▸ Changes in U.S. tax law, including those introduced under the OBBBA, may further impact our tax obligations and planning strategies.· · · · ● 1 ▸ Compliance with climate-disclosure and environmental-reporting requirements may increase costs and regulatory risk.· · · · ● 1 ▸ Future issuances of Common Stock or Preferred Stock could dilute existing stockholders and reduce the market value of our Common Stock.· · · · ● 1 ▸ Increases in market interest rates could materially increase our borrowing costs, reduce cash flow and adversely affect our financial condition and results of operations.· · · · ● 1 ▸ Our ability to successfully execute our responsibilities under the Captaincy and the A&R Distribution Agreements with Pepsi is critical to our long-term performance.· · · · ● 1 ▸ Our advertising and promotional activities may be subject to regulatory review of the truthfulness and substantiation of product claims.· · · · ● 1 ▸ Pepsi’s increased ownership stake and additional Board representation may allow it to exert greater influence over our strategic and governance decisions.· · · · ● 1 ▸ group Risk Factors Related to Financial Risks· · · · ● 1 ▸ Tariffs, inflationary pressures and global supply-chain disruptions could increase costs and reduce profitability.· · · · ● 1 ▸ Termination of distributor relationships could expose us to legal, financial and competitive risks.· · · · ● 1 ▸ We have incurred significant indebtedness in connection with our recent acquisitions, which increases our financial leverage and exposes us to risks related to liquidity, compliance with debt covenants and future refinancing.· · · · ● 1 ▸ Alani Nu, Rockstar or other acquired businesses may have liabilities that are not known to us.· · · ● ● 2 rw ▸ Growth through acquisitions involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations.· · · ● ● 2 ▸ We may be subject to regulatory examinations and proceedings.· · · ● ● 2 ▸ Changes in government regulation or failure to comply with existing regulation could adversely affect our business and financial performance.· · ● ● ● 3 rw ▸ Definite-lived assets are reviewed for impairment whenever events or changes in circumstances suggest that their carrying value may not be fully recoverable and are subject to amortization over their useful lives.· · ● ● ● 3 rw ▸ Failure by suppliers or co-packers to comply with applicable laws and regulations or with specifications and other requirements for our products, may adversely impact our business.· · ● ● ● 3 rw ▸ If we fail to attract or maintain a highly skilled and diverse workforce, our business could be negatively affected.· · ● ● ● 3 ▸ Our focus is on the functional beverage product category and our business is vulnerable to adverse changes impacting this category, which could adversely impact our business, results of operations and the trading price of our Common Stock.· · ● ● ● 3 rw ▸ Strikes or work stoppages or labor unrest can cause our business to suffer.· · ● ● ● 3 ▸ The FDA could take issue with the manufacturer, composition/ingredients, packaging, marketing/labeling, storage, transportation and/or distribution of our products.· · ● ● ● 3 rw ▸ The market price and trading volume of our Common Stock is and has been volatile and could decline significantly.· · ● ● ● 3 rw ▸ We are subject to significant competition by other companies in the functional beverage product industry.· · ● ● ● 3 ▸ We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations.· · ● ● ● 3 ▸ We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products.· · ● ● ● 3 rw ▸ Fluctuations in foreign currency exchange rates may adversely affect our operating results.· ● ● ● ● 4 ▸ Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations.· ● ● ● ● 4 ▸ Our investments are subject to risks which may cause losses and affect the liquidity of these investments.· ● ● ● ● 4 ▸ Potential changes in accounting standards or practices or taxation may adversely affect our financial results.· ● ● ● ● 4 rw ▸ Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations.· ● ● ● ● 4 ▸ We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired.· ● ● ● ● 4 ▸ Failure to successfully integrate Alani Nu or any other acquired businesses may result in reduced levels of revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such businesses.· · · ● · 1 ▸ We may not be able to successfully integrate Alani Nu or other businesses that we may acquire.· · · ● · 1 ▸ The ongoing Russia-Ukraine conflict and Israel's regional conflicts may adversely impact our business operations and financial performance.· · ● ● · 2 rw ▸ Failure to successfully complete or manage strategic transactions can adversely affect our business.· ● ● · · 2 rw ▸ If we fail to maintain effective disclosure controls and procedures and internal control over financial reporting on a consolidated basis, our stock price and investor confidence in the Company could be materially and adversely affected.· ● · · · 1 ▸ If we fail to realize a significant portion of the anticipated benefits of our strategic arrangement with Pepsi, our financial results could be adversely affected.· ● · · · 1 ▸ Our 2021 through 2023 U.S. federal income tax returns are subject to examination by the IRS. Our state and local income tax returns are subject to examination for the 2020 through 2023 tax years.· ● ● ● · 3 rw ▸ The closures of, and restrictions on, on-premise retailers and other establishments that sell our products as a result of new COVID-19 variants could adversely impact our sales and results of operations.· ● · · · 1 ▸ Volatility of stock price may restrict sale opportunities.· ● · · · 1 ▸ Although seven independent clinical studies have been conducted relating to the calorie-burning and related effects of our products, the results of these studies have not been submitted to or reviewed by the FDA.● ● · · · 2 rw ▸ Certain of our affiliated stockholders can exert significant influence on the Company’s corporate affairs.● ● ● ● · 4 rw ▸ Changes in the retail landscape or the loss of key retail or food service customers could adversely affect our financial results.● ● · · · 2 rw ▸ Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices.● ● · · · 2 ▸ Our business and results of operations may be adversely affected by new COVID-19 variants● ● · · · 2 rw ▸ Our business is subject to many regulations and noncompliance is costly.● ● · · · 2 ▸ Our periodic filings as required under the Exchange Act may be subject to review and comment by the SEC, which may result in changes to our public disclosure.● ● · · · 2 ▸ group Risk Factors Relating to our Status as a Reporting Public Company● · · · · 1 ▸ group Summary of Principal Risk Factors● · · · · 1 ▸ The Company has identified material weaknesses in its internal control over financial reporting that, if not remediated, could result in additional material misstatements in its consolidated financial statements.● · · · · 1 ▸ The FTC regulates advertising and may review the truthfulness of and substantiation for any claim we make related to our products.● ● ● ● · 4 rw ▸ The U.S. Food and Drug Administration (the “FDA”) has not passed on the efficacy of our products or the accuracy of any claim we make related to our products.● ● · · · 2 ▸ We are subject to significant competition in the functional energy drink and supplement industries.● ● · · · 2 ▸ We cannot guarantee the continued existence of an active established public trading market for our common stock.● ● · · · 2 ▸ We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success and significant marketing and advertising could be needed to achieve and sustain brand recognition.● ● ● · · 3 ▸ We currently face an investigation from the SEC, the timeline for which and the results of which are currently unknown.● ● ● · · 3 rw ▸ We may be required to record significant impairment charges with respect to goodwill or intangible assets whose fair values may be negatively affected by the effects of the COVID-19 pandemic or new COVID-19 variants in the future.● ● · · · 2 rw ▸ We may incur material losses as a result of product recall and product liability.● ● · · · 2 ▸ We must continually maintain, protect or upgrade our information technology systems, including protecting us from internal and external cyber-security threats.● ● ● ● · 4 rw ▸ If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price.● · · ● ● 3 rw ▸ Changes in consumer product and shopping preferences may reduce demand for some of our products.● ● ● ● ● 5 ▸ Climate change and natural disasters may affect our business.● ● ● ● ● 5 ▸ Global or regional catastrophic events could impact our operations and affect our ability to grow our business.● ● ● ● ● 5 ▸ If we are unable to successfully manage new product launches, our business and financial results could be adversely affected.● ● ● ● ● 5 ▸ If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions or private litigation, which may negatively impact our business and operating results.● ● ● ● ● 5 rw ▸ If we fail to manage future growth effectively, our business could be materially adversely affected.● ● ● ● ● 5 ▸ Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business.● ● ● ● ● 5 ▸ Litigation could expose us to significant liabilities and reduce demand for our products.● ● ● ● ● 5 rw ▸ Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets.● ● ● ● ● 5 rw ▸ Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets.● ● ● ● ● 5 rw ▸ Our failure to accurately estimate demand for our products could adversely affect our business and financial results.● ● ● ● ● 5 ▸ Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results.● ● ● ● ● 5 ▸ Our sales are affected by seasonality.● ● ● ● ● 5 ▸ Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer.● ● ● ● ● 5 ▸ group Risk Factors Related to Our Business● ● ● ● ● 5 rw ▸ group Risk Factors Related to Our Common Stock● ● ● ● ● 5 ▸ group Risk Factors Related to Our Industry● ● ● ● ● 5 rw ▸ Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of our products.● ● ● ● ● 5 rw ▸ We depend upon our trademarks and proprietary rights and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position.● ● ● ● ● 5 rw ▸ We derive the majority of our revenue from functional beverage products and competitive pressure in the functional beverage product category could materially adversely affect our business and operating results.● ● ● ● ● 5 rw ▸ We do not expect to pay cash dividends on our Common Stock in the foreseeable future.● ● ● ● ● 5 rw ▸ We rely on our management team and other key personnel.● ● ● ● ● 5 
