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

We were incorporated on December 19, 2014, but we have changed our business focus beginning with the acquisition of BergaMet in 2019 and UBN in 2020. We have not fully developed our current business operations and have not yet generated significant revenue from such operations. Our ability to continue as a going concern is dependent upon our ability to further establish and then grow our business and to obtain adequate financing in order to reach profitable levels of operations. In that regard we have no proven history of performance, earnings or success.

One of our shareholders and his adult children owns a significant percentage of our Common Stock and has the ability to substantially influence all matters submitted to stockholders for approval.

One of our shareholders, JayDonald Decker,Swanson, owns slightlyover less than 50%75% of our outstanding shares of Common Stock. For as long as DeckerSwanson retains a significant ownership of our shares of Common Stock, he will be able to substantially influence all matters submitted to our stockholders for approval, as well as our management and affairs. For example, he will substantially influence the election of directors and approval of any merger, consolidation or sale of all or substantially all our assets. This concentration of voting power could delay or prevent an acquisition of us on terms that other stockholders may desire or result in management that our stockholders disagree with. In addition, Mr. Decker’s adult children own and will continue to own a significant portion of our outstanding Common Stock. See “Security Ownership of Certain Beneficial Owners and Management”.

As of December 31, 2023, we had over $1.6 million in inventory, and as of December 31, 2024, we had over $1.3 million in inventory, and as of December 31, 2025, we have over $843,000 in inventory. Our inventory could spoil or be damaged, or we could never sell it, affecting the assets on our balance sheet as well as our future profitability. Our build-up in inventory peaked at the end of 2020 and we have been able to continue to reduce our inventory through increased sales. We do not anticipate any inventory write-offs.

We are highly dependent on the principal members of our management team, including our Chief Executive Officer, Donald Swanson, our President, Kevin “Duke” Pitts, and our Chief Financial Officer, Robert Madden. At this time, we do not know of the availability of such experienced management personnel or how much it may cost to attract and retain such personnel. The loss of the services of any member of senior management or the inability to hire experienced technical or programing personnel could have a material adverse effect on our financial condition and results of operations.

•·any acquisition may result in significant expenditures of cash, stock and/or management resources,

•·acquired businesses may not perform in accordance with expectations,

•·we may encounter difficulties and costs with the integration of the acquired businesses,

•·management’s attention may be diverted from other aspects of our business,

•·we may face unexpected problems entering geographic and product markets in which we have limited or no direct prior experience,

•·we may lose key employees of acquired or existing businesses,

•·we may incur liabilities and claims arising out of acquired businesses,

•·we may be unable to obtain financing, and

•·we may incur indebtedness or issue additional capital stock, which could be dilutive to holders of our common stock.

OverSince theour lastacquisitions year,of Bergamet and UBN, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations. In part, at least with respect to Bergamet and UBN, we have been successful in meeting these objectives and our business has remained relatively unchanged. In October 2025, we acquired Gummy USA, which accelerated our revenue growth and increased our gross profit.

We are a platform for acquiring, developing, patenting, marketing, and distributing plant-based nutraceuticals. Our proprietary and patented products target select high-growth categories within the multibillion-dollar nutraceuticals market, such as heart, brain and immune health. Our products have not been evaluated by the FDA or any similar regulatory body for safety and efficacy. Our mission is to acquire or create products with health and performance benefits that have mass consumer appeal. Gummy USA added contract manufacturing and formulation services to our offering, and we now operate at the intersection of nutraceutical manufacturing, drug delivery innovation, and precision formulation technologies.

Guided by this mission, our first two acquisitions (in 2019 and 2020, respectively) formed our currenthistorical operating subsidiaries, BergaMet NA, LLC, which offers nutraceutical heart and immune health products, and UBN, which offers nutraceutical products for brain health. BasedOur onGummy publishedUSA researchacquisition from(in third-party2025), sources,which weis believeoperated as our BergaMetsubsidiary NA,HE LLCGummy productsUSA, haveInc., beenadded showntechnical capabilities and a manufacturing architecture to support heartour health,own supportneeds immuneas response,well andas addressthose metabolicof syndrome.third-parties.

Our general and administrative expenses were $3,366,341 for the year ended December 31, 2025, compared to $2,094,469 for the year ended December 31, 2024, comparedan toincrease $3,865,654of for$1,271,872, or 108%. In the year ended December 31, 2023,2025, ageneral decreaseand administrative expenses consisted mainly of $1,771,185,advertising orof 34%.$903,952, consulting fees of $506,843, stock-based compensation $481,782, salaries and wages of $371,679 and accounting and legal fees of $296,675. In the year ended December 31, 2024, general and administrative expenses consisted mainly of advertising of $697,533, consulting fees of $405,050, stock-based compensation $241,858, salaries and wages of $191,200 and accounting and legal fees of $261,076. In the year ended December 31, 2023, general and administrative expenses consisted mainly of stock-based compensation of $1,494,191, consulting fees of $592,093, accounting and legal fees of $258,187 and salaries and wages of $198,554. For the year ended December 31, 2024,2025, the decreaseincrease was due in part to catchadditional upadvertising inspends and stock-based compensation expense recognition.

Other income (expense) was $62,731 for the year ended December 31, 2025, compared to $(657,522) for the year ended December 31, 2024, compareda todecrease $(229,088)of for$720,253, or 146%. In the year ended December 31, 2023,2025, another increaseincome (expense) consisted of $428,434,interest orexpense, 340%.net of interest income of ($210,279) and change in fair value on derivative of $273,010. In the year ended December 31, 2024, other income (expense) consisted of interest expense, net of interest income of ($186,252) and change in fair value on derivative of $(471,270). In the year ended December 31, 2023, other income (expense) consisted of interest expense, net of interest income of ($176,948) and change in fair value on derivative of $(52,140). Change in fair value of derivative was related to reduction in convertible debts balances and the conversion of convertible debts into shares of common stock.

During the year ended December 31, 2024,2025, we had significant positive operating cash flows. Our cash on hand as of December 31, 2024 was $112,020.$146,935. While we had positive net cash from operations for the yearyears ended December 31, 2025 and 2024, our monthly cash flow burn rate for the year ended December 31, 2023 was $35,000. Wewe have both short- and medium-term cash needs. We anticipate that these needs will be satisfied through increased revenues and the issuance of debt or the sale of our securities until such time as our cash flows from operations will consistently satisfy our cash flow needs.

Our total current assets and total assets decreased slightly during the year ended December 31, 20242025 primarily as a result of our decrease in inventory of $265,067,$517,859, offset in part by an increase in accounts receivable of $176,747 and cash of $92,579.$34,916. Our total assets increased significantly as a result of our increase in fixed assets of $4,229,638, goodwill of $20,930,662, and right of use asset, net of $513,929. Our accumulated deficit increased during the year ended December 31, 2024,2025, by $840,671$881,119 to $19,240,344.$20,121,462.

Our cash on hand as of December 31, 20242025 was $112,020.$146,935. BasedWhile onwe ourhad currentpositive levelnet ofcash revenuesfrom operations for the years ended December 31, 2025 and monthly2024, burnwe ratehave forboth 2023short- ofand approximatelymedium-term $35,000cash perneeds month,and we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.

We had net cash from operating activities of $165,520 for the year ended December 31, 2025, compared to $281,968 for the year ended December 31, 2024, compared to net cash used in operating activities of $(415,749) for the year ended December 31, 2023.2024. We use our cash for normal business operations. Our net cash from operating activities for the year ended December 31, 2025 consisted of our net loss of $881,119, offset by increase in inventory of $546,161, and common stock issued for services of $384,150 and warrants issued for services of $309,500, offset in part by our change in fair value on derivative liability of $273,010. Our net cash from operating activities for the year ended December 31, 2024 consisted of our net loss of $840,671, offset in part by our change in fair value on derivative liability of $471,270, warrants issued for services of $301,858, and our decrease in inventory of $265,067. Our net cash used in operating activities for the year ended December 31, 2023 consisted of our net loss of $2,472,931, offset in part by our warrants issued for services of $1,639,191 and decrease in inventory of $192,845.

Our net cash providedused byin financing activities for the year ended December 31, 20242025 was $(189,389),$186,906, compared to $369,539$189,389 for the year ended December 31, 2023.2024. Our net cash providedused byin financing activities for the year ended December 31, 2025 consisted primarily of proceeds from the issuance of notes payable related party of $94,000$400,000 and proceeds from the issuance of notes payable related party of $314,800,$160,000, offset by payments for repayment of convertible debt of $212,780, payments for repayment of notes payable of $489,123$456,670, and payments for repayment of convertiblenotes debtpayable related party of $103,666.$77,455.