What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 552 added, 694 removed, 589 unchanged (68% of the section changed)

2 unchanged sentences

Condensed Interim Financial Statements

For the Three and Nine Months Ended September 30,

2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

(Expressed in U.S.

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

generally accepted in the United States (GAAP).

Management acknowledges responsibility for the preparation and presentation of the unaudited

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

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

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

Management acknowledges responsibility for the preparation and presentation

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

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

Synergy CHC Corp.

Condensed Consolidated Balance Sheets

September 30,

March 31, 2026

Current Assets

2 unchanged sentences

Accounts receivable, net

Other receivables

Loan receivable (related party)

Prepaid expenses (including related party amount of $ 652,270 and $ 110,803 , respectively)

7 unchanged sentences

Contract liabilities

Short term loans payable, net of debt discount

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

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

Current portion of notes payable, net of debt discount

Total Current Liabilities

Long-term Liabilities:

Notes payable, net of debt discount, shareholder

Notes payable, net of debt discount

5 unchanged sentences

300,000,000 shares authorized;

11,431,926 and 8,721,818 , shares issued, respectively;

11,251,853 and 8,541,745 outstanding, respectively

11,483,926 shares issued;

11,303,853 outstanding

Additional paid in capital

Common stock to be issued

Accumulated other comprehensive loss

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Unaudited Condensed Consolidated Statements of

Income and Comprehensive Income

For the three months ended

For the nine months ended

September 30,

Operations and Comprehensive (Loss) Income

Product Sales

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Total operating expenses

Income from operations

(Loss) Income from operations

Other (income) expenses

Interest expense, net

Gain on settlement of notes payable

( 2,154,522 )

Interest income

Interest expense

Remeasurement loss on translation of foreign subsidiary

Total other expenses

Net income before income taxes

Income tax benefit (expense)

Net income after tax

Net income per share – basic

Net income per share – diluted

Net (loss) income before income taxes

( 2,582,619 )

Income tax benefit

Net (loss) income after tax

$ ( 2,568,899 )

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

$ ( 2,568,899 )

Foreign currency translation adjustment

Comprehensive income

Comprehensive (loss) income

$ ( 2,546,819 )

The accompanying notes are an integral part of

1 unchanged sentence

Synergy CHC Corp.

Unaudited Condensed Consolidated Statement of Stockholders’

Unaudited Condensed Consolidated Statements of

Stockholders’ Deficit

Comprehensive

4 unchanged sentences

$ ( 16,631,343 )

$ ( 27,305,973 )

Foreign currency translation gain

Foreign currency translation loss

Issuance of common stock for loan financing

Balance as of March 31, 2025

2 unchanged sentences

$ ( 15,639,366 )

Fair value of vested stock options

Foreign currency translation gain

Balance as of June 30, 2024

$ ( 127,500 )

$ ( 44,989,073 )

$ ( 25,878,273 )

Fair value of vested stock options

Foreign currency translation gain

Balance as of September 30, 2024

$ ( 127,500 )

$ ( 44,205,480 )

$ ( 25,169,092 )

Comprehensive

Stockholders’

Additional Paid in

Common stock to be

Accumulated Other Comprehensive Income

Total Stockholders’

Balance as of December 31, 2025

2 unchanged sentences

$ ( 56,441,021 )

Foreign currency translation loss

Issuance of common stock for loan financing

Balance as of March 31, 2025

$ ( 23,128,138 )

$ ( 43,223,549 )

$ ( 15,639,366 )

Foreign currency transaction gain

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

Issuance of common stock for exercise of pre-funded warrants

Issuance of common stock for modification of notes payable

Balance as of June 30, 2025

Foreign currency translation income

Fair value of vested stock options

Common stock to be issued for accounts receivable advance financing

( 2,568,899 )

Balance as of March 31, 2026

$ ( 132,201 )

Foreign currency transaction loss

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

Balance as of September 30, 2025

$ ( 127,500 )

5 unchanged sentences

Unaudited Condensed Consolidated Statements of

For the nine months ended

September 30,

Cash Flows from Operating Activities

Adjustments to reconcile net income to net cash used in operating activities:

Net (loss) income

$ ( 2,568,899 )

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

Amortization of debt discount and debt issuance cost

1 unchanged sentence

Stock based compensation

Stock issued for modification of notes payable

Stock issued for services

Foreign currency transaction loss

Remeasurement loss on translation of foreign subsidiary

Non cash implied interest

Gain on settlement of debt

( 2,154,522 )

Foreign currency transaction loss (gain)

Remeasurement loss (gain) on translation of foreign subsidiary

Changes in operating assets and liabilities:

Accounts receivable

( 1,491,612 )

( 1,965,936 )

Other receivables

1 unchanged sentence

Prepaid expenses

( 1,255,502 )

Prepaid expense, related party

4 unchanged sentences

( 2,218,041 )

Accounts payable, shareholder

Accounts payable, related party

Net cash used in operating activities

( 2,044,678 )

( 1,377,479 )

Cash Flows from Investing Activities

Cash Flows from Financing Activities

Proceeds from issuing common stock

Advances from related party

Repayment of advances from related party

Repayment of notes payable, related party

Proceeds from notes payable

Payment of loan financing fees

( 2,010,953 )

Repayment of notes payable, shareholder

( 10,000,000 )

Repayment of notes payable

1 unchanged sentence

( 1,316,572 )

Net cash provided by financing activities

Net cash (used in) 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

Net decrease in cash, cash equivalents and restricted cash

( 2,330,198 )

Cash and restricted cash, beginning of year

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Supplemental Disclosure of Noncash Investing and Financing Activities:

Accounts payable converted to loan payable upon settlement

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

Issuance of common stock for loan financing

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

Exercise of pre-funded warrants

Loan fees payable to lender

Issuance of common stock for accounts receivable advance financing

Loan financing fees, accrued

Capitalized interest on senior debt

Common stock to be issued for accounts receivable advance financing

The accompanying notes are an integral part of

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to December 31.

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

On August 5, 2015, the Company

changed its name to “Synergy CHC Corp.”

On April 28, 2014, the Company changed its name to “Synergy Strips Corp.” On August 5, 2015, the Company changed

its name to “Synergy CHC Corp.”

The Company is a consumer health care company

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both organically and by further acquisitions.

Effective January 1, 2019 the Company has merged

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

Synergy is the sole owner of four subsidiaries:

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

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

Note 2 – Summary of Significant Accounting

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The accompanying condensed consolidated financial

statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 are unaudited.

The accompanying

consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States

of America (“US GAAP”).

Accordingly, they do not include all the information and footnotes required by generally accepted

accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring

accruals) considered necessary for a fair presentation have been included.

Operating results for the three and nine months ended September

30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

The unaudited

condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and

for the year ended December 31, 2024 and footnotes thereto.

All amounts referred to in the notes to the consolidated

statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 are unaudited.

The accompanying condensed consolidated

financial statements have been prepared in conformity with US GAAP.

Accordingly, they do not include all the information and footnotes

required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments

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

Operating results for the three

months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31,

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

statements as of and for the year ended December 31, 2025 and footnotes thereto, included in the Company’s Annual Report on Form

10-K filed with the U.S.

Securities and Exchange Commission (the “SEC”) on April 1, 2026.

All amounts referred to in the notes to the condensed consolidated

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

The consolidated financial statements include

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

All significant intercompany balances and transactions have been eliminated

in consolidation.

Reverse Stock Split

On September 11, 2024, the Company effected a

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

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

of common stock or par value.

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

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

The condensed consolidated financial statements include the accounts

of the Company and its wholly-owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial

statements in conformity with U.S.

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

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

during the reporting period.

The preparation of the condensed consolidated financial statements

in conformity with U.S.

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

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

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,

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,

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

As of September 30, 2025 and December 31, 2024, the Company had

no cash equivalents.

As of March 31, 2026 and December 31, 2025, the Company had no

cash equivalents.

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

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with major financial institutions.

At September 30, 2025 and December 31, 2024, the uninsured balances amounted to $ 821,953 and $ 503,215 ,

At March 31, 2026 and December 31, 2025, the uninsured balances amounted to $ 126,445 and $ 2,450,399 ,

respectively.

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the statement of cash flows.

September 30,

March 31, 2026

Restricted cash

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The Company recognizes revenue in accordance with

the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606,

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

Revenues are recognized when control is transferred to customers in amounts

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

the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) 606, Revenue

from Contracts with Customers (“ASC 606”).

Revenues are recognized when control is transferred to customers in amounts that

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

Revenue recognition is evaluated

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Freight billed to customers is presented as revenues, and the

related freight costs are presented as cost of goods sold.

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

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

related freight costs are presented in selling and marketing expense.

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

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

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

The Company accounts for its IP license revenue,

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

A license may be perpetual

or time limited in its application.

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

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

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).

The Company accounts for its intellectual property

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

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

In accordance with ASC 606, the Company will continue to recognize revenue

from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functional without professional services,

updates and technical support.

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

IP on its own.

Therefore, the Company has determined the right to use its IP was satisfied at a point in time (on the date the rights

to the IP were granted).

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.

The Company does not have any contract costs capitalized as of September 30, 2025 and December 31, 2024.

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 March 31, 2026 and December 31, 2025.

Contract Liabilities

5 unchanged sentences

liabilities are recognized.

September 30,

March 31, 2026

Beginning balance

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

As of both September

30, 2025 and December 31, 2024, allowance for doubtful accounts was $0 .

As of March 31, 2026

and December 31, 2025, the allowance for doubtful accounts was $ 43,856 and $ 377,579 , respectively.

Advertising Expense

The Company expenses marketing, promotions and

advertising costs as incurred.

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

The Company expenses marketing, promotions and advertising costs as

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

Research and Development

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NomadChoice Pty Ltd, the Company’s wholly-owned

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

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

Significant judgment is required in determining

the provision for income tax.

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

the ultimate tax determination is uncertain.

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

current understanding of the tax law.

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

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

Synergy CHC Inc., a wholly-owned foreign subsidiary,

is subject to income taxes in Canada, the jurisdictions 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., 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

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ASC subtopic 260-10, Earnings Per Share.

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

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

the reporting periods.

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

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

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

As of September 30, 2025 and 2024, options to purchase 1,452,102 and 336,134

shares of common stock, respectively, were outstanding.

As of September 30, 2025, warrants to purchase 156,000 shares of common stock

were outstanding.

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 March 31, 2026 and 2025, options to purchase 1,200,000 and 252,102 shares of common stock, respectively, were

As of March 31, 2026 and 2025, warrants to purchase 3,156,000 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 three and nine months ended September 30, 2025 and 2024:

of shares used in the calculation of basic and diluted (loss) earnings per share for the three months ended March 31, 2026 and 2025:

For the three months ended

For the nine months ended

September 30,

Net income after tax

Net (loss) income after tax

$ ( 2,568,899 )

Weighted average common shares outstanding

1 unchanged sentence

Dilutive potential common shares

Net earnings per share:

Net (loss) earnings per share:

The following

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

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

or are non-exercisable:

For the three months ended

For the nine months ended

September 30,

Options to purchase common stock

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

Level 1 - Quoted prices for identical assets or liabilities in active

markets to which the Company has access at the measurement date.

Level 2 - Inputs other than quoted prices within Level 1 that are

observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability.

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

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

Unobservable inputs for the asset or liability.

The determination of where assets and liabilities

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Our financial instruments consisted primarily

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

and short term and long term loans payable.

The carrying amounts of such financial instruments approximate their respective estimated

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

As of both September 30, 2025 and December 31,

of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities and short term and long-term

loans payable.

The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term

maturities and approximate market interest rates of these instruments.

As of both March 31, 2026 and December 31, 2025,

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

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Remeasurement gain or loss on translation of foreign subsidiary.

The functional currency of one of the Company’s

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

The exchange rates used to translate amounts in

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

The exchange rates used to translate amounts in AUD, CAD and MXN into

USD for the purposes of preparing the condensed consolidated financial statements were as follows:

Balance sheet:

September 30,

Period-end AUD:

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USD exchange rate

Income statement:

September 30,

Average nine months AUD:

USD exchange rate

Average nine months CAD:

Period-end MXN:

USD exchange rate

Income statement:

Average three months AUD:

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USD exchange rate

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

pursuing its own separate interests (see Note 9).

pursuing its own separate interests.

Segment Reporting

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described in the summary of significant accounting policies.

The chief operating decision maker assesses performance for the segment and

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

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

Significant segment expenses include retailer promotions,

freight and fulfillment, marketing and salaries.

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

resources based on net income.

The Company does have intra-entity sales or transfers.

The Company’s CODM does not review operating

results on a disaggregated basis;

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

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 earnings per share has been

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

Earnings Per Share for the nine months ended September

As Previously

Earnings per share

Weighted average common shares outstanding

Earnings Per Share for the three months ended

September 30, 2024:

As Previously

Earnings per share

Weighted average common shares outstanding

The CODM 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 not have any intra-entity sales or transfers.

The Company’s CODM does not review operating results

on a disaggregated basis;

rather, the CODM reviews operating results on an aggregated basis.

Presentation of Financial Statements –

Going Concern

Going Concern Evaluation

In connection with preparing unaudited condensed

consolidated financial statements for the three months ended March 31, 2026, management evaluated whether there were conditions and events,

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

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

The Company considered the following:

● At March 31, 2026, the Company had an accumulated deficit of $ 59,009,920 .

● At March 31, 2026, the Company had a decrease in net revenue of $ 2,677,829 .

● At March 31, 2026, the Company had a decrease in net income of $ 3,445,163 .

● At March 31, 2026, the Company had a working capital deficit of $ 503,862 .

● During the three months ended March 31, 2026, the Company used $ 2,044,678 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 unaudited condensed consolidated financial statements are issued

by considering the following:

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

The Company 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 it may issue and sell shares of its common stock from time to time, subject to market conditions and

other factors.

Subsequent to March 31, 2026 the Company has drawn down $ 2,673,201 in gross proceeds.

The Company has entered into an equity purchase agreement (“ELOC”),

pursuant to which it may issue and sell shares of its common stock from time to time, subject to market conditions and other factors (see

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.

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 adoption of ASU

2023-09 has not affected the Company’s financial statements.

In October 2023, the FASB issued ASU No.

“Disclosure Improvements:

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

(“ASU 2023-06”).

2023-06, “Disclosure

Improvements:

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

ASU 2023-06 amends U.S.

GAAP to reflect updates and simplifications to certain disclosure and presentation

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

The targeted amendments incorporate 14 of

the 27 disclosures referred by the SEC into codification.

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

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

has not removed the requirements by that date.

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

Financial Statements.

GAAP to reflect updates and simplifications to certain disclosure and presentation requirements

referred to FASB by the SEC.

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

amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation

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

The Company is

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

In July 2025, the FASB issued ASU No.

2025-05, “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 adoption of ASU No.

2025-05 has not affected the Company’s Condensed

Consolidated Financial Statements.

Note 3 – Income Taxes

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purposes, the Company has not completed

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

of ownership rules.

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

could be utilized each year, based on the Code.

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

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

Such losses may generally not be available

for use (limited or eliminated).

its evaluation of net operating loss (NOL) utilization limitations under Internal Revenue Code, as amended (the “Code”) Section

382/383, change of ownership rules.

If the Company has had a change in ownership, the NOLs would be limited or eliminated, as to the amount

that could be utilized each year, based on the Code.

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

domestic NOLs are Separate Return Limitation Year (SRLY) NOLs.

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

The Company has not filed its State & Local

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this to be a significant liability.

The Company had tax expense of $ 167,540 and $ 114,272

for the nine months ended September 30, 2025 and 2024, respectively.

The Company had tax benefit of $ 11,107 and $ 192,299 for the three

months ended September 30, 2025 and 2024, respectively.

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

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

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

The table below summarizes the differences between the U.S.

federal rate and the Company’s estimated effective tax rate for the three months ended March 31, 2026 and 2025:

Statutory Rate

$ ( 542,350 )

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

Increase (decrease) in valuation allowance

Permanent differences

Prior period true up

Total provision for income taxes

The Company has deferred tax assets, which have been fully reserved,

as follows as of March 31, 2026 and December 31, 2025:

Net operating Losses

Obsolete inventory

Nonstatutory stock options

Impairment of intangible asset

Bad debt reserve

Deferred tax asset

Valuation allowance for deferred tax assets

( 11,556,949 )

( 15,614,000 )

Net deferred tax assets

The Company had tax benefit of $ 13,720 and $ 11,460

for the three months ended March 31, 2026 and 2025, respectively.

Income tax provision (benefit) consists of the following for the three

months ended March 31, 2026 and 2025:

For the Three Months Ended

Income tax provision (benefit):

Total Current

Total Deferred

Total income tax benefit

The table below summarizes the (loss) income before

taxes for domestic and foreign jurisdictions:

March 31, 2026

March 31, 2025

Domestic (U.S.)

$ ( 2,239,496 )

$ ( 2,582,619 )

The table below summarizes the income tax expense

for the three months ended March 31, 2026 and 2025:

March 31, 2026

March 31, 2025

The Company also has net operating loss carryforwards

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

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

of approximately $ 59,582,000 and approximately $ 57,000,000 (United States, Canada and Australia) included in the deferred tax assets

for March 31, 2026 and December 31, 2025, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc.

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

6 unchanged sentences

accounts, consisted of the following:

September 30,

March 31, 2026

Trade accounts receivable

Other receivables

Less allowances

Total accounts receivable, net

During the three and nine months ended September

30, 2025 and 2024, the Company charged $ 0 to bad debt expense.

The Company’s accounts receivables fluctuate due to increasing or

decreasing shipments and promotions that it runs with its customers.

The Company records an allowance for doubtful accounts when it becomes

more likely than not that an account is uncollectible.

During the three months ended March 31, 2026 and

2025, the Company charged $ 0 to bad debt expense.

During the three months ended March 31, 2026 the Company wrote off $ 333,720 of allowance

for doubtful accounts to accounts receivable that it deemed uncollectible.

The Company’s accounts receivables fluctuate due to increasing

or decreasing shipments and promotions that it runs with its customers.

The Company records an allowance for doubtful accounts when it

becomes more likely than not that an account is uncollectible.

Note 5 – Prepaid Expenses

At September 30, 2025 and December 31, 2024, prepaid

At March 31, 2026 and December 31, 2025, prepaid

expenses consisted of the following:

September 30,

Advances for inventory

Prepaid consulting fees, related party

Contract employee, related party

Rent, related party

Advertising and promotions*

Legal expenses

Professional fees

Miscellaneous

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

Note 6 – Concentration of Credit Risk

6 unchanged sentences

Accounts receivable

As of September 30, 2025 and December 31, 2024,

three and one customers accounted for 86 % and 74 %, respectively, of the Company’s trade accounts receivable.

As of March 31, 2026 and December 31, 2025, three

customers and one customer accounted for 58 % and 71 %, respectively, of the Company’s trade accounts receivable.

Major customers

For the nine months ended September 30, 2025,

three customers accounted for approximately 80 % of the Company’s net revenue.

For the nine months ended September 30, 2024, two

For the three months ended March 31, 2026, three

customers accounted for approximately 85 % of the Company’s net revenue.

For the three months ended September 30, 2025, two customers

For the three months ended March 31, 2025, three customers

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

For the three months ended September 30, 2024, three customers accounted

for approximately 78 % of the Company’s net revenue.

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

Substantially all of the Company’s business is with companies

in North America.

Accounts payable

As of September 30, 2025 and December 31, 2024,

two and four vendors accounted for 58 % and 69 %, respectively, of the Company’s accounts payable.

As of March 31, 2026 and December 31, 2025, two

vendors accounted for 57 % and 64 %, respectively, of the Company’s accounts payable.

Major suppliers

For the nine months ended September 30, 2025,

two suppliers accounted for approximately 42 % of the Company’s purchases.

For the nine months ended September 30, 2024, three suppliers

accounted for approximately 34 % of the Company’s purchases.

For the three months ended September 30, 2025, two suppliers accounted

For the three months ended March 31, 2026, one

supplier accounted for approximately 38 % of the Company’s purchases.

For the three months ended March 31, 2025, two suppliers accounted

for approximately 44 % of the Company’s purchases.

For the three months ended September 30, 2024, two suppliers accounted for approximately

41 % of the Company’s purchases.

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

Note 7 – Inventory

3 unchanged sentences

The carrying value of inventory consisted of the

September 30,

Finished goods

Raw materials

Total inventory

During the nine months ended September 30, 2025

During the three months ended March 31,

2026 and 2025, the Company had no inventory write-offs.

Note 8 – Intangible Assets

September 30,

Less accumulated amortization

Intangible assets, net

Amortization for both the nine months ended September

Amortization for both the three months ended March

31, 2026 and 2025 was $ 33,333 .

3 unchanged sentences

Note 9 – Related Party Transactions

The Company paid consulting fees through September

The Company paid consulting fees through March

2026 to a company owned by Mr.

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $ 0 during the three and nine months

ended September 30, 2025 and 2024 as consulting fees.

The Company advanced $ 636,322 and $ 396,683 in prepaid consulting fees during the

nine months ended September 30, 2025 and 2024, respectively.

The prepaid balance as of September 30, 2025 and December 31, 2024 was $ 933,303

and $ 296,981 , respectively.

During the nine months ended September 30, 2025, the Company was advanced $ 135,000 and during the nine months

ended September 30, 2024, the Company was advanced $ 3,020,000 and $ 514,000 Canadian Dollars (US Dollars $ 375,587 ), in the form of a short-term

During the nine months ended September 30, 2025 the Company repaid the $ 135,000 advance.

The balance owed as of both September 30,

2025 and December 31, 2024 was $ 0 .

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

rent for one year.

The Company expensed $ 17,907 during the nine months ended September 30, 2025, leaving a prepaid balance of $ 35,813 .

The Company paid rent through September 2025 to

a company owned by Mr.

The Company advanced $ 377,400 of consulting fees and

expensed $ 225,000 of consulting fees during the three months ended March 31, 2026.

The Company advanced $ 180,000 in prepaid consulting

fees during the three months ended March 31, 2025.

The Company paid a bonus of $ 400,000 for 2026 to the related party.

The prepaid balance

as of March 31, 2026 and December 31, 2025 was $ 638,203 and $ 110,803 , respectively.

During March 2026, the Company paid $ 12,500 for a

vehicle allowance, of which $ 7,500 has been expensed and $ 5,000 remains in prepaid expenses.

During the three months ended March 31, 2026,

the Company repaid a short-term note of $ 100,000 .

The balance owed as of March 31, 2026 was $ 0 .

During the three months ended March 31,

2025, the Company was advanced $ 135,000 in the form of a short-term note.

The balance owed as of March 31, 2025 was $ 135,000 .

The Company paid rent through March 2026 to a

company owned by Mr.

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $ 58,824 Canadian Dollars ($ 42,885 US Dollars)

for the nine months ended September 30, 2025, leaving a prepaid balance of $ 112,900 Canadian Dollars ($ 81,096 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.

As of September 30, 2025 and December 31, 2024 the Company was owed $ 4,407,449 and $ 4,375,059 , respectively.

This loan has a repayment

date of December 31, 2025.

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

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

The Company entered into a transaction with a

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

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

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

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

repaid during February 2024.

During June 2024, the Company entered into Sixth

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

This modification consolidated outstanding

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

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

the nine month periods ended September 30, 2025 and 2024, respectively.

The Company recognized interest expense of $ 0 and $ 378,214 during

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

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

amended agreement (see Note 11).

for the three months ended March 31, 2026, leaving a prepaid balance of $ 19,608 Canadian Dollars ($ 14,067 US Dollars).

On December 23, 2016, the Company entered into

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

In conjunction with this agreement, the Company

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

sales for sales achieved through retail sales.

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

September 30, 2025 and December 31, 2024, the total outstanding balance was $ 123,584 Canadian dollars.

In US Dollars, the total outstanding

balance was $ 88,770 and $ 85,891 as of September 30, 2025 and December 31, 2024, respectively.

an agreement with Knight Therapeutics (“Knight”), a shareholder of the Company, for the distribution rights of FOCUSfactor

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

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

The minimum due to Knight

under this agreement is $ 100,000 Canadian dollars.

As of both March 31, 2026 and December 31, 2025, the total outstanding balance was

$ 269,920 Canadian dollars.

In US Dollars, the total outstanding balance was $ 193,641 and $ 196,934 as of March 31, 2026 and December 31,

2025, respectively.

The Company expensed royalty of $ 0 and $ 4,549

for the nine months ended September 30, 2025 and 2024, respectively.

The Company expensed royalty of $ 2,699 and $ 5,761 for the three months

ended September 30, 2025 and 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company owed Knight Therapeutics $ 713

for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and December 31, 2025, the Company owed Knight $ 0

and $ 578 , respectively, in connection with a royalty distribution agreement.

Note 10 – Accounts Payable and Accrued Liabilities

As of September 30, 2025 and December 31, 2024,

accounts payable and accrued liabilities consisted of the following:

September 30,

As of March 31, 2026 and December 31, 2025, accounts

payable and accrued liabilities consisted of the following:

Accrued payroll

5 unchanged sentences

The Company has estimated and accrued for its

sales tax liability at $ 2,568 and $ 3,703 for the parent entity as of September 30, 2025 and December 31, 2024, respectively.

sales tax liability at $ 1,145 and $ 355 for the parent entity as of March 31, 2026 and December 31, 2025, respectively.

Note 11 – Notes Payable

The Company’s notes payable at September

30, 2025 and December 31, 2024 are as follows:

September 30,

$ 10,000,000 August 9, 2017 Loan

The Company’s notes

payable at March 31, 2026 and December 31, 2025 are as follows:

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

$ 5,450,000 December 28, 2023 Loan

$ 3,020,824 March 27, 2024 Loan

$ 2,268,000 February 2025 Loan

$ 3,024,000 November 12, 2025 Accounts Receivable Advance

$ 4,032,000 March 10, 2026 Accounts Receivable Advance

$ 17,500,000 May 2025 Loan

1 unchanged sentence

( 3,401,620 )

Current portion, shareholder

( 2,816,562 )

1 unchanged sentence

( 2,730,981 )

Long-term portion, shareholder

( 1,658,215 )

Long-term portion, other

$10,000,000 August 9, 2017 Loan:

On August 9, 2017, the Company entered into a

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

additional $ 10 million.

The Company recognized interest expense of $ 0

and $ 378,214 for the three months ended September 30, 2025 and 2024, respectively.

The Company recognized interest expense of $ 623,355

and $ 1,448,475 during the nine months ended September 30, 2025 and 2024, respectively.

During June 2024, the Company entered into Sixth

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

This modification consolidated outstanding

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

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

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

into equity (the “Equity Conversion”).

On June 11, 2025 (the “Initial Exercise

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

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

The Pre-Funded Warrant

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

The aggregate exercise price of the

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

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

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

The Pre-Funded Warrant may be exercised, in whole

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

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

next sale of equity securities of the Company.

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

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

The Company valued 428,570

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

As of September 30, 2025 and December 31, 2024

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

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

13 unchanged sentences

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

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

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

There is no maturity

date on this loan.

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

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

There is no maturity date on this loan,

and bears interest at 12 % per annum.

“Interest Payment Conditions” means

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

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

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

(b) Liquidity (prior to and after giving effect to such payment)

shall not be less than $ 2,000,000 ;

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

of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense), shall be not less than

1.20 to 1.00;

(d) the Administrative Agent shall have received a certificate

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

the calculation required thereby.

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:

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

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

(b) Liquidity (prior to and after giving effect to such payment)

shall not be less than $ 4,000,000 ;

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

of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense), shall be not less than

1.20 to 1.00;

(d) the Consolidated Senior Net Leverage Ratio of the Borrower

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

or prepayment was less than 2.75 to 1.00;

(e) such payment or prepayment is made using only Net Cash Proceeds

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

exceed fifty percent ( 50 %) of such Net Cash Proceeds;

(f) the Administrative Agent shall have received a certificate

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

the calculation required thereby.

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,

3 unchanged sentences

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

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

On December 28, 2023, the Company entered into

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

The loan bears interest at 5 % per annum and is

payable in full with the last payment.

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

of cost of sales (See Note 13).

During 2025 and 2024, the Company made payments

of $ 2,622,201 and $ 2,000,000 , respectively toward this loan.

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

Settlement Agreement,

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

The outstanding loan balance at September 30,

2025 and December 31, 2024 was $ 0 and $ 2,802,445 , respectively.

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

On March 27, 2024, the Company entered into a

confidential settlement agreement and mutual general release with a supplier.

During 2025 and 2024, the Company made payments

of $ 2,160,412 and $ 700,000 toward this loan.

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

Settlement Agreement, resulting

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

The outstanding loan balance at September 30, 2025 and December

31, 2024 was $ 0 and $ 2,320,824 , respectively.

$418,100 May 1, 2024 Loan:

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

agreement of $ 418,100 with Shopify Capital Inc.

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

received $ 370,000 from Shopify Capital Inc.

and $ 48,100 was an original issue discount.

The loan bears a repayment rate of 25% of daily

The Company recognized amortization of original

issue discount of $ 32,297 and $ 11,991 which is included in interest expense in the statement of income during the nine months ended September

30, 2025 and 2024, respectively.

The outstanding loan balance at September 30,

2025 and December 31, 2024 was $ 0 and $ 280,732 , respectively.

$118,650 May 22, 2024

On May 22, 2024, the

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

for an advancement of working capital from its online

processing account.

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

and $ 13,650 was an original issue discount.

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

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 $ 118,650 .

The Company recognized

amortization of original issue discount of $ 2,135 and $ 6,293 , which is included in interest expense in the statement of income during

the nine months ended September 30, 2025 and 2024, respectively.

The outstanding loan balance at September 30, 2025 and December 31, 2024

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

$800,000 December

5, 2024 Loan:

On December 5, 2024,

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

received $ 760,000 and recorded $ 40,000 as interest expense.

The loan bears a repayment rate of $ 41,100 per week.

In conjunction

with the advance, the Company issued 18,000 shares of common stock to the consultant who facilitated the facility and thus recognized

$ 97,920 as interest expense.

The Company recognized

total interest expense of $ 136,000 during the year ended December 31, 2024.

The outstanding loan balance at December 31, 2024 was

$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 $ 72,143 and $ 889,398 and during the three and nine months ended September 30, 2025, respectively.

The outstanding loan balance at September

30, 2025 was $ 0 .

During March 2026, the Company was notified that

this lender believed this loan had a maturity date of March 31, 2026 and they did not intend to grant an extension on the maturity date.

Due to this loan being fully subordinated to the senior lender, the Company does not believe this loan has any maturity date while the

senior debt is outstanding.

$17,500,000 May 2025 Loan:

37 unchanged sentences

recorded $ 2,385,954 as original debt discount.

The Company recognized $ 164,216 and $ 204,965 as amortization during the three and nine

months ended September 30, 2025, respectively.

The unamortized balance amounts to $ 2,180,988 at September 30, 2025.

The note bears interest at Term SOFR rate, plus

8.5 %, currently 12.78 % per annum, and matures on May 30, 2029 .

The Company recognized $ 155,943 as amortization during the three months ended March 31,

The unamortized balance amounts to $ 2,034,500 at March 31, 2026.

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 thereto.

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 30, 2026.

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 amends the fixed charge coverage

ratio to be measured at December 31, 2026 and must be not less than 1.20:1.00 for each of the trailing four fiscal quarters 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 of, 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 %, which resulted in an effective rate of 14.25 % per annum as of March 31,

2026, and matures on May 30, 2029 .

The Company recognized interest expense of $ 742,460

and $ 765,694 during the three and nine months ended September 30, 2025, respectively.

during the three months ended March 31, 2026.

The Company accrued interest of $ 400,033 , which is added to the principal balance.

ACP has informally alleged that a

default has occurred under the Credit Agreement, but the Company has not received any formal written notice of the alleged default.

Company does not believe it is in default and, if a notice of the alleged default is delivered, it intends to vigorously dispute

the alleged default and pursue all available rights and defenses.

While the Company cannot predict the outcome of this matter, if the

alleged default is formally declared and not resolved, it could result in remedies under the Credit Agreement, which could

adversely affect the Company's liquidity.

The Company is required to make future payments

$3,024,000 November 2025 Accounts Receivable 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 advance 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 interest expense of $ 777,785 during the three

months ended March 31, 2026.

During March 2026, this advance was consolidated into the advance detailed below.

The outstanding advance

balance at March 31, 2026 and December 31, 2025 was $ 0 and $ 2,436,000 , with unamortized debt discount of $ 0 and $ 777,785 resulting in

a net carrying amount of $ 0 and $ 1,658,215 , respectively.

$4,032,000 March 2026 Accounts Receivable Advance:

On March 10, 2026, the Company entered into a cash advance agreement

of $ 4,032,000 with Cedar Advance LLC for an advancement of working capital through the sale of receivables.

The Company received

$ 980,000 and repaid $ 1,680,000 of the November advance.

The Company recorded $ 1,372,000 as original issue discount.

The advance bears

a repayment rate of $ 100,800 per week with a total payment of $ 4,032,000 .

In conjunction with the advance, the Company will issue 118,000 shares

of common stock to the consultant who facilitated the facility and thus recognized $ 153,400 as financing cost.

The Company recognized total interest expense of $ 171,614 during the

three months ended March 31, 2026.

The outstanding advance balance at March 31, 2026 was $ 3,830,400 , with unamortized debt discount of

$ 1,353,786 resulting in a net carrying amount of $ 2,476,614 .

Subsequent to March 31, 2026 the Company has made

two payments of $ 201,600 on this advance.

As of March 31, 2026 and as of the date of filing

this Report, the Company was in compliance with all applicable covenants under its debt agreements.

Note 12 – Stockholders’ Deficit

1 unchanged sentence

stock which the Company is authorized to issue is 300,000,000 shares of common stock with $ 0.00001 par value.

During 2025 and 2024 the Company issued 30,360

and 18,000 shares, respectively, to a consultant who facilitated a cash advance facility (Note 11).

During 2025, the Company issued 428,570 pre-funded

warrants to a Knight as a partial settlement of debt.

These warrants were fully exercised during the nine months ended September 30, 2025.

During 2025, the Company issued 441,178 shares

valued at $ 847,062 in conjunction with an assignment, assumption and release agreement with a note holder (see Note 11).

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.

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

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 $ 3,880,642 .

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 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 nine months ended

September 30, 2025 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

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 %.

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 this Option 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 nine months ended September 30, 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 September 30, 2025 and December 31, 2024,

there were 11,431,926 and 8,721,818 shares issued, respectively, and 11,251,853 and 8,541,745 shares outstanding,

respectively.

As of both March 31, 2026 and December 31, 2025,

there were 11,483,926 shares issued, and 11,303,853 shares outstanding.

Note 13 – Commitments and Contingencies

3 unchanged sentences

effect on the Company’s financial position or results of operations.

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.

Due to the instability in the countries, the licensee terminated

the agreement in February 2026 with the Company, resulting in a reversal of the $ 1,500,000 license fee revenue during December 2025.

the termination, the Company is still pursuing the registration of the IP in those countries.

Note 14 – Stock Options and Warrants

1 unchanged sentence

option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under

a stock option plan at September 30, 2025:

a stock option plan at March 31, 2026:

Options Outstanding Options Exercisable

2 unchanged sentences

(Years) Weighted

Price ($) Number

Exercisable Weighted

$ 2.38 1,200,000 4.46 $ 2.38 -

The stock option activity for the nine months

ended September 30, 2025 is as follows:

The stock option activity for the three months

ended March 31, 2026 is as follows:

Weighted Average

2 unchanged sentences

Expired or canceled

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Stock-based compensation expense related to vested

options was $ 19,941 during the three and nine months ended September 30, 2025 and is recognized utilizing the straight-line method.

options outstanding as of September 30, 2025, as disclosed in the above table, have an intrinsic value of $ 72,000 .

Stock options exercisable

as of September 30, 2025, as disclosed in the above table, have an intrinsic value of $ 0 .

As of September 30, 2025, unamortized stock-based

compensation costs related to options was $ 1,375,744 and will be recognized over a period of three years.

options was $ 116,307 during the three months ended March 31, 2026 and is recognized utilizing the straight-line method.

Stock options

outstanding as of March 31, 2026, as disclosed in the above table, have an intrinsic value of $ 0 .

Stock options exercisable as of March

31, 2026, as disclosed in the above table, have an intrinsic value of $ 0 .

As of March 31, 2026, unamortized stock-based compensation costs

related to options was $ 1,144,243 and will be recognized over a period of 2.5 years.

The following table summarizes the changes in

warrants outstanding and the related prices for the shares of the Company’s common stock issued at September 30, 2025:

warrants outstanding and the related prices for the shares of the Company’s common stock issued at March 31, 2026:

Warrants Outstanding Warrants Exercisable

1 unchanged sentence

Outstanding Weighted

(Years) Weighted

Life (Years) Weighted

Price ($) Number

Exercisable Weighted

$ 0.00001 – 11.70 3,156,000 3.16 $ 0.43 156,000 $ 8.69

The warrant activity for the nine months ended

September 30, 2025 is as follows:

Weighted Average

The warrant activity for the three months ended

March 31, 2026 is as follows:

Outstanding at December 31, 2025

Expired or canceled

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Stock warrants outstanding and exercisable as

of September 30, 2025, as disclosed in the above table, have an intrinsic value of $ 0 .

During June 2025, the Company issued 428,570 warrants

valued at $ 899,993 to settle a loan payable to a shareholder.

The Company determined the value of the warrants using the Black-Scholes

fair value option-pricing model with the following weighted average assumptions:

estimated fair value of the Company’s common stock

of $ 2.10 , risk-free interest rate of 4.30 %, volatility of 97 %, expected term of 0.1 years and dividend yield of 0 %.

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Stock warrants outstanding as of March 31, 2026, as disclosed in the

above table, have an intrinsic value of $ 3,869,970 .

Stock warrants exercisable as of March 31, 2026, as disclosed in the above table,

have an intrinsic value of $ 0 .

Note 15 – Segments

Segment identification and selection is consistent

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

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

that structure.

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

with the management structure used by the Company’s CODM to evaluate performance and make decisions regarding resource allocation,

as well as the materiality of financial results consistent with that structure.

Based on the Company’s management structure and

method of internal reporting, the Company has one operating segment.

The Company derives its revenue from the sale of nutraceuticals.

The accounting policies of the segment are the same as those

described in the summary of significant accounting policies.

The chief operating decision maker assesses performance for the segment and

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

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

Significant segment expenses include retailer promotions,

freight and fulfillment, marketing and salaries.

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

resources based on net income.

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

The Company’s CODM does not review operating

results on a disaggregated basis;

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

Net sales attributed to customers in the United

States and foreign countries for the three months ended September 30, 2025 and 2024 were as follows:

September 30,

United States

Foreign countries

Foreign country sales primarily consist of sales

The Company’s net sales by product group

for the three months ended September 30, 2025 and 2024 were as follows:

September 30,

Nutraceuticals

License Revenue

The Company’s net sales by major sales channel

for the three months ended September 30, 2025 and 2024 were as follows:

September 30,

The Company’s significant segment expenses

for the three months ended September 30, 2025 and 2024 were as follows:

September 30,

Retailer promotions

Freight and fulfillment

Online marketing

Salaries and benefits, marketing

Other selling and marketing

Salaries and benefits, non-marketing

Professional fees

Other general and administrative expenses

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

The CODM 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 net income.

The Company does not have any intra-entity sales or transfers.

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

rather, the CODM reviews operating results on an aggregated

Net sales attributed to customers in the United

States and foreign countries for the nine months ended September 30, 2025 and 2024 were as follows:

September 30,

States and foreign countries for the three months ended March 31, 2026 and 2025 were as follows:

United States

Foreign countries

Foreign country sales primarily consist of sales

The Company’s net sales by product group

for the nine months ended September 30, 2025 and 2024 were as follows:

September 30,

for the three months ended March 31, 2026 and 2025 were as follows:

Nutraceuticals

1 unchanged sentence

The Company’s net sales by major sales channel

for the nine months ended September 30, 2025 and 2024 were as follows:

September 30,

License revenue

for the three months ended March 31, 2026 and 2025 were as follows:

The Company’s significant segment expenses

for the nine months ended September 30, 2025 and 2024 were as follows:

September 30,

for the three months ended March 31, 2026 and 2025 were as follows:

Retailer promotions

5 unchanged sentences

Professional fees

Stock based compensation

Board of Directors compensation

Other general and administrative expenses

Long-lived assets (net) attributable to operations

in the United States and foreign countries as of September 30, 2025 and December 31, 2024 were as follows:

September 30,

in the United States and foreign countries as of March 31, 2026 and December 31, 2025 were as follows:

United States

2 unchanged sentences

Management evaluated all activities of the Company

through the issuance date of the Company’s unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial

through the issuance date of the Company’s unaudited condensed consolidated financial statements and concluded that except as noted

below, no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial

During April 2026, the Company sold 3,278,030

shares under its ATM program, raising $ 2,673,201 in gross proceeds, which includes $ 80,261 of issuance expenses.

During April 2026, the Company issued 118,000

shares to a consultant that facilitated the loan facility.

During April 2026, the Company issued 200,000

shares for services rendered.

On May 11, 2026, the Company filed a Current Report

on Form 8-K with the SEC regarding the entry into an equity purchase agreement (“ELOC”), pursuant to which the Company may

issue and sell shares of its common stock from time to time, subject to market conditions and other factors.

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

What changed 10-Q

Item 1. Financial Statements