Item 1A - Risk Factors

We have a limited operating history with our current business. The Company was incorporated in 2013 and was unsuccessful at previous business plans.

The Company has been engaged in the health and wellness industry since the FHI and BioSwan acquisitions in 2013. We have the benefit of their experience in developing and marketing nutraceutical products but understand that neither of them had significant success exploiting the products and technology we purchased. Future operations are subject to all the problems, expenses, difficulties, complications and delays encountered in establishing new businesses. The Company believes that it will become commercially viable, generate significant revenues, and operate at a profit in future periods but there are no assurances that we will meet these expectations.

The Company has no cash flows to support operations and relies on external sources to maintain the corporate entity.

Our revenues from product sales in the past have not been sufficient to cover our operating expenses, including the expenses associated with our status as a public company, or our research and marketing expenses. We have been reliant on outside financing sources, some of which are dependent on our status as a public company. All of these external sources are subject to general economic and market risks as well as regulatory factors that make future financing uncertain.

The Company will require additional financing to become commercially viable.

The Company’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. 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.

During the period ended December 31, 2024, there is no sales revenue 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.

In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Company’s existing stockholders have expressed their interest in the possibility of maintaining the corporate status of the Company and provide all necessary working capital on the Company’s behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or existing controlling stockholders to provide additional future funding. Further, the Company is subject to future economic trends and the business operations for the Company’s existing controlling stockholders in order to have the resources available to support the Company.

The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

In the past, a significant portion of our cash needs have been met through issuance of convertible debt securities. The notes generally carry Original Issue Discounts, provide for cash repayments during the first six (6) months after issuance (with a pre-payment penalty), and allow the holder to demand repayment by issuance of shares of common stock at a discount to market price. In function, these convertible notes act as private placements of our securities, with a variable subscription price based on market performance. On those terms, as subscription rather than debt, the rates and conversion amounts have so far been reasonable to us. Moreover, our agreements with these lenders contain representations that 1) there was no public solicitation for the notes, 2) that the note holders are “accredited” investors within the meaning of SEC Regulation D, and 3) that the holders will limit their conversions in a manner to assure they never hold more than 4.99% of the Company’s issued and outstanding shares. We have no assurances that we will be able to continue to borrow funds from these lenders and have been working to develop alternative financing means through more traditional methods.

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. Still, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

The Company’s current business can be capital intensive.

The Company acknowledges that its Plan of Operations may not produce a consistent generation of positive working capital shortly. We are in a consumer-driven market space that requires our development and marketing of attractive products, which is expensive. Although management believes it will be able to successfully execute its business plan, which includes third-party financing and raising 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.

We currently rely on certain key individuals, and the loss of one of them could adversely affect the Company.

Our success depends to a certain degree upon certain key members of our management. These individuals are a significant factor in our growth and success. The loss of the services of such members of management could have a material adverse effect on our Company. We presently maintain no key-man insurance coverage on any of our officers.

The Company’s success will depend in part on its ability to attract qualified personnel and consultants.

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

The Company must effectively meet the challenges of managing expanding operations.

The Company’s business plan anticipates that operations will significantly expand during 2025 and beyond. This expansion will require the Company to manage a larger and more complex organization, which could significantly strain our managerial, operational, and financial resources. Management may not succeed with these efforts. Failure to expand efficiently could cause expenses to be greater than anticipated, revenues to grow more slowly than expected, and could otherwise have an adverse effect on the business, financial condition, and results of operations.

Our business could be affected by changes in governmental regulation.

Federal, 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, additional or revised Federal, 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. Failure to do so could significantly harm our business, financial condition, and results of operations.

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

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

Breakdown of equipment.

Labor disputes.

Imposition of new government regulations.

Supply chain failures.

Product contamination.

Unanticipated allergy or other reactions.

Sabotage by operational personnel.

Cost overruns; and

Fire, flood, or other acts of God.

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

We will likely face significant competition.

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, and algal-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, and results of operations.

RISKS RELATED TO OUR PUBLIC COMPANY STATUS AND OUR COMMON STOCK

Our internal controls may be inadequate, which could make our financial reporting unreliable and lead to the dissemination of misinformation 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, 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. We may be unable to increase our staff or engage outside consultants or professionals to overcome our lack of employees. During our testing, we may identify other deficiencies that we may not be able to remediate promptly. 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 adequate 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 essential 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 must 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, resulting in our inability to continue as a going concern.

Management and the Board of Directors may be indemnified.

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 significant 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 minimal 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 prices 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 NASDAQ or a stock exchange like the New York Stock Exchange. These factors may impact our ability to obtain financing in the future and will undoubtedly impact 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. These restrictions 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, which generally defines “penny stock” as any equity security with 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 our common stock, which impose additional sales practice requirements on broker-dealers who sell to people 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. Before recommending speculative low-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, and other information. Under interpretations of these rules, 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’ ability to buy and sell our common stock.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact BioAdaptives’ common stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

control of the market for the security by one or a few broker-dealers that are often related to a promoter or issuer.

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases.

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

Excessive 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.

BioAdaptives’ Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to adversely affect common stockholder voting power and rights upon liquidation.

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’s relative rights and preferences. 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, before the redemption of our common stock. We have recently established the Series A Preferred Stock. We established the Series A Preferred Stock in 2020 and, subsequently, the Series B and C Preferred Stock; these preferred shares provide holders with enhanced voting and conversion privileges. These privileges may impact the rights and privileges of common stockholders in certain circumstances. A Preferred Series D Stock was also approved by the Board in 2024.

We do not expect to pay cash dividends in the foreseeable future.

The Company has never paid cash dividends on its common stock and does not expect to pay a cash dividend on its common stock at any time in the foreseeable future. The future payment of dividends depends upon future earnings, capital requirements, financial requirements and other factors that the Company’s board of directors will consider. Since we do not anticipate paying cash dividends on the common stock, return on investment, if any, will depend solely on an increase, if any, in the market value of the common stock.

Future sales of shares of BioAdaptives common stock pursuant to Reg. A+ and Rule 144 under the Securities Act could adversely affect the market price of BIOADAPTIVES’s common stock.

As of March 24, 2025, the Company has 9,048,659 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, 4,046,659 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 now available for public sale under 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.

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. These shares have enhanced voting and conversion privileges, so 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 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, and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, national securities exchanges, and the NASDAQ Stock Market as a result of Sarbanes-Oxley, require implementing 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 listed on those exchanges or the NASDAQ Stock Market. We have not yet adopted these measures because 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.

We do not currently have independent audit or compensation committees. As a result, directors have the ability, among other things, to determine their 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-director transactions, conflicts of interest, and similar matters, and investors may be reluctant to provide us with funds necessary to expand our operations.

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, and members of board committees required to provide for our effective management due to 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.