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

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this annual report. If any of the risks described below occur, our business, reputation, operating results, prospects and the value of our securities could be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.

Our transition to an app-based subscription and platform model may not succeed. Our current strategy depends on scaling the Done With Diabetes app as a recurring subscription product and, over time, expanding into a broader technology-enabled platform. This model is materially different from a historical emphasis on discrete wellness products and related offerings. We may not be able to acquire users cost-effectively, convert trial users into paying subscribers, retain users for the duration of the program, maintain engagement in Lifetime Wellness Mode or realize the operational leverage management expects from our AI-enabled and agentic workflows. If our subscription model does not achieve the growth, retention or operating leverage we expect, our business and prospects could be materially harmed.

Our business depends on sustained user engagement, retention and perceived relevance. The value proposition of our platform depends on repeated use over time. Our current product experience includes onboarding, daily missions, meal guidance, dashboards, community participation, AI coaching and gamified features intended to reinforce adherence. If users do not find these features helpful, engaging, easy to use or worth the ongoing subscription price, they may cancel, become inactive or fail to recommend the product to others. Because our strategy is designed around recurring engagement rather than a single transaction, weak retention could have a disproportionate adverse effect on our growth and brand perception.

We operate in a highly competitive and rapidly evolving market. We compete with digital wellness applications, metabolic health and diabetes support platforms, nutrition and habit-tracking products, coaching programs, large consumer health brands, free online resources and enterprise wellness vendors. Many current and potential competitors have significantly greater financial, technical, marketing and organizational resources than we do. Competitors may introduce products with broader distribution, stronger brands, more sophisticated technology, more substantial evidence packages, lower pricing or more favorable enterprise contracting terms. If we fail to differentiate our platform in a meaningful way, demand for our offerings could be limited.

Our enterprise strategy may involve long sales cycles, additional requirements and uncertain conversion. We intend to market our platform not only to individual consumers but also to self-insured employers, health plans, payers, provider groups and pharmacy benefit managers. Enterprise opportunities may require lengthy evaluation cycles, pilot programs, security reviews, reporting capabilities, integration support, specialized contractual terms and additional compliance commitments. We may invest management time, development resources and external expenses in pursuit of enterprise opportunities that do not ultimately close or do not scale as expected. As a result, our enterprise strategy may take longer to develop and may be more costly than anticipated.

Our use of artificial intelligence, including agentic and agent-to-agent workflows, may expose us to product, legal and reputational risk. Our platform uses AI-enabled features, including Dr. Smith AI Coach and other automated engagement functions, to personalize guidance and user support. As we continue to develop agentic workflows, specialized AI agents may retrieve program content, exchange context, sequence recommendations or support community-related interactions. AI systems can produce inaccurate, incomplete, outdated, inconsistent or otherwise unsatisfactory outputs. They may also reflect biases, fail to account for user-specific context, or be used in ways we did not anticipate. In agentic environments, errors, inappropriate instructions, unsafe outputs or permission failures may be amplified when context is transferred across tools, models or agents, or when AI-mediated content appears inside a community experience. If users rely on AI-generated content they perceive to be misleading, harmful or inappropriate, or if regulators, partners or the public challenge our use of AI, our reputation, customer relationships and business prospects could be materially harmed. In addition, evolving laws and standards governing AI may increase our compliance burden or limit certain product features.

If we cannot appropriately substantiate, communicate or qualify claims regarding our platform, we could face regulatory and reputational harm. Our website and public materials describe our platform as evidence-informed and focused on metabolic health, and our commercial success depends in part on how effectively we communicate user value, outcomes potential and product differentiation. Claims relating to wellness outcomes, engagement, retention, lifestyle improvement, cost savings or other benefits may be challenged by regulators, advertising platforms, enterprise buyers, competitors or consumers if they are viewed as insufficiently supported, misleading or not appropriately qualified. Even if claims are based on internal data or good-faith interpretation, disputes regarding substantiation or presentation could result in investigations, platform restrictions, negative publicity, litigation or reduced trust.

The regulatory environment applicable to digital wellness, subscription commerce, privacy and health-adjacent claims is evolving and may become more burdensome. Our operations are subject to laws and regulations relating to consumer protection, subscriptions and automatic renewal, digital advertising, privacy and data security, intellectual property, payment processing, accessibility, online communications and health-related representations. Because our offerings address topics closely related to chronic conditions, there is a risk that regulators or counterparties could take a different view than we do regarding the scope of permissible claims, the boundary between wellness support and regulated medical activity, or the compliance obligations associated with particular features. Changes in law, regulation, enforcement priorities or platform policies could require us to modify product features, marketing practices, disclosures, pricing flows or data handling practices, any of which could increase our costs or limit our growth.

If our platform, systems or data are compromised, unavailable or exposed, our business could be materially harmed. We collect and process personal information, profile data, engagement history, subscription records and health-related lifestyle information through our digital platform. Our business relies on cloud infrastructure, third-party software, payment processors and communications providers. A security incident, ransomware event, credential compromise, software vulnerability, insider misuse, vendor failure or significant service outage could disrupt operations, expose data, damage our brand, trigger legal or contractual claims, increase regulatory scrutiny and reduce user or partner confidence. Any significant cybersecurity or reliability event could materially adversely affect our business.

We rely heavily on third-party service providers and external platforms. Important parts of our platform and commercial operations depend on third-party vendors for hosting, payments, analytics, communications, development tools, AI-enablement, model providers, search visibility and social distribution. We may have limited control over the performance, pricing, security, service continuity or policy decisions of these providers. If a critical vendor experiences downtime, increases prices, changes technical requirements, restricts our access, terminates services, alters content or advertising policies, or suffers its own cybersecurity incident, our product performance and customer acquisition could be adversely affected. Replacing key providers may be time-consuming, costly and disruptive.

Our business is dependent on a small number of key personnel and external support relationships. At the date of this report, we have a very limited number of internal personnel and rely significantly on third-party consultants, contractors and service providers for selected operational, development, finance, marketing and support functions. Our ability to execute our strategy depends on the continued availability and performance of these individuals and organizations. The loss of key personnel, an inability to attract qualified external support, or disruption in important vendor relationships could delay product development, impair execution and weaken internal controls and oversight.

Our DWX platform vision, broader agentic architecture and future condition-specific offerings may never be realized or may distract management. We have discussed a broader Done With, or DWX, platform vision under which the underlying personalization, AI support, agentic workflows and community framework may be extended to additional condition-aware programs, including publicly referenced areas such as heart disease and depression. These expansion opportunities remain subject to significant uncertainty, including product development, regulatory positioning, market acceptance, funding, staffing and partner demand. If we pursue new offerings or additional platform layers too aggressively, we may divert resources from our flagship product. If we do not successfully expand, the market may view our long-term platform narrative as unproven.

Costs and Expenses

Total costs and operating expenses increased by $5,335 or 10% in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in operating cost and expense was due to use of third-party software development team.

Selling, general and administrative expenses increased by $6,075 or 12% in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in operating cost and expense was due to use of third-party software development team.

Net Loss

Our net loss for the three months ended June 30, 2026 was $63,889 compared to $57,081 for the three months ended June 30, 2025. Our net loss increase is attributable to the increase in selling, general, and administrative expense including an increase in consulting and accounting expense and increase in interest expense.