UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to___________________________

Commission File Number: 001-42374

SYNERGY CHC CORP.

(Exact name of registrant as specified in its charter)

Nevada		99-0379440
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

865 Spring Street Westbrook, Maine		04092
(Address of principal executive offices)		(Zip Code)

(207) 321-2350

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		SNYR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~November 12, 2025, there were 911,~~621~~431,926 shares of common stock, par value $0.00001 per share, of the registrant issued and 911,~~441~~251,853 shares outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2827
Item 3. Quantitative and Qualitative Disclosures About Market Risk		3534
Item 4. Controls and Procedures		3534
PART II—OTHER INFORMATION		3635
Item 1. Legal Proceedings		3635
Item 1A. Risk Factors		3635
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3635
Item 3. Defaults Upon Senior Securities		3635
Item 4. Mine Safety Disclosures		3635
Item 5. Other Information		3635
Item 6. Exhibits		3736
SIGNATURES		3837

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Synergy CHC Corp.

Condensed Interim Financial Statements

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

Unaudited

(Expressed in U.S. Dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING CONDENSED INTERIM FINANCIAL REPORTING

The accompanying unaudited condensed interim financial statements of Synergy CHC Corp. (“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.

Synergy CHC Corp.

Condensed Consolidated Balance Sheets

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	1,~~458~~006,~~561~~489		$	687,920
Restricted cash		100,000			100,000
Accounts receivable, net		76,~~069~~812,~~889~~649			5,321,037
Other receivables		2,~~025~~182,~~094~~755			1,999,637
Loan receivable (related party)		4,~~427~~407,~~883~~449			4,375,059
Prepaid expenses (including related party amount of $801,345 and $312,966, respectively)		2,064,094			1,859,563
Prepaid expenses (including related party amount of $1,050,212 and $312,966, respectively)		3,852,311			1,859,563
Inventory, net		2,~~364~~145,~~158~~966			1,716,552
Total Current Assets		1920,~~509~~507,~~679~~619			16,059,768
Intangible assets, net		~~216~~183,~~667~~333			283,333
Total Assets	$	1920,~~726~~690,~~346~~952		$	16,343,101
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities (including payable to shareholder of $92,955 and $88,644, respectively)	$	4,960,331		$	5,191,868
Accounts payable and accrued liabilities (including payable to shareholder of $88,770 and $88,644, respectively)	$	3,573,505		$	5,191,868
Income taxes payable		~~266~~254,~~472~~763			242,977
Contract liabilities		41,~~887~~854			24,252
Short term loans payable, net of debt discount		~~1,894,857~~-			7,725,272
Current portion of long-term notes payable, net of debt discount and debt issuance cost, shareholder		-			4,000,000
Total Current Liabilities		73,~~126~~830,~~547~~122			17,184,369
Long-term Liabilities:
Notes payable, net of debt discount, shareholder		-			8,333,053
Notes payable, net of debt discount		2425,~~978~~113,~~999~~177			7,457,022
Total long-term liabilities		2425,~~978~~113,~~999~~177			15,790,075
Total Liabilities		3228,~~105~~943,~~546~~299			32,974,444
Commitments and contingencies
Stockholders’ Deficit:
Common stock, $0.00001 par value; 300,000,000 shares authorized; 9,621,926 and 8,721,818, shares issued, respectively; 9,441,853 and 8,541,745 outstanding, respectively		96			87
Common stock, $0.00001 par value; 300,000,000 shares authorized; 11,431,926 and 8,721,818, shares issued, respectively; 11,251,853 and 8,541,745 outstanding, respectively		114			87
Additional paid in capital		2933,~~508~~535,~~354~~939			27,643,660
Accumulated other comprehensive loss		(935,~~838~~915	)		(47,777	)
Accumulated deficit		(41,~~750~~624,~~312~~985	)		(44,099,813	)
Less: Treasury stock (180,073 shares) at cost		(127,500	)		(127,500	)
Total stockholders’ deficit		(128,~~379~~252,~~200~~347	)		(16,631,343	)
Total Liabilities and Stockholders’ Deficit	$	1920,~~726~~690,~~346~~952		$	16,343,101

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

	For the three months ended						For the ~~six~~nine months ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenue
Product Sales	$	68,~~734~~010,~~996~~112		$	87,~~024~~126,~~840~~333		$	1321,~~405~~415,~~530~~642		$	1724,~~436~~563,~~703~~036
License Revenue		~~1,400,000~~-			-			2,900,000			-
Total Revenue		8,~~134~~010,~~996~~112			87,~~024~~126,~~840~~333			1624,~~305~~315,~~530~~642			1724,~~436~~563,~~703~~036
Cost of sales		12,~~896~~329,~~391~~296			2,~~448~~335,~~890~~901			36,~~902~~232,~~904~~201			57,~~086~~421,~~029~~930
Gross profit		65,~~238~~680,~~605~~816			54,~~575~~790,~~950~~432			1218,~~402~~083,~~626~~441			1217,~~350~~141,~~674~~106
Operating expenses
Selling and marketing		32,~~062~~729,~~211~~767			32,~~055~~509,~~186~~440			58,~~938~~668,~~482~~249			69,~~639~~149,~~863~~303
General and administrative		1,~~519~~637,~~325~~706			~~903~~1,~~838~~196,784			24,~~826~~463,~~039~~745			23,~~252~~449,~~223~~007
Depreciation and amortization		33,~~334~~333			33,~~334~~333			66100,~~667~~000			66100,~~667~~000
Total operating expenses		4,~~614~~400,~~870~~806			3,~~992~~739,~~358~~557			813,~~831~~231,~~188~~994			812,~~958~~698,~~753~~310
Income from operations		1,~~623~~280,~~735~~010			1,~~583~~050,~~592~~875			34,~~571~~851,~~438~~447			34,~~391~~442,~~921~~796
Other (income) expenses
Other income		-			(252,405	)		-			(252,405	)
Interest income		(379	)		(374	)		(14,261	)		(761	)
Interest expense, net		1,164,017			704,707			4,352,840			2,559,454
Interest expense		2,107,714			745,528			3,203,083			1,855,508
Gain on settlement of notes payable		-			-			(2,154,522	)		-
Gain on settlement of notes payable		(2,154,522	)		-			(2,154,522	)		-
Remeasurement loss on translation of foreign subsidiary		1,773			7,279			10,762			2,166
Remeasurement (gain) loss on translation of foreign subsidiary		7,578			3,870			8,990			(5,113	)
Total other expenses		1,165,790			459,581			2,209,080			2,309,215
Total other (income) expenses		(39,609	)		749,024			1,043,290			1,849,634
Net income before income taxes		114,220			591,294			2,642,367			2,133,581
Net income before income taxes		1,663,344			834,568			2,528,148			1,542,287
Income tax benefit (expense)		11,107			192,299			(167,540	)		(114,272	)
Income tax benefit (expense)		(190,107	)		(179,382	)		(178,647	)		(306,571	)
Net income after tax	$	125,327		$	783,593		$	2,474,827		$	2,019,309
Net income after tax	$	1,473,237		$	655,186		$	2,349,501		$	1,235,716
Net income per share – basic	$	0.01		$	0.11		$	0.27		$	0.27
Net income per share – basic	$	0.17		$	0.09		$	0.27		$	0.17
Net income per share – diluted	$	0.01		$	0.11		$	0.27		$	0.27
Net income per share – diluted	$	0.17		$	0.09		$	0.27		$	0.17
Weighted average common shares outstanding
Basic		810,~~928~~110,~~548~~114			7,373,745			89,~~743~~204,~~639~~136			7,373,745
Diluted		810,~~928~~111,~~548~~134			7,373,745			89,~~743~~204,~~639~~136			7,373,745
Comprehensive income:
Net income		1125,~~473,237~~327			~~655~~783,~~186~~593			2,~~349~~474,~~501~~827			12,~~235~~019,~~716~~309
Foreign currency translation adjustment		39(26,~~874~~077	)		55(79,~~736~~025	)		3711,~~939~~862			~~187~~108,~~373~~348
Comprehensive income	$	199,~~513,111~~250		$	~~710~~704,~~922~~568		$	2,~~387~~486,~~440~~689		$	12,~~423~~127,~~089~~657

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

	Common stock				Additional Paid in		Accumulated Other Comprehensive Income			Treasury			Accumulated			Total Stockholders’
	Shares		Amount		Capital		(Loss)			stock			Deficit			Deficit
Balance as of December 31, 2023		7,553,818	$	76	$	19,148,707	$	(102,467	)	$	(127,500	)	$	(46,224,789	)	$	(27,305,973	)
Foreign currency translation gain								131,637									131,637
Net income														580,530			580,530
Balance as of March 31, 2024		7,553,818	$	76	$	19,148,707	$	29,170		$	(127,500	)	$	(45,644,259	)	$	(26,593,806	)
Fair value of vested stock options						4,611											4,611
Foreign currency translation gain								55,736									55,736
Net income														655,186			655,186
Balance as of June 30, 2024		7,553,818	$	76	$	19,153,318	$	84,906		$	(127,500	)	$	(44,989,073	)	$	(25,878,273	)
Fair value of vested stock options						4,613											4,613
Foreign currency translation gain								(79,025	)								(79,025	)
Net income														783,593			783,593
Balance as of September 30, 2024		7,553,818	$	76	$	19,157,931	$	5,881		$	(127,500	)	$	(44,205,480	)	$	(25,169,092	)

	Common stock				Additional Paid in			Accumulated Other Comprehensive Income			Treasury			Accumulated			Total Stockholders’
	Shares		Amount		Capital			(Loss)			stock			Deficit			Deficit
Balance as of December 31, 2024		8,721,818	$	87	$	27,643,660		$	(47,777	)	$	(127,500	)	$	(44,099,813	)	$	(16,631,343	)
Foreign currency translation loss									(1,935	)								(1,935	)
Issuance of common stock for loan financing		30,360		1		117,647												117,648
Net income															876,264			876,264
Balance as of March 31, 2025		8,752,178	$	88	$	27,761,307		$	(49,712	)	$	(127,500	)	$	(43,223,549	)	$	(15,639,366	)
Foreign currency transaction gain									39,874									39,874
Issuance of pre-funded warrants for settlement of shareholder notes payable						899,993												899,993
Issuance of common stock for exercise of pre-funded warrants		428,570		4		(4	)											-
Issuance of common stock for modification of notes payable		441,178		4		847,058												847,062
Net income															1,473,237			1,473,237
Balance as of June 30, 2025		9,621,926	$	96	$	29,508,354		$	(9,838	)	$	(127,500	)	$	(41,750,312	)	$	(12,379,200	)
Foreign currency transaction loss									(26,077	)								(26,077	)
Fair value of vested stock options						19,941												19,941
Fair value of underwriters warrants issued at IPO						51,465												51,465
Offering costs related to fair value of underwriting warrants						(51,465	)											(51,465	)
Issuance of common stock at IPO, net of issuance cost		1,750,000		17		3,880,445												3,880,462
Stock issued for services		60,000		1		127,199												127,200
Net income															125,327			125,327
Balance as of September 30, 2025		11,431,926	$	114	$	33,535,939		$	(35,915	)	$	(127,500	)	$	(41,624,985	)	$	(8,252,347	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

	For the six months ended			For the six months ended
	For the nine months ended			For the nine months ended
	June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024
Cash Flows from Operating Activities
Net income	$	2,~~349~~474,~~501~~827		$	12,~~235~~019,~~716~~309
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount and debt issuance cost		~~892~~1,~~435~~128,795			-47,519
Depreciation and amortization		66100,~~667~~000			66100,~~667~~000
Stock based compensation		-19,941			49,~~611~~224
Stock issued for modification of notes payable		847,062			-
Foreign currency transaction loss (gain)		(9,068	)		23,345
Stock issued for services		127,200			-
Remeasurement loss (gain) on translation of foreign subsidiary		8,990			(5,113	)
Foreign currency transaction loss		5,655			23,777
Remeasurement loss on translation of foreign subsidiary		10,763			2,166
Non cash implied interest		-			4,799
Gain on settlement of debt		(2,154,522	)		-
Changes in operating assets and liabilities:
Accounts receivable		(1,~~748~~491,~~852~~612	)		(1,~~161~~965,~~992~~936	)
Other receivables		(25183,~~457~~118	)		-
Loan receivable, related party		(5232,~~824~~390	)		3521,~~449~~269
Inventory		(~~647~~429,~~606~~414	)		1,~~805~~815,~~950~~725
Prepaid expenses		~~283~~(1,~~848~~255,502	)		(~~276~~205,~~818~~975	)
Prepaid expense, related party		(~~488~~737,~~379~~246	)		(~~326~~396,~~682~~683	)
Income taxes payable		2311,~~495~~786			~~262~~68,~~374~~607
Contract liabilities		(1922,~~365~~398	)		(212,~~949~~102	)
Accounts payable and accrued liabilities		(~~610~~2,~~770~~009,905	)		(23,~~804~~011,~~381~~384	)
Accounts payable, shareholder		~~385~~380,~~114~~929			~~(980~~102,206	)
Net cash used in operating activities		(~~899~~3,~~731~~209,149	)		(1,~~140~~377,~~005~~479	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Advances from related party		135,000			1,509,226
Proceeds from issuing common stock		3,880,462			-
Repayment of notes payable, related party		(135,000	)		(84,500	)
Advances from related party		135,000			3,395,587
Repayment of advances from related party		(135,000	)		(157,425	)
Proceeds from notes payable		18,996,250			600,000
Payment of loan financing fees		(12,~~980~~010,~~914~~953	)		-
Repayment of notes payable, shareholder		(10,000,000	)		-(84,500	)
Repayment of notes payable		(57,~~382~~349,903	)		(12,~~617~~857,~~335~~690	)
Net cash provided by financing activities		13,~~632~~515,~~433~~856			~~407~~895,~~391~~972
Effect of exchange rate on cash, cash equivalents and restricted cash		3711,~~939~~862			~~187~~108,~~373~~348
Net increase (decrease) in cash, cash equivalents and restricted cash		~~770~~318,~~641~~569			(~~545~~373,~~241~~159	)
Cash and restricted cash, beginning of year		787,920			732,534
Cash and restricted cash, end of period	$	1,~~558~~106,~~561~~489		$	~~187~~359,~~293~~375
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	~~896~~1,~~734~~824,446		$	12,~~850~~432,~~896~~653
Income taxes	$	-		$	4445,~~197~~664
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accounts payable converted to loan payable upon settlement	$	-		$	3,770,824
Reduction of short term related party note payable by reduction of prepaid balance	$	-		$	328,003
Issuance of common stock for loan financing	$	117,648		$	-
Issuance of pre-funded warrants for settlement of shareholder notes payable	$	899,993		$	-
Exercise of pre-funded warrants	$	4		$	-
Loan fees payable to lender	$	375,000		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of the Business

Synergy CHC Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31 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.”

The Company is a consumer health care company that is in the process of building a portfolio of best-in-class consumer product brands. Synergy’s strategy is to grow its portfolio both organically and by further acquisitions.

Effective January 1, 2019 the Company has merged its U.S. 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: NomadChoice Pty Ltd., Hand MD Corp., Synergy CHC Inc. 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 Policies

Basis of Presentation

The accompanying condensed consolidated financial statements as of ~~June~~September 30, 2025 and for the three and ~~six~~nine months ended ~~June~~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 ~~six~~nine months ended ~~June~~ 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 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.

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. Actual results could differ from those estimates. Significant estimates included are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At ~~June~~September 30, 2025 and December 31, 2024, the uninsured balances amounted to $1821,~~286,994~~953 and $503,215, respectively.

Restricted Cash

The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Cash	$	1,~~458~~006,~~561~~489	$	687,920
Restricted cash		100,000		100,000
Total cash and restricted cash shown in the statement of cash flows	$	1,~~558~~106,~~561~~489	$	787,920

Amounts included in restricted cash represent amounts held for credit card collateral.

Intangible Assets

The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the intangible assets are subject to amortization. Intangible assets are amortized on a straight-line basis over the useful lives.

Long-lived Assets

Long-lived assets include intangible assets other than those with indefinite lives. The Company assesses the carrying value of its long-lived asset groups when indicators of impairment exist and recognizes an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the assets or in its business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, the Company assesses the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Revenue Recognition

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. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

The Company recognizes revenue upon shipment from its fulfillment centers. Certain of the Company’s distributors may also perform a separate function as a co-packer on the Company’s behalf. In such cases, ownership of and title to the Company’s products that are co-packed on the Company’s behalf by those co-packers who are also distributors, passes to such distributors when the Company is notified by them that they have taken transfer or possession of the relevant portion of the Company’s finished goods. 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. The Company recognizes revenue for its digital products in the month the download by the customer occurs.

All product sales were initiated based upon the retailer’s purchase orders at a fixed transaction price and revenues recognized when the products were shipped to the Company’s customers.

The Company accounts for its IP license revenue, which provides the Company’s customer with rights to use the Company’s IP, in accordance with ASC 606. A license may be perpetual or time limited in its application. In accordance with ASC 606, the Company will continue to recognize revenue from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functional without professional services, updates and technical 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

The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s condensed consolidated balance sheet are from contracts with customers.

Contract Costs

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 ~~June~~September 30, 2025 and December 31, 2024.

Contract Liabilities

The Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized.

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Beginning balance	$	24,252		$	14,202
Additions		41,~~887~~854			24,252
Recognized as revenue		(24,252	)		(14,202	)
Ending balance	$	41,~~887~~854		$	24,252

Accounts receivable

Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of both ~~June~~ September 30, 2025 and December 31, 2024, allowance for doubtful accounts was $0.

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 operations.

Research and Development

Costs incurred in connection with the development of new products and processing methods are charged to general and administrative expenses as incurred.

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.

The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.

NomadChoice Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. 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 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.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. 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 ~~June~~September 30, 2025 and 2024, options to purchase ~~252~~1,452,102 and 336,134 shares of common stock, respectively, were outstanding. As of ~~June~~September 30, 2025, warrants to purchase ~~103~~156,~~500~~000 shares of common stock 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 ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024:

	For the three months ended				For the ~~six~~nine months ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net income after tax	$	1125,~~473,237~~327	$	~~655~~783,~~186~~593	$	2,~~349~~474,~~501~~827	$	12,~~235~~019,~~716~~309
Weighted average common shares outstanding		810,~~928~~110,~~548~~114		7,373,745		89,~~743~~204,~~639~~136		7,373,745
Incremental shares from the assumed exercise of dilutive stock options		-1,020		-		-		-
Dilutive potential common shares		810,~~928~~111,~~548~~134		7,373,745		89,~~743~~204,~~639~~136		7,373,745
Net earnings per share:
Basic	$	0.1701	$	0.0911	$	0.27	$	0.1727
Diluted	$	0.1701	$	0.0911	$	0.27	$	0.1727

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

For the three and six months ended

For the three months ended

For the nine months ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Options to purchase common stock

~~252~~1,~~102~~368,068

336,134

1,452,102

336,134

Warrants to purchase common stock

~~103~~156,~~500~~000

156,000

Fair Value Measurements

The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:

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.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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 ~~June~~September 30, 2025 and December 31, 2024, the Company has determined that there were no assets or liabilities measured at fair value on a recurring basis.

Inventory

Inventory consists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. Finished goods include the cost of labor to assemble the items.

Foreign Currency Translation

The functional currency of one of the Company’s foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S. Dollar. The Company’s foreign subsidiary maintains its records using local currency (Australian Dollar). All monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at transaction day exchange rates.

Income and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.

The functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’s foreign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates. Income and expense items were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income.

The exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

Balance sheet:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Period-end AUD: USD exchange rate	$	0.~~6572~~6578	$	0.6183
Period-end CAD: USD exchange rate	$	0.~~7330~~7183	$	0.6950

Income statement:

	June 30, 2025		June 30, 2024
	September 30, 2025		September 30, 2024
Average six months AUD: USD exchange rate	$	0.6338	$	0.6585
Average nine months AUD: USD exchange rate	$	0.6407	$	0.6623
Average six months CAD: USD exchange rate	$	0.7098	$	0.7361
Average nine months CAD: USD exchange rate	$	0.7152	$	0.7352
Average three months AUD: USD exchange rate	$	0.~~6403~~6544	$	0.~~6591~~6697
Average three months CAD: USD exchange rate	$	0.~~7226~~7260	$	0.~~7308~~7334

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 as incurred.

Concentrations of Credit Risk

In the normal course of business, the Company provides credit terms to its customers; however, collateral is not required. Accordingly, the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were within the range of management’s expectations. From time to time, a higher concentration of credit risk exists on outstanding accounts receivable for a select number of customers due to individual buying patterns.

Warehousing costs

Warehouse costs include all third-party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costs relating to assembly or special pack-outs of the Company’s products are charged to cost of sales.

Product display costs

All displays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for display execution and setup and retail services are charged to cost of sales and expensed as incurred.

Cost of Sales

Cost of sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting of the Company’s online Application.

Debt Issuance Costs

Debt issuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities.

Shipping Costs

Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketing expenses.

12Related parties

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly 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).

Segment Reporting

Segment identification and selection is consistent with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. 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. 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 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.

~~Presentation~~ Correction of ~~Financial~~Prior ~~Statements~~Period –Immaterial ~~Going Concern~~Errors:

~~Going~~The Company has identified an immaterial error in ~~Concern~~the ~~Evaluation~~Company’s previously issued consolidated financial statements related to Treasury Shares held by its wholly owned subsidiary. 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 ~~connection~~ ~~with~~evaluating ~~preparing~~whether ~~unaudited~~the ~~condensed~~previously ~~consolidated~~issued consolidated financial statements were materially misstated for the ~~six~~interim ~~months~~or ~~ended~~annual ~~June~~periods 30prior to December 31, ~~2025~~2022, ~~management~~the ~~evaluated~~Company applied the guidance ~~whether~~of ~~there~~ASC ~~were~~250, Accounting ~~conditions~~Changes and ~~events~~Error Corrections, ~~considered~~SEC inStaff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the ~~aggregate~~Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that ~~raised~~the ~~substantial~~effect ~~doubt~~of ~~about~~the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the ~~Company~~current year would materially misstate the current year’s ~~ability~~financial statements, tomust ~~continue~~be ascorrected aby ~~going~~adjusting ~~concern~~prior ~~within~~year ~~one~~financial ~~year~~statements, ~~from~~even ~~the~~though ~~date~~such ~~that~~correction previously was and continues to be immaterial to the ~~unaudited~~prior-year ~~condensed~~financial ~~consolidated~~statements. Correcting prior-year financial statements ~~are~~for ~~issued~~such immaterial misstatements does not require previously filed reports to be amended.

The Company’s ~~considered~~earnings per share has been revised from the ~~following:~~amounts previously reported to correct the error and the impact of the reclassification is shown in the below table.

●Earnings AtPer ~~June~~Share ~~30,~~for ~~2025,~~ the ~~Company~~nine ~~had~~months anended ~~accumulated deficit of $41~~September 30,~~750,312.~~ 2024:

● During the six months ended June 30, 2025, there was a decrease in revenue of $1,131,173.

	As Previously
	Reported		Corrections			As Adjusted

Earnings per share	$	0.27	$	0.00		$	0.27
Weighted average common shares outstanding		7,553,818		(180,073	)		7,373,745

●Earnings ~~During~~Per Share for the ~~six~~three months ended September ~~June~~ 30, ~~2025, the Company had $899,731 of net cash used in operating activities~~2024:

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 become due.

	As Previously
	Reported		Corrections			As Adjusted

Earnings per share	$	0.10	$	0.01		$	0.11
Weighted average common shares outstanding		7,553,818		(180,073	)		7,373,745

~~The Company~~Recent ~~evaluated~~Accounting ~~its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following:~~Pronouncements

●In AtDecember ~~June~~2023, 30the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, ~~2025~~“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 ~~Company~~income ~~had~~or ~~working~~loss ~~capital~~from ~~surplus~~continuing ofoperations ~~$12~~before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal,~~383~~ state,~~132~~ 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 ~~During~~October 2023, the ~~six~~FASB ~~months~~issued ~~ended~~ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s 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 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, ~~2025~~2027, if the ~~Company~~SEC has ~~refinanced~~not aremoved ~~portion~~the ofrequirements ~~its~~by ~~outstanding~~that ~~debts~~date. toThe ~~one~~Company ~~lender~~is ~~with~~currently ~~favorable~~evaluating ~~terms~~the ~~(see~~impact ~~Note~~this ~~11)~~update will have on its Consolidated Financial Statements.

~~● During the six months ended June 30, 2025, the Company had net income of $2,349,501.~~13

●Note ~~The~~3 ~~Company~~– ~~has~~Income ~~the option of publicly selling its common stock to raise additional capital.~~Taxes

● The Company ~~has~~utilizes FASB ASC 740, “Income Taxes,” which requires the ~~option~~recognition of ~~selling~~deferred ~~any~~tax assets and liabilities for the expected future tax consequences of ~~its~~events that ~~brands~~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 ~~raise~~the ~~additional~~periods ~~capital~~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.

~~Management~~Deferred income taxes arise from temporary differences ~~concluded~~resulting ~~that~~from ~~above~~income ~~factors~~and ~~alleviate~~expense ~~doubts~~items ~~about~~reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the ~~Company’s~~classification ~~ability~~of assets and liabilities to ~~generate~~which ~~enough~~they ~~cash~~relate. Deferred taxes arising from temporary ~~operations~~differences ~~and~~that ~~other~~are ~~available sources~~not related to ~~satisfy~~an ~~its~~asset ~~obligations~~or ~~for~~liability ~~the~~are ~~next~~classified ~~twelve~~as ~~months~~current ~~from~~or noncurrent depending on the ~~issuance~~periods ~~date~~in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions.

13For 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 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).

The Company ~~will~~has ~~take~~not ~~the~~filed ~~following~~its ~~actions~~State if& itLocal Income/Franchise ~~starts~~tax toreturns ~~trend~~in ~~unfavorably~~states toit ~~its~~is ~~internal~~required ~~profitability~~to ~~and cash flow projections~~file, ~~in order~~as tosuch ~~mitigate~~returns ~~conditions~~and orliability ~~events~~remain ~~that~~open. ~~would~~The ~~raise~~Company ~~substantial~~does ~~doubt~~not ~~about~~expect this ~~its ability~~ to ~~continue~~be as a ~~going~~significant ~~concern:~~liability.

●The ~~Raise~~Company ~~additional~~had ~~capital~~tax ~~through~~expense ~~line~~of $167,540 and $114,272 for the nine months ended September 30, 2025 and 2024, respectively. The Company had tax benefit of ~~credit~~$11,107 and~~/or~~ ~~loans~~$192,299 ~~financing~~for the three months ended September 30, 2025 and 2024, respectively. The Company’s provision for ~~future~~tax ~~mergers~~expense amount, computed by applying the statutory federal income tax rate of 21% in 2025 and ~~acquisitions~~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 ~~Implement~~Company ~~restructuring~~also has net operating loss carryforwards of approximately $48,800,000 and ~~cost~~approximately ~~reductions~~$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. However, due to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the NOLs and thus Management has determined a 100% valuation allowance is required. Further, the Company has not completed an evaluation of the NOLs attributable to Breakthrough Products, Inc. at the date of this report.

●Note ~~Raise~~4 ~~additional~~– ~~capital~~Accounts ~~through an additional capital raise.~~Receivable

~~Correction~~ Accounts receivable, net of ~~Prior~~allowances ~~Period~~for ~~Immaterial~~doubtful accounts, ~~Errors~~consisted of the following:

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 subsidiary. 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.

	September 30, 2025		December 31, 2024
Trade accounts receivable	$	6,812,649	$	5,321,037
Other receivables		2,182,755		1,999,637
Less allowances		-		-
Total accounts receivable, net	$	8,995,404	$	7,320,674

~~In evaluating~~During ~~whether~~ the ~~previously~~three ~~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~~nine ~~Corrections,~~months ~~SEC~~ended ~~Staff~~September ~~Accounting Bulletin (“SAB”) Topic 1.M~~30, ~~Assessing~~ ~~Materiality~~2025 and ~~SAB Topic 1.N~~2024, ~~Considering~~ the ~~Effects~~Company ofcharged ~~Prior Year~~$0 ~~Misstatements~~to ~~when~~bad ~~Quantifying~~debt ~~Misstatements in Current Year Financial Statements, and concluded that the effect of the errors on prior period annual financial statements was immaterial~~expense. The ~~guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year~~Company’s ~~financial~~accounts ~~statements,~~receivables ~~must~~fluctuate bedue ~~corrected~~to byincreasing ~~adjusting prior year financial~~or ~~statements,~~decreasing ~~even~~shipments ~~though such correction previously was~~ and ~~continues~~promotions tothat beit ~~immaterial~~runs towith ~~the~~its ~~prior-year~~customers. ~~financial~~The ~~statements.~~Company ~~Correcting prior-year~~records ~~financial~~an ~~statements~~allowance for ~~such~~doubtful ~~immaterial~~accounts ~~misstatements~~when ~~does~~it ~~not~~becomes more ~~require~~likely ~~previously~~than ~~filed~~not ~~reports~~that toan beaccount ~~amended~~is uncollectible.

~~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.~~14

~~Earnings Per~~Note ~~Share~~5 ~~for~~– ~~the~~Prepaid ~~six months ended June 30, 2024:~~Expenses

	As Previously
	Reported		Corrections			As Adjusted
Earnings per share	$	0.16	$	0.01		$	0.17
Weighted average common shares outstanding		7,553,818		(180,073	)		7,373,745

At September 30, 2025 and December 31, 2024, prepaid expenses consisted of the following:

Earnings Per Share for the three months ended June 30, 2024:

	September 30, 2025		December 31, 2024
Advances for inventory	$	1,605,289	$	605,913
Insurance		49,426		2,879
Deposits		14,000		14,000
Prepaid consulting fees, related party		933,303		296,981
Rent, related party		116,909		15,985
Advertising and promotions*		930,283		869,920
Conferences		47,105		15,000
Professional fees		27,000		13,000
IT expenses		50,607		25,404
Accounting		27,500		-
Miscellaneous		50,889		481
Total	$	3,852,311	$	1,859,563

	As Previously
	Reported		Corrections			As Adjusted
Earnings per share	$	0.08	$	0.01		$	0.09
Weighted average common shares outstanding		7,553,818		(180,073	)		7,373,745

*	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.

~~Recent Accounting~~Note ~~Pronouncements~~ 6 – Concentration of Credit Risk

~~In December~~Cash 2023, the Financial Accounting Standards Board (“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)~~cash 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.equivalents

~~In October~~The ~~2023,~~Company ~~the~~maintains ~~FASB~~its ~~issued~~cash ~~ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update~~ and ~~Simplification~~cash ~~Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and~~equivalents ~~simplifications~~in tobanks ~~certain~~insured ~~disclosure and presentation requirements referred to FASB~~ by the ~~Securities~~Federal ~~and~~Deposit ~~Exchange~~Insurance ~~Commission~~Corporation (~~“SEC”~~FDIC)~~. The~~ ~~targeted~~in ~~amendments~~accounts ~~incorporate~~that 14at oftimes ~~the~~may 27be ~~disclosures~~in ~~referred~~excess byof the ~~SEC~~federally ~~into codification. Each amendment in ASU 2023-06 is~~insured ~~effective~~limit onof ~~either~~$250,000 ~~the~~per ~~date~~bank. onThe ~~which~~Company ~~the~~minimizes ~~SEC’s~~this ~~removal~~risk ofby ~~the~~placing ~~related~~its ~~disclosure~~cash ~~requirement~~deposits ~~from~~with ~~Regulation~~major ~~S-X~~financial orinstitutions. ~~Regulation S-K~~At ~~becomes effective~~September 30, or2025 onand ~~June~~December 3031, ~~2027~~2024, if the ~~SEC~~uninsured ~~has~~balances ~~not~~amounted ~~removed~~to ~~the~~$821,953 ~~requirements~~and by$503,215 ~~that date~~respectively. ~~The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.~~

14Accounts receivable

~~Note~~As of September 30, 2025 and December 31, 2024, 3three –and ~~Income~~one ~~Taxes~~ customers accounted for 86% and 74%, respectively, of the Company’s trade accounts receivable.

~~The Company~~Major 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.customers

~~Deferred income~~For ~~taxes~~the ~~arise~~nine ~~from~~months ~~temporary~~ended ~~differences~~September ~~resulting~~30, ~~from~~2025, three ~~income~~customers ~~and~~accounted ~~expense items reported~~ for ~~financial~~approximately ~~accounting~~80% ~~and~~of ~~tax~~the ~~purposes in~~Company’s ~~different~~net ~~periods~~revenue. ~~Deferred~~For ~~taxes~~the ~~are~~nine ~~classified~~months asended ~~current~~September or30, ~~non-current~~2024, ~~depending~~two customers onaccounted ~~the~~for ~~classification~~approximately 69% of ~~assets~~the ~~and~~Company’s ~~liabilities to~~net ~~which~~revenue. ~~they~~For ~~relate.~~the ~~Deferred~~three ~~taxes~~months ~~arising~~ended ~~from~~September ~~temporary~~30, ~~differences~~2025, ~~that~~two ~~are~~customers accounted ~~not~~for ~~related~~approximately to81% anof ~~asset~~the orCompany’s ~~liability~~net ~~are~~revenue. ~~classified as~~For ~~current~~the orthree ~~noncurrent~~months ~~depending~~ended onSeptember ~~the~~30, ~~periods~~2024, inthree ~~which~~customers ~~the~~accounted for ~~temporary~~approximately ~~differences~~78% ~~are~~of ~~expected~~the toCompany’s ~~reverse~~net revenue. ~~The~~Substantially all of the Company’s ~~does~~business ~~not~~is ~~have any~~with ~~uncertain~~companies ~~tax~~in ~~positions~~the United States.

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 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).15

~~The Company~~Accounts has not filed its State & Local Income/Franchise tax returns in states it is required to file, as such returns and liability remain open. The Company does not expect this to be a significant liability. payable

~~The~~As ~~Company had tax expense~~ of ~~$178,647~~September ~~and $306,571 for the six months ended June~~ 30, 2025 and ~~2024,~~December ~~respectively. The Company had tax expense of $190~~31,~~107~~ ~~and $179~~2024,~~382 for the three months~~ ~~ended~~two ~~June 30, 2025~~ and ~~2024,~~four ~~respectively.~~vendors ~~The~~accounted ~~Company’s provision~~ for ~~tax expense amount, computed by applying the statutory federal income tax rate of 21~~58% ~~in 2025~~ and ~~2024 to income before taxes~~69%, ~~differs from the effective tax rate~~respectively, ~~due primarily to state income taxes and permanent items (plus utilization~~ of ~~NOL~~the ~~carryforwards~~Company’s inaccounts ~~2023)~~payable.

~~The~~Major Company also has net operating loss carryforwards of approximately $48,700,000 and approximately $50,800,000 (United States, Canada and Australia) included in the deferred tax assets for June 30, 2025 and December 31, 2024, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc. However, due to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the NOLs and thus Management has determined a 100% valuation allowance is required. Further, the Company has not completed an evaluation of the NOLs attributable to Breakthrough Products, Inc. at the date of this report.suppliers

~~Note~~For the nine months ended September 30, 2025, 4two –suppliers ~~Accounts~~accounted ~~Receivable~~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 approximately 56% 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.

~~Accounts receivable,~~Note ~~net~~7 of– ~~allowances for doubtful accounts, consisted of the following:~~Inventory

	June 30, 2025		December 31, 2024
Trade accounts receivable	$	7,069,889	$	5,321,037
Other receivables		2,025,094		1,999,637
Less allowances		-		-
Total accounts receivable, net	$	9,094,983	$	7,320,674

Inventory consists of finished goods, components and raw materials. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

~~During the~~The ~~three~~carrying ~~and~~value ~~six~~of ~~months~~inventory ~~ended~~consisted ~~June~~of ~~30, 2025 and 2024,~~ the ~~Company charged $0 to bad debt expense.~~ following:

	September 30, 2025		December 31, 2024
Finished goods	$	2,018,281	$	1,578,561
Components		82,685		92,991
Raw materials		45,000		45,000
Total inventory	$	2,145,966	$	1,716,552

~~Note~~During the nine months ended September 30, 2025 5and –2024, ~~Prepaid~~the ~~Expenses~~Company had no inventory write-offs.

~~At June~~Note ~~30,~~8 ~~2025~~– ~~and~~Intangible ~~December 31, 2024, prepaid expenses consisted of the following:~~Assets

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Advances for inventory	$	260,572		$	605,913
License Fee	$	450,000		$	450,000
Insurance		36,429			2,879
Less accumulated amortization		(266,667	)		(166,667	)
Deposits		14,000			14,000
Intangible assets, net	$	183,333		$	283,333
Prepaid consulting fees, related party		695,587			296,981
Rent, related party		105,757			15,985
Advertising and promotions*		859,920			869,920
Conferences		9,500			15,000
Professional fees		41,000			13,000
IT expenses		33,479			25,404
Miscellaneous		7,850			481
Total	$	2,064,094		$	1,859,563

*Amortization ~~During~~for both the ~~year~~nine months ended ~~December 31~~September 30, ~~2024,~~2025 ~~the~~and ~~Company~~2024 ~~bartered~~was ~~inventory worth~~ $~~859~~100,~~920 for media credits to be used at the Company’s discretion~~000.

~~Note 6~~The –estimated ~~Concentration~~aggregate amortization expense over each of ~~Credit~~the ~~Risk~~next five years is as follows:

Cash and cash equivalents

2025 (remaining)	$	33,333
2026		133,333
2027		16,667

~~The Company~~Note ~~maintains~~9 ~~its~~– ~~cash~~Related ~~and~~Party cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At June 30, 2025 and December 31, 2024, the uninsured balances amounted to $1,286,994 and $503,215 respectively.Transactions

~~Accounts~~The Company paid consulting fees through September ~~receivable~~2025 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 note. 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.

~~As of~~The ~~June~~Company ~~30,~~paid rent through September 2025 ~~and~~to a ~~December~~company ~~31,~~owned ~~2024~~by Mr. Jack Ross, ~~two~~Chief ~~and~~Executive ~~one~~Officer ~~customers~~of ~~accounted~~the Company. The Company expensed $90,000 Canadian Dollars ($64,372 US Dollars) for ~~84%~~the ~~and~~nine ~~74%~~months ended September 30, ~~respectively~~2025, leaving a prepaid balance of ~~the~~$112,900 ~~Company’s~~Canadian ~~trade~~Dollars ~~accounts receivable~~($81,096 US Dollars).

~~Major customers~~16

~~For the~~The ~~six~~Company ~~months~~entered ~~ended~~into ~~June~~transactions ~~30,~~with ~~2025,~~a ~~three~~related party ~~customers~~controlled ~~accounted~~by ~~for approximately 80% of~~ the ~~Company’s~~CEO ~~net~~during ~~revenue~~prior years. ~~For~~The ~~the~~transactions ~~six~~were ~~months ended~~a ~~June~~pass ~~30,~~through ~~2024,~~and ~~two~~allocation ~~customers~~of ~~accounted~~expenses ~~for~~and ~~approximately~~reimbursements. As ~~70%~~ of ~~the~~September ~~Company’s~~30, ~~net~~2025 ~~revenue.~~and ~~For~~December 31, 2024 the ~~three~~Company ~~months~~was ~~ended~~owed ~~June 30~~$4,407,449 ~~2025~~and $4,375,059, ~~three~~respectively. ~~customers~~This ~~accounted~~loan ~~for~~has ~~approximately~~a ~~82%~~repayment date of ~~the~~December ~~Company’s~~31, ~~net revenue~~2025. ~~For~~If the ~~three~~loan ~~months~~is ~~ended~~not ~~June~~repaid 30by January 1, ~~2024~~2026, ~~two~~ ~~customers~~the ~~accounted~~borrower ~~for~~will ~~approximately~~pledge ~~72%~~the number of ~~the~~shares ~~Company~~of borrower’s stock ~~net~~with ~~revenue.~~a ~~Substantially~~market ~~all~~value ofequal to the ~~Company’s~~amount ~~business~~outstanding ~~is with~~on ~~companies~~the innote ~~the~~as ~~United~~security ~~States~~to be released upon payment of the note.

16The 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. The 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.

~~Accounts~~During June 2024, the Company entered into Sixth ~~payable~~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).

AsOn December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of ~~June~~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. As of both September 30, 2025 and December 31, 2024, ~~two~~the ~~and~~total ~~four~~outstanding ~~vendors~~balance ~~accounted~~was ~~for~~$123,584 ~~58%~~Canadian ~~and~~dollars. ~~69%~~In US Dollars, ~~respectively~~the total outstanding balance was $88,770 and $85,891 as of ~~the~~September ~~Company’s~~30, ~~accounts payable~~2025 and December 31, 2024, respectively.

~~Major~~The Company expensed royalty of $10,488 and $47,038 ~~suppliers~~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 and $2,753, respectively, in connection with a royalty distribution agreement.

~~For the~~Note ~~six~~10 ~~months~~– ~~ended~~Accounts ~~June~~Payable ~~30,~~and ~~2025,~~Accrued three suppliers accounted for approximately 47% of the Company’s purchases. For the six months ended June 30, 2024, one supplier accounted for approximately 21% of the Company’s purchases. For the three months ended June 30, 2025, one supplier accounted for approximately 39% of the Company’s purchases. For the three months ended June 30, 2024, one supplier accounted for approximately 13% of the Company’s purchases. Substantially all of the Company’s business is with suppliers in the United States.Liabilities

~~Note~~As of September 30, 2025 and December 31, 2024, 7accounts –payable ~~Inventory~~and accrued liabilities consisted of the following:

Inventory consists of finished goods, components and raw materials. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

	September 30, 2025		December 31, 2024
Accrued payroll	$	341,890	$	76,399
Legal fees		-		13,722
Commissions		31,169		450,208
Manufacturers		923,871		409,744
Promotions		139,830		2,570,126
Accounting fees		-		210,386
Freight		194,252		149,549
Royalties, shareholder		89,483		88,644
Warehousing		584,712		261,046
Sales taxes		58,106		67,488
Payroll taxes		565,494		700,797
Professional fees		46,272		26,200
Insurance		-		12,118
Interest		186,378		-
Lender fees		350,000		-
Others		62,048		155,441
Total	$	3,573,505	$	5,191,868

The Company has estimated and accrued for its ~~carrying~~sales ~~value~~tax ofliability ~~inventory~~at ~~consisted~~$2,568 ofand $3,703 for the ~~following:~~parent entity as of September 30, 2025 and December 31, 2024, respectively.

	June 30, 2025		December 31, 2024
Finished goods	$	2,213,770	$	1,578,561
Components		105,388		92,991
Raw materials		45,000		45,000
Total inventory	$	2,364,158	$	1,716,552

~~During the~~Note ~~six~~11 ~~months~~– ~~ended~~Notes ~~June 30, 2025 and 2024, the Company had no inventory write-offs.~~ Payable

~~Note~~The Company’s notes payable at September 830, –2025 ~~Intangible~~and ~~Assets~~December 31, 2024 are as follows:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
License Fee	$	450,000		$	450,000
$10,000,000 August 9, 2017 Loan	$	-		$	12,333,052
Less accumulated amortization		(233,333	)		(166,667	)
$2,000,000 and $6,000,000 Notes		9,794,165			9,794,165
Intangible assets, net	$	216,667		$	283,333
$5,450,000 December 28, 2023 Loan		-			2,802,445
$3,020,824 March 27, 2024 Loan		-			2,302,824
Other		-			317,292
$2,268,000 February 2025 Loan		-			-
$17,500,000 May 2025 Loan		17,500,000			-
		27,294,165			27,549,778
Unamortized debt issuance cost and debt discount		(2,180,988	)		(34,432	)
Total		25,113,177			27,515,346
Current portion, shareholder		-			(4,000,000	)
Current portion, other		-			(7,725,272	)
Long-term portion, shareholder		-			8,333,053
Long-term portion, other	$	25,113,177		$	7,457,022

~~Amortization for the six months ended June 30, 2025 and 2024 was~~ $6610,~~666~~000,000 ~~and~~August ~~$66~~9,~~667,~~ ~~respectively.~~2017 Loan:

~~The~~On August 9, 2017, the Company entered into a ~~estimated~~Second ~~aggregate~~Amendment ~~amortization~~to ~~expense~~Loan ~~over~~Agreement ~~each~~(“Second ofAmendment”) ~~the~~with ~~next~~Knight, ~~five~~pursuant ~~years~~to iswhich asKnight ~~follows:~~agreed to loan the Company an additional $10 million.

2025 (remaining)	$	66,667
2026		133,333
2027		16,667

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.

~~Note~~During June 2024, the Company entered into Sixth 9Amended –Agreement ~~Related~~with ~~Party~~Knight ~~Transactions~~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~~On ~~Company~~May ~~paid~~29, ~~consulting fees through June~~ 2025 ~~to a company owned by Mr. Jack Ross~~, ~~Chief Executive Officer of~~ the Company. ~~The~~satisfied ~~Company expensed~~ $~~0 during the three and six months ended June 30~~12, ~~2025 and 2024 as consulting fees. The Company advanced $398~~713,~~606 and $326,683 in prepaid consulting fees during the six~~858 ~~months~~through ~~ended~~a ~~June~~combination ~~30, 2025 and 2024, respectively. The prepaid balance as~~ of ~~June~~(i) ~~30,~~a ~~2025 and December 31, 2024 was~~ $~~695~~10,~~587 and $296~~000,~~981, respectively.~~000 ~~During~~cash ~~the six months ended June 30~~repayment, ~~2025~~(ii) ~~and~~an ~~2024,~~early ~~the~~payment ~~Company~~discount ~~was~~of ~~advanced~~ $~~135,000 and $~~1,~~400~~213,~~000,~~858 ~~respectively,~~and in(iii) ~~the form of~~ a ~~short-term~~conversion ~~note. During the six months ended June 30, 2025 the Company repaid the $135,000 advance. The balance owed as~~ of ~~both June 30, 2025 and December 31, 2024 was~~ $~~0. During the three months ended June 30~~1, ~~2025~~500, ~~the Company paid $53,720 in the manner of prepaid~~000 ~~rent~~into ~~for~~equity ~~one year. The Company expensed $4,477 during~~ (the ~~six~~“Equity ~~months ended June 30, 2025, leaving a prepaid balance of $49,243~~Conversion”).

~~The~~On June 11, 2025 (the “Initial Exercise Date”), the Company ~~paid~~issued ~~rent~~a ~~through~~pre-funded ~~June~~common ~~2025~~stock purchase warrant (the “Pre-Funded Warrant”) to apurchase ~~company~~up to 428,570 ~~owned~~shares byof ~~Mr.~~common ~~Jack~~stock ~~Ross~~(each a “Warrant Share”), ~~Chief~~to ~~Executive~~Knight, ~~Officer~~in connection with the Equity Conversion. The Pre-Funded Warrant expires upon the earlier of the ~~Company~~date the Pre-Funded Warrant is exercised in full, and June 11, 2026. The ~~Company~~aggregate ~~expensed~~exercise price of the Pre-Funded Warrant, except for a nominal exercise price of $600.00001 per Warrant Share,~~000~~ ~~Canadian~~was ~~Dollars~~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 $420.00001 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,~~587~~ USin ~~Dollars~~whole or in part, by means of a “cashless exercise.” Pursuant to Section 2(f) ~~for~~of the Pre-Funded Warrant, the Pre-Funded Warrant will be automatically exercised via “cashless exercise” upon the ~~six~~earlier ~~months~~of ~~ended~~(i) June 3011, ~~2025~~2026, ~~leaving~~or a(ii) ~~prepaid~~the ~~balance~~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 $77899,~~100~~993 ~~Canadian~~resulting ~~Dollars~~in (a gain to the Company of $531,~~514~~813,865 USupon ~~Dollars)~~settlement of this loan.

17As 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.

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 June 30, 2025 and December 31, 2024 the Company was owed $42,~~427~~000,~~883~~000 ~~and~~February $410,~~375,059,~~ ~~respectively.~~2022 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.Loan:

~~The Company~~On ~~entered~~February ~~into~~10, ~~a transaction with a related party controlled by the CEO during the year ended December 31~~2022, ~~2023. The transaction was in~~ the ~~form~~Company ofentered into a ~~short-term~~promissory ~~loan.~~note ~~The~~for ~~Company received~~ $102,000,000 ~~Canadian~~with ~~dollars~~an ~~(US~~individual ~~Dollars~~which ~~$7,561). This amount~~ was ~~owed~~ to ~~the related~~be ~~party as of December 31, 2023 and was~~ repaid ~~during~~with ~~February~~subsequent ~~2024~~financing.

~~During~~Subsequently ~~June~~and ~~2024,~~pursuant to the ~~Company~~modification agreement entered into ~~Sixth~~on ~~Amended~~June ~~Agreement with Knight Therapeutics Inc.~~14th, ~~a shareholder~~2023, toeffective ~~modify~~September ~~prior Agreements. This modification consolidated outstanding loans and extended the maturity dates of the loans to March 31~~9, ~~2026. The Company recognized interest expense of $623~~2022,~~355~~ ~~and $1,117,459 during~~ the ~~six~~ ~~month~~promissory ~~periods~~loan ~~ended~~would ~~June~~bear ~~30,~~all ~~2025~~the ~~and~~same ~~2024,~~characteristics as ~~respectively.~~the ~~The~~additional ~~Company recognized interest expense of~~ $~~253~~6,~~363 and $703~~000,~~301 during the~~000 ~~three~~loan ~~month~~noted ~~periods ended June 30, 2025 and 2024, respectively~~below. ~~During May and June 2025, the Company repaid the balance on this amended agreement (see Note 11).~~

On December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSfactor in Canada. In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved through a direct sales channel and 5% of gross sales for sales achieved through retail sales. The minimum due to Knight under this agreement is $100,000 Canadian dollars. As of both June 30, 2025 and December 31, 2024, the total outstanding balance was $123,584 Canadian dollars. In US Dollars, the total outstanding balance was $90,587 and $85,891 as of June 30, 2025 and December 31, 2024, respectively.18

~~The Company expensed royalty of~~ $76,~~788 and $41~~000,~~277~~000 ~~for~~March ~~the six months ended June 30~~8, ~~2025~~2022 and 2024, respectively. The Company expensed royalty of $3,239 and $18,799 for the three months ended June 30, 2025 and 2024, respectively. At June 30, 2025 and December 31, 2024, the Company owed Knight Therapeutics $2,368 and $2,753, respectively, in connection with a royalty distribution agreement.Loans:

~~Note~~On 10March 8, 2022, the Company entered into Securities –Purchase ~~Accounts~~Agreements ~~Payable~~with debenture holders for the Senior Subordinated Debentures in the amount of $6,000,000 with an original maturity date of September 8, 2022 and ~~Accrued~~warrants ~~Liabilities~~with a term of 3 years. The Senior Subordinated Debentures were modified on June 14, 2023 in conjunction with the promissory note.

~~As of~~On ~~June~~March 3031, ~~2025~~2024, ~~and~~the ~~December~~Company ~~31,~~entered ~~2024,~~into ~~accounts~~a Modification ~~payable~~Agreement ~~and~~in ~~accrued~~relation ~~liabilities~~to ~~consisted~~this ofloan, which consolidated it with the ~~following:~~$2,000,000 February 10, 2022 loan above.

	June 30, 2025		December 31, 2024
Accrued payroll	$	195,889	$	76,399
Legal fees		214,829		13,722
Commissions		-		450,208
Manufacturers		1,635,113		409,744
Promotions		823,174		2,570,126
Accounting fees		80,000		210,386
Freight		154,659		149,549
Royalties, shareholder		92,955		88,644
Warehousing		514,872		261,046
Sales taxes		2,878		67,488
Payroll taxes		542,442		700,797
Professional fees		52,600		26,200
Insurance		-		12,118
Interest		186,047		-
Lender fees		375,000		-
Others		89,873		155,441
Total	$	4,960,331	$	5,191,868

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 Loan). 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.

~~The Company~~“Interest ~~has~~Payment ~~estimated~~Conditions” ~~and~~means with ~~accrued~~respect ~~for~~to ~~its~~any ~~sales~~payment ~~tax~~of ~~liability~~interest aton ~~$3,424~~any ~~and~~Sanders $3Note,~~703~~ ~~for~~ the ~~parent~~satisfaction ~~entity as~~ of ~~June~~the ~~30,~~following ~~2025 and December 31, 2024, respectively.~~conditions:

18(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;

~~Note 11~~(b) –Liquidity ~~Notes~~(prior ~~Payable~~to and after giving effect to such payment) shall not be less than $2,000,000;

~~The Company’s~~(c) ~~notes~~the ~~payable~~Fixed atCharge ~~June~~Coverage ~~30,~~Ratio ~~2025~~of the Borrower and ~~December~~its 31Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment (and, ~~2024~~for ~~are~~the asavoidance ~~follows:~~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; and

	June 30, 2025			December 31, 2024
$10,000,000 August 9, 2017 Loan	$	-		$	12,333,052
$2,000,000 and $6,000,000 Notes		9,794,165			9,794,165
$5,450,000 December 28, 2023 Loan		-			2,802,445
$3,020,824 March 27, 2024 Loan		1,400,000			2,302,824
Other		-			317,292
$2,268,000 February 2025 Loan		567,000			-
$17,500,000 May 2025 Loan		17,500,000			-
		29,261,165			27,549,778
Unamortized debt issuance cost and debt discount		(2,387,309	)		(34,432	)
Total		26,873,856			27,515,346
Current portion, shareholder		-			(4,000,000	)
Current portion, other		(1,894,857	)		(7,725,272	)
Long-term portion, shareholder		-			8,333,053
Long-term portion, other	$	24,978,999		$	7,457,022

(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.

~~$10,000,000~~“Principal Payment Conditions” means ~~August~~with 9respect to any payment or prepayment of principal on any Sanders Note, ~~2017~~the ~~Loan~~satisfaction of the following conditions:

~~On August~~(a) 9,as ~~2017,~~of the ~~Company~~date ~~entered~~of ~~into~~any asuch ~~Second~~principal ~~Amendment~~payment toand ~~Loan~~immediately ~~Agreement~~after ~~(“Second~~giving ~~Amendment”)~~effect ~~with Knight~~thereto, ~~pursuant to~~no ~~which~~Default ~~Knight~~or ~~agreed~~Event toof ~~loan~~Default ~~the~~has ~~Company~~occurred anand ~~additional~~is ~~$10 million.~~continuing;

~~The Company~~(b) ~~recognized~~Liquidity ~~interest~~(prior ~~expense~~to ~~of $253,363~~ and ~~$703,301~~after ~~for~~giving ~~the~~effect ~~three~~to ~~months~~such ~~ended~~payment) ~~June~~shall ~~30,~~not ~~2025~~be ~~and~~less ~~2024,~~than ~~respectively. The Company recognized interest expense of~~ $~~623~~4,~~355 and $1~~000,~~117,459 during the six months ended June 30, 2025 and 2024, respectively.~~000;

~~During~~(c) ~~June~~the ~~2024,~~Fixed Charge Coverage Ratio of the ~~Company~~Borrower ~~entered~~and ~~into~~its ~~Sixth Amended~~Subsidiaries ~~Agreement~~for ~~with~~the ~~Knight~~period ~~Therapeutics~~of ~~Inc.,~~12 afiscal ~~shareholder,~~months toof ~~modify~~the ~~prior~~Borrower ~~Agreements.~~and ~~This~~its ~~modification~~Subsidiaries ~~consolidated~~most ~~outstanding loans~~recently ended prior to such payment (and, ~~extended~~for the ~~maturity~~avoidance ~~dates~~ of ~~the~~doubt, ~~loans~~without giving effect to ~~March~~such 31payment for purposes of determining Consolidated Net Interest Expense), ~~2026~~shall be not less than 1.20 to 1.00;

On(d) ~~May~~the ~~29,~~Consolidated ~~2025,~~Senior Net Leverage Ratio of the ~~Company~~Borrower ~~satisfied~~and ~~$12,713,858 through~~its aSubsidiaries ~~combination~~as of ~~(i)~~the aend ~~$10,000,000~~of ~~cash~~such ~~repayment,~~fiscal ~~(ii)~~quarter anof ~~early~~the ~~payment~~Borrower ~~discount~~ending ofon ~~$1,213,858~~or ~~and~~most ~~(iii)~~recently apreceding ~~conversion~~the date of ~~$1,500,000 into~~such ~~equity~~payment ~~(the~~or ~~“Equity~~prepayment ~~Conversion”)~~was less than 2.75 to 1.00;

~~On June 11, 2025~~ (~~the “Initial Exercise Date”~~e), ~~the~~such ~~Company~~payment ~~issued~~or aprepayment ~~pre-funded~~is ~~common~~made ~~stock~~using ~~purchase~~only ~~warrant~~Net ~~(the~~Cash ~~“Pre-Funded~~Proceeds ~~Warrant”) to purchase up to 428,570 shares~~ of ~~common~~an ~~stock (each a “Warrant Share”), to Knight, in connection with the~~ Equity ~~Conversion.~~Issuance ~~The~~which ~~Pre-Funded~~are ~~Warrant expires~~not 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~~applied byas ~~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~~mandatory ~~exercise.”~~prepayment ~~Pursuant~~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~~5(ac)(2v) ~~of the~~in ~~Securities Act for transactions by~~ an ~~issuer~~amount not ~~involving a public offering~~ to ~~issue~~exceed ~~the~~fifty ~~Pre-Funded~~percent ~~Warrant.~~(50%) ~~The Company valued 428,570 pre-funded warrants at $899,993 resulting in a gain to the Company~~ of ~~$1,813,865~~such ~~upon~~Net ~~settlement~~Cash ofProceeds; ~~this loan.~~and

~~As of~~(f) ~~June~~the ~~30,~~Administrative ~~2025~~Agent ~~and~~shall ~~December~~have ~~31,~~received ~~2024~~a ~~the~~certificate ~~total~~of ~~consolidated~~an ~~amount~~Authorized ~~outstanding~~Officer onof ~~these~~the ~~loans,~~Borrower ~~including~~certifying ~~accrued~~as ~~interest~~to ~~and~~compliance ~~royalties was~~with $0the preceding clauses and ~~$12,333,052,~~demonstrating ~~respectively~~(in reasonable detail) the calculation required thereby.

$2On April 28,~~000~~ 2025,~~000~~ the Company entered into Assignment, ~~February~~Assumption and Release Agreement with the holder to release Jack Ross (CEO of the Company) from the obligation to personally grant warrants struck at $0.01 penny per share, covering 10% of his stock to the lender for non-payment of principal amount plus loan renegotiation fees by December 31, ~~2022~~2024. ~~Loan:~~The Company issued 441,178 shares valued at $847,062 to the lender for releasing Jack Ross (CEO) from this obligation.

~~On February 10, 2022, the Company entered into a promissory note for $2,000,000 with an individual which was to be repaid with subsequent financing.~~19

~~Subsequently and pursuant to the modification agreement entered into on June 14th, 2023, effective September 9, 2022, the promissory loan would bear all the same characteristics as the additional~~ $65,~~000~~450,000 ~~loan~~December ~~noted~~28, ~~below.~~2023 Loan:

19On 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 $62,622,201 and $2,000,000 ~~March~~, 8respectively toward this loan. During June 2025, ~~2022~~the ~~Loans~~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.

~~On March~~The 8,outstanding ~~2022,~~loan ~~the~~balance ~~Company~~at ~~entered~~September ~~into~~30, 2025 ~~Securities~~and ~~Purchase~~December ~~Agreements~~31, ~~with~~2024 ~~debenture~~was ~~holders~~$0 ~~for~~and ~~the Senior Subordinated Debentures in the amount of~~ $62,~~000~~802,~~000 with an original maturity date of September 8~~445, ~~2022 and warrants with a term of 3 years~~respectively. ~~The Senior Subordinated Debentures were modified on June 14, 2023 in conjunction with the promissory note.~~

~~On March 31~~$3, ~~2024~~020,824 ~~the~~March ~~Company entered into a Modification Agreement in relation to this loan~~27, ~~which~~2024 ~~consolidated it with the $2,000,000 February 10, 2022 loan above.~~Loan:

On ~~May~~March 3027, ~~2025~~2024, the Company entered into a ~~Subordination Agreement~~ inconfidential ~~relation~~settlement toagreement ~~this loan, whereby this loan becomes subordinated debt to the senior lender ($17,500,000 May~~ and ~~June~~mutual ~~2025~~general ~~Loan). This~~release ~~loan~~with ~~may~~a ~~only be repaid based on certain conditions which must be met before payment can be made~~supplier. ~~There is no maturity date on this loan.~~

~~“Interest~~During ~~Payment~~2025 ~~Conditions”~~and ~~means~~2024, the Company made payments ~~with~~of ~~respect~~$2,160,412 and $700,000 toward this loan. During June 2025, the supplier agreed to ~~any~~a ~~payment~~Payoff ofLetter ~~interest~~re: onSettlement ~~any~~Agreement, ~~Sanders~~resulting in ~~Note~~a lesser prepay amount, resulting in a gain to the ~~satisfaction~~Company of ~~the~~$160,412. ~~following~~The ~~conditions:~~outstanding loan balance at September 30, 2025 and December 31, 2024 was $0 and $2,320,824, respectively.

~~(a)~~$418,100 asMay ~~of the date of any such interest payment and immediately after giving effect thereto~~1, no2024 ~~Default or Event of Default has occurred and is continuing;~~Loan:

~~(b)~~On ~~Liquidity~~May ~~(prior~~1, to2024, ~~and~~the ~~after~~Company ~~giving~~entered ~~effect~~into a loan toagreement ~~such~~of ~~payment)~~$418,100 ~~shall~~with ~~not~~Shopify beCapital ~~less~~Inc. ~~than~~for an advancement of working capital from its online processing account. The Company received $2370,000 from Shopify Capital Inc. and $48,~~000;~~100 was an original issue discount. The loan bears a repayment rate of 25% of daily sales.

~~(c)~~The ~~the~~Company ~~Fixed~~recognized ~~Charge~~amortization ~~Coverage Ratio~~ of ~~the Borrower~~original ~~and~~issue ~~its~~discount ~~Subsidiaries for the period~~ of 12$32,297 ~~fiscal months of the Borrower~~ and ~~its~~$11,991 ~~Subsidiaries~~which ~~most~~is ~~recently~~included ~~ended~~in ~~prior~~interest toexpense ~~such~~in ~~payment (and, for~~ the ~~avoidance~~statement of ~~doubt,~~income ~~without~~during ~~giving~~the ~~effect~~nine tomonths ~~such~~ended ~~payment~~September 30, ~~for~~2025 ~~purposes~~and ~~of determining Consolidated Net Interest Expense)~~2024, ~~shall~~ ~~be not less than 1~~respectively.~~20 to 1.00; and~~

~~(d)~~The ~~the~~outstanding ~~Administrative~~loan ~~Agent~~balance ~~shall~~at ~~have~~September ~~received~~30, a2025 ~~certificate~~and ofDecember an31, ~~Authorized~~2024 ~~Officer~~was of$0 ~~the Borrower certifying as to compliance with the preceding clauses~~ and ~~demonstrating~~$280,732, ~~(in reasonable detail) the calculation required thereby~~respectively.

~~“Principal~~$118,650 ~~Payment~~May ~~Conditions” means with respect to any payment or prepayment of principal on any Sanders Note~~22, ~~the satisfaction of the following conditions~~2024 Loan:

(On May 22, 2024, the Company entered into a) asloan agreement of ~~the~~$118,650 with ~~date~~Shopify Capital Inc. for an advancement of ~~any~~working ~~such~~capital ~~principal~~from ~~payment~~its online ~~and~~processing ~~immediately~~account. ~~after~~The ~~giving~~Company ~~effect~~received ~~thereto~~$105,000 from noShopify ~~Default~~Capital orInc. ~~Event~~and of$13,650 was ~~Default~~an ~~has~~original ~~occurred~~issue ~~and~~discount. isThe loan ~~continuing;~~bears a repayment rate of 25% of daily sales.

~~(b)~~The ~~Liquidity~~payment ~~(prior~~of tosuch amounts is secured by a security interest in certain assets, undertakings and ~~after~~property ~~giving~~pursuant ~~effect~~ to ~~such~~the ~~payment)~~Security ~~shall~~Agreement, ~~not~~which will be ~~less~~released upon ~~than~~receipt of total payments of $4118,~~000,000;~~650.

~~(c)~~The ~~the~~Company ~~Fixed~~recognized amortization ~~Charge~~of ~~Coverage~~original ~~Ratio~~issue discount of ~~the~~$2,135 ~~Borrower~~ and ~~its~~$6,293, ~~Subsidiaries~~which ~~for~~is ~~the~~included ~~period~~in ofinterest 12expense ~~fiscal~~in ~~months of~~ the ~~Borrower~~statement ~~and~~of ~~its~~income ~~Subsidiaries~~during the ~~most~~nine ~~recently~~months ended ~~prior~~September to30, ~~such~~2025 ~~payment (~~and 2024, ~~for~~respectively. ~~the~~The ~~avoidance~~outstanding ofloan ~~doubt,~~balance ~~without~~at ~~giving~~September ~~effect~~30, to2025 ~~such~~and ~~payment~~December ~~for~~31, ~~purposes~~2024 was of$0 ~~determining~~and ~~Consolidated~~$16,425, ~~Net~~net ~~Interest~~of ~~Expense), shall~~unamortized beoriginal ~~not~~issue ~~less~~discount ~~than~~of ~~1.20~~$2,135, ~~to 1~~respectively.~~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;20

~~(e)~~$800,000 ~~such payment or prepayment is made using only~~December ~~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~~2024 ~~amount not to exceed fifty percent (50%) of such Net Cash Proceeds; and~~Loan:

~~(f)~~On ~~the~~December ~~Administrative~~5, ~~Agent~~2024, the ~~shall~~Company ~~have~~entered ~~received~~ into a ~~certificate~~cash advance agreement of an$800,000 with ~~Authorized~~Cedar ~~Officer~~Advance LLC for an advancement of ~~the~~working ~~Borrower~~capital. ~~certifying~~The Company received $760,000 and recorded $40,000 as tointerest ~~compliance~~expense. The loan bears a repayment rate of $41,100 per week. In conjunction with the ~~preceding~~advance, ~~clauses~~the ~~and~~Company ~~demonstrating~~issued 18,000 shares ~~(in~~of ~~reasonable detail)~~common stock to the ~~calculation~~consultant ~~required~~who ~~thereby~~facilitated the facility and thus recognized $97,920 as interest expense.

OnThe ~~April 28, 2025, the~~ Company ~~entered into Assignment,~~recognized ~~Assumption~~total ~~and~~interest ~~Release~~expense ~~Agreement with the holder to release Jack Ross (CEO~~ of ~~the Company) from the obligation to personally grant warrants struck at~~ $~~0.01 penny per share~~136,000 during ~~covering 10% of his stock to~~ the ~~lender~~year ~~for~~ended ~~non-payment of principal amount plus loan renegotiation fees by~~ December 31, 2024. The ~~Company~~outstanding ~~issued~~loan ~~441,178~~balance ~~shares valued~~ at ~~$847~~December 31,~~062~~ to2024 ~~the lender for releasing Jack Ross (CEO) from this obligation~~was $0.

20 $2,268,000 February 2025 Loan:

On January 29, 2025, the Company entered into a cash advance agreement of $52,~~450~~268,000 with Cedar Advance LLC for an advancement of working capital. The Company received $1,496,250 and ~~December~~recorded 28$771,750 as ~~2023~~original ~~Loan:~~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.

~~On December~~The ~~28, 2023, the~~ Company ~~entered~~recognized ~~into~~total ainterest ~~confidential~~expense of ~~settlement~~$72,143 ~~agreement~~ and ~~mutual~~$889,398 ~~general~~and ~~release~~during ~~with~~the athree ~~former supplier. The loan bears interest at 5% per annum~~ and isnine ~~payable~~months inended ~~full~~September ~~with~~30, ~~the~~2025, ~~last payment~~respectively. ~~This~~The ~~settlement~~outstanding ~~resulted~~loan inbalance aat ~~gain to the Company of~~September $230,~~235,986~~ ~~and~~2025 iswas ~~reflected as a reduction of cost of sales (See Note 13)~~$0.

~~During 2025 and 2024, the Company made payments of~~ $217,~~622~~500,~~201 and $2,~~000~~,000, respectively~~ ~~toward~~May ~~this loan. During June~~ 2025, ~~the supplier agreed to a Payoff Letter re~~Loan: ~~Settlement Agreement, resulting in a lesser prepay amount resulting in a gain to the Company of $180,245.~~

~~The~~On May 30, 2025, Synergy CHC Corp. (the “Company”) ~~outstanding~~entered into a term loan ~~balance~~credit atagreement ~~June~~(the ~~30,~~“Credit ~~2025~~Agreement”) ~~and~~with ~~December~~ACP 31Agency, ~~2024~~LLC ~~was~~(“ACP”). The Credit Agreement consists of a $15.0 million term loan (the “Term Loan”), up to $2.5 million in a committed delayed draw facility (the “Delayed Draw Facility”), and up to $2.5 million in an uncommitted term loan incremental facility (the “Incremental Facility”),~~802~~ which facilities are secured by all of the assets of the Company and certain of its subsidiaries; including,~~445~~ without limitation, ~~respectively~~a pledge of the Company’s equity interests in its subsidiaries and their respective rights to intellectual property. Further, the obligations of the Company under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries. The proceeds of the Term Loan are to be used to repay existing indebtedness of the Company, pay related fees and transaction costs, and provide working capital to the Company. The proceeds of the Delayed Draw Facility are to be used to pay off all indebtedness owed by the Company pursuant to certain settlement agreements. All capitalized words used but not defined herein have the meanings assigned in the Credit Agreement.

$The Credit Agreement has customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and similar covenants and contains customary events of default. The Credit Agreement also contains covenants requiring the Company and its subsidiaries to maintain a maximum (x) consolidated senior net leverage ratio of (i) 3.25:1.00 for the quarter ending September 30,~~020~~ 2025,~~824~~ (ii) 3.25:1.00 for the quarter ending December 31, 2025, (iii) 3.00:1.00 for the quarter ending March 2731, ~~2024~~2026, ~~Loan~~(iv) 2.75:1.00 for the quarter ending June 30, 2026, (v) 2.75:1.00 for the quarter ending September 30, 2026, and (vi) 2.50:1.00 for the quarter ending December 31, 2026 and each fiscal quarter ended thereafter and (y) a fixed charge coverage ratio of 1.20 for the quarter ending September 30, 2025 and each fiscal quarter ended thereafter.

~~On March 27, 2024, the Company entered into a confidential settlement agreement and mutual general release with a supplier.~~21

~~During 2025~~Of ~~and~~the ~~2024~~Term Loan, ~~the~~$175,000 ~~Company~~is ~~made~~subject ~~payments~~to repayment on each of ~~$760~~January 1,~~412~~ 2026, April 1, 2026, July 1, 2026 and October 1, 2026 and the remaining balance is to be repaid in the amount of $~~700~~350,000 ~~toward~~beginning ~~this~~January ~~loan~~1, 2027 and the first day of each quarter thereafter. ~~During~~The ~~June~~Term ~~2025,~~Loan ~~the~~bears ~~supplier~~interest ~~agreed~~at a rate equal to athe ~~Payoff~~Term ~~Letter~~SOFR ~~re:~~rate ~~Settlement~~plus ~~Agreement~~8.50%. The Delayed Draw Facility and Incremental Facility, ~~resulting~~if inapplicable, shall bear interest following any advance of proceed thereunder, at a ~~lesser~~rate ~~prepay~~of ~~amount~~either (x) (i) Term SOFR rate plus (ii) 8.5%, ~~resulting~~or in(y) (i) a ~~gain~~reference rate equal to the ~~Company~~greater of ~~$160,412~~(a) 6.0% ~~The~~per ~~outstanding loan~~annum, ~~balance~~(b) atthe ~~June~~federal ~~30,~~funds ~~2025~~rate ~~and~~plus ~~December~~0.50% 31per annum, ~~2024~~(c) ~~was~~the $Term SOFR rate plus 1% per annum,~~400,000~~ and ~~$2,320,824,~~(d) ~~respectively.~~the ~~This~~rate ~~was~~last ~~subsequently~~quoted by ~~repaid~~The Wall Street Journal as the “Prime Rate” in ~~full~~the United States, plus (ii) 7.50%.

The Company isreceived ~~required~~$15,000,000 in May 2025 on the initial draw and $2,500,000 in June 2025 on a delayed draw. The proceeds of the loan were used to ~~make~~pay ~~future~~out ~~payments~~existing debt. The Company recorded $2,385,954 as ~~follows:~~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.

~~2025~~The $note 1bears interest at Term SOFR rate,~~400~~ plus 8.5%,~~000~~ currently 12.78% per annum, and matures on May 30, 2029.

The Company recognized interest expense of $~~418~~579,~~100~~647 ~~May~~and 1$765,694 ~~2024~~during ~~Loan:~~the three and nine months ended September 30, 2025, respectively.

~~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.~~ The Company ~~received~~is ~~$370,000~~required ~~from~~to ~~Shopify~~make ~~Capital~~future ~~Inc. and $48,100 was an original issue discount. The~~payments ~~loan~~as ~~bears a repayment rate of 25% of daily sales.~~follows:

The Company recognized amortization of original issue discount of $21,989 and $32,297 which is included in interest expense in the statement of income during the three and six months ended June 30, 2025, respectively.

2025	$	-
2026	$	700,000
2027	$	1,400,000
2028	$	1,400,000
2029	$	14,000,000

~~The outstanding~~Note ~~loan~~12 ~~balance~~– atStockholders’ ~~June 30, 2025 and December 31, 2024 was $0 and $280,732, respectively.~~ Deficit

~~$118,650~~The total number of shares of all classes of capital ~~May~~stock 22which the Company is authorized to issue is 300,000,000 ~~2024~~shares ~~Loan:~~of common stock with $0.00001 par value.

~~On May~~During ~~22,~~2025 and 2024, the Company ~~entered into a loan agreement of $118,650~~issued ~~with Shopify Capital Inc. for an advancement of working capital~~30,360 ~~from~~and ~~its online processing account. The Company received $105~~18,000 ~~from~~shares, ~~Shopify Capital Inc. and $13~~respectively,~~650 was~~ anto ~~original~~a ~~issue discount.~~consultant ~~The~~who ~~loan~~facilitated ~~bears~~ a ~~repayment~~cash ~~rate~~advance ~~of 25%~~facility of(Note ~~daily sales~~11).

~~The payment~~During of2025, ~~such~~the ~~amounts~~Company isissued ~~secured~~428,570 bypre-funded warrants to a ~~security~~Knight ~~interest~~as ina ~~certain~~partial ~~assets,~~settlement ~~undertakings~~of ~~and~~debt. ~~property~~These ~~pursuant~~warrants towere ~~the~~fully ~~Security~~exercised ~~Agreement, which~~during ~~will~~the benine ~~released~~months ~~upon~~ended ~~receipt~~September ~~of total payments of $118~~30,~~650~~ 2025.

~~The Company~~During ~~recognized amortization of original issue discount of $2~~2025,~~135~~ ~~and $1,464, which is included in interest expense in~~ the ~~statement of~~Company ~~income~~issued ~~during the six months ended June 30~~441,178 ~~2025~~shares valued ~~and~~at ~~2024~~$847,062 ~~respectively.~~in ~~The~~conjunction ~~outstanding~~with ~~loan~~an ~~balance at June 30~~assignment, ~~2025~~assumption and ~~December 31,~~release ~~2024~~agreement ~~was~~with $0a ~~and~~note ~~$16,425,~~holder ~~net~~(see ofNote ~~unamortized original issue discount of $2,135, respectively~~11).

21During 2025, the Company issued 60,000 shares valued at $127,200 to a consultant.

~~$800~~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, ~~December~~between 5the Company and Bancroft Capital, ~~2024~~LLC, ~~Loan:~~as representative of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 262,500 additional shares of Common Stock to cover over-allotments in connection with the Offering at the public offering price, less underwriting discounts and commissions.

~~On December~~Gross 5,proceeds ~~2024,~~of the ~~Company~~offering ~~entered~~were ~~into a cash advance agreement of~~ $~~800~~4,375,000 ~~with~~, before ~~Cedar~~deducting ~~Advance~~underwriting ~~LLC~~discounts ~~for~~and ancommissions ~~advancement~~ of ~~working capital.~~seven ~~The~~percent ~~Company~~(7%) ~~received~~of ~~$760,000 and~~the ~~recorded~~gross ~~$40,000 as~~proceeds ~~interest~~and ~~expense~~estimated offering expenses. The Company ~~loan~~used ~~bears~~the anet ~~repayment~~proceeds ~~rate~~from ~~of $41,100 per week. In conjunction with~~ the ~~advance,~~Offering ~~the~~for ~~Company~~working ~~issued 18,000 shares~~capital ofand ~~common~~other ~~stock~~general tocorporate ~~the~~purposes. ~~consultant~~Net ~~who~~proceeds ~~facilitated~~from the offering ~~facility~~were ~~and thus recognized~~ $973,~~920 as interest expense~~880,642.

~~The~~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 ~~recognized~~determined ~~total~~the ~~interest~~fair ~~expense~~value of the warrants of $~~136~~51,~~000~~ 465 during the ~~year~~nine months ended September ~~December~~30, 312025 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of the Company’s common stock of $2.09, ~~2024~~risk-free interest rates of 3.59-3.69%, ~~The~~volatility ~~outstanding~~of ~~loan~~60-70%, ~~balance~~expected atterm ~~December~~of ~~31,~~3-5 ~~2024~~years ~~was~~and $dividend yield of 0%.

$2During 2025,~~268~~ 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 ~~February~~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 ~~Loan:~~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%.

~~On January~~As 29of September 30, 2025, ~~the~~and ~~Company~~December ~~entered into a cash advance agreement of $2~~31,~~268,000 with~~ ~~Cedar Advance LLC for an advancement of working~~2024, ~~capital.~~there ~~The Company received $1~~were 11,~~496~~431,~~250~~926 and ~~recorded $771~~8,~~750 as original issue discount. The loan bears a repayment rate of $81~~721,~~000~~818 ~~per~~shares ~~week with a total payment of $2~~issued,~~268,000.~~ ~~In conjunction with the advance~~respectively, ~~the Company issued~~and 3011,~~360~~251,853 ~~shares of common stock to the consultant who facilitated the facility~~ and ~~thus recognized $117,648~~ as8,541,745 ~~financing~~shares ~~cost~~outstanding, respectively.

The Company recognized total interest expense of $422,857 and $817,255 and during the three and six months ended June 30, 2025, respectively. The outstanding loan balance at June 30, 2025 was $494,857, net of unamortized debt discount and financing costs of $72,143.22

~~$17,500,000 May~~Note ~~2025~~13 ~~Loan:~~– Commitments and Contingencies

On May 30, 2025, Synergy CHC Corp. (the “Company”) entered into a term loan credit agreement (the “Credit Agreement”) with ACP Agency, LLC (“ACP”). The Credit Agreement consists of a $15.0 million term loan (the “Term Loan”), up to $2.5 million in a committed delayed draw facility (the “Delayed Draw Facility”), and up to $2.5 million in an uncommitted term loan incremental facility (the “Incremental Facility”), which facilities are secured by all of the assets of the Company and certain of its subsidiaries; including, without limitation, a pledge of the Company’s equity interests in its subsidiaries and their respective rights to intellectual property. Further, the obligations of the Company under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries. The proceeds of the Term Loan are to be used to repay existing indebtedness of the Company, pay related fees and transaction costs, and provide working capital to the Company. The proceeds of the Delayed Draw Facility are to be used to pay off all indebtedness owed by the Company pursuant to certain settlement agreements. All capitalized words used but not defined herein have the meanings assigned in the Credit Agreement.Litigation:

~~The~~From ~~Credit~~time ~~Agreement~~to ~~has~~time customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and similar covenants and contains customary events of default. The Credit Agreement also contains covenants requiring the Company ~~and~~may ~~its subsidiaries~~become ~~to maintain~~ a ~~maximum~~party to ~~(x)~~litigation ~~consolidated~~in ~~senior~~the ~~net~~normal ~~leverage~~course ~~ratio~~ of ~~(i) 3~~business.~~25:1.00~~ ~~for~~Management ~~the~~believes ~~quarter~~that ~~ending~~there ~~September~~are ~~30,~~no ~~2025, (ii)~~current ~~3.25:1.00~~legal ~~for~~matters ~~the~~that ~~quarter~~would ~~ending~~have ~~December~~a ~~31, 2025, (iii) 3.00:1.00 for the quarter ending March 31, 2026, (iv) 2.75:1.00 for the~~material ~~quarter~~effect ~~ending~~on ~~June 30, 2026, (v) 2.75:1.00 for~~ the ~~quarter~~Company’s ~~ending~~financial ~~September~~position ~~30,~~or ~~2026,~~results ~~and (vi) 2.50:1.00 for the quarter ending December 31, 2026 and each fiscal quarter ended thereafter and (y) a fixed charge coverage ratio~~ of 1operations.~~20 for the quarter ending September 30, 2025 and each fiscal quarter ended thereafter.~~

22Note 14 – Stock Options and Warrants

OfThe ~~the~~following ~~Term~~table ~~Loan,~~summarizes ~~$175,000~~the isoptions ~~subject to repayment~~outstanding, onoption ~~each~~exercisability ~~of January 1, 2026, April 1, 2026, July 1, 2026~~ and ~~October 1, 2026 and~~ the ~~remaining~~related ~~balance~~prices isfor ~~to be repaid in~~ the ~~amount~~shares of ~~$350,000~~ ~~beginning January 1, 2027 and~~ the ~~first~~Company’s ~~day~~common ofstock ~~each~~issued ~~quarter thereafter. The Term Loan bears interest at a rate equal~~ to ~~the~~employees ~~Term SOFR rate plus 8.50%. The Delayed Draw Facility~~ and ~~Incremental~~consultants ~~Facility, if applicable, shall bear interest following any advance of~~under ~~proceed thereunder, at~~ a ~~rate~~stock ofoption ~~either~~plan ~~(x)~~at ~~(i)~~September ~~Term SOFR rate plus (ii) 8.5%~~30, or (y) (i) a reference rate equal to the greater of (a) 6.0% per annum, (b) the federal funds rate plus 0.50% per annum, (c) the Term SOFR rate plus 1% per annum, and (d) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States, plus (ii) 7.50%.2025:

The Company received $15,000,000 in May 2025 on the initial draw and $2,500,000 in June 2025 on a delayed draw. The proceeds of the loan were used to pay out existing debt. The Company recorded $2,355,914 as original debt discount. The Company recognized $40,748 as amortization during the period. The unamortized balance amounts to $2,315,166 at June 30, 2025.

		Options Outstanding						Options Exercisable
Exercise Prices ($)		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable		Weighted Average Exercise Price ($)
$	2.38-7.74		1,452,102		4.14	$	3.03		252,102	$	6.15

The ~~note~~ ~~bears~~stock ~~interest~~option atactivity ~~Term~~for ~~SOFR~~the ~~rate,~~nine ~~plus~~months ended ~~8.5%,~~September ~~currently 12.83% per annum~~30, ~~and~~2025 ~~matures~~is onas ~~May 30, 2029.~~follows:

The Company recognized interest expense of $186,047 during the three months ended June 30, 2025.

	Options		Weighted Average Exercise Price
Outstanding at December 31, 2024		252,102	$	6.15
Granted		1,200,000		2.38
Exercised		-		-
Expired or canceled		-		-
Outstanding at September 30, 2025		1,452,102	$	3.03
Exercisable at September 30, 2025		252,102	$	6.15

~~The~~Stock-based compensation expense related to vested ~~Company~~options was $19,941 during the three and nine months ended September 30, 2025 and is ~~required~~recognized toutilizing ~~make~~the ~~future~~straight-line ~~payments~~method. Stock options outstanding as ~~follows:~~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.

2025	$	-
2026	$	700,000
2027	$	1,400,000
2028	$	1,400,000
2029	$	14,000,000

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:

Note 12 – Stockholders’ Deficit

		Warrants Outstanding						Warrants Exercisable
Exercise Price ($)		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable		Weighted Average Exercise Price ($)
$	2.75-11.70		156,000		3.60	$	8.69		103,500	$	11.70

~~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.~~23

~~During 2025~~The ~~and~~warrant ~~2024~~activity for the ~~Company~~nine ~~issued 30,360~~months ~~and~~ended September 1830,~~000 shares,~~ ~~respectively,~~2025 tois aas ~~consultant who facilitated a cash advance facility (Note 11).~~follows:

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 six months ended June 30, 2025.

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2024		103,500		$	11.70
Granted		481,070			0.30
Exercised		(428,570	)		(0.00001	)
Expired or canceled		-			-
Outstanding at September 30, 2025		156,000		$	8.69
Exercisable at September 30, 2025		103,500		$	11.70

~~During~~Stock ~~2025,~~warrants ~~the~~outstanding ~~Company~~and ~~issued~~exercisable ~~441,178~~as of ~~shares~~September ~~valued at $847~~30,~~062~~ ~~in conjunction with an assignment~~2025, ~~assumption~~as ~~and~~disclosed ~~release~~in ~~agreement~~the ~~with~~above atable, ~~note~~have ~~holder~~an ~~(see~~intrinsic ~~Note~~value ~~11)~~of $0.

~~As of~~During June 302025, ~~2025~~the ~~and~~Company ~~December~~issued 31428,570 ~~2024,~~warrants valued ~~there~~at ~~were 9~~$899,~~621,926 and~~993 8to 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,~~721,818 shares~~ ~~issued~~risk-free interest rate of 4.30%, ~~respectively~~volatility of 97%, expected term of 0.1 years and ~~9,441,853 and 8,541,745 shares~~ ~~outstanding,~~dividend ~~respectively~~yield of 0%.

23Note 15 – Segments

~~Note~~Segment 13identification and selection is consistent –with ~~Commitments~~the management structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to evaluate performance and ~~Contingencies~~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. 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 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.

~~Litigation~~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:

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 Company’s financial position or results of operations.

	September 30, 2025		September 30, 2024
United States	$	7,077,648	$	6,408,173
Foreign countries		932,464		718,160
	$	8,010,112	$	7,126,333

~~Note 14~~Foreign –country ~~Stock~~sales ~~Options~~primarily ~~and~~consist ~~Warrants~~of sales in Canada.

The ~~following~~ ~~table~~Company’s ~~summarizes~~net ~~the~~sales ~~options~~by ~~outstanding,~~product ~~option exercisability and the related prices~~ group for the ~~shares~~three ofmonths ~~the~~ended ~~Company’s common~~September ~~stock~~30, ~~issued~~2025 ~~to employees~~ and ~~consultants~~2024 ~~under~~were aas ~~stock option plan at June 30, 2025~~follows:

				Options Outstanding								Options Exercisable
		September 30, 2025				September 30, 2024
Exercise Prices ($)				Number Outstanding				Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable		Weighted Average Exercise Price ($)
Nutraceuticals		$	8,010,112			$	7,126,333
$	2.98-7.74				252,102				0.46	$	6.15		252,102	$	6.15
License Revenue			-				-
		$	8,010,112			$	7,126,333

~~The stock option activity for the six months ended June 30, 2025 is as follows:~~24

	Options Outstanding		Weighted Average Exercise Price
Outstanding at December 31, 2024		252,102	$	6.15
Granted		-		-
Exercised		-		-
Expired or canceled		-		-
Outstanding at June 30, 2025		252,102	$	6.15

The Company’s net sales by major sales channel for the three months ended September 30, 2025 and 2024 were as follows:

Stock-based compensation expense related to vested options was $0 during both the six months ended June 30, 2025 and 2024. Stock options outstanding as of June 30, 2025, as disclosed in the above table, have an intrinsic value of $0.

	September 30, 2025		September 30, 2024
Online	$	2,210,175	$	1,374,610
Retail		5,799,937		5,751,723
	$	8,010,112	$	7,126,333

The ~~following~~Company’s ~~table~~significant ~~summarizes~~segment ~~the changes in warrants outstanding~~expenses ~~and the related prices~~ for the ~~shares~~three ofmonths ~~the~~ended ~~Company’s~~September ~~common~~30, ~~stock~~2025 ~~issued~~and at2024 ~~June~~were ~~30,~~as ~~2025~~follows:

				Warrants Outstanding								Warrants Exercisable
		September 30, 2025				September 30, 2024
Exercise Price ($)				Number Outstanding				Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable		Weighted Average Exercise Price ($)
Retailer promotions		$	1,155,811			$	948,611
$	11.70				103,500				3.57	$	11.70		103,500	$	11.70
Freight and fulfillment			396,692				302,642
Online marketing			751,503				211,438
Salaries and benefits, marketing			310,513				346,350
Other selling and marketing			115,248				455,367
IT expenses			149,003				141,517
Salaries and benefits, non-marketing			837,016				633,457
Professional fees			350,976				154,452
Travel			88,887				61,379
Other general and administrative expenses			211,824				451,011
Amortization			33,333				33,333
		$	4,400,806			$	3,739,557

24Net sales attributed to customers in the United States and foreign countries for the nine months ended September 30, 2025 and 2024 were as follows:

The warrant activity for the six months ended June 30, 2025 is as follows:

	September 30, 2025		September 30, 2024
United States	$	19,586,698	$	21,392,265
Foreign countries		4,728,944		3,170,771
	$	24,315,642	$	24,563,036

	Warrants Outstanding			Weighted Average Exercise Price
Outstanding at December 31, 2024		103,500		$	11.70
Granted		428,570			0.00001
Exercised		(428,570	)		(0.00001	)
Expired or canceled		-			-
Outstanding at June 30, 2025		103,500		$	11.70

Foreign country sales primarily consist of sales in Canada.

~~Stock warrants~~The ~~outstanding~~Company’s asnet ofsales ~~June~~by ~~30,~~product ~~2025,~~group for asthe ~~disclosed~~nine inmonths ~~the~~ended ~~above~~September ~~table~~30, ~~have~~2025 anand ~~intrinsic~~2024 ~~value~~were ofas ~~$0.~~follows:

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%.

	September 30, 2025		September 30, 2024
Nutraceuticals	$	21,415,642	$	24,563,036
License Revenue		2,900,000		-
	$	24,315,642	$	24,563,036

~~Note 15 – Segments~~ 25

~~Segment identification~~The ~~and selection is consistent with the management structure used by the~~ Company’s ~~chief~~net ~~executive~~sales ~~officer~~by ~~who~~major issales ~~the~~channel ~~Chief~~for ~~Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as~~ the ~~materiality of~~nine ~~financial~~months ~~results~~ended ~~consistent~~September ~~with that structure. Based on the Company’s management structure and method of internal reporting~~30, ~~the~~ ~~Company~~2025 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~~2024 ~~how~~were ~~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 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.follows:

Net sales attributed to customers in the United States and foreign countries for the three months ended June 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Online	$	7,046,459	$	5,782,303
Retail		14,369,183		18,780,733
License revenue		2,900,000		-
	$	24,315,642	$	24,563,036

	June 30, 2025		June 30, 2024
United States	$	7,954,326	$	6,705,486
Foreign countries		180,670		1,319,354
	$	8,134,996	$	8,024,840

The Company’s significant segment expenses for the nine months ended September 30, 2025 and 2024 were as follows:

Foreign country sales primarily consist of sales in Canada.

	September 30, 2025		September 30, 2024
Retailer promotions	$	3,255,879	$	3,679,918
Freight and fulfillment		1,290,876		1,400,921
Online marketing		2,615,324		2,061,447
Salaries and benefits, marketing		1,016,472		1,024,819
Other selling and marketing		489,698		982,198
IT expenses		453,187		437,416
Salaries and benefits, non-marketing		1,996,179		1,671,022
Professional fees		947,610		235,799
Travel		315,902		195,179
Other general and administrative expenses		750,867		909,591
Amortization		100,000		100,000
	$	13,231,994	$	12,698,310

~~The Company’s~~Long-lived assets (net) ~~sales~~attributable byto ~~product~~operations in ~~group~~the ~~for~~United ~~the~~States ~~three~~and ~~months~~foreign ~~ended~~countries ~~June~~as of September 30, 2025 and December 31, 2024 were as follows:

	June 30, 2025		June 30, 2024
	September 30, 2025		December 31, 2024
Nutraceuticals	$	6,734,996	$	8,024,840
United States	$	183,333	$	283,333
License Revenue		1,400,000		-
Foreign countries		-		-
	$	8183,~~134,996~~333	$	8283,~~024,840~~333

25Note 16 – Subsequent Events

~~The~~Management evaluated all activities of the Company through the issuance date of the Company’s ~~net~~unaudited ~~sales~~condensed byconsolidated ~~major~~financial ~~sales~~statements ~~channel~~and ~~for~~concluded ~~the~~that ~~three~~no ~~months~~subsequent ~~ended~~events ~~June~~have ~~30,~~occurred ~~2025~~that ~~and~~would ~~2024~~require ~~were~~adjustment asor ~~follows:~~disclosure into the unaudited condensed consolidated financial statements.

	June 30, 2025		June 30, 2024
Online	$	2,074,439	$	979,540
Retail		6,060,557		7,045,300
	$	8,134,996	$	8,024,840

~~The Company~~Item 2. Management’s ~~significant~~Discussion ~~segment~~and ~~expenses~~Analysis ~~for~~of ~~the~~Financial ~~three~~Condition ~~months ended June 30, 2025~~ and ~~2024~~Results ~~were~~of ~~as follows:~~Operations

	June 30, 2025		June 30, 2024
Retailer promotions	$	1,160,615	$	1,191,671
Freight and fulfillment		396,436		501,982
Online marketing		931,994		1,005,771
Salaries and benefits, marketing		377,785		283,631
Other selling and marketing		195,381		317,164
IT expenses		163,608		158,035
Salaries and benefits, non-marketing		591,170		440,970
Professional fees		432,866		(119,829	)
Travel		71,895		55,064
Other general and administrative expenses		259,786		124,565
Amortization		33,334		33,334
	$	4,614,870	$	3,992,358

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Synergy CHC Corp. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

~~Net sales~~Special ~~attributed~~Note toRegarding ~~customers~~Forward-Looking ~~in the United States and foreign countries for the six months ended June 30, 2025 and 2024 were as follows:~~Statements

	June 30, 2025		June 30, 2024
United States	$	15,409,050	$	14,984,092
Foreign countries		896,480		2,452,611
	$	16,305,530	$	17,436,703

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initial public offering filed with the SEC on October 23, 2024 (the “Prospectus”) and the “Risk Factors” section of this report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Foreign~~The following discussion and ~~country~~analysis ~~sales~~of ~~primarily~~our ~~consist~~financial condition and results of ~~sales~~operations should be read in ~~Canada~~conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~The Company’s net sales by product group for the six months ended June 30, 2025 and 2024 were as follows:~~Overview

	June 30, 2025		June 30, 2024
Nutraceuticals	$	13,405,530	$	17,436,703
License Revenue		2,900,000		-
	$	16,305,530	$	17,436,703

We are a provider of consumer health care, beauty, and lifestyle products. Our current brand portfolio consists of two core brands: FOCUSfactor, a clinically-tested brain health supplement (this study was performed independently and is not related to any FDA-approved Investigational New Drug application) that has been shown to improve memory, concentration and focus and Flat Tummy, a lifestyle brand that provides a suite of nutritional products to help women achieve their weight management goals.

26Our management’s discussion and analysis of our financial condition and results of operations are only based on our current business and should be read in conjunction with our unaudited interim condensed consolidated financial statements and audited consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report. Key factors affecting our results of operations include revenues, cost of revenue, operating expenses and income and taxation.

~~The Company’s net sales by major sales channel for the six months ended June 30, 2025 and 2024 were as follows:~~27

	June 30, 2025		June 30, 2024
Online	$	4,836,284	$	2,150,177
Retail		11,469,246		15,286,526
	$	16,305,530	$	17,436,703

Non-GAAP Financial Measures

~~The Company’s~~We ~~significant~~currently ~~segment~~focus ~~expenses~~on ~~for~~EBITDA to ~~the~~evaluate ~~six~~our ~~months~~business ~~ended~~relationships ~~June~~and ~~30,~~our ~~2025~~resulting operating performance and ~~2024~~financial ~~were~~position. EBITDA is defined as ~~follows:~~net income plus interest expense, income tax expense, depreciation and amortization.

	June 30, 2025		June 30, 2024
Retailer promotions	$	2,100,068	$	2,731,307
Freight and fulfillment		894,184		1,098,279
Online marketing		1,863,821		1,850,009
Salaries and benefits, marketing		705,959		678,469
Other selling and marketing		374,450		526,831
IT expenses		304,184		295,899
Salaries and benefits, non-marketing		1,159,163		1,037,565
Professional fees		596,634		81,347
Travel		227,015		133,800
Other general and administrative expenses		539,043		458,580
Amortization		66,667		66,667
	$	8,831,188	$	8,958,753

We believe that EBITDA, viewed in addition to, and not in lieu of, our reported results in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), provides useful information to investors.

Long-lived assets (net) attributable to operations in the United States and foreign countries as of June 30, 2025 and December 31, 2024 were as follows:

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
	(Unaudited)			(Unaudited)
Net income	$	125,327		$	783,593
Interest income		(385	)		(381	)
Interest expense		1,164,402			705,088
Income tax benefit		(11,107	)		(192,299	)
Depreciation and amortization		33,333			33,333
EBITDA	$	1,311,570		$	1,329,334

	June 30, 2025			December 31, 2024
	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
United States	$	216,667		$	283,333
	(Unaudited)			(Unaudited)
Foreign countries		-			-
Net income	$	2,474,827		$	2,019,309
	$	216,667		$	283,333
Interest income		(14,647	)		(1,142	)
Interest expense		4,367,487			2,560,596
Income tax expense		167,540			114,272
Depreciation and amortization		100,000			100,000
EBITDA	$	7,095,207		$	4,793,035

~~Note~~EBITDA is considered non-GAAP 16financial –measures. ~~Subsequent~~EBITDA ~~Events~~ represents earnings before interest, taxes, depreciation and amortization. Our definition of EBITDA might not be comparable to similarly titled measures reported by other companies.

~~Management evaluated~~Results ~~all activities~~ of ~~the~~Operations ~~Company~~for ~~through~~ the ~~issuance~~Three Months Ended ~~date~~September of30, ~~the~~2025 ~~Company’s unaudited condensed consolidated financial statements~~ and ~~concluded~~September ~~that except as noted below~~30, ~~no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial statements.~~2024

~~Subsequent~~During toboth ~~June~~the three months ended September 30, 2025 and 2024, ~~the~~we ~~Company~~focused ~~has~~on ~~repaid $1,400,000~~developing ofour ~~principal~~currently onowned ~~the~~brands ~~March~~into ~~27,~~new ~~2024~~markets ~~loan,~~and ~~$416,614~~by ofproduct ~~principal~~extensions. Our objective is to grow our two targeted verticals (Nutraceuticals and ~~$69,386~~Ready ofTo ~~interest~~Drinks on(RTDs)) ~~the~~to ~~February~~provide ~~2025~~a ~~loan,~~balanced ~~$92,942~~and ofsynergistic portfolio ~~interest~~that ondrives ~~the~~consumer ~~March~~demand 8,via ~~2022~~multiple ~~loan~~channels. ~~and~~Our ~~$379,371~~Nutraceuticals vertical consists of ~~interest~~FOCUSfactor, onincluding ~~the~~RTDs, ~~May~~and ~~2025~~Flat ~~loan~~Tummy consumables.

27Revenue

~~Item~~For the three months ended 2.September ~~Management’s~~30, ~~Discussion~~2025, ~~and~~we ~~Analysis~~had revenue of ~~Financial~~$8,010,112 ~~Condition~~from ~~and~~sales ~~Results~~of our products as compared to revenue of ~~Operations~~$7,126,333 for the three months ended September 30, 2024. The revenue is comprised of the following categories:

	September 30, 2025		September 30, 2024
Nutraceuticals	$	8,010,112	$	7,126,333
License Revenue		-		-
	$	8,010,112	$	7,126,333

~~Special Note Regarding Forward-Looking Statements~~28

~~This Quarterly~~We ~~Report~~had ~~includes~~an ~~“forward-looking~~increase statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in ~~this Form 10-Q including,~~Nutraceuticals ~~without~~revenue ~~limitation, statements~~ in ~~this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and~~ the ~~plans~~three months ~~and~~ended ~~objectives~~September ~~of management for future operations~~30, ~~are~~2025 ~~forward-looking statements. Words such~~ as ~~“anticipate,”~~compared “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to ~~identify~~the ~~such~~three months ~~forward-looking~~ended ~~statements.~~September ~~Such forward-looking statements relate to future events or future performance~~30, ~~but~~2024 ~~reflect~~due ~~management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results~~ to ~~differ~~a ~~materially from the events, performance and results discussed in the forward-looking~~packaging ~~statements.~~upgrade ~~For information identifying important factors~~ that ~~could~~occurred ~~cause actual results to differ materially from those anticipated~~ in ~~the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initial public offering filed with the SEC on October 23,~~ 2024 ~~(the~~which ~~“Prospectus”)~~delayed ~~and~~shipments ~~the~~that ~~“Risk~~did ~~Factors”~~not ~~section~~repeat ofin ~~this report~~2025. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~The following~~Cost ~~discussion and analysis~~ of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Revenue

~~Overview~~For the three months ended September 30, 2025, our cost of revenue was $2,329,296. Our cost of revenue for the three months ended September 30, 2024, was $2,335,901. The decrease in cost of sales was primarily due to product mix sold.

~~We are~~Gross a provider of consumer health care, beauty, and lifestyle products. Our current brand portfolio consists of two core brands: FOCUSfactor, a clinically-tested brain health supplement (this study was performed independently and is not related to any FDA-approved Investigational New Drug application) that has been shown to improve memory, concentration and focus and Flat Tummy, a lifestyle brand that provides a suite of nutritional products to help women achieve their weight management goals.Profit

~~Our management’s~~Gross ~~discussion~~profit ~~and~~was ~~analysis~~$5,680,816, or of71% ~~our financial condition and results~~ of ~~operations~~revenue, ~~are~~for ~~only~~the ~~based~~three months onended ~~our~~September ~~current~~30, ~~business and~~2025, ~~should~~as becompared ~~read~~to ingross ~~conjunction~~profit ~~with~~of ~~our~~$4,790,432, ~~unaudited~~or ~~interim~~67% ~~condensed~~of ~~consolidated~~revenue, ~~financial statements and audited consolidated financial~~for ~~statements~~the ~~and~~same ~~accompanying~~period ~~notes~~in ~~thereto~~2024, ~~included~~an ~~elsewhere~~increase inof ~~this~~$890,384, ~~Quarterly~~or ~~Report~~19%. ~~Key~~The ~~factors~~increase ~~affecting~~in ~~our~~gross ~~results~~profit ofis ~~operations include~~directly ~~revenues,~~related ~~cost~~to ofthe ~~revenue,~~product ~~operating~~mix ~~expenses and income and taxation~~sold.

28Operating Expenses

~~Non-GAAP Financial~~Selling ~~Measures~~and Marketing Expenses

~~We currently~~For ~~focus~~the onthree months ~~EBITDA~~ended September to30, ~~evaluate~~2025, our ~~business~~selling ~~relationships~~ and ~~our~~marketing ~~resulting~~expenses ~~operating~~were ~~performance~~$2,729,767 ~~and~~as ~~financial~~compared ~~position.~~to ~~EBITDA is~~$2,509,440 ~~defined~~for asthe ~~net~~three months ~~income~~ended ~~plus~~September 30, ~~interest expense~~2024, ~~income~~which ~~tax~~is ~~expense,~~an ~~depreciation~~immaterial ~~and amortization~~increase.

~~We believe~~General ~~that EBITDA, viewed in addition to,~~ and ~~not~~Administrative ~~in lieu of, our reported results in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), provides useful information to investors.~~Expenses

	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024
	(Unaudited)			(Unaudited)
Net income	$	1,473,237		$	655,186
Interest income		(379	)		(374	)
Interest expense		2,107,714			745,528
Income tax expense		190,107			179,382
Depreciation and amortization		33,334			33,334
EBITDA	$	3,804,013		$	1,613,056

For the three months ended September 30, 2025, our general and administrative expenses were $1,637,706. For the three months ended September 30, 2024, our general and administrative expenses were $1,196,784. The increase is primarily due to public market expenses.

	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
	(Unaudited)			(Unaudited)
Net income	$	2,349,501		$	1,235,716
Interest income		(14,261	)		(761	)
Interest expense		3,203,083			1,855,508
Income tax expense		178,647			306,571
Depreciation and amortization		66,667			66,667
EBITDA	$	5,783,637		$	3,463,701

Depreciation and Amortization Expenses

~~EBITDA is~~For ~~considered~~the ~~non-GAAP~~three months ~~financial~~ended September ~~measures. EBITDA represents earnings before interest~~30, ~~taxes~~2025, our depreciation and amortization. ~~Our~~expenses ~~definition of~~were ~~EBITDA~~$33,333 ~~might~~as ~~not~~compared ~~be comparable~~ to ~~similarly~~$33,333 ~~titled~~for ~~measures~~the ~~reported~~three months byended ~~other~~September 30, ~~companies~~2024.

~~Results of~~Other ~~Operations~~Income ~~for the Three Months Ended June 30, 2025~~ and ~~June 30, 2024~~Expenses

~~During both~~For the three months ended September ~~June~~ 30, 2025 and 2024, we ~~focused~~had onother ~~developing~~income ~~our currently owned brands into new markets~~ and ~~by product~~expense ~~extensions.~~items ~~Our~~as objective is to grow our two targeted verticals (Nutraceuticals and Ready To Drinks (RTDs)) to provide a balanced and synergistic portfolio that drives consumer demand via multiple channels. Our Nutraceuticals vertical consists of FOCUSfactor, including RTDs, and Flat Tummy consumables.follows:

Revenue

	Three months ended September 30, 2025			Three months ended September 30, 2024
Interest expense	$	1,164,402		$	705,088
Interest income		(385	)		(381	)
Other income		-			(252,405	)
Remeasurement loss on translation of foreign subsidiary		1,773			7,279
Total other (income) expense	$	1,165,790		$	459,581

For the three months ended September ~~June~~ 30, 2025, we had ~~revenue~~interest ofexpense ~~$6,734,996 from sales~~ of ~~our products and~~ $1,~~400~~164,~~000~~402 ~~from a license agreement,~~ as compared to ~~revenue~~ of $8705,~~024,840~~088 for the three months ended ~~June~~September 30, 2024. The ~~revenue~~increase is ~~comprised~~primarily due to the advance and the amortization of original debt discount on the ~~following~~new ~~categories:~~loan.

	June 30, 2025		June 30, 2024
Nutraceuticals	$	6,734,996	$	8,024,840
License Revenue		1,400,000		-
	$	8,134,996	$	8,024,840

29Net Income

WeFor ~~had a decrease in Nutraceuticals revenue in~~ the three months ended September ~~June~~ 30, 2025, our net income was $125,327 as compared to a net income of $783,593 for the three months ended ~~June~~September 30, 2024 due to aother ~~new~~income ~~product sell-~~in ~~to one customer in~~ 2024 ~~that did~~and ~~not~~higher ~~repeat~~expenses in 2025. ~~We also had revenue from a license agreement to expand into selected foreign territories.~~

~~Cost~~ Results of ~~Revenue~~Operations for the Nine Months Ended September 30, 2025 and September 30, 2024

~~For~~ During both the ~~three~~nine months ended ~~June~~September 30, 2025 and 2024, we focused on developing our ~~cost~~currently ofowned ~~revenue~~brands ~~was~~into ~~$1,896,391~~new markets and by product extensions. Our objective ~~cost~~is ofto ~~revenue~~grow ~~for~~our ~~the~~two ~~three months~~targeted ~~ended~~verticals ~~June~~(Nutraceuticals and RTDs) to provide a balanced and synergistic portfolio that drives ~~30,~~consumer ~~2024,~~demand ~~was~~via ~~$2,448,890~~multiple channels. ~~The~~Our ~~decrease~~Nutraceuticals invertical ~~cost~~consists of ~~sales~~FOCUSfactor, ~~was~~including ~~primarily~~RTDs, ~~due~~and toFlat ~~the~~Tummy ~~decrease in revenue~~consumables.

~~Gross Profit~~Revenue

~~Gross~~For ~~profit was $6,238,605, or 77% of revenue, for~~ the ~~three~~nine months ended September ~~June~~ 30, 2025, aswe ~~compared~~had torevenue ~~gross profit~~ of $521,~~575~~415,~~950,~~642 orfrom ~~69%~~sales of ~~revenue,~~our ~~for~~products ~~the~~and ~~same~~$2,900,000 ~~period~~from ina ~~2024~~license agreement, anas ~~increase~~compared to revenue of $~~662~~24,~~665~~563, or039 ~~12%.~~for ~~The~~the ~~increase~~nine months inended ~~gross~~September ~~profit~~30, is2024. ~~directly~~The ~~related~~revenue tois comprised of the ~~license~~following ~~revenue.~~categories:

Operating Expenses

	September 30, 2025		September 30, 2024
Nutraceuticals	$	21,415,642	$	24,563,039
License Revenue		2,900,000		-
	$	24,315,642	$	24,563,039

~~Selling~~We had a decrease in Nutraceuticals ~~and~~revenue ~~Marketing~~in ~~Expenses~~the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due to a new product sell-in to one customer in 2024 that did not repeat in 2025. We also had revenue from a license agreement to expand into selected foreign territories.

~~For the~~Cost ~~three months~~of ~~ended June 30, 2025, our selling and marketing expenses were $3,062,211 as compared to $3,055,186 for the three months ended June 30, 2024, which is an immaterial increase.~~Revenue

~~General~~For the nine months ended ~~and~~September ~~Administrative~~30, ~~Expenses~~2025, our cost of revenue was $6,232,201. Our cost of revenue for the nine months ended September 30, 2024, was $7,421,930. The decrease in cost of sales was primarily due to the decrease in product revenue.

~~For the~~Gross three months ended June 30, 2025, our general and administrative expenses were $1,519,325. For the three months ended June 30, 2024, our general and administrative expenses were $903,838. The increase is primarily due to public market expenses.Profit

~~Depreciation~~Gross profit was $18,083,441, ~~and~~or ~~Amortization~~74% ~~Expenses~~of revenue, for the nine months ended September 30, 2025, as compared to gross profit of $17,141,106, or 70% of revenue, for the same period in 2024, an increase of $942,335, or 5%. The increase in gross profit is related to the license revenue.

~~For~~Operating ~~the three months ended June 30, 2025, our depreciation and amortization expenses were $33,334 as compared to $33,334 for the three months ended June 30, 2024.~~Expenses

~~Other Income~~Selling and Marketing Expenses

For the ~~three~~nine months ended September ~~June~~ 30, 2025, our selling and marketing expenses were $8,668,249 as compared to $9,149,303 for the nine months ended September 30, 2024, wewhich ~~had~~is ~~other~~primarily ~~income~~due to lower revenue and ~~expense~~an ~~items~~improved asmanagement ~~follows:~~of promotions in 2025.

	Three months ended June 30, 2025			Three months ended June 30, 2024
Interest expense	$	2,107,714		$	745,528
Interest income		(379	)		(374	)
Gain on settlement of loans		(2,154,522	)		-
Remeasurement loss on translation of foreign subsidiary		7,578			3,870
Total other (income) expense	$	(39,609	)	$	749,024

General and Administrative Expenses

For the ~~three~~nine months ended September ~~June~~ 30, 2025, weour ~~had~~general ~~interest~~and ~~expense of~~administrative ~~$2,107,714~~expenses aswere ~~compared to~~ $~~745~~4,~~528~~463,745. ~~for~~For the ~~three~~ nine months ended ~~June~~September 30, 2024., ~~The~~our ~~increase~~general and isadministrative ~~primarily~~expenses ~~due~~were ~~to the advance~~$3,449,007. ~~shares issued~~The ~~related~~increase tois ~~the~~primarily ~~modification~~public ofmarket ~~notes payable and new May 2025 loan~~expenses.

~~Net Income~~Depreciation and Amortization Expenses

For the ~~three~~nine months ended September ~~June~~ 30, 2025, our ~~net~~depreciation ~~income~~and ~~was~~amortization expenses were $1100,~~473,237~~ 000 as compared to ~~a net income of~~ $~~655~~100,~~186~~000 for the ~~three~~nine months ended ~~June~~ September 30, 2024 ~~due to a gain on settlement of loans~~.

~~Results of~~Other ~~Operations~~Income ~~for the Six Months Ended June 30, 2025~~ and ~~June 30, 2024~~Expenses

~~During both~~For the ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024, we ~~focused~~had onother ~~developing~~income ~~our currently owned brands into new markets~~ and byexpense ~~product extensions.~~items ~~Our~~as objective is to grow our two targeted verticals (Nutraceuticals and Ready To Drinks (RTDs)) to provide a balanced and synergistic portfolio that drives consumer demand via multiple channels. Our Nutraceuticals vertical consists of FOCUSfactor, including RTDs, and Flat Tummy consumables.follows:

Revenue

	Nine months ended September 30, 2025			Nine months ended September 30, 2024

Interest expense	$	4,367,487		$	2,560,596
Interest income		(14,647	)		(1,142	)
Other income		-			(252,405	)
Gain on settlement of loans		(2,154,522	)		-
Remeasurement loss on translation of foreign subsidiary		10,762			2,166
Total other expense	$	2,209,080		$	2,309,215

For the ~~six~~ nine months ended ~~June~~ September 30, 2025, we had ~~revenue~~interest ofexpense ~~$13,405,530 from sales~~ of ~~our products and~~ $24,~~900~~367,~~000~~487 ~~from a license agreement,~~ as compared to ~~revenue of~~ $172,~~436~~560,~~703~~596 for the ~~six~~nine months ended ~~June~~ September 30, 2024. The ~~revenue~~ increase is ~~comprised~~primarily ofdue to an advance taken in 2025, shares issued related to the ~~following~~modification ~~categories:~~of notes payable and new May 2025 loan.

	June 30, 2025		June 30, 2024
Nutraceuticals	$	13,405,530	$	17,436,703
License Revenue		2,900,000		-
	$	16,305,530	$	17,436,703

Net Income

WeFor ~~had a decrease in Nutraceuticals revenue in~~ the ~~six~~nine months ended September ~~June~~ 30, 2025, asour ~~compared~~net toincome ~~the~~was ~~six months ended June 30~~$2,474,827 ~~2024~~as ~~due~~compared to a ~~new~~net ~~product~~income ~~sell-in to~~of ~~one~~$2,019,309 ~~customer~~for inthe ~~2024~~nine months ~~that~~ended ~~did~~September ~~not~~30, 2024 ~~repeat~~due into ~~2025. We also had revenue from~~ a ~~license~~gain ~~agreement~~on toloan ~~expand into selected foreign territories~~settlements.

~~Cost of~~Liquidity ~~Revenue~~and Capital Resources

For the six months ended June 30, 2025, our cost of revenue was $3,902,904. Our cost of revenue for the six months ended June 30, 2024, was $5,086,029. The decrease in cost of sales was primarily due to the decrease in revenue.Overview

~~Gross~~As of September 30, 2025, we ~~Profit~~had $1,006,489 cash on hand and restricted cash of $100,000 which is held for credit card collateral.

~~Gross profit~~Cash ~~was~~Flows ~~$12,402,626,~~from orOperating ~~76% of revenue, for the six~~Activities months ended June 30, 2025, as compared to gross profit of $12,350,674, or 71% of revenue, for the same period in 2024, an increase of $51,952, or 0.4%. The increase in gross profit is related to the license revenue.

~~Operating~~For the nine months ended ~~Expenses~~September 30, 2025, net cash used in operating activities was $3,209,149 compared to net cash used in operating activities of $1,377,479 for the nine months ended September 30, 2024. This increase in net cash used by operating activities for the nine months ended September 30, 2025 is detailed in the table below.

~~Selling and Marketing Expenses~~31

For the ~~six~~nine months ended September ~~June~~ 30, 2025, ~~our~~net ~~selling~~cash ~~and~~used ~~marketing~~in ~~expenses~~operating ~~were~~activities of $53,~~938~~209,~~482~~149 asconsisted ~~compared~~of toour ~~$6,639,863~~net ~~for~~income ~~the~~of ~~six months ended June 30~~$2, ~~2024~~474,827 ~~which~~adjusted ~~is primarily due to lower revenue and an improved management of promotions in 2025.~~by:

General and Administrative Expenses

Amortization of debt discount and debt issuance cost	1,128,795
Depreciation and amortization	100,000
Stock based compensation	19,941
Stock issued for modification of notes payable	847,062
Stock issued for services	127,200
Foreign currency transaction gain	5,655
Remeasurement loss on translation of foreign subsidiary	10,763
Gain on settlement of debt	(2,154,522	)
Accounts receivable	(1,491,612	)
Other receivables	(183,118	)
Loan receivable, related party	(32,390	)
Inventory	(429,414	)
Prepaid expenses	(1,255,502	)
Prepaid expense, related party	(737,246	)
Income taxes payable	11,786
Contract liabilities	(22,398	)
Accounts payable and accrued liabilities	(2,009,905	)
Accounts payable, shareholder	380,929

For the ~~six~~nine months ended September ~~June~~ 30, ~~2025~~2024, ~~our~~net ~~general~~cash ~~and~~used ~~administrative~~in ~~expenses~~operating ~~were~~activities of $21,~~826~~377,~~039.~~479 ~~For~~consisted ~~the~~of ~~six months ended June 30, 2024,~~ our ~~general~~net ~~and~~income ~~administrative~~of ~~expenses were~~ $2,~~252~~019,~~223.~~309 ~~The~~adjusted ~~increase is primarily public market expenses.~~by:

Amortization of debt discount and debt issuance cost	$	47,519
Depreciation and amortization		100,000
Stock based compensation expense		9,224
Foreign currency transaction loss		23,777
Remeasurement gain on translation of foreign subsidiary		2,166
Non cash implied interest		4,799
Accounts receivable		(1,965,936	)
Loan receivable, related party		21,269
Inventory		1,815,725
Prepaid expenses		(205,975	)
Prepaid expense, related party		(396,683	)
Income taxes payable		68,607
Contract liabilities		(12,102	)
Accounts payable and accrued liabilities		(3,011,384	)
Accounts payable, shareholder		102,206

~~Depreciation and Amortization Expenses~~32

~~For the~~Cash ~~six months~~Flows ~~ended~~from ~~June~~Investing ~~30, 2025, our depreciation and amortization expenses were $66,667 as compared to $66,667 for the six months ended June 30, 2024.~~Activities

~~Other~~For the nine months ended September ~~Income~~30, 2025 and ~~Expenses~~2024, we used net cash of $0 in investing activities.

~~For the~~Cash ~~six months~~Flows ~~ended~~from ~~June~~Financing ~~30, 2025 and 2024 we had other income and expense items as follows:~~Activities

	Six months ended June 30, 2025			Six months ended June 30, 2024
Interest expense	$	3,203,083		$	1,855,508
Interest income		(14,261	)		(761	)
Gain on settlement of loans		(2,154,522	)		-
Remeasurement loss (gain) on translation of foreign subsidiary		8,990			(5,113	)
Total other expense	$	1,043,290		$	1,849,634

For the nine months ended September 30, 2025, net cash provided by financing activities was $3,515,856 compared to net cash provided by financing activities of $895,972 for the nine months ended September 30, 2024. The increase was attributable to new loans.

~~For~~Financing ~~the~~activities ~~six months ended June 30, 2025, we had interest expense of~~during ~~$3,203,083 as compared to $1,855,508 for~~ the ~~six~~nine months ended ~~June~~September 30, ~~2024. The increase is primarily due to an advance taken in~~ 2025, ~~shares issued related to the modification of notes payable~~ and ~~new May 2025 loan.~~2024:

Net Income

	Nine months ended September 30, 2025			Nine months ended September 30, 2024
Proceeds from issuing common stock	$	3,880,462		$	-
Advances from related party		135,000			3,395,587
Repayment of notes payable, related party		(135,000	)		(157,425	)
Proceeds from notes payable		18,996,250			600,000
Payment of loan financing fees		(2,010,953	)		-
Repayment of notes payable, shareholder		(10,000,000	)		(84,500	)
Repayment of notes payable		(7,349,903	)		(2,857,690	)

~~For~~Key ~~the~~Near-Term six months ended June 30, 2025, our net income was $2,349,501 as compared to a net income of $1,235,716 for the six months ended June 30, 2024 due to lowering operating expenses and gain on loan settlements.Initiatives

~~Liquidity~~We intend to organically grow our current product lines by developing and ~~Capital~~launching ~~Resources~~new products and expanding into new markets. Specifically, for FOCUSfactor, we are working on increased distribution for our recently launched ready-to-drink beverage. Lastly, we intend to grow further through additional strategic acquisitions and we continue to evaluate opportunities and candidates that we believe fit well with our brand portfolio.

~~Overview~~Off-Balance Sheet Arrangements

AsDuring the nine months ofended ~~June~~September 30, 2025, ~~we had $1,458,561 cash on hand~~ and ~~restricted~~during ~~cash~~the year ofended ~~$100~~December 31,~~000~~ ~~which~~2024, iswe ~~held~~had ~~for~~no ~~credit~~off-balance ~~card~~sheet ~~collateral~~arrangements.

~~Cash Flows from Operating Activities~~ Inflation

~~For~~The ~~the~~effect ~~six months~~of ~~ended~~inflation on ~~June~~our ~~30, 2025, net cash used in~~ operating ~~activities~~results was ~~$899,731~~not ~~compared~~significant ~~to net cash used~~ in ~~operating activities of $1,140,005 for~~ the ~~six~~nine months ended ~~June~~September 30, ~~2024. This decrease in net cash used by operating activities for the six months ended June 30,~~ 2025 isor ~~detailed in the table below~~2024.

32Critical Accounting Estimates

~~For~~The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~six months~~reported ~~ended~~amount ~~June~~of ~~30,~~assets and ~~2025~~liabilities, ~~net~~the ~~cash~~disclosure ~~used~~of incontingent ~~operating activities~~assets and liabilities and the reported amounts of ~~$899~~revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies,~~731~~ ~~consisted~~which involve the use of estimates, judgments and assumptions that are significant to understanding our ~~net~~results, ~~income~~which ofare $described in Note 2~~,349,501~~ ~~adjusted~~to ~~by:~~our unaudited condensed consolidated financial statements appearing elsewhere in this report.

Amortization of debt discount and debt issuance cost	892,435
Depreciation and amortization	66,667
Stock issued for modification of notes payable	847,062
Foreign currency transaction gain	(9,068	)
Remeasurement loss on translation of foreign subsidiary	8,990
Gain on settlement of debt	(2,154,522	)
Accounts receivable	(1,748,852	)
Other receivables	(25,457	)
Loan receivable, related party	(52,824	)
Inventory	(647,606	)
Prepaid expenses	283,848
Prepaid expense, related party	(488,379	)
Income taxes payable	23,495
Contract liabilities	(19,365	)
Accounts payable and accrued liabilities	(610,770	)
Accounts payable, shareholder	385,114

Recent Accounting Pronouncements

~~For~~Note ~~the~~2 ~~six months~~to ~~ended~~our ~~June~~unaudited ~~30,~~condensed consolidated ~~2024,~~financial ~~net~~statements ~~cash~~appearing ~~used~~elsewhere in ~~operating activities~~this ofreport ~~$1,140,004~~includes ~~consisted~~Recent ofAccounting ~~our net income of $1,235,716 adjusted by:~~Pronouncements.

Depreciation and amortization	$	66,667
Stock based compensation expense		4,611
Foreign currency transaction loss		23,345
Remeasurement gain on translation of foreign subsidiary		(5,113	)
Non cash implied interest		4,799
Accounts receivable		(1,161,992	)
Loan receivable, related party		35,449
Inventory		1,805,950
Prepaid expenses		(276,818	)
Prepaid expense, related party		(326,682	)
Income taxes payable		262,374
Contract liabilities		(2,949	)
Accounts payable and accrued liabilities		(2,804,381	)
Accounts payable, shareholder		(980	)

33Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Cash~~As a smaller reporting company, ~~Flows~~we ~~from~~have ~~Investing~~elected ~~Activities~~not to provide the disclosure required by this item.

~~For the~~Item ~~six~~4. ~~months~~Controls ~~ended June 30, 2025~~ and ~~2024, we used net cash of $0 in investing activities.~~Procedures

~~Cash Flows~~Evaluation ~~from~~of ~~Financing~~Disclosure ~~Activities~~Controls and Procedures

~~For~~Management, under the ~~six months~~supervision and ~~ended~~with ~~June~~the 30participation of the Chief Executive Officer and Chief Financial Officer, ~~2025~~have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, ~~net~~processed, ~~cash~~summarized ~~provided~~and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by ~~financing~~a company in the reports that it files or submits under the Exchange Act is accumulated and ~~activities~~communicated ~~was~~to $1our management,~~632~~ including our principal executive and principal financial officers,~~433~~ ~~compared~~as appropriate to ~~net~~allow ~~cash~~timely ~~provided~~decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by ~~financing~~this ~~activities~~Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of ~~$407~~the Securities and Exchange Commission (the “Commission”),~~391~~ ~~for~~and (ii) the ~~six months~~Company’s ~~ended~~controls and ~~June~~procedures 30have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, ~~2024.~~as amended, is accumulated and communicated to the Company’s management, including ~~The~~its ~~increase~~principal ~~was~~executive ~~attributable~~and principal financial officers, or persons performing similar functions, as appropriate to ~~new~~allow ~~loans~~timely decisions regarding required disclosure.

~~Financing activities~~Changes ~~during~~in ~~the~~Internal ~~six months~~Control ~~ended~~Over ~~June 30, 2025 and 2024:~~Financial Reporting

	Six months ended June 30, 2025			Six months ended June 30, 2024
Advances from related party	$	135,000		$	1,509,226
Repayment of notes payable, related party		(135,000	)		(84,500	)
Proceeds from notes payable		18,996,250			600,000
Payment of loan financing fees		(1,980,914	)		-
Repayment of notes payable, shareholder		(10,000,000	)		-
Repayment of notes payable		(5,382,903	)		(1,617,335	)

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Key Near-Term Initiatives~~34

~~We intend~~PART toII—OTHER organically grow our current product lines by developing and launching new products and expanding into new markets. Specifically, for FOCUSfactor, we are working on increased distribution for our recently launched ready-to-drink beverage. Lastly, we intend to grow further through additional strategic acquisitions and we continue to evaluate opportunities and candidates that we believe fit well with our brand portfolio.INFORMATION

~~Off-Balance Sheet~~Item ~~Arrangements~~1. Legal Proceedings.

~~During~~We are not party to any material ~~the~~legal ~~six months~~proceedings. ~~ended~~From ~~June~~time 30to time, ~~2025~~we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and ~~during~~there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the ~~year~~ ~~ended~~outcome, ~~December 31~~such proceedings or claims can have an adverse impact on us, ~~2024~~which may be material because of defense and settlement costs, wediversion ~~had~~of noresources ~~off-balance~~and ~~sheet~~other ~~arrangements~~factors.

~~Inflation~~Item 1A. Risk Factors.

~~The~~As a smaller reporting company ~~effect~~under ofRule ~~inflation~~12b-2 onof ~~our~~the ~~operating~~Exchange ~~results~~Act, ~~was~~we are not ~~significant~~required to include risk factors in this Quarterly Report. However, as of the ~~six months~~date ~~ended~~of this ~~June~~Quarterly 30Report, ~~2025~~there have been no material changes with respect to those risk factors previously disclosed in the “Risk Factors” section of the Prospectus. Any of these factors could result in a significant or ~~2024~~material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Critical Accounting~~Item ~~Estimates~~2. Unregistered Sales of Equity Securities and Use of Proceeds

~~The preparation~~(a) ofIssuance ~~financial statements~~ in ~~conformity~~Connection with ~~U.S. GAAP requires management to make estimates and assumptions that affect the~~Consulting ~~reported~~Services amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report.Agreement

~~Recent~~On April 9, 2025, the ~~Accounting~~Company ~~Pronouncements~~entered into a Consulting Services Agreement (the “Consulting Agreement”) with FMW Media Works, LLC (the “Consultant”). Pursuant to the terms of the Consulting Agreement, on July 7, 2025, the Company issued to the Consultant 60,000 shares of Company common stock in consideration for services provided. 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 shares.

~~Note 2~~(b) ~~to our unaudited condensed consolidated financial statements appearing elsewhere in this report includes Recent Accounting Pronouncements~~None.

34(c) None.

Item 3. ~~Quantitative~~Defaults ~~and~~Upon ~~Qualitative~~Senior ~~Disclosures About Market Risk~~Securities.

~~As a smaller reporting company, we have elected not to provide the disclosure required by this item~~None.

Item 4. ~~Controls~~Mine ~~and~~Safety ~~Procedures~~Disclosures.

~~Evaluation of~~Not ~~Disclosure Controls and Procedures~~applicable.

~~Management, under~~Item the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)5. ~~Disclosure~~Other controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsInformation. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Changes in~~(a) ~~Internal Control Over Financial Reporting~~None.

~~There has been no change in our internal control over financial reporting, as defined in Rules 13a-15~~(fb) ~~of the Exchange Act, during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~None.

35(c) During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~PART II—OTHER INFORMATION~~35

Item 1. ~~Legal Proceedings~~6. Exhibits

~~We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business.~~ The ~~outcome~~following ofexhibits ~~litigation is inherently uncertain, and there can be no assurances that favorable~~are ~~outcomes~~filed ~~will~~as bepart ~~obtained. In addition, regardless~~ of ~~the outcome~~, ~~such proceedings~~ or ~~claims~~incorporated ~~can~~by ~~have~~reference ~~an adverse impact on us~~into, ~~which may~~this beQuarterly ~~material because of defense and settlement costs, diversion of resources and other factors~~Report.

Item 1A. Risk Factors.

No.		Description of Exhibit

3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on September 16, 2024)
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 18, 2025)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 12, 2025)
4.2		Form of Representative Warrant, dated August 27, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on August 27, 2025)
10.1		Underwriting Agreement, dated August 25, 2025 by and between Synergy CHC Corp. and Bancroft Capital, LLC, as representative of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on August 27, 2025)
31.1*		Rule 13a-14(a) Certification by Principal Executive Officer
31.2*		Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**		Section 1350 Certification of Principal Executive Officer
32.2**		Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

~~As a~~* ~~smaller~~Filed ~~reporting~~with ~~company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in~~ this ~~Quarterly~~ Report. ~~However,~~ as** ofFurnished ~~the~~with ~~date of~~ this ~~Quarterly~~ Report~~, there have been no material changes with respect to those risk factors previously disclosed in the “Risk Factors” section of the Prospectus~~. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~36

~~(a) None.~~SIGNATURES

~~(b)~~Pursuant to the requirements of the Securities ~~None~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SYNERGY CHC CORP.

Date: November 13, 2025	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)

~~Item 3. Defaults Upon Senior Securities.~~37

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) None.

(b) None.

(c) During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc. and Synergy Strips Corp. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
2.2		Asset Purchase Agreement, dated January 16, 2015, by and among Synergy Strips Corp.; Factor Nutrition Labs, LLC; Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
2.3		Asset Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp. and Knight Therapeutics, Inc. (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on September 16, 2024)
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 18, 2025)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 12, 2025)
10.1 ¥		Credit Agreement, dated as of May 30, 2025, by and among Synergy CHC Corp. as Borrower, each subsidiary of the Borrower listed as a Guarantor therein, the lenders from time-to-time party thereto as Lenders and ACP Agency, LLC, as Collateral Agent and Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 4, 2025)
10.2		Amendment to Synergy CHC Corp. 2024 Equity Incentive Plan(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 18, 2025)
31.1*		Rule 13a-14(a) Certification by Principal Executive Officer
31.2*		Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**		Section 1350 Certification of Principal Executive Officer
32.2**		Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

* Filed with this Report. ** Furnished with this Report.

¥ Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC on request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SYNERGY CHC CORP.
Date: August 14, 2025	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)

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