UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

BUDA JUICE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43043

46-4069365

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

4030 Black Gold Drive

Dallas, TX 75247

(Address of Principal Executive Offices)

(Former name or former address, if changed since last report)

(214) 308-5003

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered
Common Stock, par value $0.001		BUDA		NYSE American

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐	Emerging Growth Company	☒

Non-accelerated filer	☒	Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s common stock was not publicly traded. Accordingly, the registrant had no public float as of that date and no aggregate market value of voting and non-voting common equity held by non-affiliates can be calculated.

The registrant’s common stock began trading on the NYSE American under the symbol “BUDA” on January 8, 2026.

As of March 26, 2026, there were 12,566,666 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference: The information called for by Part III will be incorporated by reference from the Registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be filed pursuant to Regulation 14A or will be included in an amendment to this Form 10-K.

Table of Contents

PART I	5

ITEM 1. BUSINESS.	5
ITEM 1A. RISK FACTORS.	8
ITEM 1B. UNRESOLVED STAFF COMMENTS.	25
ITEM 1C. CYBERSECURITY.	25
ITEM 2. PROPERTIES.	25
ITEM 3. LEGAL PROCEEDINGS.	25
ITEM 4. MINE SAFETY DISCLOSURES.	25

PART II	26

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	26
ITEM 6. [RESERVED].	26
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	26
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	30
ITEM 8. FINANCIAL STATEMENTS.	30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	30
ITEM 9A. CONTROLS AND PROCEDURES.	30
ITEM 9B. OTHER INFORMATION.	31
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	31

PART III	32

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	32
ITEM 11. EXECUTIVE COMPENSATION.	36
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	37
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	38
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.	38

PART IV	39

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.	39
ITEM 16. FORM 10-K SUMMARY	39
SIGNATURES	40

	●	We have a limited operating history in new and evolving markets, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment.
	●	Our historical financial and operating results may not be indicative of future performance, and we may not be able to achieve and sustain the historical level of our profitability.
	●	We operate in a highly competitive beverage industry and may not be able to maintain or grow our market share against larger and better-capitalized competitors.
	●	Our success depends on the continued strength of our brand and consumer perception of the quality, safety, freshness, and healthfulness of our products.
	●	Our future growth depends on the successful development and acceptance of new product and product innovation.
	●	We rely on a limited number of cold chain-dependent production and distribution facilities, and any disruption—due to mechanical failure, labor shortages, natural disasters, or other causes—could materially affect our operations.
	●	Our business model depends on maintaining strict cold chain logistics from sourcing through delivery, which adds operational complexity, cost, and vulnerability to temperature excursions or logistical delays.
	●	We depend on the availability, cost, and quality of fresh citrus and other raw ingredients, and agricultural or climate-related disruptions could adversely affect our supply and margins.
	●	Our production facilities must maintain compliance with rigorous food safety, Juice HACCP, SQF, USDA Organic Certification, Kosher Certification and regulatory standards including the U.S. Food and Drug Administration (FDA) and the Texas Department of State Health Services (DSHS); any lapse or contamination event could result in product recalls, liability, regulatory enforcement, or reputational harm.
	●	We face risks associated with managing short shelf-life products, which increases our exposure to inventory spoilage, write-downs, and stockouts.
	●	Changes in consumer preferences—particularly away from fresh juice, citrus beverages, or premium-priced fresh products—could adversely affect demand for our offerings.
	●	Our growth strategy depends on geographic expansion, which requires securing and equipping new facilities and may be costly and complex.
	●	One customer accounts for 97% of our net sales for the year ended December 31, 2025. Therefore, we are highly reliant on a single customer for our sales, and the loss of this customer would have a material adverse impact on our financial condition.
	●	We depend on a limited number of suppliers for our products, and the loss of one or more of these suppliers could disrupt our operations, increase our costs, or otherwise adversely affect our business.
	●	Our growth depends on expanding distribution through new retail relationships and deeper penetration with existing accounts; failure to secure or maintain those relationships on favorable terms may limit our revenue potential.
	●	We depend heavily on third-party retailers and in some cases brokers, to market and sell our products; their shelf prioritization, execution, or financial health may directly impact our performance.
	●	Our high-tech driven, centralized production systems are core to our efficiency and quality standards; technical failures or cybersecurity incidents could disrupt operations or result in data loss.
	●	We rely on third-party logistics providers for delivery of our products to our product outlets; any breakdown or delay could damage product integrity and customer trust.
	●	We may face difficulties in forecasting demand accurately, which could lead to excess inventory, underproduction, missed revenue opportunities, or higher working capital needs.

	●	If we fail to effectively manage our growth, including geographic expansion and increased retail distribution, our operations and customer experience could suffer.
	●	We may be subject to legal challenges related to the accuracy of our health and wellness claims.
	●	Our future success depends on our ability to attract, retain, and develop key employees and senior leadership.
	●	We may require additional capital to support our growth strategy or operations, and such financing may not be available on acceptable terms or at all, which could limit our ability to scale.
	●	Disruptions in the worldwide economy may adversely affect our business, financial condition, results of operations and cash flows
	●	Climate change, or legal or market measures to address climate change, may negatively affect our business and operations.
	●	Fluctuations in business conditions may unexpectedly impact our reported results of operations and financial condition.
	●	We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

	●	Food safety and food-borne illness incidents or other safety concerns may materially adversely affect our business.
	●	Failure to comply with federal, and state laws and regulations relating to data privacy, data protection, advertising and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to data privacy, data protection, advertising and consumer protection, could adversely affect our business, financial condition, results of operations and cash flows.
	●	Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
	●	Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs.
	●	Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

	●	We rely heavily on our information technology systems, as well as those of our third-party vendors and businesses, for our business to effectively operate and to safeguard confidential information; any significant failure, inadequacy, interruption or data security incident could adversely affect our business, financial condition, results of operations and cash flows.
	●	We may be unable to adequately protect our intellectual property or may face claims that we infringe the intellectual property of others.

	●	We currently have a limited trading volume, which can result in higher price volatility for, and reduced liquidity of, our common stock.
	●	You may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock and our preferred stock.
	●	If and when a larger trading market for our common stock develops, the market price of our common stock is still likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the price at which you acquired them.
	●	We do not expect to pay dividends.
	●	If securities or industry analysts do not publish research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

	●	Wellness shots in 2 oz format
	●	Available in 2-pack and 6-pack glass bottle configurations

	●	12 oz Lime Juice, 16 oz and 128 oz Lemon Juice
	●	Fresh Orange and Grapefruit juice (16 oz and 52 oz)
	●	Fresh citrus-based Lemonades and Limeades (16 oz and 52 oz)

	●	Fresh Citrus Line of products (52 oz)
	●	Fresh citrus-based Lemonades and Limeades (52 oz)

	●	attract new customers to our products;
	●	acquire and maintain market share;
	●	attract, integrate, train and retain leadership and other highly qualified personnel;
	●	achieve or manage growth in our operations particularly around the logistics of cold chain distribution and distance from production facilities;
	●	successfully develop and commercially market new products;
	●	timely address the increasingly ‘fresh’ market needs of our customers;
	●	secure sufficient quantities or cost-effective production of our products due to supply chain challenges;
	●	generate sufficient revenue to achieve or maintain profitability; and
	●	access initial and additional capital when required and on reasonable terms.

●	variations in our revenue and operating expenses;
●	market conditions in our industry and the economy as a whole;
●	actual or expected changes in our growth rates or our competitors’ growth rates;
●	announcements of innovations or new products or services by us or our competitors;
●	announcements by the government relating to regulations that govern our industry;
●	sales of our common stock or other securities by us or in the open market; and
●	changes in the market valuations of other comparable companies.

	Year Ended December 31,					Change
	2025		2024			Amount			Percentage
	(in thousands)					(in thousands)
Net sales	$	12,609	$	11,274		$	1,335			11.8	%
Cost of goods sold		6,980		6,065			915			15.1	%
Gross profit	$	5,629	$	5,209		$	420			8.1	%
Operating expenses:
Delivery and handling		509		501			8			1.6	%
Selling, general and administrative		1,671		1,297			374			28.8	%
Total operating expenses	$	2,180	$	1,798		$	382			21.3	%
Income from operations	$	3,449	$	3,411		$	38			1.4	%
Other income (expense):
Other income		29		252			(223	)		-88.5	%
Interest income / (expense)		55		(89	)		144			161.8	%
Net income	$	3,533	$	3,574		$	(41	)		-1.4	%

	December 31, 2025		December 31, 2024		Change
Current Assets	$	3,219	$	2,697	$	522
Current Liabilities		585		575		10
Working Capital	$	2,634	$	2,122	$	512

Name	Age	Position
Horatio Lonsdale-Hands	70	Co-Founder, Chief Executive Officer, and Director
Clint Bowers	44	Chief Financial Officer
Karina Farquharson	47	Vice President, Marketing & Data Analytics
Bryan Herr	65	Director, Executive Chairman
Bernard Lucien Nussbaumer	73	Director
Don Short	72	Director
Doug Burris	53	Director
Marie Quintana	69	Director
Mo Hayat	51	Director

●	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

●	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

●	reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

●	coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

●	discussing our risk management policies;

●	meeting independently with our internal auditing staff, if any, registered public accounting firm and management;

●	reviewing and discussing with management our compliance with the FCPA;

●	reviewing and approving or ratifying any related person transactions; and

●	preparing the audit committee report required by the United States Securities and Exchange Commission (“SEC”) rules.

●	reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers;

●	overseeing and administering our cash and equity incentive plans;

●	reviewing and making recommendations to our board of directors with respect to director compensation;

●	reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and

●	preparing the annual compensation committee report required by SEC rules, to the extent required.

●	identifying individuals qualified to become board members;

●	recommending to our board of directors the persons to be nominated for election as directors and to each board committee;

●	developing and recommending to our board of directors’ corporate governance guidelines, and reviewing and recommending to our board of directors proposed changes to our corporate governance guidelines from time to time; and

●	overseeing a periodic evaluation of our board of directors.

							Stock		Option		All Other
			Salary		Bonus		Awards		Awards		Compensation		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)
Horatio Lonsdale-Hands, CEO		2025		334,594		-		-		-		-		334,594
Clint Bowers, CFO		2025		31,385		-		-		-		-		31,385
Karina Lonsdale-Hands, VP Marketing		2025		60,000		-		-		-		-		60,000

Name of Beneficial Owner⁽¹⁾	Shares		%
5% Stockholders:
2469447 Ontario Ltd.		769,418		5.47	%

Executive Officers and Directors:
Horatio Lonsdale-Hands		2,249,417		15.98	%
Bryan Herr		2,644,466		18.79	%
Bernard Lucien Nussbaumer		2,904,860		20.64	%
Karina Lonsdale-Hands		47,125		0.33	%
Marie Quintana		110,122		0.78	%
Doug Burris		298,861		2.12	%
Mo Hayat		87,967		0.62	%
Clint Bowers		113,100		0.80	%
Don Short		76,789		0.55	%
All directors and executive officers as a group		9,302,125		66.08	%

SEC Form 10-K filed by Buda Juice Inc.