Note 9 – Notes Receivable

Nanuva Note Receivable

On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”). In connection with the MDA, the Company advanced $500,000 to Nanuva (the “Advance Payment”) to assist Nanuva in financing capital investments required to purchase two EnWave REV™ 10 machines used to produce products for the Company. The Advance Payment is evidenced by a promissory note bearing interest at 3% per annum on the outstanding principal balance. The note is collateralized by a second lien on the equipment purchased by Nanuva. The MDA expires on May 31, 2027, with automatic annual renewals thereafter unless terminated in accordance with its terms.

Repayments under the agreement are based on kilograms produced by Nanuva for the Company, subject to a minimum contractual annual payment of $12,000. On February 4, 2024, the Company and Nanuva entered into an amendment to the MDA which extended the date of the first minimum contractual annual payment to September 30, 2024.

As of December 31, 2025, the total outstanding balance of the note receivable from Nanuva was $401,523, consisting of $359,982 of principal and $41,541 of accrued interest. Since inception, the Company has received repayments under the note totaling $156,241, consisting of $140,018 of principal and $16,223 of interest, which were recognized as reductions of inventory costs as products were manufactured by Nanuva for the Company.

During 2025, the Company determined that it no longer expects to utilize Nanuva for third-party manufacturing as the Company transitioned production to its manufacturing facility in Pisco, Peru. Based on this change in operating strategy, the lack of recent manufacturing activity with Nanuva, and uncertainty regarding Nanuva’s ability to repay the note according to its contractual terms after declaring bankruptcy, management evaluated the collectability of the note receivable in accordance with ASC 326, Financial Instruments—Credit Losses. As a result of this assessment, the Company recorded a full allowance for credit losses on the outstanding balance of the Nanuva note receivable as of December 31, 2025.

The Company continues to hold a second lien on the EnWave REV™ 10 machines that collateralize the note receivable and has commenced negotiations with Nanuva to recover the equipment and terminate the MDA. Management believes the estimated fair value of the collateral may exceed the outstanding balance of the note; however, because the Company has not obtained possession of the equipment as of December 31, 2025, the note receivable has been fully reserved. Any recovery related to the collateral will be recognized when realized.

In April 2024, the Company also advanced Nanuva $75,600 related to inventory orders that were not fulfilled. The Company recorded an allowance for doubtful accounts for the full amount of this prepaid inventory balance.