LFTD PARTNERS INC.

The Company owns one real property in Kenosha, Wisconsin (the “5511 Building”) and leases additional facilities used in its operations (the “Additional Facilities”). The 5511 Building is an 11,238 square foot building located at 5511 95th Avenue, Kenosha, Wisconsin, which was purchased on December 14, 2023 for $1,375,000. The 5511 Building is used for office space, manufacturing and storage. As of December 31, 2025, the 5511 Building is subject to a first priority mortgage in the principal amount of $852,755. The 5511 Building is currently for sale, and if it is sold then the Company will use the net sale proceeds to pay off the mortgage, and plans to consolidate its operations in the Additional Facilities.

The Additional Facilities are located at 8910 58th Place, Suites 100, 600 and 700, Kenosha, Wisconsin and 5732 95th Avenue, Suites 100-300, Kenosha, Wisconsin. Effective February 1, 2026, the Company expanded the 5732 95th Avenue lease to include Suite 400. The Additional Facilities comprise an aggregate of approximately 41,000 square feet of leased space. The leased space located at 8910 58th Place, Suites 100, 600 and 700, Kenosha, Wisconsin is used by the Company for shipping, receiving, packaging and office space. The leased space located at 5732 95th Avenue, Suites 100-400, Kenosha, Wisconsin is used for gummy manufacturing and storage.

Refer to NOTE 10 – LEASES to the Consolidated Financial Statements for additional information regarding the Company’s leased and owned real property. From time to time, the Company also maintains inventory at third-party facilities located throughout the United States.

Management believes that the Company’s facilities are adequate for its current operational requirements.

• Growth Capital may be unavailable or only available on dilutive, expensive, or otherwise unattractive or risky terms
• Our future capital requirements are uncertain
• The visibility and trading volume of our common stock are low
• Our common stock lacks a meaningful public market
• Our common stock may never be listed on a recognized national exchange
• Unless and until our common stock is approved for listing on a recognized national exchange, many potential investors may be unwilling to purchase our common stock
• Our common stock may be considered a “penny stock” and may be difficult to trade
• A return on our securities is not guaranteed
• Certain stock brokers will not handle our common stock
• Options trading of our common stock is not currently possible
• Our common stock lacks institutional or analyst support
• The public float of our common stock is small
• The trading price of our common stock may be volatile and could drop quickly and unexpectedly
• We may be damaged by lawsuits
• Sales of shares of our common stock, or the perception in the public markets that these sales may occur in the future, may cause the trading price of our common stock to fall
• We may issue additional shares of common stock, and options and warrants to purchase additional shares of common stock, without stockholder approval, which would dilute the current holders of our common stock
• The rights of the holders of our common stock may be impaired by the potential issuance of preferred stock
• Our common stock may be subject to significant dilution
• Raising capital by selling our common stock or convertible preferred stock is difficult to accomplish
• Raising capital by selling our common stock or convertible preferred stock could be expensive
• Debt financing is difficult to obtain and could be expensive
• Raising capital by borrowing could be risky
• Our financing decisions may be made without stockholder approval
• Our investor relations efforts may not be successful
• High interest rates may have an adverse effect on the trading price of our common stock
• Taxes and regulatory compliance costs may reduce our margins
• Tax interpretations and changes in tax regulations and legislation may adversely affect us
• We are adversely affected by regulatory uncertainties
• Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs
• A small number of stockholders have significant influence over us
• State law and our articles of incorporation and bylaws help preserve insiders’ control over us
• Retaining and attracting directors and officers may be expensive
• We indemnify our directors and officers, and certain other parties
• We do not expect to pay dividends to holders of our common stock
• Our cost of being a publicly traded company will increase as our business operations expand
• Decreased effectiveness of stock options and warrants could adversely affect our ability to attract and retain employees
• The issuance of shares of Deferred Contingent Stock pursuant to the terms of the Lifted Merger could reduce our earnings and stock price
• Tax and accounting requirements may change in ways that are unforeseen to us and we may face difficulty or be unable to implement or comply with any such changes
• We may have exposure to greater than anticipated tax liabilities, which may harm our business
• We incur increased costs as a result of operating as a public company and our management is required to devote substantial time to new compliance initiatives
• Management may not be able to successfully implement adequate internal controls over financial reporting
• The delay in Lifted’s receipt of payments from certain customers have increasingly become an issue for Lifted
• Write offs of inventory continue to be significant for Lifted
• Lifted’s collaborations with third-party companies may be unprofitable and fail
• The FDA has not approved any of Lifted’s products, and Lifted could face cease and desist letters, lawsuits or other enforcement actions by the FDA or DEA
• Investors may file litigation including class action lawsuits against Lifted and/or LFTD Partners because the FDA has not approved Lifted’s products for any medical purpose, or because the FDA or DEA has issued cease and desist letters, or brought lawsuits or other enforcement actions against Lifted, or for other reasons associated with the formulation, packaging, labeling, lab testing, advertising, promotion, medical claims, ineffectiveness, or other characteristics of Lifted’s products
• Investors may file litigation including class action lawsuits against Lifted and/or LFTD Partners due to drops in the trading price of LFTD Partners’ common stock triggered by FDA or DEA cease and desist letters, lawsuits or enforcement actions against Lifted
• Lifted may become subject to FDA or Bureau of Alcohol, Tobacco, Firearms and Explosives regulation
• The Preventing Online Sales of E-Cigarettes to Children Act may have a material adverse effect on certain portions of Lifted’s online sales
• We could be subject to litigation that includes claims under RICO
• Shipping companies may be unwilling to serve Lifted
• Pandemics or disease outbreaks, such as the coronavirus, may disrupt consumption and trade patterns, supply chains, and production processes, which may materially affect Lifted’s operations and results of operations
• Lifted, Cannabis Companies, or the hemp-derived, kratom-derived, marijuana, psychoactive and nicotine industries more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception
• Nicotine is an addictive chemical and governmental health authorities want to curb its use
• Many nicotine products have been linked to cancer
• Some vaping products may have been linked to deaths and illnesses
• If Lifted is not able to comply with all safety, health and environmental regulations applicable to its operations and industry, Lifted may be held liable for any breaches of those regulations
• Obtaining GMP certification may be expensive and time-consuming
• Lifted may be unable to obtain GMP certification, and as a result, may lose business opportunities and/or existing customers
• Lifted may lose profits or become subject to liability arising from any breach of contract or fraudulent or illegal activity by our suppliers, testing labs, employees, independent contractors, consultants and others
• Lifted, Lifted’s co-packers, or third party facilities where Lifted stores inventory, may experience security breaches at its/their facilities, or losses as a result of the theft of inventory
• Lifted may be subject to risks related to its information technology systems, including the risk that it may be the subject of a cyber-attack and the risk that it may be in non-compliance with applicable privacy laws
• Cyber incidents or malicious attacks on Lifted's information technology systems could damage our reputation, negatively impact our business, and expose us to litigation risk
• If Lifted's computer systems, or the computer systems of third party software or service providers, or the underlying infrastructure of the internet, are breached or compromised, and unauthorized access is obtained to Lifted's data or customer’s data, or authorized access is blocked or disabled, then we may incur significant legal exposure and liabilities, or a negative financial impact
• Cybersecurity attacks, business interruptions and compliance issues experienced by third parties could materially and adversely affect our financial condition, results of operation and cash flows
• Lifted does not have the manpower, expertise or financial resources to effectively identify, detect, prevent or remediate cybersecurity risks
• If Lifted or our third-party service providers experience an actual or perceived cybersecurity event, our platform may be perceived as not being secure, and we may lose customers or incur significant liabilities, which would harm our business and operating results
• Failure to maintain satisfactory compliance with certain privacy and data protections laws and regulations may subject us to substantial negative financial consequences and civil or criminal penalties