

an expiration date of (i) the third anniversary of the exercisability date (February 21, 2026) for twenty five percent ( 25 %) of the warrant,

(ii) the fourth anniversary of the exercisability date for twenty five percent ( 25 %) of the warrant and (iii) the fifth anniversary of

the exercisability date for fifty percent ( 50 %) of the warrant.

The Company determined the fair value of the warrants of $ 51,465 during

the year ended December 31, 2025 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair value of the Company’s common stock of $ 2.09 , risk-free interest rates of 3.59 - 3.69 %, volatility of 60 - 70 %, expected

term of 3 - 5 years and dividend yield of 0 %.

Because the warrants were issued in connection with the IPO, the fair value of the warrants

was recorded as an offering cost and reflected as a reduction of additional paid-in capital.

During 2025, the Company granted options to purchase

750,000 shares to a company owned by Mr.

Jack Ross, the Chief Executive Officer of the Company, and options to purchase 150,000 shares

each to three employees of the Company.

The options have a five-year term.

One-third (1/3) of the total number of shares of Common Stock

(including fractional shares, as applicable) subject to these Options shall vest on the one (1) year anniversary of the Vesting Commencement

Date and the remaining two-thirds (2/3) of the total number of shares of Common Stock (including fractional shares, as applicable) subject

to this Option shall vest in equal monthly installments over the following twenty-four (24) months;

provided, that the Optionholder remains

actively providing services to the Company or any of its Affiliates as of each such date.

The Company determined the fair value of the

options of $ 1,395,685 during the year ended December 31, 2025 using the Black-Scholes fair value option-pricing model with the following

weighted average assumptions;

estimated fair value of the Company’s common stock of $ 2.38 , risk-free interest rate of 3.59 %, volatility

of 65 %, expected term of 3.5 years and dividend yield of 0 %.

As of December 31, 2025, and 2024, there were

11,483,926 and 8,721,818 shares issued, respectively, and 11,303,853 and 8,541,745 shares outstanding, respectively.

Note 13 – Commitments and Contingencies

2 unchanged sentences

Management believes that there are no current legal matters that would have a material

effect on the Company’s financial position or results of operations.

On July 25, 2022, plaintiff Barbara Valenti (“Valenti”)

filed a putative class action complaint against Synergy CHC Corp.

(“Synergy”) in the United States District Court for the

Eastern District of New York, Case No.

1:22-cv-4361-BMC, for alleged violations of New York General Business Law Sections 349 and 350,

arising out of advertising for the FOCUSfactor product.

On August 18, 2022, Synergy filed a motion to dismiss and a motion to strike class

Valenti’s counsel filed an opposition to the motions on August 30, 2022, and Synergy withdrew the motions on September 1,

Synergy filed an answer to the complaint on September 16, 2022.

On December 29, 2022, and while denying all liability, Synergy settled

with Valenti for a payment of $ 340,000 to be paid in twelve installments ending on December 1, 2023, in exchange for a full release of

Valenti’s individual claims.

On December 29, 2022, plaintiff filed a stipulation of voluntarily dismissal of the individual claims

with prejudice.

During 2023, the Company has fully paid $ 340,000 , per the agreement.

In August 2022, the Company filed a lawsuit in

the Superior Court of Maine against one of its contract manufacturers, bringing several claims arising out of allegations that the contract

manufacturer’s failure to timely produce and delivery the Company’s products in 2020 and 2021 damaged the Company’s

The contract manufacturer brought counterclaims demanding payment in full for its manufacture of these products.

was moved to federal court and remains pending in the United States District Court for the District of Maine, Synergy CHC Corp.

HVL, LLC d/b/a Atrium Innovations, Case No.

2:22-cv-00301-JAW (D.

The case was settled during December 2023, resulting in a net

gain to the company of $ 2,235,986 , reflected as a reduction of cost of sales, and a loan payable of $ 5,450,000 (see Note 11).

Synergy CHC Corp.

, 4:23-cv-691;

United States District Court for the Eastern District of Texas, Sherman

On July 28, 2023, L.O.D.C.

Group (“LODC”) asserted claims of over $ 1,000,000 against Synergy for breach

of contract arising from their alleged failure to comply with contracts related to the delivery of hand sanitizer.

Synergy denies

all allegations and believes Synergy is the aggrieved party in the relationship between Synergy and LODC and Synergy has filed a counterclaim.

The case was settled during April 2024 by way of a confidential settlement agreement and mutual release, the settlement of the

claim has been accounted for and reported as a charge to operations for the year ended December 31, 2023 .

effect on the Company’s financial position, results of operations or cash flows.

License Revenue:

During 2025 the Company entered into a license

agreement with a company to license its IP to territories in the United Arab Emirates and Turkey.

The Company recognized $ 1,500,000 as

licensing revenue in conjunction with this agreement during March 2025, $ 500,000 during May 2025 and $ 900,000 during June 2025.

the instability in the countries, the licensee terminated the agreement in February 2026 with the Company, resulting in a reversal of

the $ 2,900,000 license fee revenue during December 2025.

Despite the termination, the Company is still pursuing the registration of the

IP in those countries.

Note 14 – Stock Options and Warrants

17 unchanged sentences

Outstanding at December 31, 2025

Stock-based compensation expense related to vested

options was $ 0 during both the years ended December 31, 2024 and 2023.

Stock options outstanding as of December 31, 2024, as disclosed

in the above table, have an intrinsic value of $ 119,748 .

Exercisable at December 31, 2025

Stock-based compensation expense related to options

was $ 136,248 and $ 0 during the years ended December 31, 2025 and 2024, respectively, and is recognized using the straight-line method.

Stock options outstanding as of December 31, 2025 and 2024, as disclosed in the above table, have an intrinsic value of $ 0 and $ 119,748 ,

respectively.

As of December 31, 2025, unamortized stock-based compensation costs related to options was $ 1,259,437 and will be recognized

over a period of 2.75 years.

The following table summarizes the changes in

warrants outstanding and the related prices for the shares of the Company’s common stock issued to the underwriter in conjunction

with the IPO at December 31, 2024:

warrants at December 31, 2025:

Warrants Outstanding Warrants Exercisable

1 unchanged sentence

Outstanding Weighted

Contractual Life

(Years) Weighted

7 unchanged sentences

Outstanding at December 31, 2024

Stock warrants outstanding as of December 31, 2024, as disclosed in

the above table, have an intrinsic value of $ 0 .

Expired or canceled

Outstanding at December 31, 2025

Exercisable at December 31, 2025

Stock warrants outstanding as of both December

31, 2025 and 2024, as disclosed in the above table, have an intrinsic value of $ 0 .

During June 2025, the Company issued 428,570 warrants

valued at $ 899,993 to settle a loan payable to a shareholder.

The Company determined the value of the warrants using the Black-Scholes

fair value option-pricing model with the following weighted average assumptions:

estimated fair value of the Company’s common stock

of $ 2.10 , risk-free interest rate of 4.30 %, volatility of 97 %, expected term of 0.1 years and dividend yield of 0 %.

Note 15 – Segments

Net sales attributed to customers in the United

Segment identification and selection is

consistent with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision

Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial

results consistent with that structure.

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

Company has one operating and reportable segment.

The Company derives its revenue from the sale of nutraceuticals.

The accounting

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

The chief operating

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

on the income statement as consolidated net income.

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

consolidated assets.

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

Company’s CODM reviews financial information presented and decides how to allocate resources based on net income.

does not have any intra-entity sales or transfers.

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

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

Revenue attributed to customers in the United

States and foreign countries for the years ended December 31, 2025 and 2024 were as follows:

United States

Foreign countries

Foreign country sales primarily consist of sales

The Company’s net sales by product group

for the years ended December 31, 2024 and 2023 were as follows:

The Company’s revenue by product group for

the years ended December 31, 2025 and 2024 were as follows:

Nutraceuticals

Consumer Goods

(1) Net sales for any other product group of similar products are less than 10 % of consolidated

The Company’s net sales by major sales channel

for the years ended December 31, 2024 and 2023 were as follows:

The Company’s significant segment expenses

The Company’s revenue by major sales channel

for the years ended December 31, 2025 and 2024 were as follows:

The Company’s significant expenses for the years ended December

31, 2025 and 2024 were as follows:

Retailer promotions

3 unchanged sentences

Royalties and commissions

Media credits

TV advertising

Other selling and marketing

Gain on payables

( 2,400,000 )

Salaries and benefits, non-marketing

1 unchanged sentence

Other general and administrative expenses

Stock based compensation

Board of Directors compensation

Reserve for bad debts

Long-lived assets (net) attributable to operations

6 unchanged sentences

as noted below, no subsequent events have occurred that would require adjustment or disclosure into the consolidated financial statements.

During January 2025, the Company received a short

term loan from a related party in the amount of $ 135,000 .

During February 2025, the Company entered

into an agreement with Cedar Advance LLC for a cash advance in the amount of $ 1,575,000 with a repayment amount of $ 1,764,000 if

paid in 30 days or $ 1,890,000 if paid in 60 days.

The Company received $ 1,496,250 after deducting $ 78,750 in fees.

The Company is

required to make weekly payments of $ 81,000 and has repaid $ 648,000 .

In conjunction with the loan the Company issued 30,360 shares

of common stock and recorded interest expense of $ 117,493 .

Subsequent to December 31, 2024, the Company has repaid $ 460,412 of

existing $ 3,020,824 March 24, 2024 Loan.

During January 2026, the Company repaid a short-term

loan from a related party in the amount of $ 100,000 along with interest of $ 15,000 .

Subsequent to December 31, 2025, the Company has

repaid $ 175,000 of existing $ 17,500,000 May 2025 Loan.

During January 2026, the Company paid a bonus

to a company owned by the CEO of $ 400,000 for 2026.

On March 10, 2026, the Company entered into an

agreement with Cedar Advance LLC for a cash advance in the amount of $ 2,800,000 with a repayment amount of $ 3,500,000 if paid in 30 days.

The Company received $ 980,000 after deducting $ 140,000 in fees and paying off prior advance of $ 1,680,000 .

The Company is required to

make weekly payments of $ 100,800 .

In conjunction with the advance, the Company agreed to issue 118,000 shares of common stock to the consultant

who facilitated the facility and thus recognized $ 153,400 as financing cost.

During March 2026, the Company entered into a

confidential settlement agreement and mutual general release with a vendor.

The Company has made payment of $ 420,000 toward this agreement

and the outstanding balance is $ 280,000 .

During March 2026, the Company laid off 13 employees

in order to right size its overhead expenses.

During March 2026, the Company was notified by

a major customer, Costco, that due to an over-stock of FOCUSfactor inventory, driven by the declining sales of 22 %, they are in a position

where they will not be ordering the majority of the product for their promotional endcaps for the remainder of the year.

During March 2026, the Company was notified by

its subordinated lender, Sanders Morris Harris, LLC., that they believe their loan has a maturity date of March 31, 2026, and they do

not intend to grant an extension on the maturity date, although the loan is fully subordinated to the senior lender.

Pursuant to the requirements

25 unchanged sentences

Nitin Kaushal

/ s / Scott Woodburn

/ s / Teresa Thompson

March 31, 2026

Scott Woodburn

Teresa Thompson

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 9A. Controls and Procedures