Financial Analysis

NOTE 9. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement dated February 17, 2022. These holders are entitled to certain demand and piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On May 13, 2025, the Company filed a Registration Statement on Form S-1 to register 73,225 of the outstanding 244,083 Private Placement Warrants, after giving effects to the 1-for-40 reverse stock split. The Registration Statement was declared effective on May 30, 2025. Equity Line of Credit (ELOC) Agreement On February 13, 2025, PowerUp entered into a Purchase Agreement (ELOC Agreement) with Arena Business Solutions Global SPC II, Ltd. (Arena). Under the ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase up to $ 100,000,000 in shares of the Companys common stock (the ELOC Shares) upon satisfaction of certain terms and conditions contained in the ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement. The term of the ELOC Agreement began on the date of execution and e …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following tables represent net sales disaggregated by revenue source: SCHEDULE OF DISAGGREGATION OF REVENUE Year ended December 31, 2025 Nutraceutical products $ 6,202 Total revenues $ 6,202

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NOTE 12. FAIR VALUE MEASUREMENTS The following table presents information about the Companys assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unbservable Inputs December 31, 2025 Level (Level 1) (Level 2) (Level 3) Liabilities: Convertible Notes 3 $ 1,146,236 Forward Purchase Agreement liabilities 3 95,662 Derivative liability 3 $ 40,954 Convertible Notes As discussed in Note 7 - Convertible Notes, the February 2025 Convertible Debentures are classified and accounted for as a financial liability which is measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815). The financial liabilities are valued under a Monte Carlo Model. The estimated fair value of the financial liabilities component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Companys February 2025 Convertible Debentures as of December 31, 2025 were: SCHEDULE OF CONVERTIBLE NOTES Inputs Decemb …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 11. INCOME TAXES The income tax provision consists of the following for the years ended December 31, 2025 and 2024: SCHEDULE OF INCOME TAX PROVISION 2025 2024 Federal Current $ - $ - Deferred - - State and local Current - - Deferred - - Foreign Current - 1,013 Deferred - - Income tax provision / (benefit) $ - $ 1,013 Below is a reconciliation of the statutory tax rate to the Companys effective tax rate for the year ended December 31, 2025. SCHEDULE OF RECONCILIATION OF STATUTORY TAX RATE TO EFFECTIVE TAX RATE 2025 Amount % Pretax book income (loss) $ (24,480,848 ) 100.0 Statutory federal income tax $ (5,140,978 ) 21.0 Research tax credits (48,657 ) 0.2 Change in valuation allowance 2,828,659 (11.5 ) Non-taxable or non-deductible items: Non-deductible transaction costs 3,171,730 (13.0 ) Change in derivative liability (810,787 ) 3.3 Meals and entertainment 33 - Minimum tax liability - - Income tax expense $ - - 2024 Amount % Pretax book income (loss) $ (1,308,859 ) 100.0 Statutory federal income tax - - Minimum tax liability 1,013 0.08 Income tax expense $ 1,013 0.08 The Companys deferred tax assets are as follows at December 31, 2025 and 2024: SCHEDULE OF DEFERRED TAX ASSETS 2025 2024 Deferred tax assets: Net operating loss carryforward $ 3,250,617 $ - Research tax credit carryforward 48,657 - Total deferred tax assets 3,299,274 - Less: Valuation allowance (3,299,274 ) - Net deferred tax assets $ - $ - In assessing the realization of the deferred tax assets, management co …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 5. RELATED PARTY TRANSACTIONS Loan and transfer agreements In order to finance transaction costs in connection with the Reverse Recapitalization, the New Sponsor or an affiliate of the New Sponsor, or certain affiliates of PowerUp loaned monies for working capital purposes (Working Capital Loans) by entering into several Loan and Transfer Agreements. Upon completion of the Reverse Recapitalization, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Reverse Recapitalization did not close, the Company had the option to use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account could be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Reverse Recapitalization, without interest, or, at the lenders discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Reverse Recapitalization entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On December 21, 2023, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and SSVK Associates, LLC (SSVK), pursuant to which SSVK loaned an aggregate of $ 250,000 to the New Sponsor, and, in turn, the New …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 8. REVENUES Net sales include revenue from product sales and shipping and handling charges, net of returns and discounts. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when or as the Company satisfies its performance obligations under the contract. The Company recognizes revenue by transferring control of the promised products to the customer, which primarily occurs when products are shipped to the customer. The Company recognizes revenue for shipping and handling charges at the time the products are shipped to the customer. The Company estimates product returns based on historical return rates. All of the Companys contracts have a single performance obligation and are short-term in nature. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. The Company recognizes revenue from the sale of pharmaceutical products directly to customers and is recognized at an amount that reflects the consideration expected to be received in exchange for such products. The customer order evidenced by invoices issued is considered to be the contract with the customers. At contract inception, an assessment of the products and services promised in the contracts with customers is performed and a performance obligation is identified for each …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

NOTE 13. SEGMENT INFORMATION When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss, which include the following: SCHEDULE OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS 2025 2024 For the Years Ended December 31, 2025 2024 Gross margin $ (116 ) $ - Operating expenses (19,351,175 ) (1,210,871 ) Other expenses, net (5,129,557 ) (97,988 ) Income tax expense - (1,013 ) Net loss $ (24,480,848 ) $ (1,309,872 ) Gross margin, operating expenses, other expenses, net and income tax expense are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available for working capital needs and to fund research and development efforts. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net loss are reported on the consolidated statements of operations and described within their respective disclosures. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) issued by the Financial Accounting Standard Boards (FASB), expressed in U.S. dollars. References to US GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). On January 16, 2026, the Company effected a 1-for-40 reverse stock split with respect to our common stock (the Reverse Split). All share and per share information in these consolidated financial statements give effect to this reverse stock split, including restating prior period reported amounts. The Reverse Split had no effect on the Companys authorized number of shares of common stock par value of common stock, the warrants outstanding, total assets, total liabilities or stockholders deficit. We restated our common stock outstanding (shares and amount) and the value of our additional paid-in capital (APIC) to reflect the number of shares outstanding after the Reverse Split. Principles of Consolidation The accompanying 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. Emerging Growth Company The Company is an emerging growth company as defined in Sect …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 10. STOCKHOLDERS DEFICIT Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 490,000,000 shares of Common Stock with a par value of $ 0.0001 per share. As of December 31, 2025 and 2024, there were 3,533,408 and 690,044 shares of common stock issued and outstanding, respectively, after giving effect to the 1-for-40 reverse stock split. PowerUp Warrants As part of the PowerUp IPO, PowerUp issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Companys Class A common stock at an exercise price of $ 460 per share (the Public Warrants). Simultaneously with the closing of the IPO, PowerUp completed the private sale of 244,083 warrants (the Private Placement Warrants) where each warrant allows the holder to purchase one fortieth share of the Companys Common Stock at $ 460 per share, after giving effect to the 1 for 40 reverse stock split. At December 31, 2025, there are Public Warrants 359,974 and 244,083 Private Placement Warrants outstanding. The Public Warrants became exercisable commencing 30 days after the consummation of the Reverse Recapitalization. Once the warrants became exerci …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 14. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, other than disclosed below or within these consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Exchange Agreements On January 1, 2026, the Company entered into Exchange Agreements (the Exchange Agreements) with certain holders of the Companys debt (the Holders) to exchange approximately $ 1.75 million in debt for shares (the Exchange Shares) of the Companys common stock (the Exchange) (See Note 5). The debt was incurred by the Companys predecessor, PowerUp pursuant to subscription agreements dated March 4, 2024, and May 9, 2024. The Holders were Sponsors of PowerUps initial public offering. Pursuant to the Exchange Agreements, the Holders may, in their discretion, submit a notice of exchange setting forth the Exchange Amount, the Exchange Shares, and the applicable Exchange Price. Within one business day of receipt of an Exchange Notice, the Company will issue to such Holder the number of Exchange Shares equal to the Exchange Amount divided by the Exchange Price, and such Exchange Amount shall be deducted from the Outstanding Balance. Each Holder may submit up to four (4) Exchange Notices, but each Exchange Notice may not exch …

SubsequentEventsTextBlock · excerpt; the full note is in the filing