BDPT 10-K & 10-Q changes, risk factors and insider trading

The Company’sCompany's continued existence is dependent on its ability to implement its business plan, generate sufficient cash flows from operations to support its daily operations, and provide sufficient resources to retire existing liabilities and obligations on a timely basis. DueThe Company faces considerable risks in its business plan and a potential shortfall of funding due to uncertainty in our ability to raise adequate capital in the equity securities market, the company faces considerable risks in its business plan and a potential shortfall in funding.market.

During the period ended December 31, 2024, there is no sales revenuerevenues to cover our expenses so that we were reliant on investment funding to continue operations. Our new products are very good and for a variety of reasons, including because we outsource our manufacturing, we are sufficiently nimble to increase production and sales if and when demand requires. However, these products are still in the development stage and will not be on market till first or second quarter of 2025.

Since May 2024, the Company has welcome new investment partners in acquiring its preferred D shares. Should future needs arise, the Company intends to raise funds in the equity securities market. The Company believes that its expectations as to its ability to secure additional capital are reasonable.reasonable, Still,but there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

The Company acknowledges that its Plan of Operations may not produceresult ain the consistent generation of positive working capital shortly.in the near future. We are in a consumer-driven market space that requires our development and marketing of attractive products, which is expensive. Although management believes that it will be able to successfully execute its business plan, which includes third-partythird party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances. We anticipate continuous expenditures, some of which may be significant, to conduct research and development activities relating to existing and new products and marketing. These matters raise substantial doubt about the Company’s ability to continue as a going concern.concern We currently rely on certain key individuals, and the loss of one of these key individuals could have an adverse effect on the Company.

The Company’s success will dependbe dependent in part onupon its ability to attract qualified personnel and consultants.

The Company’s success will dependbe dependent in part upon its ability to attract qualified creative marketing, sales,sales and development professionals. The inability to do so on favorable terms may harm the Company’s proposed business.

The Company’s business plan anticipates that operations will significantlyundergo expandsignificant expansion during 20252024 and beyond. This expansion will require the Company to manage a larger and more complex organization, which could significantlyplace a significant strain on our managerial, operational,operational and financial resources. Management may not succeed with these efforts. Failure to expand efficientlyin an efficient manner could cause expenses to be greater than anticipated, revenues to grow more slowly than expected,expected and could otherwise have an adverse effect on the business, financial condition,condition and results of operations.

Federal, State,State and Local laws and regulations governing food products and nutritional supplements are broad in scope and are subject to evolving interpretations, which could require us to incur substantial costs associated with compliance. In addition, violations of these laws, actual or alleged, could disrupt the Company’s planned business and adversely affect our financial condition and results of operations. In addition, it is possible that additional or revised Federal, State,State and Local laws and regulations may be enacted in the future governing the mining industry. There can be no assurance that the Company will be able to comply with any such laws and regulations.regulations Failureand its failure to do so could significantly harm our business, financial condition,condition and results of operations.

Our business will be subject to otherother, uninsured operating risks,risks which may adversely affect the Company’s financial condition.

Our planned operations will be subject to risks ordinarilynormally incidental to our business activities.activities Theyand will dependbe dependent on internal and third-party production and distribution operations that could result in work stoppages, damage to property damage, or unavailable productsproduct for resale. This may be caused by:

Unanticipated allergyallergic or other reactions.

We market products that are ingested by our customers ingest and run additional risks incumbent on theto sales of thesethis manner of consumer goods.good. Our existing insurance coverage would almost certainly be inadequate to deal with any manner of mass tort claim,claim and the ability of our suppliers to indemnify us is uncertain. Additionally, our contract suppliers relyare reliant on source materials that are imported from China and other countries.countries, Hence,so that we are subject to risks associated with interruptions or pricing increases due to political and other reasons.

The nutraceutical industry is highly competitive, with numerous companies offering products that claim similar properties to ours. Some of these competitors are better capitalized, with the financial ability to effectively manage product development and marketing at levels we have not yet attained. While we believe our whole plant, fungi,plant- and algal-basedalgal-mushroom based products have unique benefits that should lead to commercial success, BioAdaptive’s ability to effectively compete could be hindered by a lack of funds, poor positioning, management error, and other factors. The inability to effectively compete could adversely affect our business, financial condition,condition and results of operations.

Our internal controls may be inadequate, which could makecause our financial reporting to be unreliable and lead to themisinformation disseminationbeing of misinformationdisseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use,use or disposition of the Company’s assets that could have a material effect on the financial statements.

We do not have a sufficient number of employees to segregate responsibilities.responsibilities Weand may be unable to increaseafford increasing our staff or engageengaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediatetimely promptly.remediate. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have adequateeffective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes Oxley”). Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are essentialimportant to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we mustare required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business,business resultingthat would result in our inabilitybeing unable to continue as a going concern.

The Articles of Incorporation and Bylaws of BioAdaptives provide for the indemnification of directors and officers at the expense of the respective corporation and limit their liability. This may result in a significantmajor cost to the corporation and hurt the interests of stockholders because corporate resources may be expended for the benefit of directors and officers. The Company has been advised that, in the opinion of the SEC, indemnification for liabilities arising under Federal Securities Laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The market for the BioAdaptives Shares is minimalextremely limited and sporadic.

BioAdaptives’ common stock is quoted on the OTC Pink Sheets; trading is limited and sporadic. Trading in stock quoted on the Pink Sheets is often thin and characterized by wide fluctuations in trading pricesprices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress or exaggerate the market price of BioAdaptives’ common stock for reasons unrelated to operating performance. Moreover, the trading of securities in the Pink Sheets is often more sporadic than the trading of securities listed on a quotation system like NASDAQNASDAQ, or a stock exchange like the New York Stock Exchange. These factors may impact on our ability to obtain financing in the future and will undoubtedlycertainly have an impact on the value of our common stock for shareholders.

BioAdaptives’ common stock is a penny stock, which is restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements.requirements, These restrictionswhich may limit a stockholder’s ability to buy and sell our common stock.

BioAdaptives’ common stock is a penny stock. The SEC has adopted Rule 15g-9,15g-9 which generally defines “penny stock” asto be any equity security withthat has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. These rules cover ourOur common stock,stock is covered by these rules, which impose additional sales practice requirements on broker-dealers who sell to peoplepersons other than established customers and accredited investors. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, BioAdaptives’ common stock.

In addition to the penny stock rules promulgated by the SEC, FINRA (the Financial Industry Regulatory Authority) has adopted rules that require when recommending an investment to a customer a broker- dealer must have reasonable grounds for believing that the investment is suitable for that customer. BeforePrior to recommending speculative low-pricedlow -priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives,objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy BioAdaptives’ common stock, which may limit investors’investor ability to buy and sell our common stock.

Boilerboiler room practices involving high-pressurehigh pressure sales tactics and unrealistic price projections by salespersons.

Excessiveexcessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Our Certificate of Incorporation allows us to issue shares of preferred stock without any vote or further action by our stockholders. Our Board of Directors has the authority to fix and determine preferred stock’sthe relative rights and preferences.preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the rights to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, beforeprior to the redemption of our common stock. We have recentlydone establishedso recently, by establishing the Series A Preferred Stock. We established the Series A Preferred Stock in 2020 and,and subsequently,subsequently established the Series B and C Preferred Stock; these preferred shares provide holders with enhanced voting and conversion privileges.privileges to holders. These privileges may impact the rights and privileges of common stockholders in certain circumstances. A Preferred Seriesseries D Preferred Stock was also approved by the Board in 2024.the last quarter of 2024 as well.

As of March 24, 2025,2026, the Company has 9,048,65912,008,659 outstanding shares of its common stock, all of which were issued pursuant to registration statements and/or exemptions from registration under the Securities Act and applicable State Securities Laws. As of the date of this filing, 4,046,6597,006,478 common stock are on deposit with CEDE & Co. and are publicly trading or tradeable, and nearly all of the balance is held by purchasers or service providers who obtained shares more than one year ago. All of these “aged” issued and outstanding shares are all now available for public sale underpursuant to Rule 144 under the Securities Act and comparable exemptions under applicable state securities laws. The potential of such sales could adversely affect the market price of BioAdaptives’ common stock. The impact of these sales on the market cannot be reasonably estimated but absent significant positive news regarding our activities shareholders should expect an adverse impact on market price Conversions of Series A -B-C-D Preferred Stock to common stock and resales could adversely affect the market price of BIOADAPTIVES’ common stock. Preferred stock ownership provides additional voting rights that may affect management.

AsThe Company has 1.219,049 shares of its Series A-B-C-D Preferred Stock issued and outstanding as of the date of this filing, the company had 1,093,521 shares of its Series A, B, C, and D Preferred Stock issued and outstanding.filing. These shares have enhanced voting and conversion privileges,privileges so that the owners can either convert to common shares, which could impact market price, or hold and vote the shares under the circumstances set out in the Certificate of Designation, allowing them an increased authority over certain corporate functions.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested-director transactions, conflicts of interest,interest and similar matters.

The Sarbanes-Oxley Act of 2002,2002 as well as rule changes proposed and enacted by the SEC, national securities exchanges,exchanges and the NASDAQ Stock Market as a result of Sarbanes-Oxley, require implementingthe implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. We have not yet adopted these measures becauseBecause we are not currently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with voluntary compliance.compliance, we have not yet adopted these measures.

We do not currently have independent audit or compensation committees. As a result, directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested-directorinterested- director transactions, conflicts of interest,interest and similar matters,matters and investors may be reluctant to provide us with funds necessary to expand our operations.operations as a result thereof.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors,directors and members of board committees required to provide for our effective management dueas toa result of Sarbanes-Oxley. The enactment of Sarbanes-Oxley has resulted in a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

(1) Caution Regarding Forward-Looking Information Certain statements contained in this annual filing, including, without limitation, statements containing the words “"believes”", “"anticipates”", “"expects”" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.filings.Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

On March 31, 2017, the Company filed a Form 15-15D with the SEC, terminating its status as an SEC-reporting company; it was current in its Continuous Disclosure obligations at that time. The Company continued to provide financial and other reports to shareholders and the public by means of the Alternative Reporting System operated by OTC Markets Group, Inc. Its shares continued to trade in the OTCMarkets,OTC market and it also continued to execute its business plan.

On May 10, 2019, the Company filed a Form 10-12g with the SEC, re-entering the Continuous Disclosure program and registering its common stock under Section 12(g) of the Securities Exchange Act of 1934. On August 1, 2019, the SEC staff informed the Company that it had no further comments on this filing.

On September 11, 2019, the Company appointed Robert Ellis as President and Ron Lambrecht as Chief Financial Officer. Dr. Jacobs remained as Chief Executive Officer.

On February 6, 2020, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series A Preferred Stock. The Series A has enhanced voting and conversion privileges and can be used by the Company to settle recorded debt or exchange for new product rights or techniques. On this same day, the Board of Directors authorized an increase in the Company’s authorized common stock from 100,000,000 to 200,000,000; holders of a majority of the Company’s common shares consented to the increase.

On January 26, 2022, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series B Preferred Stock. The Series B has enhanced voting and conversion privileges and can be used by the Company to acquire ownership of intellectual property rights and other assets. On this same day, the Board of Directors authorized an increase in the Company’s authorized common stock from 200,000,000 to 750,000,000; this increase received the consent of the holders of a majority of the Company’s common shares. consented to the increase On March 18, 2022, the Company filed a Form 1-A with the Securities and Exchange Commission covering a plan to sell up to 200,000,000 shares of common stock for prices between .005 and .01 per share. This was amended on October 7 2022 to 250,000,000 shares of common stock at the price of 0.001.

On May 15,15 2024, Dr. Edward Jacobs retired from the Company and was succeeded by Mr.Mr James E.E Kneer as Chairman and CEO. As of May 27, 2024, Mr. Gimhana Dissanayake joined him as a Director of the Company.Company as of May 27, 2024.

On October 28, 2024, the Board unanimously resolved tomove proceedforward with a reverse split of 1 for 300 shares. On December 3, 2024 the Board of Directors Approved a One-for-One Stock Dividend to holders of common stock.

BioAdaptives’BioAdaptives' core business is investigating,to marketing,investigate, market, and distributingdistribute natural plant, fungi,algal, and algal-basedcyanobacteria-based products and medical devices that improveenhance health and wellness for humans and animals.animals, Thewith companya emphasizesfocus on nootropics, anti-aging, weight control, relaxation, pain relief, antiviraland function,anti-viral benefits. BioAdaptives is reformulating its entire product line and anti-agingstarted properties.bringing out new products from the second quarter of 2025.

EarningsThe (Loss)Company perhas shareminimal revenues for the respective years ended December 31, 2023,2025, and December 31, 2024, wereof $0.1118,278 and $0.12,$ respectively,12,669 based on the weighted-average shares issued and outstanding at the end of each respective period.respectively.

We anticipate that future expenditure levels will remain relatively consistent until such time that the Company fully implements its current business plan, at which time the Company’s expenses and working capital requirements may increase significantly. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Exchange Act unless and until such time that the Company begins meaningful operations.

Subject to financing and various regulatory approvals, the Company intends to 1) market its existing products as described herein; 2) continue conducting research and investigation activities to identify new products or markets and improve its existing products and marketing; and 3) seek strategic or complimentary acquisitions in its current market space or, if indicated, others. There is no guarantee that the Company will be able to successfully implement this business plan successfully or that if implemented, said plan will be successful.

On December 31, 20232024 and 2024,2025, respectively, the Company had working capital of approximately $88,557$ 225,901 and $261,885,$261,885; includinginclusive of all related party accounts receivable, accrued expenses,expenses and line-of-credit notes payable.

It is the belief of management that our current finance partners, shareholders,shareholders and the proceeds from our sales of Preferred D will be able to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding,funding and we cannot be assured as to the success of our offering. Further, the Company is at the mercy of future economic trends and business operations. Consequently, there is substantial doubt about the Company’sCompany's ability to continue as a going concern.

The Company’sCompany's need for working capital may change dramatically dueas toa result of any future business transaction.

There can be no assurance that the Company will identify or enter into any business transaction in the future. Further, there can be no assurance that the Company would successfullybe consummatesuccessful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology,technology or company it acquires.

The Company has no current plans, proposals, arrangements,arrangements or understandings regardingwith respect to the sale or issuance of additional securities prior to the location of a potential business transaction. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.

WhetherRegardless of whether the Company’s cash assets prove to be inadequate to meet itsthe Company’s operational needs, the Company might seek to compensate serviceproviders providersof services by issuingissuances of stock in lieu of cash.

Our financial statements and related public financial information are based on applyingthe application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires usingthe estimates,use of estimates; assumptions, judgments,judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue,revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures,disclosures including information regarding contingencies, risk,risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe areto be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made whileduring preparingthe preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact on our financial condition and results of operations, we view surecertain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position,position or liquidity for the periods presented in this report.

The Company's current products in development include dietary supplements utilizing natural ingredients and proprietary methods to optimize the availability of nutrients in foods and beverages. The human products are designed to aid in cognitive health, regenerative stem cell activation, and healthy weight loss. MyndMed™ provides Immediate cognitive enhancement (focus, clarity, motivation), medium-term resilience and memory gains, and long-term neuroprotection and cognitive health, making it a robust solution for anyone seeking to optimize mental performance and brain longevity. Zeranovia™ is a healthy weight loss enhancer, and WynoviaXcellara™ is usedBioAdaptives’ regenerative wellness solution to helpenhance reduceyour theperformance, lossaccelerate ofrecovery, leanand musclerevitalize massyour during dieting.health.

The Company’s Product MyndMed™ completed its pre-launch phase in November 2025. MyndMed™ is designed to optimize multiple neurotransmitter systems and neuroprotective pathways, delivering broad-spectrum cognitive benefits. By synergistically targeting acetylcholine, dopamine, neuroprotection, synaptic growth, and stress reduction, MyndMed™ supports both immediate and sustained improvements in mental performance, resilience, and brain health. It aids in a rapid increase in motivation, sustained attention, and mental clarity, and helps in tackling demanding cognitive tasks with greater drive and efficiency. The product underwent rigorous testing by TruShield and received its TruShield Certified Certification, which provides the brand with a trusted, science-backed way to demonstrate that the product is free from banned substances. Joining MyndMed™™ is MyndRenew.™ a nighttime dietary supplement formulated to support sleep quality and the brain's natural overnight recovery processes. MyndRenew™ is the nighttime component of the Company's MyndSystem™ platform — a first-of-its-kind approach to cognitive support that spans the full 24-hour cycle. This 24-hour MyndSystem platform was launched in the end of this quarter.

Xcellara™ is BioAdaptives’ regenerative wellness solution to enhance your performance, accelerate recovery, and revitalize yourhealth health.is Backed by double-blind placebo-controlled clinical trials, Xcellara™ activates stem cells for cellular regeneration. Derived from a proprietary blend of nutraceutical compounds, Xcellara™ is the secret weapon for success on and off the court, providing a myriad of benefits. In its market testing, Xcellera™ has demonstrated a positive effect on individuals challenged by chronic fatigue. To expand the success and possibilities we see in Xcellara™, a collection of products based on Xcellara™ researches are being expanded into an Xcellara™ platform. The first new product in this Platform is Xcellara-Heart™. The new formula combines the company's stem/progenitor cell mobilization platform with Tanshinone IIA, a compound studied in cardiovascular signaling research. The launch expands BioAdaptives' portfolio of targeted wellness supplements and represents another step in the company's strategy of building products around its Xcellara™ platform. The Company is looking to add another 6 science rich products based on the Xcellara™ platform within the year.

BioAdaptives Inc. has developed a robust Direct to Consumer (DTC) digital marketing campaign to connect directly with its target audience. Leveraging platforms like social media, email marketing, and a user-friendly website,websites, the company promotes its supplement products with engaging content tailored to health-conscious consumers. Through targeted ads, informative blog posts, and compelling calls-to-action, BioAdaptives ensures its messaging resonates, driving awareness and conversions while fostering a community around wellness and natural health solutions.

In June,the past 9 months, the Company also placed its PawPa™ Regen™ Dog Treats with Amazon and started limited advertising efforts there. It has shown slow progress.

Liquidity -- Financial Performance – Three Months Ended June 30 2026, and 2025 We had a net lossgain of $ 111,086150,090 for the three-month period ended MarchJune 31,30, 2026, which wasgained $ 86,050$308,004 lessmore than the net loss of $ 197,136157914 for the three-month period ended MarchJune 31,30, 2025. The change in our results is mainly due to the Change in operatingthe expenses.value of derivatives liabilities.

The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended MarchJune 31,30, 2026 and 2025.

PawPa™ Regen dog treats, started limited sales via its website and Amazon. It is still going through its market testing. ClearMynd™ MyndMedMyndSystem™ started its test marketing in NovemberMay and is still evolving into its new bundle. While Xcellara™ has notslowly started its marketing yet.

Other Income (Expense) $ 5347,266 and $ -121,305 for the three months ended MarchJune 31,30, 2026, and 2025. It also shows a change in fair value of derivative liabilities of 174,884446,739 and 61,659130,954 for MarchJune 31,30, 2026, and 2025.

Net LossGain

Net cash provided (used) by operating activities during the ninesix months ended MarchJune 31,30, 2026 was $84.839$129,224 a decrease of $ 13,06779,664 from net cash used of $97,906$208,888 in operating activities during the three months ended MarchJune 31,30, 2025 As of MarchJune 31,30, 2026, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, as well as the sales of our various new product lines, which may be insufficient to fund our capital expenditure, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

On MarchJune 31,30 2026, we had $ 73,60629,221 of cash on-hand and an accumulated deficit of $ 1,465,210 ,10,688,200, and as noted throughout this report and our financial statements and notes thereto, our independent auditors expressed their substantial doubt as to our ability to continue as a going concern as of December 31, 2025. We anticipate to be incurring some losses in the near future, until all the products are launched and have maximized their sales. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means.