OTC: LIFD

LFTD PARTNERS INC.

CIK 0001391135 · SIC 2834 · Pharmaceutical Preparations

Micro Revenue $37M Assets $12M as of Sep 6, 2026

LFTD Partners Inc., Jacksonville, Florida, was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are listed for trading on the OTCQB Venture Market under the symbol “LIFD”. About this business →

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10-Q Filed Aug 14, 2026 · Period ending Jun 30, 2026

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8-K Filed Jul 24, 2026 · Period ending Jul 22, 2026

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8-K Filed Jun 17, 2026 · Period ending Jun 14, 2026

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10-Q Filed May 15, 2026 · Period ending Mar 31, 2026

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10-K Filed Apr 1, 2026 · Period ending Dec 31, 2025

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10-Q Filed Nov 14, 2025 · Period ending Sep 30, 2025

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8-K Filed Apr 16, 2025 · Period ending Apr 11, 2025

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10-K Filed Mar 31, 2025 · Period ending Dec 31, 2024

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S-1/A Filed Aug 19, 2021

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S-1/A Filed Jul 26, 2021

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S-1/A Filed Jul 2, 2021

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S-1 Filed Aug 2, 2019

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10-Q/A Filed Nov 15, 2016 · Period ending Sep 30, 2016

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10-K/A Filed Jun 9, 2010 · Period ending Sep 30, 2009

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Latest financial statements

From 10-Q filed Aug 14, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations (Unaudited)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Net Sales 8,705,194 10,325,336 17,863,400 19,449,186
Cost of Goods Sold 8,053,961 7,078,942 18,918,247 13,985,399
Gross Profit 651,233 3,246,394 (1,054,847) 5,463,787
Operating Expenses
Payroll Expense 1,092,119 1,196,704 2,410,900 2,496,274
Professional Fees 133,612 132,380 216,614 435,684
Bank Charges and Merchant Fees 132,453 132,358 289,569 282,866
Advertising and Marketing 490,770 531,873 832,171 947,445
Bad Debt (Recovery)/Expense (249,829) 649,637 (623) 245,768
Impairment of Hemp-Specific Fixed Assets 64,628 - 208,049 -
Depreciation and Amortization 47,047 62,512 109,937 124,777
Collab Commission and Royalty Expense - 5,742 - 72,840
Other Operating Expenses 467,588 644,828 970,952 1,296,159
Total Operating Expenses 2,178,388 3,356,034 5,037,569 5,901,813
Loss From Operations (1,527,155) (109,640) (6,092,416) (438,026)
Other Income/(Expenses)
Impairment of Investment in Bendistillery (99,800) - (99,800) -
Interest Income 7,916 19,098 15,864 51,982
Interest Expense (21,760) (77,474) (42,976) (157,467)
Theft Expense - (350,000) - (350,000)
Settlement Income - 177,500 - 177,500
Settlement Costs - - (100,000) -
Debt Financing Expenses (799) (2,773) (24,991) (5,515)
Penalties (2,104) (1,670) (3,604) (1,683)
Gain/(Loss) on Disposal of Fixed Assets (1,250) - (12,126) -
Loss on Deposits - (500) - (5,000)
Gain on Forgiveness of Debt - 21,681 - 21,681
Total Other Income/(Expenses) (117,797) (214,138) (267,633) (268,502)
Loss Before Provision for Income Taxes (1,644,952) (323,778) (6,360,049) (706,528)
Benefit/(Provision) for Income Taxes 206,662 54,828 761,810 134,536
Net Loss (1,438,290) (268,950) (5,598,239) (571,992)
Less: Accrued Preferred Stock Dividends (3,367) (3,366) (6,694) (6,697)
Net Loss Attributable to Common Stockholders (1,441,657) (272,316) (5,604,933) (578,689)
Earnings/(Loss) Per Common Share Attributable to Common Stockholders
Basic (0.10) (0.02) (0.38) (0.04)
Diluted (0.10) (0.02) (0.38) (0.04)
Weighted average number of common shares outstanding
Basic 14,822,678 14,822,678 14,822,678 14,822,678
Diluted 14,822,678 14,822,678 14,822,678 14,822,678

Consolidated Balance Sheets

Description June 30, 2026 (Unaudited) December 31, 2025 (Audited)
Cash and Cash Equivalents 1,504,297 1,767,123
Prepaid Expenses 175,237 348,667
Accounts Receivable, net of allowance of $1,207,367 in 2026 and $1,269,590 in 2025 2,915,373 2,531,524
Inventory, net of allowance of $6,596,096 in 2026 and $0 in 2025 3,459,768 10,957,823
Current Portion of Settlement Asset and Receivables 25,000 24,910
Assets Held for Sale 1,294,211 -
Other Current Assets 5,939 61,000
Total Current Assets 9,379,826 15,691,047
Investment in Bendistillery - 99,800
Net Deferred Tax Asset 1,145,302 269,802
Fixed Assets, less accumulated depreciation of $1,304,885 in 2026 and $1,608,543 in 2025 643,021 2,273,377
Security and State Licensing Deposits and Bonds 53,830 50,183
Operating Lease Right-of-Use Asset, net of Right-of-Use Asset Amortization of $591,243 in 2026 and $457,742 in 2025 804,929 888,339
Total Assets 12,026,907 19,272,548
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Operating Lease Liability 300,219 257,708
Deferred Revenue 335,984 1,380,049
Income Tax Payable 206,754 155,184
Accounts Payable and Accrued Expenses 2,757,476 3,326,650
Accounts Payable Related Party 4,962 5,304
Note Payable Related Party - 3,846
Preferred Stock Dividends Payable 6,318 7,124
Notes Payable to Surety Bank 31,923 22,282
Interest Payable to Surety Bank 3,949 4,264
Total Current Liabilities 3,647,586 5,162,410
Non-Current Liabilities
Operating Lease Liability 555,444 680,280
Note Payable to Surety Bank 796,551 797,597
Total Non-Current Liabilities 1,351,994 1,477,877
Total Liabilities 4,999,580 6,640,288
Commitments and Contingencies - -
Shareholders' Equity
Preferred Stock, $0.001 par value; 10,000,000 total shares authorized; out of which two Series of Preferred Stock are authorized and outstanding, as follows:
Series A Convertible Preferred Stock: 400,000 shares authorized, and: 2,500 shares issued and outstanding at June 30, 2026 2,500 shares issued and outstanding at December 31, 2025 3 3
Series B Convertible Preferred Stock: 5,000,000 shares authorized, and: 40,000 shares issued and outstanding at June 30, 2026 40,000 shares issued and outstanding at December 31, 2025 40 40
Common Stock, $0.001 par value; 100,000,000 shares authorized, and: 14,822,678 shares issued and outstanding at June 30, 2026 14,822,678 shares issued and outstanding at December 31, 2025 14,823 14,823
Additional Paid-in Capital 40,986,553 40,986,553
142,000 shares of Deferred Contingent Stock issuable upon instruction by the respective Deferred Contingent Stock Recipients at June 30, 2026 and December 31, 2025 470,730 470,730
Accumulated Deficit (34,444,821) (28,839,889)
Total Shareholders' Equity 7,027,327 12,632,260
Total Liabilities and Shareholders' Equity 12,026,907 19,272,548

Consolidated Statements of Cash Flows (Unaudited)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
Cash Flows From Operating Activities
Net Loss (5,598,239) (571,992)
Adjustments to Reconcile Net Income/(Loss) to Net Cash Provided by/(Used in) Operating Activities
Impairment of Investment in Bendistillery 99,800 -
Sales Allowance - 45,982
Spoiled and Written Off Inventory 296,378 780,929
Inventory Reserve Expense (Allowance) 6,596,096 -
Bad Debt Expense (623) 245,768
Impairment of Hemp-Specific Fixed Assets 208,049 -
Depreciation and Amortization 254,967 278,724
Settlement Income - (177,500)
Debt Financing Expenses 24,991 5,515
Loss on Disposal of Fixed Assets 12,126 -
Loss on Deposits - 5,000
Gain on Forgiveness of Debt - (21,681)
Deferred Income Taxes (875,499) (134,926)
Effect on Cash of Changes in Operating Assets and Liabilities
Prepaid Expenses 173,430 731,609
Accounts Receivable (383,226) (1,940,529)
Inventory 605,582 (1,124,034)
Change in Right Of Use Asset 83,410 112,885
Other Assets 51,414 (52,946)
Income Tax Receivable and Payable, net 51,570 (5,202)
Collab Commissions and Royalties Payable - (35,829)
Deferred Revenue (1,044,065) 991,997
Accounts Payable and Accrued Expenses (569,488) 539,395
Accounts Payable and Interest Payable to Related Parties (342) (749)
Change in Settlement Asset and Receivables (90) 522,295
Change in Operating Lease Liabilities (82,326) (108,568)
Net Cash Provided By/(Used in) Operating Activities (96,085) 86,143
Cash Flows From Investing Activities
Purchases of Fixed Assets (138,998) (84,551)
Net Cash Used in Investing Activities (138,998) (84,551)
Cash Flows From Financing Activities
Proceeds from Related Party Note - 350,000
Payments on Related Party Note (3,846) (96,154)
Payments on Surety Bank Loans (16,396) (278,833)
Payments of Dividends to Preferred Stockholders (7,500) (7,500)
Net Cash Used In Financing Activities (27,743) (32,487)
Net Increase/(Decrease) in Cash (262,826) (30,895)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 1,767,123 3,146,947
Cash, Cash Equivalents and Restricted Cash at End of Period 1,504,297 3,116,052

Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About LFTD PARTNERS INC.

Source: Item 1 (Business) from the 10-K filed April 1, 2026. Description as filed by the company with the SEC.

ITEM 1. BUSINESS

Description of the Business of LFTD Partners Inc.

LFTD Partners Inc., Jacksonville, Florida, was organized under the laws of the State of Nevada on January 2, 1986. Shares of the Company’s common stock are listed for trading on the OTCQB Venture Market under the symbol “LIFD”.

LFTD Partners is the parent corporation of Lifted Liquids, Inc. d/b/a Lifted Made, d/b/a Urb Finest Flowers, d/b/a Highlandia and d/b/a LM Nutra, Kenosha, Wisconsin (“Lifted Made” or “Lifted”), which manufactures and sells hemp-derived and other psychoactive products under its award-winning Urb Finest Flowers (“Urb”) brand (www.urb.shop) and other brands, hemp-derived beverages under the Highlandia brand (www.Highlandia.com), and hemp-free health and wellness gummies under its Mielos brand (www.mielos.com), and hemp-free energy gummies under its Rebel Energy Gummy brand (www.RebelEnergyGummy.com). Lifted is the worldwide, exclusive manufacturer and seller of Diamond Supply Co. (www.DiamondSupplyCo.com) hemp-derived products. LFTD Partners Inc. also owns 4.99% of hemp-derived beverage and products maker Ablis (www.Ablis.shop), and of craft distiller Bendistillery, Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com), both located in Bend, Oregon.

Management of the Company is primarily interested in acquiring companies operating outside of the hemp or marijuana industries, which have many regulatory risks.

Lifted

Background

On February 24, 2020, we acquired 100% of the ownership interests in Lifted. Lifted was originally incorporated in the state of Wisconsin on September 19, 2014, and was created with a passion to build a culture-based organization focused upon quality products and a healthier lifestyle.

Read full description ↓

Lifted primarily sells psychoactive products, but also non-intoxicating energy and wellness products. Many of Lifted’s products contain hemp-derived cannabinoids (such as delta-8-THC and delta-9-THC). Lifted’s award-winning hemp-derived products brand is called Urb Finest Flowers (“Urb”) (www.urb.shop). In the second quarter of 2024, Lifted launched Mielos (www.mielos.com), a new brand of health and wellness products that do not contain hemp derivatives. In the third quarter of 2024, Lifted launched hemp-free energy gummies under its Rebel Energy Gummy brand (www.RebelEnergyGummy.com). In the first quarter of 2026, Lifted began selling Highlandia hemp-derived beverages (www.Highlandia.com). Lifted also sells products derived from kratom; the Company has sold nicotine products in the past. Lifted sells its products via distributors and wholesalers and online direct to consumers. Products currently sold by Lifted under its Urb brand include, for example: vapes, cartridges, edibles, joints and blunts. Lifted is the worldwide, exclusive manufacturer and seller of Diamond Supply Co. (www.DiamondSupplyCo.com) hemp-derived products. Lifted also manufactures and sells hemp-derived and non-hemp-derived products to private label clients, and licenses the Urb brand name to Extrax NM LLC in New Mexico for use on marijuana products.

Government Laws and Regulations

Lifted is attempting to only conduct business to the extent permitted under applicable laws and regulations. The manufacture and/or sale of hemp-derived, kratom-derived and other psychoactive and consumable products involve significant risks associated with federal, state and local laws and regulations, and regulatory agencies, that have the potential to bankrupt Lifted and the Company, or at least to negatively impact the trading price of our common stock.

In regard to the sale of hemp-derived products in the United States, despite cannabis having been legalized at the state level for medical use in many states and for adult recreational use in a number of states, cannabis, other than plants of the same genus that meet the definition of industrial hemp, continues to be categorized as a Schedule I controlled substance under the federal Controlled Substances Act (“CSA”), and subject to the Controlled Substances Import and Export Act (“CSIEA”).

On December 20, 2018, President Donald J. Trump signed the Agricultural Improvement Act of 2018, which is more commonly known as the “2018 Farm Bill”. The 2018 Farm Bill legalizes hemp cultivation and declassifies hemp as a Schedule I controlled substance. However:

(1)

The Act: On November 12, 2025, President Trump signed into law H.R. 5371, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “Act”), which makes continuing appropriations and extensions for fiscal year 2026, and which also bans intoxicating hemp-derived consumable products nationally on November 12, 2026. It is unknown to the Company whether or not the sections of the Act that impact the hemp industry will ultimately go into effect on November 12, 2026, or if those sections will be replaced, impacted or amended by subsequent acts of Congress. However, the Act in all likelihood will have a devastating impact on the Company and the price of its common stock.

(2)

FDA: The U.S. Food and Drug Administration (“FDA”) has stated that while hemp is no longer classified as an illegal substance under the Farm Bill, cannabis-derived products remain subject to regulation under the Federal Food, Drug, and Cosmetic Act (which protects the public from unsafe food, drugs, medical devices, and cosmetics) and Section 351 of the Public Health Service Act (which regulates the licensing of biological products). The health and safety effects of delta-8-THC and other cannabinoids have not been conclusively established through traditional scientific or clinical studies. The FDA has expressed concerns that CBD, delta-8-THC, and other hemp-derived cannabinoids may pose significant health risks, including potential liver toxicity or damage. Additionally, the FDA has taken the position that certain cannabinoids may be classified as drugs and that the sale of cannabinoid-infused products without FDA approval may be unlawful. In alignment with the FDA’s stance, several states and municipalities have imposed restrictions or outright bans on the sale of hemp-derived cannabinoid products, particularly those containing delta-8-THC or delta-9-THC. Future regulatory actions by the FDA could include stricter licensing requirements, additional compliance obligations, or outright prohibitions on the sale of certain hemp-derived products. Any such measures could materially and adversely impact Lifted’s business operations and the market value of our common stock;

(3)

DEA: The US Drug Enforcement Agency (“DEA”) has stated that although hemp is no longer an illegal substance under the Farm Bill, the FDA continues to pursue Schedule I controlled substances as well as certain synthetic substances. In particular:

(a)

Hemp and hemp-derived cannabinoid-infused products which exceed a delta-9-THC concentration of 0.3% by dry weight are illegal under the Farm Bill. Any failure to keep the delta-9-THC concentration in Lifted’s hemp-derived or cannabinoid-infused products below 0.3% by dry weight could subject us to action by the DEA or other regulatory authorities and/or to lawsuits by consumers, which could have a material adverse effect upon our Company’s business and the trading price of our common stock. In addition, certain hemp-derived products may, over time, gradually increase their delta-9-THC concentration, and this may ultimately cause such products to exceed the 0.3% delta-9-THC by dry weight concentration level, making such products illegal in certain jurisdictions. If this happens, we could be subject to regulatory action that could have a material adverse effect upon our Company and the trading price of our common stock. In addition, the approval of medical and recreational marijuana by many states has created a situation in which it may be difficult or impossible for regulators and courts to determine whether the THC levels reflected in consumers’ blood tests are the result of legal hemp-derived products or marijuana-infused products. This may result in regulatory actions or lawsuits against the Company;

(b)

The DEA has issued a statement that some have interpreted as making hemp-derived delta-8-THC illegal. In deference to the DEA, certain state and local governments have imposed restrictions or prohibitions upon the sale of certain products containing delta-8-THC. Lifted sells significant quantities of products containing hemp-derived delta-8-THC, and any crackdown by the DEA or other regulatory authorities on products containing delta-8-THC may have a material adverse effect upon Lifted’s business and the trading price of our common stock; and

(c)

The DEA has sent a letter saying that delta-9-THCO and delta-8-THCO “do not occur naturally in the cannabis plant and can only be obtained synthetically, and therefore do not fall under the definition of hemp.” While we disagree with the opinion expressed by the DEA in that letter and do not believe that the DEA has any legal authority to nullify the so-called "Farm Bill", which is federal law, by issuing such a letter, any crackdown by the DEA or other regulatory authorities on products containing delta-9-THCO and/or delta-8-THCO may have a material adverse effect upon Lifted’s business and the trading price of our common stock.

Amended PACT act: The amended federal PACT act makes the online sale of certain of Lifted’s products to end users difficult or impossible. The amended federal PACT act may have a material adverse effect upon Lifted’s business and the trading price of our common stock.

Regarding the sale of products containing nicotine: products containing nicotine are addictive and are subject to heavy regulation by U.S. federal, state and local governments. The legislative and regulatory landscape surrounding nicotine-containing products has created risks for Lifted’s business. Laws and regulations have been adopted that can impose significant liabilities upon companies operating in the nicotine industry, especially in regard to sales to minors. Existing and future laws and regulations affecting nicotine products may have a material adverse effect upon Lifted’s business and the trading price of our common stock.

Furthermore, the regulation of hemp-derived, kratom-derived, psychoactive and nicotine products is evolving. Lifted may become subject to new laws, rules, regulations, moratoriums, prohibitions, or other restrictions or impediments upon nicotine and companies involved in the marijuana and/or hemp industries (each a “Cannabis Company”) that may be imposed by the U.S. President, Congress, federal agencies such as the FDA and/or the DEA, and/or by state and local governments. Lifted’s business may also be impacted by any language relating to hemp-derived, kratom-derived or psychoactive products that might be contained in a bill, or that intentionally or unintentionally might be contained in other legislation at the federal or state level. Without limiting the generality of the foregoing, governmental laws, rules and regulations may impose significant new rules, restrictions, limitations, prohibitions and/or taxes on when, where, how and to whom Lifted may sell its products, and these new rules, restrictions, limitations, prohibitions and/or taxes may have a material adverse effect on Lifted’s business and the trading price of our common stock.

Competition

Lifted faces intense competition in the hemp-derived, kratom-derived and psychoactive products industries from both existing and emerging companies that offer similar products to Lifted. More distributors are creating their own brands and selling their own branded products at a lower price than Lifted’s products; there is increased competition for products containing more milligrams of cannabinoids or active ingredients per unit at a lower price point; and other competing brands pay distributors and wholesalers more than what Lifted is willing to pay (if anything) for valuable shelf space.

Some of Lifted’s current and potential competitors may have longer operating histories, more innovative or popular products, greater financial, marketing and other resources and larger customer bases. Given the rapid changes affecting the hemp-derived, kratom-derived and psychoactive products industries nationally and locally, Lifted may not be able to create and maintain a competitive advantage in the marketplace. Lifted’s success will depend on its ability to keep pace with any changes in local and national markets, especially in light of frequent and rapid legal and regulatory changes.

Competition is also based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing and promotional activity, the ability to identify and satisfy consumer preferences, as well as convenience and service. Lifted’s success will depend on its ability to respond to, among other things, changes in the economy, market conditions and competitive pressures. Any failure to anticipate or respond adequately to such changes could have a material adverse effect on Lifted’s financial condition, operating results, liquidity, cash flow and operational performance.

Officers and Employees

The executives of Lifted have backgrounds in various consumer goods industries, sales, graphic design, distribution, marketing, accounting, and supply chain management, skills that have helped Lifted distinguish itself from the competition.

As of December 31, 2025, Lifted had approximately 100 full time and part time employees and independent contractors who are engaged in product formulation, design and branding, website development, private label client management, sales, strategy, distribution, supply chain management, new business development, warehouse management and order fulfillment, operations management, accounting, new product development, trade shows and evaluation of potential acquisitions and joint ventures. Currently, most of Lifted’s employees and independent contractors are based in Wisconsin, and the rest are located in Colorado, Illinois, Nevada, New Mexico and Florida.

The Market

The majority of Lifted’s product sales are made through distributors, and a smaller number of sales are made directly to retailers, and then the smallest number of sales are made directly to end consumers online.

Distribution

Lifted’s distribution is done internally and through third party distributors who distribute throughout the U.S. Lifted and these distributors distribute Lifted’s products to vape and smoke shops, convenience stores, grocery stores, natural food stores, wellness stores, and other outlets. Lifted believes but cannot guarantee that in the event that Lifted lost its relationship with one or more of its current distributors, that other replacement distributors could be found without significant disruption to Lifted’s business.

Product Risks

Lifted’s products contain hemp-derived cannabinoids and other psychoactive substances. There is a risk that Lifted could be targeted by regulators, plaintiffs lawyers, and/or consumers with claims that its products are unsafe. Potential product safety risks, and potential laws and regulations including but not limited to any issued by the FDA could have a material adverse effect on Lifted’s financial condition, operating results, liquidity, cash flow and operational performance.

Sources of Supply

Lifted sources its raw goods from different suppliers. Lifted’s raw goods are third-party lab tested, and Lifted’s finished goods are also third-party lab tested. Lifted does not grow or manufacture its raw goods, nor does Lifted process or extract cannabinoids or other substances from raw goods. However, many of Lifted’s finished goods are made in-house using the raw goods purchased from third party vendors. From time to time, Lifted has engaged third party vendors to manufacture finished goods for Lifted in accordance with Lifted’s specifications. Lifted designs the majority of its packaging in-house, and typically employs a third party firm to manufacture that packaging.

Lifted currently believes that it would be able to find replacement manufacturers with minimal negative impact on its business. However, certain components, such as Lifted’s vapes and cartridges, are sourced exclusively from China. COVID-19 and variants, Chinese holidays, backups at U.S. ports, tariffs imposed on products sourced from China or other foreign countries, and potential hostilities involving China, could make it difficult or impossible to source these products cost effectively, or at all, from China. These risks associated with China could drastically increase Lifted’s product costs, all of which could have a serious detrimental impact on Lifted’s sales and profit margins.

Intellectual Property

Lifted maintains proprietary formulations, a trademark for “Urbar”, and other trade secrets. Lifted does not currently own any registered patents.

Research and Development Expenditures

Research and development costs are expensed as they are incurred.

Marketing

Lifted primarily markets itself by networking throughout the industry through word of mouth, through its website, using online ads, by attending trade shows, and via other marketing campaigns. In the past, Lifted has also engaged public relations, marketing and search engine optimization firms to improve Lifted’s public relations, marketing and search engine optimization efforts. There can be no guarantee or assurance that Lifted’s marketing efforts will be successful or result in any additional sales or profits for Lifted.

Costs and effects of compliance with environmental laws

To Lifted’s knowledge, Lifted does not currently use or generate any hazardous materials in its operations.

Amendment of Articles of Incorporation of Lifted

On October 27, 2025, the Board of Directors of Lifted, an Illinois corporation and wholly owned subsidiary of LFTD Partners, adopted a Unanimous Written Consent pursuant to Section 8.45 of the Illinois Business Corporation Act of 1983 approving an amendment to its Articles of Incorporation to change the par value of its common stock from “no par value” to $0.001 per share. The amendment was adopted under Section 10.15 of the Act, which permits the board to increase, decrease, create or eliminate par value without shareholder approval so long as no class or series is adversely affected. Articles of Amendment reflecting this change were filed with the Illinois Secretary of State following Board approval. The change in par value does not affect the number of authorized or outstanding shares of Lifted or have any impact on the consolidated financial statements of LFTD Partners. The change may have positive tax implications in future periods.

Highlandia Inc.

On October 24, 2025, LFTD Partners created a new wholly owned subsidiary in Florida called Highlandia Inc. (“Highlandia”) (www.Highlandia.com). Highlandia, which has not yet conducted any business, and owns the brand “Highlandia”, under which Lifted began selling hemp-derived beverages in the first quarter of 2026.

Ablis and Bendistillery

On April 30, 2019, we closed on the acquisition of 4.99% of the common stock of each of hemp-derived beverage and products maker Ablis Holding Company (“Ablis”) (www.Ablis.shop), and of distilled spirits manufacturers Bendistillery, Inc. d/b/a Crater Lake Spirits (“Bendistillery”) (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (“Bend Spirits”), all located in Bend, Oregon, for an aggregate purchase price of $1,896,200. In the second quarter of 2025, Bend Spirits was merged into Bendistillery for operational efficiency.

Ablis manufactures and sells flavored, lightly carbonated canned beverages, including “functails” – a term coined by Ablis which means a beverage crafted with hemp-derived THC and/or CBD, and other high-quality functional ingredients such as caffeine from guarana, L-theanine and ashwagandha. Ablis also sells CBD-infused muscle rub, among other products.

Bendistillery manufactures and sells straight and flavored vodka and gin and various types of whiskey under its brand Crater Lake Spirits.

As of December 31, 2025, LFTD Partners recorded an impairment charge on its investment in Ablis, reducing the carrying value of LFTD Partners’ investment in Ablis to $0. LFTD Partners also recorded an impairment charge on its investment in Bendistillery, reducing the carrying value of LFTD Partners’ investment in Bendistillery to $99,800.

Properties

The Company owns one real property in Kenosha, Wisconsin (the “5511 Building”) and leases additional facilities used in its operations (the “Additional Facilities”). The 5511 Building is an 11,238 square foot building located at 5511 95th Avenue, Kenosha, Wisconsin, which was purchased on December 14, 2023 for $1,375,000. The 5511 Building is used for office space, manufacturing and storage. As of December 31, 2025, the 5511 Building is subject to a first priority mortgage in the principal amount of $852,755. The 5511 Building is currently for sale, and if it is sold then the Company will use the net sale proceeds to pay off the mortgage, and plans to consolidate its operations in the Additional Facilities.

The Additional Facilities are located at 8910 58th Place, Suites 100, 600 and 700, Kenosha, Wisconsin and 5732 95th Avenue, Suites 100-300, Kenosha, Wisconsin. Effective February 1, 2026, the Company expanded the 5732 95th Avenue lease to include Suite 400. The Additional Facilities comprise an aggregate of approximately 41,000 square feet of leased space. The leased space located at 8910 58th Place, Suites 100, 600 and 700, Kenosha, Wisconsin is used by the Company for shipping, receiving, packaging and office space. The leased space located at 5732 95th Avenue, Suites 100-400, Kenosha, Wisconsin is used for gummy manufacturing and storage.

The Company does not lease space for its corporate headquarters. Executive officers operate from offices located at their homes.

Manufacturing, Sales and Marketing Agreements

During 2023, Lifted entered into manufacturing, sales and marketing agreements with Cali Sweets, LLC, Diamond Supply Co., DreamFields Brands Inc. (d/b/a Jeeter), and in January 2024 with a wholly owned subsidiary of a large publicly traded U.S. marijuana company (“SubCo”). As of December 31, 2025, only the Diamond agreement remained in effect; the Jeeter agreement terminated January 1, 2024, the Cali agreement was mutually terminated effective January 1, 2025, and the SubCo agreement was terminated December 17, 2025. Moreover, Lifted stopped selling the Diamond products on or about April 30, 2025. Lifted and Diamond are in the process of formally terminating the Diamond Agreement. Management does not believe any individual agreement had a material impact on revenues, as no single agreement accounted for more than 5% of Lifted’s revenues. Aggregate net revenue generated under these agreements was $5,728,663 in 2023, $2,094,864 in 2024, and $159,968 in 2025.

Lifted Purchase of Assets of Oculus CRS, LLC, and Merger With Oculus CHS Management Corp.

On April 28, 2023, Lifted purchased substantially all of the assets of Oculus CRS, LLC, its hemp flower products supplier, for $342,068 in cash (net of $26,420 cash acquired). The acquired assets included operational and office equipment, inventory, receivables, and a machine purchase contract, and the purchase price was applied to satisfy all of Oculus’ liabilities at closing. Concurrently, Lifted merged with Oculus CHS Management Corp., whose primary assets were employment agreements with its owners, Chase and Hagan Sanchez. In connection with the merger, Lifted issued 100 shares of LIFD common stock at closing and, following the first anniversary of closing, paid the minimum earnout consideration of $1,000,000, consisting of $200,000 in cash and 160,000 shares of LIFD common stock valued at $5.00 per share. Total transaction consideration was $1,368,697, including recognized goodwill of $800,027.

In November 2025, federal legislation banning intoxicating hemp-derived consumable products beginning in November 2026 triggered a goodwill impairment analysis, and the Company recorded a full impairment of the Oculus goodwill as of December 31, 2025. Following the acquisition, Chase and Hagan Sanchez continued to manage the hemp flower division under employment agreements, and approximately 20 former Oculus employees joined Lifted.

Extrax NM Agreement

On June 1, 2023, Lifted entered into a five-year agreement with Extrax NM LLC (“ENM”) under which ENM manufactures and exclusively sells Urb-branded marijuana products in New Mexico, and was obligated to remit 50% of gross sales proceeds (excluding taxes) to Lifted. Payments were applied first to repay loans from Lifted, second to pay for inventory and equipment sold by Lifted, and third as a license fee. In July 2025, the parties modified the arrangement so that ENM would no longer remit 50% of monthly gross revenue, Lifted would stop advancing loans, and future inventory purchases would be paid in full upon invoice (the “July Modification”).

As of December 31, 2025, ENM owed Lifted $421,835 in non-interest-bearing loans and $102,686 in unpaid invoices. Because no restructuring agreement was finalized and collectability was uncertain, the Company recorded a full allowance against both the loans (“Provision for Credit Losses – Extrax NM Loans”) and the aged receivables as of year-end 2025. No license fee revenue was recorded in 2025; license fee revenue was $280,814 in 2024 and zero in 2023. For accounting purposes under ASC 606, Lifted recognizes revenue on a gross basis for sales of inventory (“Unit Components”) to ENM, as it acts as principal for those transactions; under this relationship, in 2025, Lifted recognized $481,063 of sales to ENM. However, Lifted acts as an agent with respect to ENM’s sale of Urb-branded products to dispensaries and does not recognize those product sales on a gross basis; under this relationship, in 2025, prior to the July Modification, ENM remitted $286,860 to Lifted.

Manufacturing, Sales and Marketing Agreement With SubCo

On January 20, 2024, Lifted entered into a Manufacturing, Sales and Marketing Agreement with SubCo under which Lifted served as the exclusive U.S. manufacturer and distributor of certain hemp-derived vape and gummy products. Lifted was responsible for manufacturing, order fulfillment, collections, regulatory compliance, and quality control, while SubCo primarily funded production costs and marketing. Product revenues were first applied to reimburse SubCo’s purchase order costs, after which remaining net revenue was split 60% to SubCo and 40% to Lifted as a royalty. The agreement had an initial 18-month term but was mutually terminated on December 17, 2025. Certain provisions, including warranty and indemnification obligations, survive termination. For accounting purposes, Lifted concluded it acted as principal under ASC 606 and recognized product sales on a gross basis during the term of the agreement.

Capital Raise

We may deem it necessary or desirable in the future to raise additional capital in order to build our available working capital, to close future acquisitions, to potentially expand the 5511 Building, or to pay other corporate obligations. No guarantee or assurance can be made that such capital can be raised on acceptable terms, if at all.

If we were ever to proceed forward with an equity raise, it may be in conjunction with a potential listing of our common stock on a stock exchange. However, there can be no guarantee or assurance that any such debt and/or equity capital raise or listing will be completed on acceptable terms, if at all. If we were to acquire a company that is involved in the marijuana and/or hemp industries (a “Cannabis Company”) that "touches the marijuana plant" in the U.S., or if we were to otherwise directly enter the marijuana industry in the U.S., then it would not be possible, under current federal laws and the current policies of NASDAQ and the NYSE, for our common stock to be listed on either of those exchanges at this point in time, even if those exchanges' other listing requirements were met.

Corporate Information

Our principal headquarters are located at 14155 Pine Island Drive, Jacksonville, Florida 32224. Our telephone number is (847) 915-2446. Our corporate website address is www.LFTDPartners.com.

OLCC Review of New Directors of the Company

Due to our minority ownership interest in Bendistillery, the Oregon Liquor Control Commission (“OLCC”) has jurisdiction over our directors, officers and significant shareholders. If the OLCC were to refuse to approve any of our directors, officers or significant shareholders, it could disrupt our management and corporate governance, which could materially adversely affect our Company and the trading price of our common stock.

Liquidity Overview

LFTD Partners is a holding company whose operations and revenue are generated entirely through its wholly owned subsidiary, Lifted. The Company does not generate revenue at the parent level and does not recognize earnings from minority investments. Lifted historically has not always generated operating cash flow sufficient to fund ongoing operations. The Company’s operating cash flow is subject to variability due to regulatory developments, customer payment timing, and industry conditions. The Company’s liquidity depends heavily on operating cash flow and the collectability of accounts receivable, particularly from wholesale and distributor customers that often have extended payment terms. Delays in customer payments can materially impact working capital and short-term liquidity. As of December 31, 2025, the Company has an accumulated deficit and continues to evaluate strategies to support operations and long-term growth, including organic expansion, acquisitions, and potential capital raises.

The Company has ongoing financial obligations, including payments on its Business Loan and dividend payments on outstanding preferred stock. Although management believes current cash on hand and operating cash flows are expected to meet near-term needs, there can be no assurance that additional capital will be available on acceptable terms if required to fund growth initiatives or acquisitions. The Company’s ability to obtain additional capital depends on market conditions, regulatory developments, investor demand, and overall operating performance.

Acquisition Process

The Company evaluates acquisition opportunities on a situational basis and generally expects to structure transactions as either tax-free stock-for-stock mergers or asset purchases, although alternative structures may be considered when appropriate. In stock-based mergers, a substantial portion of consideration may consist of newly issued Company shares, which could result in significant dilution and potentially a change in control. Acquisitions may require the Company to raise substantial additional capital to fund any cash component of the purchase price, and there can be no assurance that such capital will be available on acceptable terms. Market conditions, regulatory uncertainty in the hemp and cannabis industries, macroeconomic pressures, and investor sentiment may limit the Company’s ability to obtain financing.

Potential acquisitions are reviewed by an Investment Committee appointed by the Board of Directors, currently consisting of GJacobs, NWarrender, and WJacobs. The Company intends to proceed only with unanimous Investment Committee approval and majority Board approval. Opportunities are sourced through management’s industry contacts and professional networks. Due diligence investigations are conducted to the extent reasonable given the Company’s financial and operational resources. Given current market and regulatory uncertainty, the Company has generally adopted a conservative approach to capital raising, stock issuance, borrowing, and acquisition terms.

Employees

GJacobs, our Chairman, Chief Executive Officer and Secretary, manages the Company’s operations with the assistance of WJacobs, our Director, President, Chief Financial Officer and Treasurer, and NWarrender, our Vice Chairman and Chief Operating Officer, under the Executive Employment Agreements described above.

We expect to continue to use consultants, attorneys, accountants, other professionals and independent contractors as necessary.

Reports to Security Holders

LFTD Partners Inc. is subject to reporting obligations under the Exchange Act. These obligations include an annual report under cover of Form 10-K, with audited financial statements, unaudited quarterly reports under cover of Form 10-Q, occasional reports under cover of Form 8-K, and other required filings. The public may read and copy any materials LFTD Partners Inc. files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information of the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC including LFTD Partners Inc.