Financial Analysis

Note 13 Commitments and Contingencies Litigation: From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Companys financial position, results of operations or cash flows. License Revenue: During 2025 the Company entered into a license agreement with a company to license its IP to territories in the United Arab Emirates and Turkey. The Company recognized $1,500,000 as licensing revenue in conjunction with this agreement during March 2025, $500,000 during May 2025 and $900,000 during June 2025. Due to the instability in the countries, the licensee terminated the agreement in February 2026 with the Company, resulting in a reversal of the $2,900,000 license fee revenue during December 2025. Despite the termination, the Company is still pursuing the registration of the IP in those countries. …

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Note 11 Notes Payable The Companys notes payable at December 31, 2025 and 2024 are as follows: December 31, 2025 December 31, 2024 $10,000,000 August 9, 2017 Loan $ - $ 12,333,052 $2,000,000 and $6,000,000 Notes 9,595,223 9,794,165 $5,450,000 December 28, 2023 Loan - 2,802,445 $3,020,824 March 27, 2024 Loan - 2,302,824 Other - 317,292 $3,024,000 November 12, 2025 Advance 2,436,000 - $17,500,000 May 2025 Loan 17,500,000 - 29,531,223 27,549,778 Unamortized debt issuance cost and debt discount (2,816,562 ) (34,432 ) Total 26,714,661 27,515,346 Current portion, shareholder - (4,000,000 ) Current portion, other (1,658,215 ) (7,725,272 ) Long-term portion, shareholder - 8,333,053 Long-term portion, other $ 25,056,446 $ 7,457,022 $950,000 June 26, 2015 Security Agreement: On June 26, 2015, the Company, through its wholly owned subsidiary, Neuragen Corp. (Neuragen), issued a 0% promissory note in a principal amount of $950,000 in connection with an Asset Purchase Agreement to Knight Therapeutics Inc. (Knight). The note requires $250,000 to be paid on or before June 30, 2016, and $700,000 to be paid in quarterly installments (beginning with the quarter ending September 30, 2015) equal to the greater of $12,500 or 5% of U.S. net sales, and 2% of U.S. net sales of Neuragen for 60 months thereafter. The payment of such amounts is secured by a security interest in certain assets, undertakings and property (Collateral) pursuant to the Security Agreement, which will be released upon receipt …

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The Companys revenue by major sales channel for the years ended December 31, 2025 and 2024 were as follows: December 31, 2025 December 31, 2024 Online $ 8,131,385 $ 8,360,297 Retail 22,249,424 26,473,946 $ 30,380,809 $ 34,834,243 …

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Note 14 Stock Options and Warrants The following table summarizes the changes in options outstanding and the related prices for the shares of the Companys common stock issued to employees and consultants under a stock option plan at December 31, 2025: Options Outstanding Options Exercisable Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 2.38 1,200,000 4.71 $ 2.38 - $ - The stock option activity for the year ended December 31, 2025 and 2024 is as follows: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2023 252,102 $ 6.15 Granted 84,034 10.71 Exercised - - Expired or canceled (84,034 ) (10.71 ) Outstanding at December 31, 2024 252,102 6.15 Granted 1,200,000 2.38 Exercised - - Expired or canceled (252,102 ) (6.15 ) Outstanding at December 31, 2025 1,200,000 $ 2.38 Exercisable at December 31, 2025 - $ - Stock-based compensation expense related to options was $136,248 and $0 during the years ended December 31, 2025 and 2024, respectively, and is recognized using the straight-line method. Stock options outstanding as of December 31, 2025 and 2024, as disclosed in the above table, have an intrinsic value of $0 and $119,748, respectively. As of December 31, 2025, unamortized stock-based compensation costs related to options was $1,259,437 and will be recognized over a period of 2.75 years. The following table summariz …

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Note 3 Income Taxes The Company utilizes FASB ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is more likely-than-not that a deferred tax asset will not be realized. Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions. For U.S. 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 ow …

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Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted. While the adoption of ASU 2023-09 has not affected the Companys consolidated financial statements, it has resulted in additional disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative (ASU 2023-06). 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 …

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Note 9 Related Party Transactions The Company paid consulting fees through December 31, 2025 to a company owned by Mr. Jack Ross, Chief Executive Officer (CEO) of the Company. The Company expensed $995,000 and $1,321 during the years ended December 31, 2025 and 2024, respectively, as consulting fees. The Company advanced $396,683 in the manner of a prepaid consulting fees during the year ended December 31, 2024 and applied $328,003 of that advance to a short-term loan. The prepaid balance as of December 31, 2025 and 2024 was $110,803 and $296,891, respectively. During 2025, the Company was advanced $235,000 and during 2024, the Company was advanced $3,175,000 US Dollars and $514,500 Canadian Dollars (US Dollars $342,201), respectively in the form of a short-term note. The balance owed as of December 31, 2025 and 2024 is $100,000 and $0, respectively. During 2025, the Company paid $52,500 for a vehicle allowance and $31,062 for insurance reimbursement. During 2025, the Company paid $57,720 as rent for 2025 for office and meeting space in the United States. The Company paid rent through December 31, 2025 to a company owned by the CEO of the Company. The Company expensed $261,724 Canadian Dollars ($187,389 US Dollars). The Company entered into transactions with a related party controlled by the CEO during prior years. The transactions were a pass through and allocation of expenses and reimbursements. As of December 31, 2024 the Company was owed $4,375,059. The related party is o …

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Note 15 Segments Segment identification and selection is consistent with the management structure used by the Companys 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 Companys management structure and method of internal reporting, the Company has one operating and reportable segment. The Company derives its revenue from the sale of nutraceuticals. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Significant segment expenses include retailer promotions, freight and fulfillment, marketing and salaries. The Companys 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. The Companys CODM does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis. Revenue attributed to customers in the United States and foreign countries for th …

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Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). All amounts referred to in the notes to the 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 intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Split On September 11, 2024, we effected a 1-for-11.9 reverse stock split with respect to our common stock. The reverse stock split did not change the number of authorized shares of common stock or par value. All references in these 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. Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included are assumptions about collection of …

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Note 12 Stockholders Equity The total number of shares of all classes of capital stock which the Company is authorized to issue is 300,000,000 shares of common stock with $0.00001 par value. On October 22, 2024, our registration statement on Form S-1 (File No. 333-282780), as amended (the Registration Statement) was declared effective by the SEC for our underwritten initial public offering in which we sold a total of 1,150,000 shares of our common stock, par value $0.00001 per share, at price to the public of $9.00 per share, for gross proceeds of $10,350,000. Roth Capital Partners, LLC acted as representative of the underwriters for the offering. The offering closed on October 24, 2024 (the initial public offering or IPO). Following the sale of all the shares upon the closing of the initial public offering and the expiration of the over-allotment option, the offering terminated. We received net proceeds of approximately $8,397,044 after deducting underwriting discounts and commissions and the estimated offering expenses. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. There has been no material change in the planned use of proceeds from our initial public offering as described in the Prospectus. The Company issued warrants on October 24, 2024 (the Issuance Date) to purchase 103,500 shares to the …

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Note 16 Subsequent Events The Company evaluated its December 31, 2025 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued and concluded that except as noted below, no subsequent events have occurred that would require adjustment or disclosure into the consolidated financial statements. During January 2026, the Company repaid a short-term loan from a related party in the amount of $100,000 along with interest of $15,000. Subsequent to December 31, 2025, the Company has repaid $175,000 of existing $17,500,000 May 2025 Loan. During January 2026, the Company paid a bonus to a company owned by the CEO of $400,000 for 2026. On March 10, 2026, the Company entered into an agreement with Cedar Advance LLC for a cash advance in the amount of $2,800,000 with a repayment amount of $3,500,000 if paid in 30 days. The Company received $980,000 after deducting $140,000 in fees and paying off prior advance of $1,680,000. The Company is required to make weekly payments of $100,800. In conjunction with the advance, the Company agreed to issue 118,000 shares of common stock to the consultant who facilitated the facility and thus recognized $153,400 as financing cost. During March 2026, the Company entered into a confidential settlement agreement and mutual general release with a vendor. The Company has made payment of $420,000 toward this agreement and the outstanding balance is $280,000. During March 2026, the Company laid o …

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