Overview
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- TickerMEHA on OTC1
- IndustryMedicinal Chemicals & Botanical Products1
- HeadquartersWest Hollywood, California1
- Incorporated inDE2
- Business address8605 Santa Monica Blvd, West Hollywood, Ca 900692
- Filer category, Emerging growth company2
- Legal formCorporation
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Our principal business is the production, marketing, sales, and distribution of nutraceutical products through our Kirkman division.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Nutraceuticalsupplements brought in 98% of the revenue Functional Brands Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Nutraceuticalsupplements | $6.4M | $6.5M |
| Hemp Derived Products | $128.5K | $124.6K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue47¢$3.1M
- Other costs41¢$2.7M
- Profit11¢$758.5K
Out of $6.6M in revenue.5
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue, net of returns | $6.6M | $6.6M |
| Cost of goods sold | $3.1M | $3.0M |
| Gross profit | $3.5M | $3.6M |
| Sales and marketing | $632.4K | $576.3K |
| General and administrative expenses | $4.3M | $3.3M |
| Total operating expenses | $4.9M | $3.8M |
| Operating loss | -$1.4M | -$229.1K |
| Interest expense | -$402.4K | -$331.8K |
| Other income ERTC refund | $419.9K | |
| Other income | $112 | |
| Interest income | $74.7K | $1.6K |
| Change in fair value of derivative liabilities | $7.4M | |
| Loss on issuance of preferred stock derivative liability | -$5.3M | |
| Total other income / (expenses) | $2.2M | -$330.3K |
| Net income / (loss) | $758.5K | -$559.4K |
| Basic (in Dollars per share) | $0.08 | -$0.08 |
| Diluted (in Dollars per share) | $0.01 | -$0.08 |
| Basic (in Shares) | 8.2M shares | 6.7M shares |
| Diluted (in Shares) | 85.1M shares | 6.7M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 6 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2025-01-31 | 2024-12-31 | 2023-12-31 | 2023-08-31 |
|---|---|---|---|---|---|
| Cash | $2.7M | $211.6K | |||
| Accounts receivable, net | $518.5K | $303.5K | |||
| Inventories, net | $1.5M | $1.7M | |||
| Prepaid expenses and other current assets | $393.0K | $45.1K | |||
| Deferred offering costs | $588.6K | ||||
| Total current assets | $5.2M | $2.9M | |||
| Property and equipment, net | $37.4K | $49.6K | |||
| Right-of-use assets, net | $1.7M | $2.0M | |||
| Intangible assets, net | $1.4M | $1.4M | |||
| Goodwill | $818.1K | $818.1K | |||
| Total non-current assets | $3.9M | $4.3M | |||
| Total assets | $9.1M | $7.2M | |||
| Accounts payable and accrued liabilities | $1.6M | $2.0M | |||
| Line of credit | $8.1K | $32.2K | |||
| SBA loan, current | $3.6K | $3.4K | |||
| Lease liabilities, current | $371.3K | $291.2K | |||
| Other current liabilities | $41.8K | $35.3K | |||
| Derivative liabilities | $3.3M | ||||
| Payable for acquisition, current | $2.3M | ||||
| Loans payable (related party), current | $61.6K | $370.7K | |||
| Loans payable | $402.6K | $171.5K | |||
| Total current liabilities | $5.8M | $5.2M | |||
| Lease liabilities, net of current | $1.4M | $1.8M | |||
| SBA loan, net of current | $136.9K | $140.5K | |||
| Loan payable (related party), net of current | $244.5K | ||||
| Convertible debenture | $100.0K | ||||
| Total non-current liabilities | $1.8M | $2.1M | |||
| Total liabilities | $7.6M | $7.3M | |||
| Common stock, par value $0.00001, 220,000,000 shares authorized; 18,704,649 and 6,694,880 shares issued and outstanding at December 31, 2025 and 2024 | $187 | $67 | |||
| Additional paid-in capital | $8.5M | $7.5M | |||
| Accumulated deficit | -$7.0M | -$7.7M | |||
| Total stockholders equity / (deficit) | $1.5M | -$118.6K | $25.9K | ||
| Total liabilities and stockholders equity / (deficit) | $9.1M | $7.2M | |||
| Preferred stock, par value (in Dollars per share) | $0.00 | ||||
| Preferred stock, shares authorized (in Shares) | 1.0M shares | ||||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | $0.00 | ||
| Common stock, shares authorized (in Shares) | 220.0M shares | 220.0M shares | 220.0M shares | ||
| Common stock, shares issued (in Shares) | 18.7M shares | 6.7M shares | |||
| Common stock, shares outstanding (in Shares) | 18.7M shares | 6.7M shares |
| Period ending | 2025-12-31 | 2025-01-31 | 2024-12-31 | 2023-12-31 | 2023-08-31 | 2020-11-30 |
|---|---|---|---|---|---|---|
| Cash | $2.7M | $211.6K | ||||
| Accounts receivable, net | $518.5K | $303.5K | ||||
| Inventories, net | $1.5M | $1.7M | ||||
| Prepaid expenses and other current assets | $393.0K | $45.1K | ||||
| Deferred offering costs | $588.6K | |||||
| Total current assets | $5.2M | $2.9M | ||||
| Property and equipment, net | $37.4K | $49.6K | ||||
| Right-of-use assets, net | $1.7M | $2.0M | ||||
| Intangible assets, net | $1.4M | $1.4M | ||||
| Goodwill | $818.1K | $818.1K | ||||
| Total non-current assets | $3.9M | $4.3M | ||||
| Total assets | $9.1M | $7.2M | ||||
| Accounts payable and accrued liabilities | $1.6M | $2.0M | ||||
| Line of credit | $8.1K | $32.2K | ||||
| SBA loan, current | $3.6K | $3.4K | ||||
| Lease liabilities, current | $371.3K | $291.2K | ||||
| Other current liabilities | $41.8K | $35.3K | ||||
| Derivative liabilities | $3.3M | |||||
| Payable for acquisition, current | $2.3M | |||||
| Loans payable (related party), current | $61.6K | $370.7K | ||||
| Loans payable | $402.6K | $171.5K | ||||
| Total current liabilities | $5.8M | $5.2M | ||||
| Lease liabilities, net of current | $1.4M | $1.8M | ||||
| SBA loan, net of current | $136.9K | $140.5K | ||||
| Loan payable (related party), net of current | $244.5K | |||||
| Convertible debenture | $100.0K | |||||
| Total non-current liabilities | $1.8M | $2.1M | ||||
| Total liabilities | $7.6M | $7.3M | ||||
| Common stock, par value $0.00001, 220,000,000 shares authorized; 18,704,649 and 6,694,880 shares issued and outstanding at December 31, 2025 and 2024 | $187 | $67 | ||||
| Additional paid-in capital | $8.5M | $7.5M | ||||
| Accumulated deficit | -$7.0M | -$7.7M | ||||
| Total stockholders equity / (deficit) | $1.5M | -$118.6K | $25.9K | |||
| Total liabilities and stockholders equity / (deficit) | $9.1M | $7.2M | ||||
| Preferred stock, par value (in Dollars per share) | $0.00 | |||||
| Preferred stock, shares authorized (in Shares) | 1.0M shares | |||||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | ||
| Common stock, shares authorized (in Shares) | 220.0M shares | 220.0M shares | 220.0M shares | 100.0M shares | ||
| Common stock, shares issued (in Shares) | 18.7M shares | 6.7M shares | ||||
| Common stock, shares outstanding (in Shares) | 18.7M shares | 6.7M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income (loss) | $758.5K | -$559.4K |
| Allowance for doubtful accounts receivable | -$3.8K | -$32.5K |
| Allowance for inventory obsolescence | $53.9K | -$14.2K |
| Depreciation of property and equipment | $20.7K | $48.4K |
| Amortization of right-of-use assets | $332.4K | $306.9K |
| Amortization of intangible assets | $46.1K | $46.1K |
| Financing expense on warrant issuance | $45.4K | |
| Stock-based compensation | $543.1K | $414.9K |
| Change in fair value of derivative liabilities | -$7.4M | |
| Loss on issuance of preferred stock of derivative liabilities | $5.3M | |
| Issuance of shares for note extension | $80.5K | |
| Issuance of common stock for convertible debenture | $122.3K | |
| Issuance of shares for financing expense | $50.6K | |
| Accounts receivable | -$211.2K | -$100.0K |
| Inventories | $106.1K | -$1.2K |
| Prepaid expenses and other current assets | -$347.9K | $27.3K |
| Accounts payable and accrued liabilities | -$480.8K | $132.2K |
| Other current liabilities | $6.5K | -$5.5K |
| Lease liabilities | -$329.3K | -$261.0K |
| Net cash (used in) provided by operating activities | -$1.3M | $2.0K |
| Purchase of property and equipment | -$8.5K | -$1.9K |
| Net cash used in investing activities: | -$8.5K | -$1.9K |
| Deferred offering costs | -$1.7M | -$163.1K |
| Proceeds from loans | $489.3K | $301.5K |
| Payments for payable for acquisition | -$2.3M | -$255.0K |
| Proceeds from debt facilities | $99.7K | $180.7K |
| Repayment of loans | -$422.7K | -$6.9K |
| Proceeds from issuance of preferred stock | $8.0M | |
| Buyback of preferred stock | -$180.3K | |
| Line of credit repayment | -$123.9K | -$216.7K |
| SBA loan repayment | -$3.4K | -$3.3K |
| Net cash provided by (used in) financing activities | $3.8M | -$162.9K |
| Increase (decrease) in cash | $2.5M | -$162.8K |
| Cash paid for interest | $401.4K | $224.4K |
| Recognition of derivative liability of preferred stock | $13.3M | |
| Conversion of preferred stock resulting in a non-cash reduction of the derivative liability recorded to APIC | $2.6M | |
| Fair value adjustment decreasing derivative liability | $7.4M | |
| Change in Preferred Stock | $115 | |
| Conversion of preferred stock | $112 | |
| Deferred offering costs | -$2.3M | |
| Declaration of preferred stock dividend recorded as an increase in accrued liabilities | $78.9K | |
| Common stock issued for convertible note payable and accrued interest | $122.3K | |
| Loan payable, related party | $225.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Functional Brands Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Functional Brands Inc.
- Helena Global Investment Opportunities 1 Ltd. Filed SCHEDULE 13G/A on Functional Brands Inc., latest May 19, 2026 (2 filings since May 14, 2026)
- Leonite Fund I, LP Filed SCHEDULE 13G on Functional Brands Inc., latest May 13, 2026
- Functional Brands Inc. West Hollywood, California
- HTO Nevada Inc. Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Functional Brands Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Machinery and equipment | $739.0K5 Dec 31, 2025 | $730.5K5 Dec 31, 2024 | +1.2% |
| Furniture and fixtures | $3.3K5 Dec 31, 2025 | $3.3K5 Dec 31, 2024 | 0% |
| Computer equipment and software | $31.0K5 Dec 31, 2025 | $31.0K5 Dec 31, 2024 | 0% |
| Property and equipment, before depreciation | $773.3K5 Dec 31, 2025 | $764.8K5 Dec 31, 2024 | +1.1% |
| Accumulated depreciation | $735.9K5 Dec 31, 2025 | $715.2K5 Dec 31, 2024 | +2.9% |
| Property and equipment, net | $37.4K5 Dec 31, 2025 | $49.6K5 Dec 31, 2024 | −24.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $2.7M5 Dec 31, 2025 | $211.6K5 Dec 31, 2024 | +1188.4% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $818.1K5 Dec 31, 2025 | $818.1K5 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $1.4M5 Dec 31, 2025 | $1.4M5 Dec 31, 2024 | −3.2% |
| Finite-lived intangibles, gross | $1.7M5 Dec 31, 2025 | $1.7M5 Dec 31, 2024 | 0% |
| Accumulated amortization | $299.6K5 Dec 31, 2025 | $253.5K5 Dec 31, 2024 | +18.2% |
| Finite-lived intangibles, net | $161.7K5 Dec 31, 2025 |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $1.5M5 Dec 31, 2025 | $1.7M5 Dec 31, 2024 | −9.4% |
| Raw materials | $507.7K5 Dec 31, 2025 | $472.3K5 Dec 31, 2024 | +7.5% |
| Finished goods | $911.5K5 Dec 31, 2025 | $1.1M5 Dec 31, 2024 | −14.8% |
| Supplies | $141.3K5 Dec 31, 2025 | $231.9K5 Dec 31, 2024 | −39.1% |
Properties, in its own words
We lease a 24,000 square foot facility located in Lake Oswego, OR. This facility houses our manufacturing operation, warehouse, back-end offices and fulfillment center.
Item 2 of the 10-K filed Mar 27, 2026.4
Leadership
Who has led Functional Brands Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerEric Jon Gripentrog Dec 4, 2025 to now8
- Chief financial officerDavid R. Wells May 20, 2026 to now9
Board members and other officers (3)
- Board memberDavid R. Wells May 20, 2026 to now9
- Board memberEric Jon Gripentrog Dec 4, 2025 to now8
- Board memberLourdes Felix Dec 4, 2025 to now10
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive Officer, DirectorTariq Rahim named Apr 22, 2022 to Nov 10, 202511
- Executive OfficerDiana Mark named Apr 22, 202212
- Executive Officer, DirectorZayn Kalyan named Apr 22, 202212
- DirectorGirard Smith named Nov 10, 202511
- DirectorSteven Rossi named Nov 10, 202511
- DirectorMichael Townsend named Apr 22, 202212
- DirectorRichard Kurtz named Apr 22, 202212
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- HTO Nevada Inc. Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- HT Naturals Corp.Dec 28, 2020 to May 2, 20232
Timeline
- Aug 17, 20268-K Results of operations13
- Jul 2, 20268-K Entered a material agreement; Executive or director change14
- Jul 1, 20268-K Ended a material agreement15
- Jun 15, 20268-K Listing notice or transfer; Regulation FD disclosure16
- Jun 2, 20268-K Shareholder vote17
- May 28, 20268-K Regulation FD disclosure; Other events18
- May 22, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure19
- May 22, 20268-K Executive or director change20
- May 20, 20268-K Executive or director change21
- May 19, 20268-K Regulation FD disclosure22
- May 18, 20268-K Results of operations23
- May 12, 20268-K Entered a material agreement24
- Dec 4, 2025New chief executive Eric Jon Gripentrog becomes CEO8
Calendar
Coming up
- Around Nov 16, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
- Aug 17, 2026Reported quarterly or annual results13
- May 18, 2026Reported quarterly or annual results23
- Mar 30, 2026Reported quarterly or annual results25
- Dec 15, 2025Reported quarterly or annual results26
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
107 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 23 major events, 3 insider forms, 3 large holders, 3 private raises, 71 other. The latest 20:
- Aug 17, 20268-K CURRENT REPORT EDGAR
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Jul 13, 202625-NSE EDGAR
- Jul 2, 20268-K CURRENT REPORT EDGAR
- Jul 1, 20268-K CURRENT REPORT EDGAR
- Jun 15, 20268-K CURRENT REPORT EDGAR
- Jun 2, 20268-K CURRENT REPORT EDGAR
- May 28, 20268-K CURRENT REPORT EDGAR
- May 27, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
- May 27, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
- May 22, 20268-K/A AMENDMENT NO.1 TO FORM 8-K EDGAR
- May 22, 20268-K CURRENT REPORT EDGAR
- May 21, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
- May 20, 20263 EDGAR
- May 20, 20268-K CURRENT REPORT EDGAR
- May 19, 2026DEFA14A CURRENT REPORT EDGAR
- May 19, 20268-K CURRENT REPORT EDGAR
- May 19, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
- May 19, 2026SCHEDULE 13G/A EDGAR
- May 18, 20268-K CURRENT REPORT EDGAR
The 107 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Helena Global Investment Opportunities 1 Ltd.SCHEDULE 13G/A, 2 filings May 14, 2026 to May 19, 202627
- Leonite Fund I, LPSCHEDULE 13G, 1 filing May 13, 202628
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $8.1M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2025 | $8.0M | $8.0M |
| 2023 | $106.0K | $106.0K |
| 2022 | $1 | $1 |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Guardian Partners Inc. | 38,972 | $203 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Functional Brands Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARFunctional Brands Inc.1
- CIK0001837254
- Employer ID (EIN)85-40943324
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)2833 Medicinal Chemicals & Botanical Products1
- SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
- Business address8605 Santa Monica Blvd, West Hollywood, CA 900691
- Phone77893833671
- Shares outstanding64,921,095 as of Aug 10, 20267
- Public float$3.5M as of Dec 31, 20254
- AuditorTADD LLP, California PCAOB ID 5854; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceDec 28, 20201
- Filings114 in all: 8-K (22), UPLOAD (15), CORRESP (14), S-1/A (13), C-U (7), DEFA14A (5), DRS/A (5), C/A (4)1
All 27 form types
DRSLTR (4), 10-Q (3), 3 (3), D (3), SCHEDULE 13G (2), 10-K (1), 25-NSE (1), 424B3 (1), 424B4 (1), 8-A12B (1), 8-K/A (1), C (1), CERT (1), DEF 14A (1), DRS (1), FWP (1), PRE 14A (1), S-1 (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 27, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Apr 27, 2026
Latest 8-K (8-K) Aug 17, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.00001 par value share | MEHA | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Functional Brands Inc. names in Item 1A of its 10-K filed Mar 27, 2026: 57 risks under these headings, as written.4
- We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
- Risks Related to our Financial Condition and Capital Requirements
- Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.
- We may be unable to effectively manage future growth.
- We will need additional financing in the future, which may not be available when needed or may be costly and dilutive.
- Functional Brands Inc. has a limited operating history, and we may not be able to successfully operate our business or execute our business plan.
- We may incur significant debt to finance our operations.
- We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.
- Our brand and image are keys to our business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.
- Competition from traditional and large, well-financed product manufacturers or distributors may adversely affect our distribution relationships and may hinder the development of our existing markets, as well as prevent us from expanding our markets.
- We compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue developing new products to satisfy our consumers’ changing preferences will determine our long-term success.
- We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products.
The other 46 risks
- We may experience a reduced demand for some of our products due to health concerns and legislative initiatives.
- Our business depends on compliance by third-party pharmacy partners
- Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs.
- International expansion efforts would likely significantly increase our operational expenses.
- Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets.
- We incur significant time and expense in attracting and maintaining key distributors, and a loss of distributors or retails accounts would harm our business.
- Any pandemic, such as the COVID-19 pandemic, has and could continue to negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
- We rely on suppliers, manufacturers and contractors, and events adversely affecting them would adversely affect us.
- We have one customer that accounts for a substantial portion of our revenues, and our business would be harmed were we to lose this customer.
- We may sustain losses that cannot be recovered through insurance or other preventative measures.
- We may be subject to product liability claims and other claims of our customers and partners.
- If we encounter product recalls or other product quality issues, our business may suffer.
- If we do not adequately manage our inventory levels, our operating results could be adversely affected.
- Increases in costs or shortages of raw materials could harm our business and financial results.
- Increases in costs of energy and increased regulations may have an adverse impact on our gross margin.
- Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of operations.
- If we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected; in addition, staff turnover causes uncertainties and could harm our business.
- If we lose the services of our executive officers, our future operations could be impaired until such time as a qualified replacement can be found.
- We are required to indemnify our directors and officers.
- If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively.
- Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.
- Significant additional labeling or warning requirements may inhibit sales of affected products.
- Our industry may become subject to expanded regulation and increased enforcement by the Food and Drug Administration (“FDA”) and the Federal Trade Commission (“FTC”).
- Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
- Climate change may negatively affect our business.
- Our business and operations would be adversely impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack.
- Our results of operations may fluctuate from quarter to quarter for many reasons, including seasonality.
- Changes in our effective tax rate may impact our results of operations.
- Global economic, political, social and other conditions, may continue to adversely impact our business and results of operations.
- We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between the United Staes, Israel and Iran, Russia and Ukraine and the continuing hostilities worldwide. Our business may be materially adversely affected by any negative impact on the global economy and capital markets resulting from such conflicts or any other geopolitical tensions.
- Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
- The use and effects of tariffs to address the current administration’s policy goals, could materially impact the macroeconomic framework in which we operate.
- Risks Related to This Offering and Ownership of Our Common Stock.
- We may not be able to satisfy listing requirements of NASDAQ or obtain or maintain a listing of our common stock on NASDAQ.
- Listing our common stock on a securities exchange will increase our regulatory burden.
- The market price of our common stock may fluctuate significantly, and you could lose all or part of your investment.
- Future sales of common stock by our stockholders could cause our share price to decline.
- You may be diluted by future issuances of preferred stock or additional common stock in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
- Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
- We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
- If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.
- Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline and would result in the dilution of your holdings.
- Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.
- We are authorized to issue “blank check” preferred stock without stockholder approval, which could adversely impact the rights of holders of our common stock.
- If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
- We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Trailer Park Boys
On November 13, 2025, Trailer Park Boys Inc. (“TPB”) commenced a civil claim against the Company and certain other defendants alleging breach of contract. On February 27, 2026, the Company filed a Statement of Defense denying the allegations advanced by TPB. The Company has also filed a Statement of Counterclaim against TPB asserting claims for breach of contract and negligent misrepresentation in connection with the same agreement. The litigation is at an early stage. The Company intends to vigorously defend the TPB claim and pursue its counterclaim.
True Health
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 10SEC EDGARLourdes Felix, Board member
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- 13SEC EDGARResults of operations
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- 15SEC EDGAREnded a material agreement
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- 17SEC EDGARShareholder vote
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- 20SEC EDGARExecutive or director change
- 21SEC EDGARExecutive or director change
- 22SEC EDGARRegulation FD disclosure
- 23SEC EDGARResults of operations
- 24SEC EDGAREntered a material agreement
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