Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described elsewhere in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under "Item 1A. - Risk Factors." We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Overview

BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a health and wellness innovation company focused on mitochondrial health science, advanced peptide delivery, and metabolic care. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels in the health and wellness market. The Company's mission is to help people live healthier, longer, and more vital lives through cellular optimization-what we describe as "affordable ground-zero natural health and wellness."

The Company's core technology-the MODS Max™ (Mineral Oxide Delivery System) process-is a patent-pending delivery system that enhances the bioavailability of nutritional supplements, peptides, and bioactive compounds by directing the user on the order and frequency to take the Company's products to obtain the best result. Unlike conventional oral supplements that deliver 10-20% of their active ingredients, the MODS Max process achieves higher bioavailability by transiently opening tight junctions in mucosal membranes through controlled, microdose reactive oxygen species (ROS). The process is compatible with sublingual, oral, nasal, and topical delivery formats.

Fiscal Year 2025 Performance

At the completion of fiscal year 2025, the Company grew revenue strategically year over year, was once again profitable, and is positioned to scale further. Revenue for fiscal year 2025 was $5,688,717, representing a 208% increase over fiscal year 2024 revenue of $1,844,966. Net income for fiscal year 2025 was $642,090, a significant improvement over fiscal year 2024 net income of $87,000, with net margins expanding from 4.7% to 11.3%.

This growth was achieved by the Company expanding their revenue channels, including the direct-to-consumer channels and expansion of wholesale relationships, introducing several new products to the market, introducing the MODS Max process to customers and consumers, and focusing on marketing to grow demand for the Company's differentiated product portfolio.

Infrastructure and Systems Investments

During the final two quarters of fiscal year 2025, the Company made significant investments of time and resources to upgrade its operational infrastructure in preparation for anticipated growth and the demands of operating as a public company on a major exchange.

The Company upgraded its consumer-facing website platforms to improve the direct-to-consumer shopping experience, enhance product education content, and support higher traffic volumes as the Company scales its marketing and distribution efforts. These improvements are designed to increase conversion rates, support new product launches, and provide a more professional digital presence aligned with the Company's uplist objectives.

In addition, the Company migrated its accounting and financial reporting system to Oracle NetSuite, an enterprise-grade cloud-based ERP platform. The transition to NetSuite provides the Company with more robust financial controls, real-time reporting capabilities, and the scalability required to support multi-channel revenue operations. Management plans to begin implementing NetSuite's integrated artificial intelligence tools during 2026, which are expected to enhance forecasting accuracy, automate routine financial processes, and provide data-driven insights to support strategic decision-making as the Company scales.

Results Of Operations

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Our net income for the year ended December 31, 2025 was $642,090, compared to a net income of $87,000 during the year ended December 31, 2024. The Company has generated revenue of $5,688,717 and $1,844,966 with COGS of $2,448,000 and $536,078 during the year ended December 31, 2025 and 2024, respectively. The increase in revenue and COGS is due to overall Company growth. This growth was driven by increased product adoption across multiple sales channels, expanded wholesale partnerships, and continued growth in direct-to-consumer website sales. General and administrative expenses incurred were $2,206,495, during the year ended December 31, 2025, compared to $1,146,410 during the year ended December 31, 2024, and consulting expense of $315,171 and $75,478 was incurred during the year ended December 31, 2025 and 2024, respectively. Increases in costs were due to overall growth and increases in operational activity, including an increase in the Company's research and development activities to expand product offerings, additional marketing activities to promote products and broaden sales channels, and an increase in employee count to support the growth in revenue and inventory activity during the year.

Year		Revenue				Net Income				Net Margin
2024		$	1,844,966			$	87,000				4.7	%
2025		$	5,688,717			$	642,090				11.3	%

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2025, our total assets were $1,707,181, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, right-of-use assets, deposits, and intangible assets.

Cash Flows from Operating Activities

For the year ended December 31, 2025, net cash flows provided by operating activities was $172,178, consisting of our net income of $642,090 offset by changes in operating activities of $469,912. For the year ended December 31, 2024, net cash flows used in operating activities was $23,188, consisting of our net income of $87,000 less net changes in operating activities of $63,812.

Cash Flows from Investing Activities

For the year ended December 31, 2025, $56,850 was used to purchase an intangible asset compared to $26,037 used to purchase an intangible asset for the year ended December 31, 2024.

Cash Flows from Financing Activities

For the year ended December 31, 2025 net cash flows used by financing activities was $115,920, consisting of advances from related parties of $3,046,080, offset by repayments to related parties of $3,162,000. For the year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting of advances from related parties of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720

PLAN OF OPERATION AND FUNDING

The Company is pursuing a multi-phase capital strategy to support growth and prepare for a major exchange uplist. The Company is currently in the process of raising $1.5 million through a Regulation A (Reg A) offering filed with the Securities and Exchange Commission. Following the completion of the Reg A offering, the Company plans to pursue a major exchange uplist and raise an additional $5 million to $7.5 million in connection with the uplist to fund accelerated growth, expanded operations, and strategic initiatives. Management is evaluating a reverse stock split to streamline share structure for exchange compliance.

Operational Expansion - New Facilities

During the fourth quarter of 2025, the Company secured new office and shipping space at 14857 South Concord Park Drive, Bluffdale, Utah 84065. The Company prepaid rent for a 15-month term at this location, reflecting management's confidence in the Company's growth trajectory and its commitment to building the operational infrastructure necessary to support anticipated scaling activity across product lines. The new facility consolidates the Company's administrative, fulfillment, and logistics operations into a single location designed to support higher order volumes, expanded inventory management, and improved shipping efficiency.

Q1 2026 - Preparation to Scale

During the first quarter of 2026, the Company has dedicated significant resources to preparing and solidifying its operations to scale, with particular emphasis on the MODS Max process, testosterone optimization products, and the continued buildout of the Company's nutrition business.

On the testosterone front, management has been advancing formulation refinements, clinical documentation, and go-to-market strategies for NHTO/TPrime365 in preparation for broader commercialization. The nutrition segment-anchored by the MODS Max delivery process-has continued to grow through expanded product offerings and strengthened wholesale and direct-to-consumer relationships.

Management views Q1 2026 as a foundational quarter focused on building the systems, partnerships, and operational capacity required to accelerate growth across all three of the Company's core value drivers in the second half of 2026 and beyond.

Three Core Growth and Value Drivers

Management has identified three core growth and value drivers for the Company, with the MODS Max™ delivery process serving as the enabling technology that is crucial to all three:

1. Testosterone and Hormonal Optimization

The Company's NHTO/TPrime365 product represents a proprietary, non-injectable approach to testosterone optimization delivered via the MODS Max sublingual process. Clinical observations have demonstrated up to a 600% increase in total testosterone within 2-4 weeks. Without the MODS Max process's ability to achieve 60-90% bioavailability through transient tight junction opening, this multi-compound sublingual formulation would not be commercially viable. The global testosterone replacement therapy market is valued at $2.13 billion in 2026, with the broader testosterone and supplements market approaching $4 billion.

2. NAD+ and Cellular Health

The Company's validated, patent-pending NAD restoration approach depends entirely on the MODS Max delivery system to achieve bioavailability levels that conventional oral NAD supplements cannot match. The global NAD+ supplement market is valued at approximately $876 million in 2025, projected to reach $1.58 billion by 2035, while the broader NAD+ enhancer market (including therapeutics) is estimated at $5.59 billion, projected to reach $11.65 billion by 2030. For context, Niagen Bioscience (NAGE, formerly ChromaDex)-a single-molecule NAD+ company with approximately 90 patents focused solely on NAD+-carries a market capitalization of approximately $390-$812 million. Best 365 Labs has NAD+ formulations plus 29 additional formulations and a broader delivery process.

3. Platform Licensing and Peptide Delivery

The MODS Max process itself-independent of any single product-represents a valuable drug delivery technology asset with significant licensing potential. The process's ability to convert injection-only compounds (including GLP-1 therapeutics, peptides, and bioactive compounds) into oral and sublingual delivery formats positions it as a licensing candidate for pharmaceutical companies, compounding pharmacies, and supplement manufacturers.

Comparable transactions demonstrate the value of platform delivery technologies in the current market:

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Merck / Cyprumed (April 2025): Merck paid up to $493 million for a non-exclusive license to Cyprumed's oral peptide delivery platform-a comparable technology to MODS Max in the oral peptide delivery space.

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Thorne HealthTech (August 2023): L Catterton acquired Thorne HealthTech, a science-led supplement brand with DTC and healthcare channels, for $680 million in a take-private transaction.

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Platform Biotech Premium: According to Recon Strategy, platform-based biotech companies generate 5x more licensing deal value than non-platform peers ($748 million average vs. $136 million average).

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Industry Valuation Multiples: Supplement producers trade at 10.7x EV/EBITDA and 6.7x EV/Revenue; compound pharmacies trade at 11.1x EV/EBITDA and 6.6x EV/Revenue.

Based on these comparables and the breadth of the Company's 30-formulation portfolio spanning four therapeutic categories, management's internal valuation analysis estimates the MODS Max patent portfolio value at $50 million to $1 billion or more across three scenarios: (i) a base case treating the Company as a nutraceutical company with proprietary formulations ($50M-$150M); (ii) a platform licensing scenario valuing MODS Max as a drug delivery technology ($150M-$500M); and (iii) a full-platform scenario incorporating GLP-1 commercialization and multiple licensing partnerships ($500M-$1B+).

MODS Max is the common thread across all three value drivers. Without it, the Company's testosterone formulations lack the bioavailability needed for sublingual delivery, the NAD approach loses its competitive differentiation, and the platform licensing opportunity does not exist. Management believes this integrated platform model-one core technology enabling multiple high-value verticals-is the Company's primary competitive advantage and the foundation for long-term stakeholder value creation.

The Living Chip - Education and Market Development

The Company, in collaboration with its medical director, Steve Warren, is preparing to release a book titled "The Living Chip." The publication is intended to educate consumers, healthcare practitioners, and the broader market on the Company's "ground-zero" approach to cellular health-the concept that optimizing health at the mitochondrial and cellular level is the foundation for addressing chronic disease, aging, and metabolic dysfunction.

The Living Chip will explain the science behind the MODS Max advanced delivery system and how it enhances the bioavailability of peptides, NAD precursors, testosterone compounds, and other bioactive ingredients that are otherwise poorly absorbed through conventional oral supplementation. Management believes the book will serve as a meaningful market development tool, building consumer awareness and clinical credibility, while supporting the Company's positioning as a science-driven innovator in the health and wellness industry.

Pharmacy Partnerships for Controlled Scaling

During the first quarter of 2026, management has actively begun evaluating and pursuing key pharmacy partnerships to scale the MODS Max process-and specifically the Company's testosterone and peptide formulations-in a controlled manner designed to enhance stakeholder value.

Rather than pursuing rapid, undifferentiated distribution, the Company's strategy is to identify pharmacy partners with established compliance infrastructure, clinical relationships, and compounding capabilities that align with the Company's quality and regulatory standards. This controlled approach is intended to protect the integrity of the MODS Max brand, maintain pricing discipline, and build sustainable, recurring revenue relationships with high-quality distribution partners.

Management believes that pharmacy partnerships represent a significant near-term revenue opportunity and a key channel for scaling the MODS Max process beyond the Company's existing direct-to-consumer and wholesale channels.

Medical Advisory and Market Opportunity Identification

Management has been actively working with the Company's medical advisors to identify and refine market opportunities and specific areas where the Company's MODS Max process and formulation portfolio can create meaningful disruption. This collaborative effort between management and the Company's clinical team is focused on evaluating emerging therapeutic categories, assessing unmet consumer needs in the health and wellness space, and prioritizing formulation development and commercialization strategies that align with the Company's core competencies in advanced delivery, cellular optimization, and metabolic health.

Management believes this disciplined, science-informed approach to market opportunity identification-guided by medical expertise rather than trend-chasing-positions the Company to enter new verticals with differentiated products and defensible competitive advantages.

Separation from Ageless Holdings, LLC

The Company is currently undertaking a formal separation from the related party Ageless Holdings, LLC. Ageless Holdings, LLC is 90% owned by the Company's Chief Executive Officer, Darren Lopez, and had previously served as the Company's supply chain and compounding partner. Ageless Holdings, LLC has made arrangements to divest all of its ownership interest in the Company as part of this separation process.

The parties are currently finalizing a settlement agreement, and both the Company and Ageless Holdings, LLC are confident that the terms will be completed on mutually agreeable terms. The settlement is expected to include the transfer of work-in-process ("WIP") inventory to the Company, along with the issuance of preferred shares to Darren Lopez, the Company's Chief Executive Officer, in consideration for research and development contributions and over 30 additional proprietary formulations that Best 365 Labs has not yet commercialized. These formulations-spanning peptide delivery, hormonal optimization, longevity protocols, and metabolic health-represent significant future revenue potential and tie directly into the current regulatory environment following the February 2026 announcement by United States Health and Human Services ("HHS") Secretary Robert F. Kennedy Jr. regarding the reclassification of approximately 14 Category 2 peptides back to Category 1, which would enable 503A/503B compounding of these compounds.

The separation was undertaken to eliminate perceived conflicts of interest, establish arm's-length business relationships, and position the Company for the heightened corporate governance and transparency standards required for a Reg A offering and major exchange listing.

Amazon Distribution Pivot

In November of 2025 the Company began discussing a termination of convenience with Epic Global, the customer that sells the Company's products on Amazon, and began negotiating a strategic partnership with Rebelution, a full-service e-commerce agency and operational infrastructure provider powered by Growvana, to lead the Company's Amazon operations. Rebelution manages more than 2 million ASINs with AI-driven technology that helps brands scale across Amazon, Walmart, and Target.

Under this proposed partnership, Rebelution and Growvana would lead the Company's Amazon operations, including marketplace strategy, product detail page optimization, brand storefront experiences, and conversion-focused content execution. Growvana's platform infrastructure drives operational scalability and retail channel strategy. The engagement represents a comprehensive modernization of the Company's Amazon commercialization approach, structured to deliver institutional-grade execution aligned with the demands of public-company standards.

"We are excited for what Rebelution and Growvana can help us accomplish through their Amazon prowess and AI-driven technology. They are the option we have been looking for on the Amazon front, and gaining traction and education on the numerous innovations we have and are releasing. Our breakthroughs in NAD optimization and total cellular health-powered by MODS Max-have opened up what we call affordable ground-zero natural health and wellness, and this partnership gives us the infrastructure to bring those innovations to millions of consumers who deserve access to real science-backed solutions."

- Darren Lopez, CEO, Best 365 Labs / BioScience Health Innovations (OTC: BHIC)

Testosterone Market Disruption

A core component of the Company's strategy is to disrupt the testosterone marketplace. The global testosterone replacement therapy (TRT) market is valued at $2.13 billion in 2026, projected to reach $2.57 billion by 2031 (3.9% CAGR), with the broader testosterone market, including supplements, approaching $4 billion. The U.S. hormone replacement market is $16.6 billion, projected to reach $30.8 billion by 2035.

The Company has been executing this strategy through its flagship product, NHTO (also marketed as TPrime365), a proprietary 4-in-1 sublingual testosterone formula combining enclomiphene and boron via the MODS Max delivery process. Clinical observations have demonstrated up to a 600% increase in total testosterone and doubled free testosterone levels within 2-4 weeks of use-results that demonstrate the MODS Max process functions as a synergistic enabler for multi-component therapeutic formulations, not merely a bioavailability enhancer.

To date, there have been over 5,000 patient-uses of MODS Max formulations with zero serious adverse events reported. The Company's approach to testosterone optimization is differentiated by its non-injectable sublingual delivery, its compound formulation strategy, and its affordability relative to traditional TRT protocols-positioning Best 365 Labs as a disruptive participant in a large and growing market.

NAD Approach Validation and Market Opportunity

The Company and its medical director believe they have validated a unique and patent-pending approach to NAD (nicotinamide adenine dinucleotide) restoration through the MODS Max delivery process. NAD is a critical coenzyme involved in cellular energy production, DNA repair, and metabolic function. Scientific research has increasingly identified the natural decline in NAD levels as a root driver of aging and age-related metabolic disorders.

The Company's NAD formulations-delivered sublingually via MODS Max-achieve significantly enhanced bioavailability compared to conventional oral NAD supplements, which are largely degraded in the digestive tract. This approach represents a meaningful advancement over existing products in the market.

The NAD market represents a significant growth opportunity:

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Global NAD+ Supplement Market: Valued at approximately $876 million in 2025, projected to reach $1.58 billion by 2035 (6.1% CAGR).

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Global NAD+ Enhancer Market (Including Therapeutics): Estimated at $5.59 billion in 2025, projected to reach $11.65 billion by 2030 (15.8% CAGR).

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Comparable Company: Niagen Bioscience (NAGE, formerly ChromaDex), a single-molecule NAD+ company, carries a market capitalization of approximately $390-$812 million with roughly 90 patents focused solely on NAD+. By contrast, Best 365 Labs has NAD+ formulations plus 29 additional formulations and a broader delivery platform.

The Company's validated NAD approach, combined with the MODS Max delivery advantage, positions Best 365 Labs to capture meaningful share in this rapidly expanding category.

Intellectual Property

The Company continued to strengthen its intellectual property position throughout 2025 and plans to continue this effort through 2026. As of the date of this filing, the Company has six patent applications pending with the U.S. Patent and Trademark Office and internationally, covering the MODS Max delivery process, oral methylene blue stabilization, catalytic compound blends, and nutritional supplement compositions. All applications were prepared by Thorpe North and Western.

In addition, the proposed settlement with Ageless Holdings, LLC is expected to provide the Company with rights to over 30 proprietary formulations spanning peptide delivery, GLP-1 therapeutics, hormonal optimization, and longevity protocols. These formulations-which have not yet been commercialized-represent a deep pipeline of future products protected by the Company's patent-pending process technology and trade secret manufacturing know-how.

Management believes the combination of patent filings, trade secret manufacturing protections, and the breadth of the formulation portfolio creates a layered IP moat that is difficult for competitors to replicate.

Peptide Reclassification

On February 27, 2026, HHS Secretary Robert F. Kennedy Jr. announced that approximately 14 of 19 Category 2 peptides would be moved back to Category 1, enabling 503A/503B compounding. This development, if formally enacted by the FDA, would directly unlock commercial pathways for at least 9 MODS Max formulations containing BPC-157, TB-500, ipamorelin, CJC-1295, GHK-Cu, MOTS-C, kisspeptin, and epitalon. Official FDA publication of the updated list is pending. This announcement is directly relevant to the 30+ formulations acquired through the Ageless Holdings settlement, many of which contain these peptides.

GLP-1 Oral Delivery

The Company's proprietary oral delivery system offers a compliant pathway for GLP-1 compound delivery under FDA guidelines by introducing a distinct dosage form that is not "essentially a copy" of existing injectable therapies. The Company is pursuing dual commercialization strategies: (1) immediate compounding opportunities under Section 503A, and (2) the FDA 505(b)(2) approval pathway to leverage existing safety and efficacy data for broader market access.

Patent Pending Product Overview and Update

New U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

New International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

New U.S. Non-Provisional Patent Application No.18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024

New International Patent Application No.PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024.

New U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024

New U.S. Non-Provisional Patent Application No.19/371,824 for TREATMENTS USING METHYLTHIONINIUM SALT, LIQUID MINERAL BLENDS, AND/OR SECONDARY PHYSIOLOGICALLYACTIVE COMPOUNDS WITH PHYSIOLOGICAL THERAPIES, filed on 10/28/2025

New U.S. Non-Provisional Patent Application No.19/173,875 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 4/9/2025

New U.S. Provisional Patent Application No.PCT/US26/13809 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/4/2026

The above-referenced provisional patent applications were filed in the United States Patent and Trademark Office ("Patent Office"). These were filed for the company by law firm, Thorpe North and Western.

We believe that there are multiple potential patents within this offering. Leadership is exploring potential partnerships and strategic alliances to monetize and capitalize for the stakeholder.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis and results of operations are based upon our accompanying financial statements for the year ended December 31, 2025, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Company's financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.