NASDAQ: BRLS

The Company’s innovative technology
was used in the development of its first vertical, ramen noodles. Lovingly made in the U.S., Chef Woo, Chef Ramsay, Ramen Express and
Woodles-branded ramen noodles are produced and packaged by the Company’s wholly-owned technologically advanced manufacturing company,
Palmetto Gourmet Foods, or “PGF”. Located in Saluda, South Carolina, the factory is one of the largest and most advanced
ramen noodle producers in North America. With a widespread presence, Borealis Foods’ products are currently available in approximately
30,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America. The products can be found across several channels
of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional
supermarkets (Albertsons, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and
Instacart).

Research, development, and innovation
are core elements of our business strategy, which we see as a critical competitive advantage. Through continuous R&D and partnerships
with other advanced food-tech companies as well as prominent national and international food producers, retailers and distributors, our
team focuses on making continuous improvements to our existing technology and product formulations, in addition to developing new products
across our platform.

The Borealis Foods Strategic Difference

Unique Approach to the Product

We developed and launched the first
plant-based instant ramen meals providing 20 grams of complete protein per serving. We believe our unique approach to making ready-made
ramen makes us a disruptor in one of the most widely consumed food categories.

Our Chef Woo ramen serves as a complete
source of protein because it includes all nine essential amino acids and provides over one-third of a person’s daily recommended
protein in one serving. Complete proteins are essential to a healthy diet. They contribute to muscle growth, repair, and maintenance and
also play a role in bolstering the immune system, aiding in the production of antibodies and enzymes that defend against infections and
promote faster healing. Complete proteins also are involved in hormone production, helping to regulate various bodily functions, including
metabolism and mood. Our commitment to providing higher protein content in our ramen sets our products apart from other instant noodle
cups on the market. Additionally, we use a protein source that is free of anti-digestive factors that hinder protein digestibility, further
enhancing the bioavailability of the protein. Plant-based protein is a highly convenient and cost-effective source of protein which is
hard to match from a cost perspective when compared to other sources of protein. Legacy vegetarian brands have typically aimed to compensate
for poor taste appeal by positioning their products as a noble sacrifice — something consumers should do for the benefit of their
health, the environment, and/or animal welfare. Our compelling product innovations have enabled a paradigm shift in both marketing and
target audience — tapping into the enthusiastic pull from mainstream consumers for delicious and satisfying, yet better-for-you
plant-based meals. Our patent-pending technology can be deployed in other applications to make additional high-protein ready-made meals
and snacks.

1

Unique Approach to the Market

The ramen market has seen limited product
innovation and differentiation resulting from product positioning which generates low retail profit margins. We are changing that paradigm
with our innovative food technology, providing consumers with a healthy, affordable, shelf-stable, convenient meal. We are re-inventing
instant ramen noodles while maintaining flavor consistency, palatability, and affordability. Our know-how allows us to customize products
for different subsets based on the desired dietary-specific requirements (i.e., high-fiber, gluten-free, high-protein, low sodium, keto-friendly,
and micronutrients). We are focused on a multi-prong approach that consists of expanding our distribution through the following channels:

● Traditional Retail: Remain focused on existing customers
while expanding into new markets in the U.S., Canada, Mexico, and Latin America.

● Food Services: Expand our products into the food services
space as a healthy ready-made food option for convenient grab-and-go meals.

● Strategic Partnerships: Continue developing strategic
partnerships with prominent national and international food producers, retailers, and distributors. Serving as an innovation partner
to global food leaders, the company leverages these collaborations to expand its offerings, enhance technological capabilities, and deliver
food products that embody its values of healthy nutrition and innovation.

History

We were founded in 2019 with a vision
of building sustainable, affordable, and nutritious food products. This vision was developed in response to growing global challenges
in the areas of health, climate change, natural resource use, and helping find an affordable option to fight world hunger.

Our Co-Founder and CEO, Reza Soltanzadeh,
a medical doctor by training, entered the business world after devoting his time to helping malnourished men, women, and children in remote
villages of India to the science of affordable and nutritious food. Mr. Soltanzadeh has over 28 years of experience in the field of food
sciences and food mass production. Mr. Soltanzadeh was the CEO of IIIC Investment Group for 13 years, an emerging market multi-billion
dollar food-focused buyout firm, leading category consolidations to bring scale and efficiency resulting in low-cost production in highly
fragmented food categories. Mr. Soltanzadeh was intrigued by the ramen craze taking place around the globe, observing the universal appeal
of the noodle dish he saw an opportunity to marry his passion for the environment and the fight against world hunger by creating an affordable
plant-based, high-protein ramen.

Our other Co-Founder and Non-Executive
Chairman, Barthelemy Helg, an attorney by training, has focused his career on the food and biotech industries. Mr. Helg was Vice-President
at Nestle S.A. overseeing Mergers and Acquisitions — contributing notably to the advancement of Nestle’s pet food division.
Mr. Helg founded several companies in the food industry, and through his network and relationships, he has been instrumental in developing
partnerships with food-tech companies and investors for us.

Fascinated with the food-tech revolution,
our Co-Founders focused on opportunities for a more sustainable and affordable way to provide high-protein meals to consumers. Rather
than trying to invent a new product category, they focused on improving and transforming an existing, highly popular product, ultimately
identifying a high-protein and plant-based ramen as the ideal opportunity and solution. Our ramen takes the delicious food loved by many
and upgrades it with added nutrients, enriching the comforting bowl of instant ramen. This reimagined ramen captures the same satisfying
ramen feeling with a makeover of better ingredients and crafted flavors for a more nutritious and equally delicious product. Chef Woo
Ramen was named after Song Sao Wu, the legendary female chef from ancient China, whose soup became so famous that it lifted her community
out of hard times. Like its namesake, Chef Woo Ramen is attempting to lift the global community by contributing to a more sustainable
planet while combating world hunger.

We have built a core team with experts
across the food industry. Through our acquisition of PGF, we acquired a manufacturing and distribution facility capable of producing 600
million meals per year. We aim to develop food that will create lasting benefits for society and the environment.

Industry

Market Opportunity

We operate in the large global food
industry, with a current focus on instant noodle products. Instant noodles are among the most widely consumed packaged foods globally,
with consumption exceeding 120 billion servings annually, according to the World Instant Noodles Association. The global instant noodles
market was estimated to be approximately $66.8 billion in 2026, and is expected to continue growing at a mid-single-digit compound annual
growth rate through the early 2030s, according to the Instant Noodles Global Market Report 2026 published by The Business Research Company.
Our core target market is North America, which represents a significant and growing region for instant noodle consumption and is among
the top global markets by volume.

Various industry studies indicate that
consumers are increasingly seeking convenient, affordable, and nutritionally balanced food options. We believe our product offerings align
with these trends, including growing consumer interest in plant-based, high-protein, and minimally processed foods. Consumer preferences
have also shifted toward products that offer transparency with respect to ingredient sourcing, quality, and manufacturing practices.

In addition, there has been increased
focus among consumers on health and wellness, including the role of diet in long-term health outcomes, as well as interest in plant-based
and alternative protein sources. While demand for such products may fluctuate based on economic conditions and pricing, we believe these
trends may support continued interest in our product categories.

2

We believe we are positioned to participate
in the broader instant meals and plant-based protein categories, supported by factors such as consumer demand for convenient meal solutions,
increased awareness of protein intake, and evolving dietary preferences. However, there can be no assurance that these trends will continue
or that consumer preferences will not shift.

Demographic trends, including the purchasing
influence of younger consumers, may influence demand for our products. However, consumer behavior and preferences are subject to change
and may be influenced by macroeconomic conditions, including inflation and changes in disposable income.

Macroeconomic conditions, including inflation, supply chain disruptions, and geopolitical developments, have affected food prices globally,
including the cost of animal-based proteins. While these dynamics may influence consumer purchasing behavior, including interest in alternative
protein options, such trends are uncertain and may not be sustained.

Environmental Impact

Consumer interest in plant-based food
products has been influenced in part by increased awareness of health, sustainability, and environmental considerations associated with
food production. We believe our product offerings align with these trends, although consumer preferences may change and demand for plant-based
products may fluctuate based on a variety of factors, including pricing, macroeconomic conditions, and evolving consumer priorities.

Livestock production has been identified
by various organizations as a contributor to greenhouse gas emissions and the use of land and water resources. According to the Food and
Agriculture Organization, livestock production accounts for a meaningful portion of global agricultural land use and resource consumption.
In addition, reports from the Intergovernmental Panel on Climate Change have indicated that changes in production and consumption patterns,
including dietary shifts, may contribute to efforts to reduce greenhouse gas emissions. However, estimates of the environmental impact
of livestock production vary, and the extent to which consumer behavior may change in response to such factors is uncertain.

In 2021, we engaged the University of
Michigan to conduct a third-party life cycle assessment comparing the environmental impact of certain plant-based protein products, including
our products, with selected animal-based protein sources (the “Assessment”). The Assessment evaluated factors such as greenhouse
gas emissions, energy use, land use, and water use based on specified assumptions and methodologies.

Based on the Assessment, our plant-based
protein products demonstrated lower environmental impacts across certain measured categories compared to selected animal-based protein
sources on a per-protein basis. However, the results of the Assessment are dependent on the underlying assumptions, data sources, and
methodologies used, and may not be representative of all production methods or consumption patterns. In addition, comparisons to other
products or categories may vary depending on the scope and parameters of the analysis.

We are also subject to evolving regulatory and customer expectations relating
to environmental matters, including sustainability, product sourcing, and supply chain practices. Compliance with such expectations may
require changes to our operations, increase our costs, or impact our sourcing decisions. While we believe that sustainability considerations
may influence consumer preferences, there can be no assurance that such considerations will result in increased demand for our products
or that we will be able to effectively capitalize on these trends.

Competitive Strengths

We believe our business benefits from
a combination of product innovation, alignment with evolving consumer preferences, scalable manufacturing capabilities, and an experienced
management team.

Focus on Innovation

We focus on developing food products
that incorporate plant-based proteins and enhanced nutritional profiles within familiar and convenient formats, such as instant noodles.
We intend to continue investing in product development to expand our offerings across adjacent categories that address evolving consumer
preferences, including products designed to meet a range of dietary needs.

Our product development efforts are
intended to respond to changing consumer preferences and market trends. However, there can be no assurance that our innovation efforts
will be successful or that new products will achieve market acceptance.

Alignment with Consumer Preferences

We believe our products are aligned
with consumer demand for convenient, affordable, and nutritionally balanced food options, including interest in plant-based and alternative
protein products. Our products are designed to meet a range of dietary preferences, including vegetarian and vegan diets, and certain
products are certified kosher and halal.

Consumer preferences are subject to
change and may be influenced by a variety of factors, including pricing, economic conditions, and competing product offerings. There can
be no assurance that current trends will continue or that our products will remain aligned with consumer demand.

3

Scalable and Cost-Efficient Production

Our products are designed to be manufactured
at scale using established production processes, which we believe supports cost efficiency and broad distribution. We believe this approach
enables us to offer products at competitive price points across multiple channels. Our ability to scale production and maintain cost efficiency
depends on a number of factors, including supply chain conditions, input costs, and manufacturing capacity.

Experienced Management Team

We are led by an experienced management
team with backgrounds in food production, product development, and business operations.

Reza Soltanzadeh, our Chief Executive
Officer and Co-Founder, has extensive experience in food science and food production, including senior management roles and investment
experience in the food industry. Under his leadership, the Company has developed and commercialized a range of products and expanded its
distribution across multiple channels.

Barthelemy Helg, our Co-Founder and
Non-Executive Chairman, has experience across the food and biotechnology industries, including prior roles at Nestlé S.A., where
he was involved in merger and acquisition activities. He has also co-founded and worked with early-stage companies.

Growth Strategy

We intend to grow our business through
expanded distribution, continued investment in infrastructure and capabilities, and the development of new and enhanced products.

We have established a presence across
retail and e-commerce channels and may seek to expand distribution in existing and new markets, including internationally. Our ability
to expand distribution depends on a number of factors, including retailer acceptance, supply chain capacity, and competitive conditions.

We also intend to invest in our infrastructure
and operational capabilities, including manufacturing, supply chain, and personnel. These investments are intended to support future growth;
however, they may require significant capital and may not result in expected returns.

In addition, we intend to expand and
refine our product offerings, including through improvements to existing products and the development of new products. There can be no
assurance that such products will be successfully developed or achieve market acceptance.

Products

Our principal products include:

● Chef Woo®:
Super premium high-protein instant ramen product containing 20 grams of plant-based complete protein per
serving. These products are designed to meet a range of dietary preferences and are certified kosher, halal, vegan, and vegetarian.

● Chef Ramsay: Ultra-premium instant ramen products
developed in collaboration with renowned chef Gordon Ramsay. Also providing 20 grams of complete protein per serving, this product was
introduced with two flavors to the market to appeal to more refined consumers and those seeking a more elevated noodle meal.

● Ramen Express®:
Premium instant ramen products, also certified kosher, halal, vegan and vegetarian, offered in a variety
of flavors and positioned as an affordable alternative in the category.

● Woodles®:
Whole grain-rich ramen noodles designed to provide a healthier alternative to traditional ramen, particularly
for school meal programs. These noodles are made with at least 51% whole wheat flour, aligning with nutritional guidelines for schools.

Customers and Distributors

Our products are distributed through
retail, e-commerce, and other channels across the United States and internationally. We continue to focus on expanding our relationships
with existing customers and establishing relationships with new customers both domestically and abroad.

Our distribution footprint includes major retailers and e-commerce platforms. Our ability to maintain and expand distribution depends
on factors such as product performance, pricing, supply reliability, and competition.

4

Supply Chain

Sourcing and Suppliers

We source key ingredients, including
pea protein, flour, and oils, from third-party suppliers. We have established relationships with multiple suppliers for our principal
raw materials, which we believe enhances the resilience of our supply chain.

We continue to expand our supply chain
to ensure the certainty of supply of the highest quality raw materials that meet our requirements for quality.

We procure our raw materials primarily
on a purchase order basis and seek to maintain sourcing flexibility across our supplier base. We periodically evaluate and qualify additional
suppliers to support our operational requirements and product specifications

Manufacturing

We own our manufacturing facility located
in Saluda, South Carolina, operated by our wholly-owned subsidiary, PGF. The advanced production facility is over 200,000 square feet.
The facility is British Retail Consortium (“BRC”) AA+ rated food- grade facility certified. Currently, there are four
fully automated cup and pillow production lines with advanced high-speed packaging machinery. There is the capacity to host six instant
noodle production lines capable of producing 600 million meals per year. We believe our current facility is adequate to meet ongoing demand
and is capable of hosting additional production lines to support our future ramp-up.

Food Safety and Quality Control

We utilize a comprehensive food safety
and quality management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee
training, ongoing process innovation, use of quality ingredients, and both internal and independent auditing.

Our Saluda, South Carolina facility
has a Food Safety Plan (“FSP”) that focuses on preventing food safety risks and is compliant with the requirements
set forth under the Food Safety Modernization Act or (“FSMA”). In addition, our facility has at least one Preventive
Controls Qualified Individual who has successfully completed training in the development and application of risk-based preventive controls
at least equivalent to that received under a standardized curriculum recognized by the U.S Food and Drug Administration (“FDA”).

Our manufacturing site and suppliers
comply with the Global Food Safety Initiative. Our manufacturing site is certified against a standard recognized by BRC AA+. These standards
are integrated food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology
to manage food safety and quality. Certification provides an independent and external validation that a product, process or service complies
with applicable regulations and standards.

In addition to third-party inspections
of our facility, we have instituted audits to address topics such as allergen control; ingredient, packaging, and product specifications;
and sanitation. Under FSMA, our manufacturing facility is required to have an FSP and a Hazard Analysis Critical Control Plant plan that
identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate, or reduce relevant
food-borne hazards.

Distribution

Distribution of our products occurs
from our in-house manufacturing facilities in Saluda, South Carolina. The 75,000 square feet facility has the capacity to store over 150
truckloads of finished goods, ideal for supplying large national retailers. The facility is strategically located near rail, intermodal,
and port distribution hubs. Our products are transferred by third-party logistics providers to distribution centers or are directly shipped
to the customer. At present, we do not utilize internal software to track loads but leverage the systems of our transportation partners
to manage our supply chain through retail distribution.

Sales and Marketing and Consumer Outreach

Sales

We maintain a hybrid sales organization
that combines internal account management with third-party sales agencies, brokers, distributors and food service relationships. This
structure supports sales across retail, e-commerce, institutional and other channels in the United States and selected international markets.
Our third-party partners provide account coverage, retail execution support, syndicated data resources and planogram merchandising support,
while our internal team focuses on strategic account management, customer development, channel support and key account relationships.

5

Marketing

Our marketing strategy is designed to
build awareness, trial and repeat purchase across a portfolio of convenient, better-for-you noodle products positioned at different price
points and for different consumer occasions. We market our brands through a mix of digital content, paid media, retail support, public
relations, influencer collaborations and brand partnerships. Our efforts are intended to support consumer pull and sell-through, and supporting
retail trade, while aligning marketing investment with our evolving channel mix and product portfolio.

Marketing Activities

● Digital and Social Media. We
use owned and paid digital channels to communicate product information, recipes and promotional activity, and to engage consumers across
a range of demographic and lifestyle segments.

● AI-Enabled Marketing and Search
Visibility. We increasingly use artificial intelligence-supported tools and workflows to improve the speed, efficiency and targeting
of marketing activities, including content development support, campaign planning, audience insight analysis, creative testing and optimization
of product messaging across digital channels. We are also adapting portions of our digital marketing and content strategy to improve
the visibility, relevance and accuracy of our brands and products in emerging AI-driven search and recommendation environments, where
consumers may discover products through conversational queries, product summaries and other search experiences that differ from traditional
keyword-based search.

● Influencer and Brand Collaborations.
We work with creators, culinary personalities and strategic partners to expand reach and reinforce brand credibility and awareness. Our
collaboration with Gordon Ramsay has supported the launch and awareness of our premium Chef Ramsay product offerings.

● Retail and E-commerce Support.
We support retail and e-commerce channels through targeted marketing programs, merchandising support, and product content designed to
facilitate consumer engagement and product availability.

● Public Relations and Brand
Awareness. We use press outreach, events and product announcements to increase awareness of our brands, product innovation and channel
expansion.

● Channel-Focused Launches. We support product launches and
channel expansion initiatives, including growth in institutional and school meal channels and the introduction of premium branded offerings.

Competition

We operate in a highly competitive food
category. Our products compete with traditional instant noodle brands, private label offerings, plant-based and protein-focused products,
and other convenient meal solutions that address similar consumer needs, including taste, nutrition, convenience and value.

Competition varies by brand, channel,
price point and consumer occasion. We also compete with companies that have introduced or are introducing nutritionally enhanced or high-protein
noodle products.

Many of our competitors have greater
financial, marketing, manufacturing and distribution resources, as well as broader product portfolios, more established customer relationships
and greater brand recognition. As a result, we may face pricing pressure, increased promotional activity and competition for shelf space,
distribution and consumer attention.

Employees

As of December 31, 2025, we had 140 full-time
employees, including 117 in manufacturing operations (including 36 agency employees), one in research and development, nine in sales and
marketing, two in human resources, five in finance, two in legal and four in administration. Our employees are all employees at will and
are not subject to any collective bargaining agreements.

6

Intellectual Property

We own trademarks, trademark applications,
registrations, and other proprietary rights that are important to our business. Depending upon the jurisdiction, trademarks, and their
corresponding registrations are valid if they are used in the regular course of trade and/or their registrations are properly maintained.
Borealis Foods’ primary trademarks include the “Chef Woo”, “Ramen Express”, and “Woodles”.

We aggressively protect our intellectual property rights
by relying on trademark, copyright, trade dress, and trade secret laws. We own several domain names.

We do not have any issued patents but
have two patent applications pending.

We consider our marketing and products
as a trade secret and thus, keep this information confidential. In addition, we consider proprietary information related to formulas,
processes, know-how, and methods used in production and manufacturing as trade secrets. We believe we have taken reasonable measures to
keep the aforementioned items reasonably protected, and they are, accordingly, not readily ascertainable by the public.

Seasonality

We have generally experienced in the
past, and expect to continue to experience, seasonal fluctuations in our retail sales as a result of consumer and customer spending patterns.
Historically, the months of August to September and January to March result in the greatest retail sales due to back-to-school purchasing
in the fall and renewed consumer focus on healthy living following New Year’s Day. We believe these consumer spending patterns are
driven primarily by the predisposition of consumers to adjust their approach to nutrition at certain times of the year. We are unique
in that our innovative technology allows us to tailor our products to specific nutritional needs allowing us to potentially access alternative
distribution channels e.g., NGOs and government programs. Over time, these potential additional distribution channels should help reduce
the seasonal fluctuations in our retail sales.

Government Regulation

Along with our brokers, distributors,
ingredients, and packaging suppliers, we are subject to extensive laws and regulations in the U.S. by federal, state, and local government
authorities. In the United States, the primary federal agencies governing the manufacturing, distribution, labeling, and advertising of
our products are the FDA, and the U.S. Federal Trade Commission (or “FTC”). Under various federal statutes and implementing
regulations, these agencies, among other things, prescribe the requirements and establish the standards for quality and safety and regulate
our product composition, manufacturing, labeling, and other marketing and advertising to consumers. Among other things, the facility in
which our products and ingredients are manufactured must register with the FDA, comply with current good manufacturing practices (or “cGMPs”),
and comply with a range of food safety requirements established by and implemented under the Food Safety Modernization Act of 2011. The
FDA has the authority to inspect our facility to evaluate compliance with these requirements. The FDA also requires that certain nutrition
and product information appear on our product labels and, more generally, that our labels and labeling be truthful and non-misleading.
Similarly, the FTC requires that our marketing and advertising be truthful, non-misleading, and not deceptive to consumers. We are also
restricted from making certain types of claims about our products, including nutrient content claims, health claims, and claims regarding
the effects of our products on any structure or function of the body, whether express or implied unless we satisfy certain regulatory
requirements.

Available Information

Our website address is www.borealisfoods.com.
The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual
Report. We make our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8- K and all amendments to those reports, as well as beneficial ownership filings available free of charge on our website under the
“Investors,” “Financials” section as soon as reasonably practicable after we file such reports with, or furnish
such reports to, the SEC.

We may use our website as a distribution
channel of material information about us. Financial and other important information about us is routinely posted on and accessible through
the Investors section of our website at www.investors.borealisfoods.com/overview/default.aspx.

7

Item 1.A. Risk Factors.

You should consider carefully the
risks and uncertainties described below, together with all of the other information contained in this Annual Report. If any of the following
events occur, our business, financial condition, operating results and cash flow may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business or results of operations.

SUMMARY OF RISK FACTORS

The following is a summary of some of
the risks and uncertainties as of the date of the filing of this Annual Report on Form 10- K that could materially adversely affect our
business, financial condition, results of operations and cash flow. You should read this summary together with the more detailed description
of each risk factor contained below in the section titled “Risk Factors.”

Risks Related to Our Financial
Condition

●
We have minimal cash on hand, substantial indebtedness, and there is substantial doubt about our ability to continue as a going concern;

●

Our senior secured debt is held by Oxus Capital
PTE Ltd., a related party and our largest shareholder, which creates potential conflicts of interest and limits our financial flexibility;

●
Approximately $33.3 million of shareholder debt
may automatically convert into Common Shares on or after July 1, 2026, which could result in substantial dilution to existing shareholders;

●
Our lender has the option to convert approximately $2.0 million in accrued interest into Common Shares, which would further dilute existing shareholders;

●
Our independent registered public accounting firms have expressed substantial
doubt about our ability to continue as a going concern;

●
Our potential insolvency or inability to pay our debt would have a material adverse effect on our business, financial condition, results of operations and cash flow, cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to continue as a going concern

● We will require substantial capital investment in the future,
and our inability to raise adequate capital could affect our ability to continue as a going concern;

● Our financial results and future growth have been, and could
in the future be, harmed by currency exchange rate fluctuations;

● Insolvency, credit problems or other financial difficulties
that could confront our retail partners could expose us to financial risk;

8

Risks Related to Our Business

● We have a limited operating history which makes it difficult to evaluate our business and prospects;

● The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business;

● Our management team has limited experience managing a public company;

● We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote
substantial time to new compliance initiatives;

● Our dependence on suppliers may materially adversely affect our operating results and financial position;

● Manufacturing and production forecasts are based on multiple assumptions. We must adequately estimate
our manufacturing capacity and inventory supply. If we overestimate our demand and overbuilds our capacity or inventory, we may have significantly
underutilized assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results;

● We may experience volatility in costs for ingredients and packaging due to conditions that are difficult
to predict;

● Our future success will depend, in part, on our ability to maintain our technological leadership, enhance
our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food
products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis;

● Adverse climate conditions may have an adverse effect on our business. We may take various actions to
mitigate our business risks associated with climate change, which may require us to incur substantial costs and may not be successful,
due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks;

● The spread of contagious diseases, natural disasters, severe weather, actual or threatened hostilities
or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty may cause global economic disruption, and
its impact on our business is uncertain;

● Consumer spending habits, including discretionary spending on food products such as ours, are affected
by many factors;

● We face market competition, and if we are unable to compete effectively with our competitors, our business
and operating results could be materially adversely affected;

● A portion of our revenue is derived from key customers, and changes in these relationships could affect
our business;

● We may not continue to grow or maintain our active customer base, may not be able to achieve or maintain
profitability, and may not be aligned with customer trends and preferences;

● If we fail to maintain adequate operational and financial resources, particularly if we continue to grow
rapidly, we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction;

9

● We will need to grow the size of our organization, and we may experience difficulties in managing this
growth;

●
Geopolitical conflicts, including the war in Iran and the closure of the Strait of Hormuz, have disrupted global energy and commodity markets and could materially adversely affect our business;

● We are subject to risks related to the availability and cost of agricultural commodities and ingredients,
which are largely dependent on factors outside of our control;

● Our business is subject to an increasing focus on environmental and social impact matters;

● Changes in commodity costs and other operating costs could materially adversely affect our results of operations;

Risks Related to Technology and Intellectual Property

● Our success depends in part on our ability to innovate and respond to changing consumer preferences and industry developments;

● Our business depends on our ability to protect our intellectual
property and proprietary technology;

● Our intellectual property rights may be difficult to enforce and may not provide meaningful protection;

● Cybersecurity incidents or disruptions to our information technology systems could adversely affect our business;

● Our insurance coverage may be insufficient to cover certain risks;

Risks Related to Legal and Regulatory Matters

● We are subject to government regulation and failure to comply could adversely affect our business;

● Changes in laws and regulations could adversely affect our business;

● We are subject to risks associated with international sales and expansion;

● Climate-related laws, regulations and evolving expectations may adversely affect our business;

Risks Related to Ownership of Our Securities

● Raising additional capital may cause dilution to our Shareholders, restrict our operations or require
us to relinquish rights to our technologies or product candidates;

● If we fail to maintain an effective system of internal control over financial reporting, we may not be
able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and
other public reporting, which would harm our business and the trading price of our Common Shares;

10

● Our Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely
affect our ability to take actions that could be deemed beneficial to our shareholders;

● U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive
officers or our board of directors;

● The price of our Common Shares may be volatile, and you could lose all or part of your investment;

● We may issue additional shares or other equity securities without your approval, which would dilute your
ownership interest in us and may depress the market price of your shares;

●
We are
not currently in compliance with certain Nasdaq listing requirements, and failure to regain compliance by June 29, 2026 could result
in delisting of our securities;

●
Our Board of Directors has been reconstituted at the direction of our lender, and two of our directors were appointed pursuant to requirements of the Oxus Credit Agreement;

General Risk Factors

● The global scope of our business subjects us to risks that could negatively affect our business;

● Unfavorable general economic conditions could adversely affect our business, financial condition, results
of operation and cash flow;

●
Tariffs, trade restrictions, and the evolving U.S.-Canada trade environment, including the outcome of the CUSMA review process, could increase our costs and adversely affect our operations;

●

The 2026 Iran war and related energy market
disruptions may contribute to a broader economic downturn, inflation, and recession, which could reduce demand for our products and impair
our ability to raise capital; and

● Economic recessions or downturns could impair our company and harm our business, financial conditions,
operating results and cash flow.

Risks Related to Our Financial Condition

We have minimal cash on hand, substantial indebtedness, and there
is substantial doubt about our ability to continue as a going concern.

As of December 31, 2025, we had cash and cash
equivalents of approximately $0.06 million and a working capital deficit of approximately $(61.76) million. Our independent registered
public accounting firm has expressed substantial doubt about our ability to continue as a going concern in its reports on our consolidated
financial statements for the years ended December 31, 2025 and 2024.

Subsequent to December 31, 2025, the Company
completed the refinancing of its former credit facility with Frontwell Capital Partners Inc. through the Oxus Credit Agreement described
below, which eliminated the near-term maturity risk associated with the Frontwell facility. However, we continue to have recurring losses,
negative cash flows from operations, and a highly leveraged capital structure. Our ability to continue as a going concern depends on
our ability to generate sufficient revenue and cash flow from operations, manage our debt service obligations under the Oxus Credit Agreement
(which bears interest at 12% per annum), and obtain additional financing.

11

In addition, if the Required Equity Financing
under the Conversion Agreement is not completed by July 1, 2026, approximately $33.3 million of shareholder debt will automatically convert
into Common Shares, which would reduce our debt burden but result in substantial dilution to existing shareholders. Even if the conversion
occurs, we may continue to require additional capital to fund our operations and service our remaining debt obligations. There can be
no assurance that we will be able to obtain additional financing on acceptable terms, or at all.

If we are unable to generate sufficient cash
flow or obtain additional financing, we may be required to further curtail our operations, sell assets, or seek protection under applicable
bankruptcy or insolvency laws. Any of these events could result in the total loss of your investment.

Our independent registered
public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our historical financial statements
have been prepared under the assumption that we will continue as a going concern. Our registered public accounting firm has issued a
report on our consolidated financial statements for the years ended December 31, 2025 and 2024, that includes an explanatory
paragraph expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to obtain additional equity or debt financing. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty. However, if adequate funds are not available to us when we need them, we could be
unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they
do with us or terminate their relationship with us, or we could go into default on our outstanding indebtedness, which, in turn,
would permit our creditors to enforce remedies against us and cause us to consider reducing, discontinuing, or selling operations or
seeking protection from creditors, and further raise substantial doubt about our ability to continue as a going concern. The
substantial doubt regarding our ability to continue as a going concern may adversely affect our ability to obtain new financing on
reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our shareholders may lose some or all of
their investment in our Company. Any one or more of such events would have a material adverse effect on our business, financial
condition, results of operations and cash flow and our shareholders could lose some or all of their investment.

Our potential insolvency,
inability to pay our debt, or bankruptcy would have a material adverse effect on our business, financial condition, results of operations,
cash flow, cash available for distribution as well as our ability to service our debt obligations, and could result in our inability to
continue as a going concern.

If we were to default on our debt obligations,
it would likely cause a significant or complete reduction in the operating cash flow generated by our product sales. There can be no assurance
that we would be able to avoid insolvency, make timely payments on our debt or payments to creditors or suppliers. If a default were to
occur, we may incur substantial costs, that could have a severe adverse effect on our business, financial condition, results of operations
and cash flow, and we might take actions to respond to any default including the curtailment or reduction in operations, the sale of assets
or the Company, or seeking protection from creditors under bankruptcy or insolvency laws. Any such action could materially adversely affect
our business, financial condition, results of operation and cash flow.

Our senior secured debt is held by Oxus
Capital PTE Ltd., a related party and our largest shareholder. The concentration of our debt with a related party lender that also has
board appointment rights and significant equity ownership creates potential conflicts of interest and limits our financial flexibility.

On April 27, 2026, certain of our wholly owned
subsidiaries entered into a Credit Agreement with Oxus Capital PTE Ltd. (“Oxus”), providing for a term loan of up to $17.0 million,
secured by substantially all of our assets, including mortgages on our manufacturing facility and distribution center in Saluda, South
Carolina. Oxus is the Company’s former SPAC sponsor and, through its controlling shareholder Kenges Rakishev, a beneficial owner of approximately
24.7% of our outstanding Common Shares. Pavel Mynzhanov, a Director of Oxus, was appointed to our Board in connection with the Oxus Credit
Agreement.

12

The term loan matures on April 27, 2031, bears
interest at 12% per annum (14% upon default), and requires 48 consecutive monthly principal and interest payments commencing May 1, 2027.
At Oxus’s election, accrued interest from the closing date through April 30, 2027 (approximately $2.0 million) may be converted into Common
Shares at the average closing market price for the 60 trading days preceding May 1, 2027.

The Oxus Credit Agreement contains customary affirmative
and negative covenants and events of default. Among other things, the departure of Reza Soltanzadeh from his position as president or
in a similar senior management role constitutes an event of default, subject to a 180-day cure period. A default under, or challenge to
the validity of, the Conversion Agreement described below also constitutes an event of default. The Oxus Credit Agreement also limits
our ability to make capital expenditures in excess of 120% of budgeted amounts and restricts our ability to make restricted payments without
the Lender’s prior written consent.

Our senior debt is concentrated with a single
related party lender that also holds a significant equity position, has the right to appoint directors to our Board, and is a party to
the Conversion Agreement described below. This concentration creates potential conflicts of interest between Oxus’s interests as our lender,
equity holder, and board-appointing party and the interests of other shareholders. There can be no assurance that decisions made in connection
with the Oxus Credit Agreement, including the exercise of remedies upon default or the conversion of interest into equity, will be aligned
with the interests of our other shareholders.

If we are unable to generate sufficient cash flow
to service our debt obligations, or if we experience an event of default under the Oxus Credit Agreement, Oxus may accelerate the outstanding
obligations, foreclose on our assets (which constitute substantially all of our property), and exercise other remedies, any of which could
have a material adverse effect on our business, financial condition, and results of operations and could result in the loss of our manufacturing
facility and other assets.

Approximately $33.3 million of shareholder
debt may automatically convert into Common Shares on or after July 1, 2026, which could result in substantial dilution to existing shareholders.

In connection with the Oxus Credit Agreement,
we entered into a Conversion Agreement with Oxus Capital PTE Ltd., Reza Soltanzadeh (our Chief Executive Officer), and Barthelemy Helg
(our Non-Executive Chairman) (collectively, the “Shareholders”). Pursuant to the Conversion Agreement, approximately $29.1 million
in aggregate principal amount of indebtedness, plus approximately $4.2 million in accrued interest (calculated through June 30, 2026),
previously advanced by the Shareholders to the Company, will automatically convert into Common Shares if the Company does not consummate
one or more equity financings resulting in aggregate gross proceeds of at least $70 million at a price of $9.00 per share (the “Required
Equity Financing”) on or before July 1, 2026 (the “Equity Raise Deadline”).

The conversion price will be based on the volume
weighted average closing price of our Common Shares for the 20 consecutive trading days ending on the trading day immediately preceding
July 1, 2026. Based on the Company’s approximately 21.4 million Common Shares currently outstanding and recent trading prices, the conversion
of the full amount of the indebtedness could result in the issuance of a very significant number of additional Common Shares.

13

As of the date of this Annual Report, we have
not completed the Required Equity Financing. Completion of a $70 million equity offering at $9.00 per share would require raising proceeds
at a price that is substantially above recent trading prices for our Common Shares. There can be no assurance that the Required Equity
Financing will be completed on or before the Equity Raise Deadline, or at all. If the Required Equity Financing is not completed, the
conversion will occur automatically, and the resulting dilution to existing shareholders could be substantial.

In addition, the Conversion Agreement contains
restrictions on our ability to issue equity securities prior to the Equity Raise Deadline without the consent of the Shareholders, which
may limit our ability to pursue alternative financing arrangements. Shares issuable pursuant to the Conversion Agreement would
be issued in reliance on applicable exemptions from registration under the Securities Act and would constitute “restricted securities”
within the meaning of Rule 144 under the Securities Act. The Conversion Shares would bear customary restrictive legends and may not be
offered, sold or transferred absent registration or an applicable exemption from registration. The Company also agreed to use commercially
reasonable efforts to maintain compliance with SEC reporting requirements to preserve the availability of Rule 144 for resales of the
Conversion Shares.

The conversion of the indebtedness into Common
Shares would eliminate a significant portion of our outstanding debt and related interest obligations, which could improve our balance
sheet. However, the dilutive impact on existing shareholders could be material, and the issuance of a large number of shares could adversely
affect the trading price of our Common Shares and our ability to raise capital in the future.

Our lender has the option to convert approximately
$2.0 million in Year 1 accrued interest into Common Shares, which would further dilute existing shareholders.

Under the Oxus Credit Agreement, Oxus may elect, at its sole discretion,
on or before May 1, 2027, to convert all accrued interest from the closing date through April 30, 2027 (approximately $2.0 million) into
Common Shares at the average closing market price for the 60 trading days preceding May 1, 2027. If Oxus elects to convert, existing shareholders
would experience additional dilution beyond the dilution that may result from the Conversion Agreement described above. The election to
convert is entirely within Oxus’s discretion, and we have no ability to prevent or control the conversion or the resulting dilution.

We will require substantial
capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern.

We
will require significant funding to continue our operations and execute our business plan. Our ability to raise additional capital, on
timely and favorable terms or at all, depends on various factors, including macroeconomic conditions and market conditions as well as
our liquidity, financial condition and results of operations. If these factors deteriorate, our ability to raise capital to fund ongoing
operations, capital needs and business activities could be significantly negatively impacted. Additionally, our ability to raise capital
may be affected by developments under our senior secured term loan with Oxus Capital PTE Ltd. and the terms of the Conversion Agreement,
which restricts our ability to issue equity securities prior to July 1, 2026 without the consent of certain shareholders. If we cannot
obtain adequate additional financing on acceptable terms, we may need to substantially curtail or limit our production activities, sell
assets or the Company or seek protection from creditors under bankruptcy laws, which could materially and adversely affect our business
plan. Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.

Our financial results and
future growth have been, and could in the future be, harmed by currency exchange rate fluctuations.

As our international business grows,
our results of operations have been and could in the future be materially adversely impacted by changes in foreign currency exchange rates.
Revenues and certain expenses in markets outside of the United States are recognized in local foreign currencies, and we are exposed to
gains or losses from the translation of those amounts into U.S. dollars for consolidation into our financial statements. In addition,
the business of our suppliers may also be disrupted by currency exchange rate fluctuations by making their purchases of raw materials
more expensive and more difficult to finance. As a result, foreign currency exchange rate fluctuations may materially adversely impact
our results of operations.

14

Insolvency, credit problems
or other financial difficulties that could confront our retail partners could expose us to financial risk.

We sell to many of our retail partners
on open account terms and do not require collateral or a security interest in the inventory we sell them. Consequently, our accounts receivable
with our retail partners are unsecured. Insolvency, credit problems, or other financial difficulties confronting our retail partners could
expose us to financial risk. These actions could expose us to risks if they are unable to pay for the products they purchase from us.
Financial difficulties of our retail partners could also cause them to reduce the number or size of stores, and the amount of shelf space
dedicated to our products. Further, economic conditions resulting in diminished liquidity or credit availability, increases in inflation
rates, rising interest rates, declines in consumer confidence, declines in economic growth, or uncertainty about economic stability, may
lead to a material reduction in sales of our products by our retail partners. Any reduction in sales by, or loss of, our current retail
partners or customer demand, or credit risks associated with our retail partners, could harm our business, financial condition, results
of operations, and cash flow.

Risks Related to Our Business

We have a limited operating
history which makes it difficult to evaluate our business and prospects.

We have a limited operating history, which makes it difficult to evaluate
our business and prospects to forecast our future results. We were founded in 2019. Although we have experienced substantial revenue growth
on an annual basis, we have incurred losses since inception. As of December 31, 2025, we had an approximate accumulated deficit of $(109.8)
million USD. There can be no assurance that revenue growth will continue in the future. In addition, we may experience substantial fluctuations
in operating results in the future caused by various factors, including:

● general economic conditions;

● specific economic conditions in the food and agriculture
industry;

● the impact of inflation and rising interest rates across
the economy, including higher food, grocery, raw materials, transportation, energy, labor and fuel costs;

● increases in the price of raw materials, labor, wages or
other inputs that our suppliers use in manufacturing and supplying products, along with logistics, transportation, shipping and other
related costs, may lead to higher production and shipping costs for our products. Any increase in the cost of inputs to our production
could lead to higher costs for products in retail channels and could negatively impact our operating results and future profitability;

● the introduction of new products by us or our competitors;
and

● the mix of products sold and the mix of channels through
which those products are sold.

As a strategic response to a changing
competitive environment, we may elect from time to time to make, among other things, certain pricing, product, or marketing decisions,
and any such decisions could have a material adverse effect on our periodic results of operations, including revenue and profits from
quarter to quarter.

The loss of key personnel,
or failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends to a significant
degree upon the continued contributions of our senior operating management, including our co-founders, Reza Soltanzadeh, Chief Executive
Officer, and Barthelemy Helg, non-executive Chairman of the Board. The loss of the services of Mr. Soltanzadeh or Mr. Helg could have
a material adverse effect on our business, financial condition, results of operations, and cash flow. Our success and future growth also
will depend on our ability to attract and retain qualified management, manufacturing, technical and sales and marketing personnel. Competition
for such personnel in the industry is intense. There can be no assurance that we will be successful in attracting and retaining such personnel.

15

Our management team has
limited experience managing a public company.

Some members of our management team
have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly
complex laws pertaining to public companies. Our management team may not successfully or efficiently manage being a public company that
is subject to significant regulatory oversight and reporting obligations under the federal, foreign and state or provincial securities
laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents will require significant attention
from our senior management and could divert their attention away from the day-to-day management of our business, which could harm its
business, financial condition, results of operations, and cash flow.

Our Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”) collectively have limited prior experience managing a public company and limited prior
public company financial reporting experience. They are and will continue to be heavily dependent on engaging and dealing with outside
professional advisors, primarily accountants, lawyers, and financial advisors who are not and will not be affiliated with our independent
auditors. We do not have any formal arrangements with professionals to help our CEO and CFO and cannot provide any assurances that we
will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable to us.

We will incur significant
increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance
initiatives.

As a public company, we incur significant
legal, accounting, and other expenses that we did not incur as a private company. We are subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that we file with the SEC annual,
quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules
adopted by the SEC and The Nasdaq Capital Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on
public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes
in corporate governance practices. Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes
significant corporate governance and executive compensation related provisions on public companies. Recent legislation permits companies
that are emerging growth companies within the meaning of the federal securities laws (each, an “EGC”) to implement many of
these requirements over a longer period and up to five years from the pricing of their initial public offering. Shareholder activism,
the current political environment and government intervention and regulatory reform may lead to substantial new regulations and disclosure
obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways that cannot
currently be anticipated.

It is anticipated that the rules and
regulations applicable to public companies have increased and will continue to increase substantially the legal and financial compliance
costs incurred by us and make some activities more time-consuming and costly. If these requirements divert the attention of our management
and personnel from other business concerns, they could have an adverse effect on our business. The increased costs will decrease our net
income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of its products
or services. For example, it is expected that these rules and regulations will make it more difficult and more expensive for us to obtain
director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.
The amount or timing of additional costs we may incur to respond to these requirements cannot be predicted or estimated. The impact of
these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors
or our board committees or as executive officers.

Our dependence on suppliers
may materially adversely affect our operating results and financial position.

We have no long-term contracts with
our suppliers. Although we attempt to maintain generally a minimum of two vendors for each required food ingredient, certain raw materials
and products used by us in processing our products are currently acquired or available from only one source. For example, Puris Foods
is our preferred supplier of the pea protein used for our ramen products. We have from time-to-time experienced significant delays in
the receipt of certain of our ingredients. In the event of a disruption or other business issue with our preferred provider, we would
source our pea protein from one of our other providers. A failure by a supplier to deliver quality ingredients on a timely basis, or the
inability to develop alternative sources if and as required, could result in delays which could materially adversely affect our operating
results and financial position.

16

Manufacturing and production
forecasts are based on multiple assumptions. We must adequately estimate our manufacturing capacity and inventory supply. If we overestimate
our demand and overbuild our capacity or inventory, we may have significantly underutilized assets. Underutilization of our manufacturing
facilities can adversely affect our gross margin and other operating results.

We must accurately forecast demand for
each of our products and inventory needs in order to ensure we have adequate available manufacturing capacity for each such product and
to ensure we are effectively managing our inventory. Our forecasts are based on multiple assumptions which may cause our estimates to
be inaccurate and affect our ability to obtain adequate manufacturing capacity and adequate inventory supply in order to meet the demand
for our products, which could prevent us from meeting increased customer demand and harm our brand and our business and, in some cases,
may result in fines or indemnification obligations we must pay customers or distributors if we are unable to fulfill orders placed by
them in a timely manner or at all. If we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized
assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results. If demand
for our products experiences a prolonged decrease, we may be required to terminate or make penalty-type payments under certain supply
chain arrangements, close or idle facilities and write down our long-lived assets, which would increase expenses.

If demand does not materialize at the
rate forecasted, we may not be able to scale back our manufacturing expenses or overhead costs quickly enough to correspond to the lower
than expected demand. If product demand decreases or we fail to forecast demand accurately, our results may be adversely impacted due
to higher costs resulting from lower manufacturing utilization, causing higher fixed costs per unit produced. Further, we may be required
to recognize excess or obsolete inventory write-off charges, or excess capacity charges, which would have a material negative impact on
our business, financial condition, results of operations and cash flow.

We may experience volatility
in costs for ingredients and packaging due to conditions that are difficult to predict.

We purchase large quantities of food
ingredients. In addition, we purchase and use significant quantities of paper and film to package our products. Costs of food ingredients
and packaging are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources,
weather conditions, consumer demand, and changes in governmental trade and agricultural programs. Volatility in the prices of ingredients
and other supplies we purchase could increase our cost of sales and reduce our profitability. Moreover, we may not be able to implement
price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes.
If we are not successful in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs
or if such price increases reduce our sales volumes, then such increases in costs may materially adversely affect our business, financial
condition, results of operations and cash flow.

These risks have been significantly heightened by the 2026 Iran war and the closure of the Strait of Hormuz,
which have disrupted global markets for energy, petrochemicals, and fertilizer. The resulting increases in energy costs directly affect
our utility, freight, and packaging costs, while fertilizer price increases may increase the cost of wheat, flour, and other crop-based
ingredients used in our products. These cost pressures may persist for an extended period regardless of when the geopolitical conflict
is resolved and may not be fully offset through pricing actions or other mitigation measures.

Our future success will
depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products
that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry
standards and other technological changes on a timely and cost- effective basis.

The market for processing our food products
is characterized by rapidly changing technology, evolving industry standards, changes in customer needs and preferences and frequent new
product introductions. Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current
food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and
influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis. There can be
no assurance that we will be successful in developing new food products or enhancing our existing food products on a timely basis, or
that such new food products or enhancements will achieve market acceptance. In addition, there can be no assurance that food products
or technologies developed by others will not render our food products or technology uncompetitive or obsolete.

17

Adverse climate conditions
may have an adverse effect on our business. We may take various actions to mitigate our business risks associated with climate change,
which may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with
the longer-term projections associated with managing climate risks.

Increasing concentrations of greenhouse
gases in the atmosphere have generally been concluded to lead to increased ambient global temperatures, as well as changes in weather
patterns and the frequency and severity of extreme weather and natural disasters. Adverse climate conditions, weather patterns, and the
impact of such conditions and patterns such as drought, flood, wildfires, and rising ambient temperatures adversely impact product cultivation
conditions for farmers and agricultural productivity, including by disrupting ecosystems and severely altering the growing conditions,
nutrient levels, soil moisture, and water availability necessary for the growth and cultivation of crops, which would adversely affect
the product quality, availability or cost of certain commodities that are necessary for our products, such as flour, paper, and edible
oil. Due to climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable
pricing for water, which could adversely impact our manufacturing and distribution operations. These and other changes to the physical
environment may adversely impact our operations or those of the suppliers on whom we rely. While we may take various actions to mitigate
our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among
other things, the uncertainty associated with managing climate risks. Such climate risks may materially adversely affect our business,
results of operations and financial condition.

The spread of contagious
diseases, natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife,
and other geopolitical uncertainty may cause global economic disruption, and its impact on our business is uncertain.

The global economy can be negatively
impacted by a variety of factors such as the spread or fear of spread of contagious diseases (pandemics, epidemics, or other public health
crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war,
terrorist activity, political unrest, civil strife, and other geopolitical uncertainty. Such adverse and uncertain economic conditions
may impact distributor, retailer, foodservice, and consumer demand for our products and may lead to material and volatile increases in
commodity pricing of raw materials used by us and in other costs incurred by us. For example, in connection with the war in Ukraine, governments
in the U.S., U.K. and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry
sectors and parties in Russia. The uncertainty resulting from the military conflict in Europe has given rise and may continue to give
rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global
trade. Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which
could materially adversely affect our business and/or our supply chain, business partners or customers in the broader region, including
potential destabilizing effects that such conflicts may pose for the European continent or the global oil and natural gas markets. In
addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice
customers, consumers, and creditors may suffer.

As global economic conditions and commodity
pricing of raw materials used by us continue to be volatile or uncertain and recessionary or inflationary pressures exist, trends in consumer
discretionary spending also remain unpredictable and subject to changes. We have seen consumers shift purchases to lower-priced or other
perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced
access to credit, change in federal economic policy and recent international trade disputes. In particular, consumers have reduced the
amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have
lower retail prices. In addition, consumers may choose to purchase private label products, rather than branded products, because they
are generally less expensive. Distributors, retailers and foodservice customers have become more conservative in response to these conditions
and have sought to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase
sales volume with our existing distributors, retailer and foodservice customers, our ability to attract new consumers, the financial condition
of our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in demand for our products
without a corresponding decrease in costs could put downward pressure on margins and may materially adversely impact our financial results
and financial position. Prolonged unfavorable economic conditions or uncertainty would be expected to have an adverse effect on our sales
and profitability, which could be material, and may result in consumers making long-lasting changes to their discretionary spending behavior
on a more permanent basis.

18

Consumer spending habits,
including discretionary spending on food products such as ours, are affected by many factors including:

● prevailing economic conditions, including interest rates;

● energy costs, especially gasoline prices;

● levels of employment;

● salaries and wage rates, including tax rates;

● other taxes;

● increased uncertainty related to tariffs;

● impacts on food prices, especially in regard to our supplies; and

● consumer confidence.

Weakness or uncertainty regarding the
economy, both domestic and international, as a result of reactions to consumer credit availability, increasing energy prices, inflation,
increasing interest rates, tariffs, unemployment, pandemics and other outbreaks of illness, such as a higher than average rate of influenza,
adverse weather conditions, natural disasters, war, terrorist activity or other unforeseen events could materially adversely affect consumer
spending habits, which may result in lower operating revenue and materially adversely affect our business, financial condition, results
of operations and cash flow.

We face market competition,
and if we are unable to compete effectively with our competitors, our business and operating results could be materially adversely affected.

The food and agriculture business is
highly competitive, and faces increased competition as a result of consolidation, channel proliferation, and the growth of online food
retailers and new market participants. Currently, the leading providers of food and agriculture products include large food and agriculture
companies, as well as a number of smaller companies. Many of these companies possess financial resources significantly greater than those
of ours, and accordingly, could initiate and support prolonged price competition to gain market share. In particular, the large food and
agriculture companies could significantly undercut our pricing for our products. If significant price competition were to develop, we
likely would be forced to lower our prices, possibly for a protracted period, which would have a material adverse effect on our business,
financial condition, results of operations and cash flow and could threaten our economic viability. In addition, many of these large competitors
possess marketing, agricultural and food processing resources greater than those of ours. Smaller competitors, although often faced with
financial barriers, typically compete on the basis of their ability to create niche markets by rapidly introducing products of interest
to local customers and then expanding. The resulting price pressure and niche loyalties could present substantial competitive challenges
for us.

A portion of our revenue
is derived from key customers, and changes in these relationships could affect our business.

We generate a portion of our revenue
from a group of significant customers. While our customer base has become more diversified, our business remains dependent on maintaining
relationships with key customers.

Changes in these relationships, including
reductions in orders, changes in purchasing patterns, or the loss of one or more significant customers, could adversely affect our revenue
and results of operations.

In addition, customer demand for our
products may fluctuate due to factors beyond our control, including changes in consumer preferences, inventory management practices, and
broader economic conditions.

19

We may not continue to grow
or maintain our active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends
and preferences.

There are a number of trends in consumer
preferences which have an impact on us and the food industry as a whole. These include, among others, preferences for speed, convenience
and ease of food preparation, natural, nutritious, and well- proportioned meals, products that are sustainably sourced and produced and
are otherwise environmentally friendly, as well as a recent trend toward meat substitutes. Concerns as to the health impacts and nutritional
value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels
of salt, sugar, and fat and to eliminate trans-fatty acids and certain other ingredients. Consumer preferences are also shaped by concern
over waste reduction and the environmental impact of products. Our success depends on both the continued appeal of our products and, given
the varied backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum
of preferences. Any shift in consumer preferences in the material markets in which we operate could have a material adverse effect on
our business. Consumer tastes are also susceptible to change. In addition, the growing presence of alternative retail channels could negatively
impact our sales if we fail to adapt. For example, consumers with increasingly busy lifestyles are choosing the online grocery channel
as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas. Our
competitiveness, therefore, depends on our ability to predict and quickly adapt to consumer preferences and trends, exploiting profitable
opportunities for product development without alienating our existing consumer base or focusing excessive resources or attention on unprofitable
or short-lived trends. All of these efforts require significant research and development and marketing investments. If we are unable to
respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, our sales volumes and margins could
be materially adversely affected.

If we fail to maintain adequate
operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain
our competitive position and high-level customer satisfaction.

We must continue to expand in order
to maintain our competitive position and continue to meet our customers’ increasing demands for product, variety, quality and availability,
and price/performance targets. Our ability to grow depends, to a significant extent, on our ability to expand our food processing operations,
which requires significant advance capital expenditures, as well as advance expenditures and commitments for facilities, personnel, and
advertising. Timely access to capital markets is essential for us to achieve our business plan. We will need to raise additional capital
from equity or debt sources in order to finance our growth and capital expenditures contemplated for future periods. There can be no assurance
that we will be able to raise such capital on favorable terms or at all. In the event that we are unable to obtain such additional capital,
we may be required to reduce the scope of our presently anticipated expansion. Our inability to achieve projected growth could have a
material adverse effect on our financial condition, results of operations and cash flow and could adversely impact our ability to compete.

We will need to grow the size of our organization, and we may experience difficulties in managing this growth.

We are currently experiencing rapid
growth and expansion. This rapid growth has placed, and is expected to continue to place, a significant strain on our administrative,
operational, and financial resources and increased demands on our systems and controls. While we believe that our operating and financial
control systems and controls are adequate to address expansion plans for the next 12 months, there can be no assurance that such systems
and controls will be adequate to maintain and effectively monitor future growth. Failure to continue to upgrade our operating and financial
control systems or unexpected expansion difficulties could adversely affect our business, financial condition, results of operations and
cash flow. We anticipate that our continued growth will require us to recruit and hire a substantial number of new managerial, agricultural
and food processing, and sales and marketing personnel.

20

Geopolitical conflicts, including the war
in Iran and the closure of the Strait of Hormuz, have disrupted global energy and commodity markets and could materially adversely affect
our business.

The ongoing war involving the United States and
Israel against Iran, which began on February 28, 2026, has caused severe disruption to global energy, commodity, and supply chain markets.
Iran’s closure of the Strait of Hormuz, a critical maritime chokepoint through which approximately 20% of the world’s seaborne oil and
a significant share of global liquefied natural gas pass, has been described by the International Energy Agency as the largest supply
disruption in the history of the global oil market. Oil prices have surged significantly since the conflict began, and the closure has
disrupted global trade in energy, fertilizer, petrochemicals, and other commodities.

These disruptions directly affect our business
in several ways:

● Energy and fuel costs. The surge in oil and natural gas prices
has increased transportation, freight, and utility costs at our manufacturing facility in Saluda, South Carolina, and throughout our
distribution network.

● Packaging costs. A substantial portion of global polyethylene
and polypropylene exports originates from the Middle East and relies on the Strait of Hormuz for shipping. The disruption to petrochemical
supply chains has increased the cost of plastic packaging materials used for our products.

● Fertilizer and ingredient costs. The Strait of Hormuz is a major
transit route for globally traded fertilizer, including nitrogen-based fertilizers produced from natural gas. Rising fertilizer costs
increase the cost of crops, including wheat and other grains used in our products.

● Macroeconomic conditions. Elevated energy prices, inflationary
pressures, and heightened geopolitical uncertainty may reduce consumer disposable income and discretionary spending, including spending
on our products.

Peace talks between the United States and Iran
have not yielded a resolution as of the date of this filing, and the duration and geographic scope of the conflict remain uncertain. If
the Strait of Hormuz remains closed for an extended period, or if the conflict escalates further, the impact on global commodity markets,
supply chains, and macroeconomic conditions could be severe and prolonged. Industry analysts have projected that the impact on food prices
and packaging costs may persist for 12 to 24 months even after the underlying geopolitical conflict is resolved.

In addition, the continuing war in Ukraine and related sanctions continue
to contribute to volatility in energy and grain markets. The combined effect of these geopolitical events on global energy, food, and
commodity markets could materially adversely affect our business, financial condition, results of operations, and cash flows.

We are subject to risks
related to the availability and cost of agricultural commodities and ingredients, which are largely dependent on factors outside of our
control.

Our ability to secure a consistent supply
of ingredients at competitive prices depends on factors beyond our control, including agricultural conditions, the availability and scale
of farms producing key crops (such as wheat and peas), the financial stability of suppliers, and broader economic conditions. These factors
may be further affected by geopolitical events, including ongoing conflicts in Ukraine and the Middle East, related sanctions, trade restrictions,
and disruptions to global energy markets, transportation routes, and supply chains.

The ingredients used in our products
are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, earthquakes,
hurricanes, extreme temperatures, frosts, and pest infestations, as well as longer-term shifts in climate patterns. These conditions can
reduce crop yields and quality and increase volatility in supply and pricing, which may increase our cost of goods sold and adversely
affect our margins.

21

We source certain ingredients and materials
internationally, and their price and availability may be affected by political instability, tariffs, trade policies, currency fluctuations,
and the outbreak or escalation of hostilities or war, as well as disruptions to shipping routes or ports. In addition, we compete with
other food producers for key ingredients, and supply constraints or increased demand may result in higher costs or limited availability.

If we are unable to obtain sufficient
quantities of ingredients that meet our quality standards on favorable terms, or at all, our ability to manufacture and supply products
may be adversely affected, which could materially adversely affect our business, financial condition, results of operations, and cash
flows.

Our business may be affected
by evolving expectations relating to environmental and sustainability matters.

Stakeholders, including customers and
investors, have expressed and may continue to express expectations regarding environmental, sustainability, and sourcing practices. These
expectations may influence purchasing decisions, brand perception, and business relationships.

In addition, our public statements or
initiatives relating to these matters may expose us to reputational risk if such statements are challenged or not achieved. Conversely,
our decisions regarding whether and how to address these matters may also impact our brand and customer relationships.

Changes
in commodity costs and other operating costs could materially adversely affect our results of operations.

Our
profitability depends in part on our ability to manage changes in commodity costs, including key ingredients such as grains and plant-based
inputs, as well as fuel, utilities, distribution, and labor costs. These costs are subject to volatility due to factors beyond our control,
including general economic conditions, inflation, supply and demand dynamics, and energy prices.

Increases
in commodity and operating costs may not be fully offset through pricing actions or other cost mitigation measures, and any inability
to do so could adversely affect our margins and results of operations.

In
addition, weather variability and longer-term changes in climate patterns may impact the availability and cost of certain ingredients.
Our efforts to source ingredients that meet our product specifications and sourcing standards may also result in higher or more variable
input costs.

These
risks have been heightened by the 2026 Iran war and the closure of the Strait of Hormuz. The resulting disruptions to global energy and
petrochemical markets have increased our utility, freight, and packaging costs and may continue to do so for an extended period. In addition,
fertilizer price increases attributable to the disruption of Strait of Hormuz trade routes may increase the cost of wheat, flour, and
other crop-based ingredients used in our products.

Risks
Related to Technology and Intellectual Property

Our
success depends in part on our ability to innovate and respond to changing consumer preferences and industry developments.

The
market for our products is characterized by evolving consumer preferences, changing industry standards, and ongoing product innovation.
Our future success depends, in part, on our ability to enhance existing products, develop new products that meet changing customer needs,
and respond to technological and industry developments in a timely and cost-effective manner.

22

There
can be no assurance that we will successfully develop new products or improve existing products, or that such products will achieve market
acceptance. In addition, products or technologies developed by competitors may render our offerings less competitive or obsolete.

Our
business depends on our ability to protect our intellectual property and proprietary technology.

Our
success and ability to compete depend in part on our proprietary technology, formulations, and processes. We rely on a combination of
patent, trademark, copyright, and trade secret laws, as well as contractual protections, to protect our intellectual property.

These
protections may be limited, and there can be no assurance that they will prevent misappropriation or unauthorized use of our technology,
or that competitors will not independently develop similar or superior technologies.

Our
intellectual property rights may be difficult to enforce and may not provide meaningful protection.

Our
commercial success depends in part on our ability to secure and enforce intellectual property rights. We may not be successful in obtaining
or maintaining patent protection for our technologies, and any patents that are issued may be challenged, invalidated, or circumvented.

In
addition, intellectual property laws, including patent laws, are complex and subject to evolving interpretation, which may affect the
scope and enforceability of our rights. As a result, our intellectual property may not provide us with a sustained competitive advantage.

Cybersecurity
incidents or disruptions to our information technology systems could adversely affect our business.

We
rely on information technology systems and third-party service providers to support our operations. These systems may be vulnerable to
cybersecurity incidents, including unauthorized access, data breaches, malware, phishing, and other attacks.

A
cybersecurity incident could result in the loss, theft, or unauthorized disclosure of sensitive information, disruption of our operations,
reputational harm, and potential legal or financial exposure. While we maintain measures designed to protect our systems, such measures
may not be effective against all threats, which continue to evolve in sophistication.

We
also rely on third-party service providers, including cloud-based platforms, and any failure of these providers to maintain adequate
security could adversely affect our operations.

We
have experienced cybersecurity incidents in the past, and while such incidents have not had a material impact to date, there can be no
assurance that future incidents will not have a material adverse effect on our business.

Our
insurance coverage may be insufficient to cover certain risks.

Our
insurance coverage, including general liability and cyber liability insurance, may not be available on acceptable terms or in sufficient
amounts to cover potential claims. In addition, insurers may deny coverage for certain claims.

Any
uninsured or underinsured losses, or changes in insurance coverage, including increased premiums or deductibles, could adversely affect
our financial condition and results of operations.

23

Risks
Related to Legal and Regulatory Matters

We
are subject to government regulation and failure to comply could adversely affect our business.

Our
operations are subject to extensive regulation by the FDA, the U.S. Department of Agriculture and other national, state, and local authorities.
Specifically, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive
regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under
this program the FDA regulates manufacturing practices for foods through its current good manufacturing practices (“GMPs”)
regulations and specifies the recipes for certain foods. Our processing facilities and products are subject to periodic inspection by
federal, state, and local authorities.

We
seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance
and contracting with third- party laboratories that conduct analyses of products for the nutritional-labeling requirements. However,
failure to comply with applicable laws, regulations, or permit and licensing requirements could result in fines, injunctions, product
recalls, seizures, or other enforcement actions, which could adversely affect our business, financial condition, and results of operations.

Changes
in laws and regulations could adversely affect our business.

The
manufacture and marketing of food products is highly regulated. We are subject to a variety of laws and regulations, which apply to many
aspects of our business, including the sourcing of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale,
quality, and safety of our products. Laws and regulations are subject to change or to the adoption of new laws and regulations. Since
the food industry is rapidly changing due to technological and other developments, there is a material likelihood that the laws and regulations
applicable to us and our business will change or be newly adopted, particularly since we expect to be a developer or early adopter of
technological and other developments in the food industry.

For
example, regulatory authorities in the United States, Canada, Europe, and other jurisdictions may impose restrictions on the terminology
used to describe plant-based products. If we are required to modify product labeling or marketing practices, or if our products are deemed
misbranded, we could be subject to enforcement actions or required to recall or relabel products, which could adversely affect our business.

Changes
in or the adoption of laws and regulations could have a material effect on us, our business, financial condition, results of operations
and cash flow.

We
are subject to risks associated with international sales and expansion.

A
key component of our strategy is to expand sales of our products into international markets. Our existing and future international sales
expose us to risks associated with operating across multiple jurisdictions, including compliance with varying regulatory requirements,
tariffs and trade restrictions, and changes in trade policies.

In
addition, international sales may involve longer payment cycles, increased logistics complexity, currency fluctuations, and reliance
on distributors or other third parties.

Our
ability to expand international sales will depend on a number of factors, including our ability to obtain sufficient financing, establish
and maintain relationships with distributors and customers, navigate regulatory requirements, and compete effectively in new markets.
There can be no assurance that we will be successful in executing our international sales strategy.

24

Climate-related
laws, regulations and evolving expectations may adversely affect our business.

Federal,
state, and local governments, as well as customers, consumers, and investors, have increased their focus on climate change and other
environmental matters. As a result, we may be subject to new or evolving laws, regulations, and disclosure requirements relating to environmental
matters.

Compliance
with such requirements may increase our costs, require changes to our operations or sourcing practices, or impact how we market our products.
In addition, evolving stakeholder expectations may influence purchasing decisions, customer relationships, and investor sentiment.

Failure
to comply with applicable requirements, or to meet evolving expectations, could adversely affect our business, financial condition, and
results of operations.

Risks Related to Ownership of Our Securities

Raising
additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies
or product candidates.

Until
such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination
of equity offerings, debt financings, collaboration, and distribution arrangements. We do not have any committed source of additional
capital. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our shareholders’
interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’
rights as a common shareholder. Any debt financing and preferred equity financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, selling our assets, making
capital expenditures, declaring dividends or encumbering our assets to secure future indebtedness.

If
we raise additional funds through collaboration, distribution or licensing arrangements with third parties, we may have to relinquish
valuable rights to our technologies, future revenue streams on terms that may not be favorable to us. If we are unable to raise additional
funds through equity or debt financings or other arrangements when needed or on terms acceptable to us, we would be required to delay,
limit, reduce or terminate our business operations, sell assets of the Company or seek protection from creditors under bankruptcy laws.

If
we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial
results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm
our business and the trading price of our Common Shares. As described in Item 9.A, “Controls and Procedures,” management
has identified a material weakness in our internal control over financial reporting as of December 31, 2025 relating to insufficient
accounting and financial reporting resources, lack of segregation of duties, and inadequate controls over related party transactions
and debt covenant compliance. This material weakness has not been remediated as of the date of this Annual Report.

Effective
internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure
controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered
in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection
with our review of the adequacy of our disclosure controls and procedures or internal controls over financial reporting, or any subsequent
testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting
that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify
other areas for further attention or improvement.

25

We
will be required to disclose changes made in our internal controls and procedures on a quarterly basis and our management will be required
to assess the effectiveness of these controls annually. However, for as long as we are an EGC, our independent registered public accounting
firm will not be required to attest to the effectiveness of our internal controls over financial reporting. We could be an EGC for up
to five years. An independent assessment of the effectiveness of our internal controls over financial reporting could detect problems
that our management’s assessment might not. Undetected material weaknesses in our internal controls over financial reporting could
lead to restatements of our financial statements and require us to incur the expense of remediation.

Our
Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely affect our ability to take actions
that could be deemed beneficial to our shareholders.

As
an Ontario, Canada company, we are subject to different corporate requirements than a corporation organized under the laws of the United
States. Our Articles, our By-laws as well as the Ontario Business Corporation Act (“OBCA”), set forth various rights
and obligations that are unique to us as an Ontario company. These requirements may limit or otherwise adversely affect our ability to
take actions that could be beneficial to our shareholders.

Provisions
of the laws of the Province of Ontario and the federal laws of Canada may also have the effect of delaying or preventing a change of
control or changes in our management. For example, the OBCA includes provisions that require any shareholder proposal that includes nominations
for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares
or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

The
Investment Canada Act (or “ICA”) requires that a non-Canadian must file an application for review with the Minister
responsible for the ICA and obtain approval of the Minister prior to acquiring direct control of a “Canadian business” within
the meaning of the ICA, where prescribed financial thresholds are exceeded. As a “Canadian business,” an acquisition of control
of us by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded. Furthermore, limitations on the ability
to acquire and hold our Common Shares may be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition
appointed under the Competition Act (Canada) to review any acquisition or establishment, directly or indirectly, including through the
acquisition of shares, of control over or of a significant interest in us.

U.S.
shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or our board of directors.

We
are a corporation organized under the laws of the Province of Ontario, Canada with our registered office and domicile in Ontario. Moreover,
a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets
of such persons are or may be located outside the United States. As a result, investors may not be able to effect service of process
within the United States upon the Company or upon such persons, or to enforce judgments obtained against the Company or such persons
in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United
States. It is uncertain as to whether the courts of Ontario would entertain original actions based on U.S. federal or state securities
laws, or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability
under U.S. federal or state securities laws. The United States and Canada currently do not have a treaty providing for the reciprocal
recognition and enforcement of judgments.

The
price of our Common Shares may be volatile, and you could lose all or part of your investment.

The
trading price of our Common Shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations
in response to various factors, some of which are beyond our control, including limited trading volume. These factors include:

● changes
in laws or regulations applicable to our products;

● adverse
developments concerning our manufacturers or our manufacturing plans;

● our
ability to effectively manage its growth;

● announcements
of significant acquisitions, strategic partnerships, joint ventures, or capital commitments
by us or our competitors;

26

● actual
or anticipated variations in quarterly operating results;

● our
cash position;

● developments
relating to our financing arrangements, including compliance with debt covenants or access
to capital;

● our
failure to meet the estimates and projections of the investment community or that we may
otherwise provide to the public;

● changes
in the market valuations of similar companies;

● overall
performance of the equity markets;

● sales
of the Company Common Shares by us or our shareholders in the future;

● trading
volume of the Company Common Shares;

● changes
in accounting practices;

● ineffectiveness
of our internal controls;

● disputes
or other developments relating to proprietary rights, including patents, litigation matters,
and our ability to obtain patent protection for our technologies;

● significant
lawsuits, including patent or shareholder litigation;

● general
political and economic conditions; and

● other
events or factors, many of which are beyond our control.

We
may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in us and may
depress the market price of our shares.

We
may issue additional shares or other equity securities in the future in connection with, among other things, future acquisitions, repayment
of outstanding indebtedness or grants under the Incentive Plan without shareholder approval in a number of circumstances.

The
issuance of additional shares or other equity securities could have one or more of the following effects:

● our
existing shareholders’ proportionate ownership interest will decrease;

● the
amount of cash available per share, including for payment of dividends in the future, may
decrease;

● the
relative voting strength of each previously outstanding share may be diminished; and

● the
market price of our shares may decline.

We are not currently in compliance with certain Nasdaq listing
requirements, and failure to regain compliance could result in delisting of our securities.

On January 12, 2026, we received written notice
from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that we are not in compliance
with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the
end of their fiscal year. On March 2, 2026, Nasdaq accepted our compliance plan and granted us an extension until June 29, 2026 to hold
our annual shareholders’ meeting and regain compliance.

27

If we fail to hold our annual meeting by June 29, 2026, Nasdaq may
issue a delisting determination, although we would have the right to appeal. A delisting of our Common Shares from Nasdaq could materially
adversely affect the liquidity and trading price of our securities, limit our ability to raise capital, and reduce the value of your investment.

In addition, our Common Shares may become subject to additional listing
requirements, including minimum bid price, market capitalization, and other continued listing standards. Our ability to satisfy these
requirements depends on factors including our financial condition, the market price of our Common Shares, and investor sentiment, which
may be adversely affected by the events described in these risk factors. There can be no assurance that we will maintain compliance
with all applicable Nasdaq listing requirements.

Our Board of Directors has been reconstituted
at the direction of our lender, and two of our directors were appointed pursuant to requirements of the Oxus Credit Agreement.

Pursuant
to the Oxus Credit Agreement, the Company was required, no later than May 11, 2026, to revise the composition of its Board of Directors
and appointing Pavel Mynzhanov and Zaure Algaziyeva (or such other individuals
acceptable to the Lender in its sole discretion). Mr. Mynzhanov has served as a Director of Oxus Capital PTE Ltd. since June 2022.

The appointment of lender-designated directors
may affect the Board’s ability to act independently of Oxus’s interests as our creditor, equity holder, and party to the Conversion Agreement.
There can be no assurance that the interests of the lender-appointed directors will be aligned with the interests of our other shareholders
in all circumstances, including in connection with decisions regarding the Conversion Agreement, additional financing, asset dispositions,
or other material transactions.

General
Risk Factors

The
global scope of our business subjects us to risks that could negatively affect our business.

We
operate in multiple countries and are subject to differing and evolving economic, regulatory, and geopolitical conditions. Our ability
to achieve our business objectives depends, in part, on our ability to operate effectively across these environments.

Our
international sales expose us to risks including changes in trade policies, tariffs, sanctions, and other governmental actions, as well
as geopolitical instability, including acts of war or other hostilities. These factors may impact our supply chain, costs, and customer
demand.

In
addition, certain markets may present increased risks, including political or economic instability, regulatory uncertainty, and challenges
in enforcing contractual rights. Our failure to manage these risks could adversely affect our business and financial results.

Unfavorable
general economic conditions could adversely affect our business, financial condition, results of operation and cash flow.

Our
business, financial condition, results of operations and cash flow are substantially affected by economic conditions, including inflationary
pressures, which can vary significantly by market and can impact consumer disposable income levels and spending habits. Economic conditions
can be impacted by a variety of factors, including hostilities, epidemics, pandemics and actions taken by governments to manage national
and international economic matters, whether through austerity, stimulus measures or trade measures, and initiatives intended to control
wages, unemployment, credit availability, inflation, taxation and other economic drivers. Sustained adverse economic conditions or periodic
adverse changes in economic conditions put pressure on our operating performance and business continuity disruption planning, and our
business, financial condition, results of operations and cash flow may suffer as a result.

28

Tariffs, trade restrictions, and the evolving
U.S.-Canada trade environment, including the outcome of the CUSMA review process, could increase our costs and adversely affect our operations.

Our business is subject to tariffs, duties, and
other trade restrictions that may increase our input costs, affect our supply chain, or limit our ability to source materials or sell
products in certain markets.

Since early 2025, the United States and Canada
have been engaged in a significant trade dispute involving reciprocal tariffs. In February 2026, the U.S. Supreme Court struck down certain
tariffs previously imposed under the International Emergency Economic Powers Act. The U.S. administration subsequently imposed a global
10% tariff under Section 122 of the Trade Act of 1974, with CUSMA-compliant goods generally exempt. However, tariffs on steel, aluminum,
and certain derivative products remain in effect at elevated rates under Section 232 of the Trade Expansion Act of 1962, with no CUSMA
exemption. Canada has imposed retaliatory counter-tariffs on certain U.S. imports, including tariffs on steel and aluminum products.

As a Canadian-incorporated company with U.S.-based
manufacturing operations, we face a complex and evolving tariff environment. Our products are manufactured in the United States and sold
domestically and internationally, including in Canada and Latin America. We source certain ingredients and materials from suppliers in
the United States, Canada, and other jurisdictions. Changes in tariff rates, the availability or scope of CUSMA exemptions, the outcome
of the CUSMA review process (which is currently scheduled for July 1, 2026), or the imposition of new tariffs or trade restrictions by
the United States, Canada, or other countries could increase our raw material or distribution costs, affect the competitiveness of our
products, or disrupt our supply chain.

We may not be able to shift supply arrangements
to alternative sources on acceptable terms, or at all. Price increases to offset higher costs could reduce demand for our products. The
imposition of tariffs or trade restrictions by foreign jurisdictions on our products could make our products less competitive in those
markets. Any of these factors could materially adversely affect our business, financial condition, results of operations, and cash flows.

We are also subject to importation-related regulations,
including those enforced by U.S. Customs and Border Protection (“CBP”), such as withhold release orders. The imposition of duties,
quotas, or other trade measures, the withdrawal or modification of trade agreements, or delays or detentions of our shipments by CBP could
disrupt our supply chain and adversely affect our operations and financial results.

The 2026 Iran war and related energy market
disruptions may contribute to a broader economic downturn, inflation, and recession, which could materially adversely affect consumer
demand for our products and impair our ability to raise capital.

The 2026 Iran war and the closure of the Strait
of Hormuz have triggered a global energy supply disruption that has been characterized as the largest in the history of the world oil
market. The resulting surge in oil, natural gas, and petrochemical prices has contributed to broad-based inflationary pressures across
the global economy, including elevated fuel costs, transportation costs, and food prices. Central banks may delay or reverse planned interest
rate reductions in response to higher inflation, which could further constrain consumer spending and economic growth.

The Federal Reserve Bank of Dallas has estimated
that the Strait of Hormuz closure could reduce global real GDP growth by approximately 2.9 percentage points on an annualized basis. Industry
observers have projected that elevated food and packaging costs may persist for 12 to 24 months even after the conflict ends. If these
conditions result in a sustained economic downturn, recession, or prolonged period of elevated inflation, consumer demand for our products
could decline, and our ability to maintain pricing, margins, and profitability could be adversely affected.

In addition, our ability to raise capital, refinance our debt, and
attract new investors or lenders may be adversely affected by broader market volatility and investor risk aversion associated with geopolitical
uncertainty and macroeconomic deterioration. These conditions may compound the liquidity and going concern risks described elsewhere
in these risk factors.

29

Economic
recessions or downturns could impair our company and harm our business, financial condition, operating results and cash flow.

Our
Company may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Adverse economic
conditions also may decrease the value of collateral securing some of our loans. Economic slowdowns or recessions could lead to financial
losses and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit
our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing
investments and harm our operating results.

Our
failure to satisfy financial or operating covenants imposed by our lenders could lead to defaults and, potentially, termination of our
loans and foreclosure on our secured assets, which could trigger cross-defaults under other agreements and jeopardize our ability to
meet our obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default
or to negotiate new terms.

Inflationary
pressures have been elevated in recent years, and there is a risk of the economy entering a recession. Any such recession could negatively
impact the businesses in which we operate in. These impacts may include:

● severe
declines in the market price of our securities;

● inability
of the Company to service our debt;

● declines
in the value of our investments;

● increased
risk of default or bankruptcy;

● increased
risk of our ability to weather an extended cessation of normal economic activity and thereby
impairing their ability to continue functioning as a going concern; and

● limited
availability of new investment opportunities.

Item
1.B. Unresolved Staff Comments

None.

Item
1.C. Cybersecurity

We maintain processes designed to assess, identify,
and manage material risks from cybersecurity threats. These processes are integrated into our broader enterprise risk management activities
and are overseen by our Director of Operations, with support from external information technology consultants.

Our cybersecurity risk management processes include:

● periodic
risk assessments designed to identify cybersecurity threats relevant to our operations, information
systems, and data;

● use
of firewalls, endpoint detection, multi-factor authentication, and access controls to protect
our information technology environment;

● periodic
cybersecurity awareness training for employees;

● incident
response procedures designed to enable identification, containment, and remediation of cybersecurity events; and

● evaluation of cybersecurity risks associated with our use
of third-party service providers, including cloud-based platforms used in our operations, marketing, and financial reporting processes.

30

We engage third-party information technology
consultants to assist with monitoring, vulnerability assessments, and incident response support. We do not currently maintain a dedicated
internal cybersecurity function, which reflects our current size and stage of development.

We have experienced cybersecurity incidents in
the past. While such incidents have not had a material impact on our business, results of operations, or financial condition to date,
there can be no assurance that future incidents will not have a material adverse effect. We continue to evaluate and seek to enhance our
cybersecurity practices in light of evolving threats and our operational requirements.

As of the date of this Annual Report, we are not
aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including
its business strategy, results of operations, or financial condition. However, as described in Part I, Item 1.A, “Risk Factors,”
under the heading “Cybersecurity incidents or disruptions to our information technology systems could adversely affect our business,”
cybersecurity risks could, in the future, materially affect the Company.

Governance

Board Oversight

Our Board of Directors is responsible for oversight
of risks from cybersecurity threats. The Board receives periodic updates from management regarding cybersecurity matters, including the
status of any material cybersecurity incidents, the results of risk assessments, and any changes to the Company’s cybersecurity risk profile.

Management’s Role

Our Director of Operations, Mike Wells, oversees
the Company’s day-to-day coordination of cybersecurity matters and works with external service providers and consultants responsible
for identifying, assessing and responding to cybersecurity risks and incidents. Management relies on the expertise of these external
providers for technical cybersecurity monitoring, support and incident response capabilities.

The Company relies significantly on third-party
service providers and external information technology consultants to support its information technology infrastructure and cybersecurity
functions, including network monitoring, system maintenance, data protection, and cybersecurity risk management.

Management is responsible for implementing and maintaining the Company’s
cybersecurity risk management processes, including incident response procedures, and for reporting material cybersecurity matters to the
Board on a periodic basis or on an accelerated basis in the event of a material or potentially material incident