UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, ~~2024~~2025

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

For the transition period from _____________ to _____________

Commission File No. 000-54693

LEATT CORPORATION
(Exact name of registrant as specified in its charter)

Nevada	20-2819367
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12 Kiepersol Drive, Atlas Gardens
Contermanskloof Road,
Durbanville, Western Cape
South Africa, 7550
(Address of Principal Executive Offices; Zip Code)

+(27) 21-557-7257
(Registrant's telephone number, including area code)

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

Title of each class trading	Name of each exchange on which registered	Symbol(s)
--	--	--

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

Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

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 [X]

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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, 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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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.

Large accelerated filer [_]	Accelerated filer [_]	Non-accelerated filer [_]	Smaller reporting company [X]
Emerging growth company [X]

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 standards provided pursuant to Section 13(a) of the Exchange Act. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

As of June 30, ~~2024~~2025 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant's common stock held by non-affiliates was approximately $1830,~~999~~069,~~865~~731. Shares of the registrant's common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Common Stock, $0.001 par value per share: 6,~~217~~237,~~550~~561 outstanding as of March 1810, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

None.

2Annual Report on Form 10-KFor the Year Ended December 31, 2025

Annual Report on Form 10-KFor the Year Ended December 31, 2024

TABLE OF CONTENTS

	PART I	~~PART I~~
Item 1.	Business	~~Business~~5	5
Item 1A.	Risk Factors	~~Risk Factors~~20	22
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~28	32
Item 2.	Properties	~~Properties~~29	34
Item 3.	Legal Proceedings	~~Legal Proceedings~~30	35
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~30	35
	PART II	~~PART II~~
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~30	35
Item 6.	Selected Financial Data	~~Selected Financial Data~~32	37
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~32	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~42	49
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~43	49
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	~~Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.~~43	49
Item 9A.	Controls and Procedures	~~Controls and Procedures~~43	49
Item 9B.	Other Information	~~Other Information~~44	50
	PART III	~~PART III~~
Item 10.	Directors, Executive Officers and Corporate Governance	~~Directors, Executive Officers and Corporate Governance~~44	51
Item 11.	Executive Compensation	~~Executive Compensation~~47	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~52	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~Certain Relationships and Related Transactions, and Director Independence~~54	63
Item 14.	Principal Accounting Fees and Services	~~Principal Accounting Fees and Services~~56	65
	PART IV	~~PART IV~~
Item 15.	Exhibits, Financial Statement Schedules	~~Exhibits, Financial Statement Schedules~~56	66

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements that are contained principally in the sections entitled "Our Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned "Risk Factors" in this report. In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

• our expectations regarding growth in the motor sports and bicycle market;

• our expectation regarding increasing demand for protective equipment used in the motor sports and bicycle market;

• our belief that we will be able to effectively compete with our competitors and increase our market share;

• our expectations with respect to increased revenue growth and our ability to achieve profitability resulting from increases in our production volumes; and

• our future business development, results of operations and financial condition.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this annual report. You should read this annual report and the documents that we reference and filed as exhibits to the annual report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this annual report to:

• "Leatt," "we," "us," "our," the "Registrant" or the "Company" are to the combined business of Leatt Corporation, a Nevada corporation, its South African branch, Leatt SA, and its direct, wholly-owned subsidiary, Two Eleven;

• "Leatt Prop" refers to Leatt Prop (Pty) Ltd, a South African Company incorporated under the laws of South Africa with registration number: 2022/523867/07;

• "Leatt SA" are to the Company's branch office known as 'Leatt Corporation (Incorporated in the State of Nevada)' incorporated under the laws of South Africa with registration number: 2007/032780/10;

• "Leatt USA" are to Leatt USA, LLC, a Nevada Limited Liability Company;

• "PRC", and "China" are to the People's Republic of China;

• "Two Eleven" refers to Two Eleven Distribution, LLC, a Nevada Limited Liability Company;

• "Securities Act" are to the Securities Act of 1933, as amended, and to "Exchange Act" are to Securities Exchange Act of 1934, as amended;

• "South Africa" are to the Republic of South Africa;

• "U.S. dollar," "$" and "US$" are to the legal currency of the United States.

• "Xceed Holdings" refers to Xceed Holdings CC., a close corporation incorporated under the laws of South Africa, and wholly-owned by The Leatt Family Trust, of which Dr. Christopher J. Leatt, the Company's chairman, is a Trustee and Beneficiary; and

• "ZAR" refers to the South African Rand, the legal currency of South Africa. For all ZAR amounts reported, the dollar amount has been calculated on the basis that $1 = ~~ZAR18~~ZAR16.~~7365~~6287 for its December 31, ~~2024~~2025 balance sheet.

PART I

ITEM 1. BUSINESS

Business Overview

We were incorporated in the State of Nevada on March 11, 2005, under the name Treadzone, Inc. We were a shell company with little or no operations until March 1, 2006, when we acquired the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company controlled by the Company's Chairman and founder, Dr. Christopher Leatt. On May 25, 2005, we changed our name to Leatt Corporation in connection with our anticipated acquisition of the Leatt-Brace® rights. Leatt designs, develops, markets and distributes personal protective equipment for participants in all forms of motor sports and leisure activities, including riders of motorcycles, bicycles, snowmobiles and ATVs. The Company sells its products to customers worldwide through a global network of distributors, ~~retailers,~~ and ~~direct to end consumers through digital channels~~retailers. Leatt also acts as the original equipment manufacturer for personal protective equipment sold by other international brands.

The Company's flagship products are based on the Leatt-Brace® system, a patented injection molded neck protection system owned by Xceed Holdings, designed to prevent potentially devastating injuries to the cervical spine and neck. The Company has the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. The Company also has the right to use apparatus embodying, employing, and containing the Leatt-Brace® technology and has designed, developed, marketed and distributed other personal protective equipment using this technology, as well as its own developed technology, including the Company's body protection products, and helmets which it markets under the Leatt® brand.

The Company's research and development efforts are conducted at its research facilities, located at its executive headquarters in Cape Town, South Africa. The Company employs 4 full-time employees who are dedicated exclusively to research, development, and testing. The Company also utilizes consultants, academic institutions and engineering companies as independent contractors or consultants, from time to time, to assist it with its research and development efforts. Leatt products have been tested and reviewed internally and by external bodies. All Leatt products are compliant with applicable European Union directives, or CE certified, where appropriate. Depending on the market, we have other certifications outside of CE. Specifically, all our motorcycle helmets comply with the Economic Commission for Europe (ECE) UN Regulation No. 22 r06, and our bicycle ~~helmets~~helmet complies with the European Committee for Standardization (CEN) EN-1078 standard. For the US market, our motorcycle helmets comply with the US Department of Transportation (DOT) FMVSS 218 helmet safety standard and our bicycle helmets ~~complies~~comply with the US Consumer Product Safety Commission (CPSC) 1203 standard for helmet safety. Our downhill -specific bicycle helmets also comply with the American Society for Testing and Materials (ASTM) F1952 standard for downhill racing safety. For the ~~Australian market, our bicycle helmet complies with Australian/New Zealand Standard (AS/NZS) 2063, for the~~ UK market, substantially all of our motorcycle helmets comply with the Auto Cycle Union (ACU) gold standard, for the Japanese market, our Moto 3.5 helmet with the Japanese Standard Association (JSA) JIS T 8133 standard for protective helmets, and for the Brazilian market our Moto 9.5, Moto 7.5, Moto 3.5, and Moto 2.5 helmets comply with The Brazilian Association of Technical Standards (ABNT) NBR 7471 safety standard. ~~For the Chinese market the~~ Moto 9.5, Moto 8.5, Moto 7.5, Moto 3.5 and Moto 2.5 ADV 9.5, ADV 8.5 and ADV 7.5 have CCC approval for the market in China. Our Enduro 4.0 helmet, ~~and~~ All-Mountain 4.0 helmet and Gravity 5.0 helmet have acquired NTA8776 certification, ina ~~compliance with~~ new e-bike helmet certification required in the Dutch Technical Agreement (NTA) 8776. The Moto 9.5 has been homologated to FRHPhe-02-2023 for us in FIMsanctioned off-road racing events. We are also working on getting some of our high-end MTB helmets tested at Virginia Polytechnic Institute and State University (V-Tech) in the United States, according to their rating system. In addition to our helmet portfolio, our goggles and sunglasses undergo certification and testing in accordance with applicable international eyewear standards. Within our goggle range, the Velocity 6.5, 5.5 and 4.5 goggles are certified to EN1938 and are impact-tested on the lenses according to MIL-DTL-43511D. The Velocity 6.5 SNX, 5.5 SNX and 4.5 SNX goggles are certified to EN13178 and are also impact-tested to MIL-DTL-43511D. Our MTB 5.0, 4.0 and 4.0 X-Flow goggles are tested to EN1938 and undergo MIL-DTL-43511D lens impact testing. The Vizion 3.5, 2.5 and 2.5s goggles are certified to EN1938, while our MTB 2.0 goggles are tested to EN1938. Within our sunglass range, the SpeedViz Pro and SpeedViz Lite models are tested to EN ISO 12312, ANSI Z87.1 and AS/NZS 1067.1. Our RideViz Pro, RideViz Lite, RideViz Pro S, RideViz Lite S, TheViz Andes, TheViz Sierra, TheViz Pyrenees and MadViz One sunglasses are tested to EN ISO 12312, ANSI Z80.3 and AS/NZS 1067.1.

Our products are ~~predominately~~predominantly manufactured in China in accordance with our manufacturing specifications, pursuant to outsourced manufacturing arrangements with third-party manufacturers located there, based on agreed terms. We continue ~~building~~to build manufacturing capacity outside China, namely, in Thailand, Cambodia, and Bangladesh. The Company utilizes outside consultants and its own employees to ensure the quality of its products through regular on-site product inspections. Products sold to our international customers are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents.

Leatt earns revenues through the sale of its products through approximately 61 distributors worldwide, who in turn sell its products to retailers. Leatt distributors are required to follow certain standard business terms and guidelines for the sale and distribution of Leatt products. Two Eleven and Leatt SA directly distribute Leatt products to dealers and direct to end consumers through digital channels in the United States and South Africa, respectively.

Leatt earns revenues through the sale of its products through approximately 61 distributors worldwide and 6 e-commerce partners, who in turn sell its products to retailers. Leatt distributors are required to follow certain standard business terms and guidelines for the sale and distribution of Leatt products. Two Eleven and Leatt SA directly distribute Leatt products to dealers and direct to end consumers through digital channels in the United States and South Africa, respectively.

Our Corporate History and Structure

We were incorporated in the State of Nevada on March 11, 2005, under the name Treadzone, Inc. Until March 2006, we were a shell company with little or no operations. Effective as of March 1, 2006, we acquired the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. On May 25, 2005, we changed our name to Leatt Corporation in connection with our anticipated acquisition of the Leatt-Brace® rights.

Leatt South Africa

The Company conducts business in South Africa as a foreign registered branch known as 'Leatt Corporation (Incorporated in the State of Nevada)' registered under the laws of South Africa with registration number: 2007/032780/10. Based in Cape Town, South Africa, Leatt SA was formed on November 14, 2007, ~~for~~to ~~conducting~~conduct the Company's business and operations in South Africa. Our corporate headquarters and our research and development efforts are based at Leatt SA.

Establishment of Two Eleven, Leatt Prop and Leatt USA

On August 17, 2007, the Company established Two Eleven Distribution, a California limited liability company, as its wholly-owned subsidiary. Located in Santa Clarita, California, Two Eleven was formed to serve as the Company's executive offices in the United States, as well as the exclusive distributor of Leatt® products in the United States. On March 8, 2021, the Company's Board of Directors approved the redomicile of Two Eleven Distribution to the State of Nevada, pursuant to a Plan of Conversion, effective upon the filing of Articles of Conversion with the Nevada Secretary of State on April 5, 2021.

Leatt Prop (Proprietary) Limited, a South African company, was established on June 24, 2022, by the Company, as its wholly-owned subsidiary, for the purpose of purchasing immovable property in South Africa. The Company has not moved forward with its original plan to date and Leatt Prop remains dormant.

On June 26, 2010, the Company established Leatt USA, LLC, a Nevada Limited Liability Company, as our wholly-owned subsidiary and for the purpose of holding Two Eleven Distribution, our wholly-owned subsidiary. However, as of the date of this annual report the Company had not moved forward with its original plan and Leatt USA remains dormant.

Settlement Agreement

As consideration for their founding of the Company's operations in South Africa, we agreed to issue 20,000,000 shares of our common stock, and 19,200,000 shares of our preferred stock to Dr. Leatt, 5,000,000 shares of our common stock and 4,800,000 shares of our preferred stock to Jean-Pierre De Villiers, and 50,000 shares of our common stock to Ervian Jarrett. We issued the common stock to Dr. Leatt, Mr. De Villiers and Ms. Jarrett in accordance with the agreement, but we did not issue any preferred shares to Dr. Leatt or Mr. De Villiers. On September 25, 2008, in settlement of our obligation to issue Dr. Leatt and Mr. De Villiers shares of preferred stock, we entered into a Settlement Agreement with them, pursuant to which they agreed to release us from any and all liability arising out of or related to our failure to satisfy our prior obligation to them, and we issued 16,800,000 shares of our common stock and 2,400,000 shares of our Series A Preferred Stock to Dr. Leatt, and 4,200,000 shares of our common stock and 600,000 shares of our Series A Preferred Stock to Mr. De Villiers. The Series A Preferred Stock entitles Dr. Leatt and Mr. De Villiers to one hundred votes for each share of Series A Preferred Stock held (voting with the common stock as a single class). The Series A Preferred Stock converts into common stock, on a one-for-one basis, has a liquidation preference equal to $0.001 par value per share and is redeemable by us at $0.001 par value per share upon the occurrence of specified events, but it is subject to transfer limitations and it does not entitle Dr. Leatt and Mr. De Villiers to dividends. On September 20, 2012, we effected a 1-for-25 reverse stock split which reduces the foregoing issuances on a 1:25 ratio.

Our Corporate Structure

The following chart reflects our organizational structure as of the date of this annual report.

Our corporate headquarters are located at 12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road, Durbanville, Western Cape, South Africa, 7550. Our telephone number is +(27) 21-557-7257. We maintain a website at www.leatt.com that contains information about our Company, but that information is not incorporated into, or otherwise considered a part of, this annual report.

Our Industry and Market Trends

Off-Road Motorcycle Market

Our products have their roots in the off-road motorcycle market. Our revolutionary neck brace was invented by Dr. Leatt to protect from catastrophic neck injuries after he witnessed the death of a fellow off-road motorcycle rider the weekend after his son's riding debut. As a result, our original products target participants in off-road cycling activities such as BMX racing and downhill racing.

We believe that we have gained our market share largely due to the innovation and quality of our products, the growth of the market, the growth of our product range, our increased marketing efforts, and our steps to secure our international patents and protect our patents from infringement.

Cycling Market

We design and sell neck braces, helmets, protective gear, shoes and clothing for the downhill and a wider cycling market. We entered this market focusing on downhill cycling, which requires a full-face helmet. We have since expanded our protective gear range to address the needs of mountain biking, cross-country biking, gravel biking and a wider cycling audience. The cycling market is now our second largest market.

Adventure Market

We design and sell technical apparel including jackets, pants, boots, and gloves for the off-road adventure segment of the motorcycle market. Our expansion into this market in 2023 was a strategic decision in our drive to reach a wider community of riders globally. Our expanding line of Adventure gear has been well accepted by our distributors and dealers and represents an important growing source of revenue.

Other Recreational Markets

We also design and sell neck braces for use by participants in other recreational sports such as ATV, go-kart, snowmobile users and participants in other sports where a full-face helmet should be worn. As a result, our overall performance in the market is also affected by the performance of these industries, especially in jurisdictions where the use of helmets is compulsory.

Our Products

The Company designs, develops, distributes, and markets protective gear, parts and accessories. The Company currently mainly markets its products under the two main categories addressing the two main markets, namely bicycle and powersports. During 2023, the Company launched a new range of products for the Adventure or ADV market.

Neck Braces

The Leatt-Brace® is a prophylactic neck bracing system composed of various combinations of carbon fiber, glass fiber, polycarbonate or Glass Filled Nylon, which was designed to help prevent potentially devastating sports injuries to the cervical spine (neck). The first Leatt-Brace® was designed for motorcycle, high speed motor vehicle and ATV use, where there is little means of protecting the neck in the event of an accident, but the Leatt-Brace® has been designed in such a way as to offer neck protection to all who utilize a crash helmet as a form of protection, including soldiers, law enforcement officers and other professionals whose activities could result in cervical spine injury.

The latest range of Neck Braces are designed for both the powersports market and bicycle markets, includes the Neck Brace 6.5 which is a full carbon brace, Neck Brace 5.5, which is fully adjustable, the Neck Brace 5.5 Junior, which is fully adjustable and designed for junior riders, Neck Brace 4.5, is the latest addition to the range and mid-way between the 3.5 and 5.5 in the way of adjustment and pricing, the award-winning Neck Brace 3.5, which is competitively priced, ~~and~~ the Neck Brace 3.5 Junior, designed for junior athletes at a very competitive price, and the new 1.5 Mini Neck brace designed for very small riders.

Furthermore, there is a range of SNX models under the powersports category. These neck braces are designed for ~~snow~~snowmobile ~~mobile~~ riders, which includes the SNX 5.5 and Neck Brace SNX trophy. These neck braces feature the AFC - Arctic Fusion Compound-designed for extreme temperatures.

The ~~range of~~ STX neck ~~braces~~brace ~~are~~is designed for street commuters and includes the ~~ultra-light carbon~~ Neck Brace STX ~~RR and Neck Brace STX~~ Road.

The Fusion is a unique invention that combines neck, chest, back, flank and shoulder protection in one piece of body armor for powersports enthusiasts. This product combines Leatt-Brace® technology together with CE certified back, shoulder and chest impact protection. The Fusion models include the Fusion 3.0, which incorporates hard shell and 3DF AirFit ventilated soft impact foam to protect riders, ~~the Fusion SNX 3.0, which is designed specifically for snowmobile riders~~ and ~~is made from a special blend referred to as Arctic Fusion Compound (AFC™), this material is designed to withstand extremely cold conditions, and~~ the Fusion 2.0 Junior which is designed for junior athletes.

Another product found under the neck brace category is the Neck Brace Kart, specifically designed for go-kart riders. This neck brace features a special Kart angle for improved function and fit. It features bio foam lycra padding and has fully adjustable front and rear tables.

The Company offers various versions, sizes, and colors of these products to appeal to different clients and to address different price points. All these neck braces are CE certified as Personal Protective Equipment 89/686/EEC. To view a detailed listing of these products please see our website; www.leatt.com .

Helmets

In 2015, the Company launched its helmet range and commenced shipment with a limited helmet range. The Company expanded its off-road helmet range in 2016 to include two junior helmets and its award-winning MTB range for downhill and BMX bicycle use. The Company currently sells various models of helmet products which the Company believes redefines head and brain protection with its ground-breaking 360-degree Turbine technology for concussion and brain rotation safety.

The Moto helmet range, designed for off-road motorcycle riders, consists of the award-winning Moto 9.5 Carbon Helmet, a race-ready, premium carbon shell helmet; the Moto 8.5 Helmet with four densities of impact foam, the Moto 7.5 Helmet, a lightweight helmet with a super-ventilated injected polymer compound shell; the Moto 3.5 Helmet, a polymer helmet with 360-degree turbine technology and multi-density impact foam at a competitive price point (with a competitively priced version for young riders, the Moto 3.5 Junior, Helmet); and the latest addition, the Moto 2.5 Helmet, a polymer compound helmet with 360-degree turbine technology at the most competitive price point in the range. All these helmets meet U.S. DOT and ECE 22.06 standards.

The Company launched the ADV helmet range in 2024, designed for adventure riding and featuring the patented 360º Turbine Technology, a revolutionary safety design. The ADV 9.5 Carbon Helmet provides ultimate protection and performance for adventurous riders. It is constructed from a six layer carbon matrix and four densities of impact foam, strategically fixed to maximize protection, reduce shell size and weight. The ADV 8.5 Helmet provides premium protection, it is constructed from a three layer composite matrix which is a lighter and stronger construction than a polymer shell. The ADV 7.5 Helmet provides great protection, it is constructed from an injected polymer compound shell.

The MTB helmet range consists of the premium MTB Gravity 8.0 Helmet, a well-ventilated composite helmet made specifically to suit downhill and BMX riders' requirements which has passed Motorcycle ECE standard and ASTM certified; the MTB Gravity 6.0 Carbon Helmet, a DH certified lightweight M-Forge® carbon shell helmet with a composite chin bar; the Helmet MTB Gravity 5.0, is the first full-face helmet to feature the BOA® FS2 Fit System, delivering a secure 360° wrap with micro-adjustable precision and dual-position cheek pads for a truly personalized fit ;the Helmet MTB Gravity 4.0, a DH certified lightweight polymer shell helmet with maximized ventilation; the Helmet MTB Gravity 2.0, a DH certified ASTM polymer shell helmet with stainless steel mesh vents for added protection against debris; the Helmet MTB Gravity 1.0, a polymer helmet with 360-degree turbine technology at a competitive price point, and its junior version, the Helmet MTB Gravity 1.0 Junior, certified ASTM downhill for use by younger riders.

The MTB helmet range ~~consists~~also ofhas ~~the~~helmets ~~premium~~designed for Enduro riders' requirements: the MTB ~~Gravity~~Enduro 84.0 Helmet, awhich ~~well-ventilated~~has ~~composite~~a ~~helmet~~DHcertified ~~made~~lightweight ~~specifically~~polymer toshell ~~suit~~with ~~downhill~~a ~~and~~removable ~~BMX~~chin ~~riders'~~bar ~~requirements~~with ~~which~~an ~~has~~easy-fit ~~passed~~attachment ~~Motorcycle~~system. ~~ECE~~The ~~standard~~award-winning ~~and ASTM certified; the~~ MTB ~~Gravity 6~~3.0 ~~Carbon~~Enduro Helmet, is a ~~DH certified~~ lightweight ~~M-Forge®~~polymer ~~carbon~~ shell ~~helmet~~ with a ~~composite~~three-in-one ~~chin~~helmet ~~bar;~~design, with the ~~Helmet~~option ~~MTB~~of ~~Gravity 4.0,~~ a DHhalf-shell ~~certified~~face ~~lightweight~~helmet, ~~polymer~~removable ~~shell~~chin ~~helmet~~bar ~~with~~and ~~maximized~~optional ~~ventilation;~~ over-the-ear ~~Helmet~~guards. The MTB ~~Gravity~~ 2.0, aEnduro DHHelmet ~~certified~~is ~~ASTM~~a lightweight polymer shell ~~helmet~~ with ~~stainless~~a ~~steel~~removable ~~mesh~~chin ~~vents~~bar, ~~for~~and ~~added protection against debris;~~ the ~~Helmet~~ MTB ~~Gravity 1~~2.0, aJunior ~~polymer~~Enduro ~~helmet~~Helmet ~~with~~is ~~360-degree~~adapted ~~turbine~~for ~~technology~~junior atriders awhich ~~competitive~~is ~~price~~certified ~~point,~~ and ~~its~~tested: ~~junior~~AS/NZS ~~version~~2063:2008, ~~the Helmet MTB Gravity 1.0 Junior~~EN1078, ~~certified~~CPSC ~~ASTM downhill for use by younger riders~~1203.

The ~~MTB~~Company ~~helmet~~also has a range ~~also~~of ~~has~~half -shell helmets ~~designed~~ for ~~Enduro~~MTB ~~rider's~~riders, ~~requirements:~~which incorporates the 360-degree Turbine technology for concussion and brain rotation safety. The MTB ~~Enduro~~All-Mountain 4.0 Helmet, ~~which~~this ~~has~~helmet ais DHthe ~~certified~~premium lightweight polymer half shell helmet with ~~removable~~in-molded ~~chin~~EPS ~~bar~~and ~~with~~EPO ~~easy-fit~~impact ~~attachment~~foam ~~system.~~for ~~The~~superior ~~award-winning~~energy absorption, the MTB All-Mountain 3.0 ~~Enduro~~ Helmet, which is a ~~lightweight~~half shell polymer ~~shell~~compound ~~with~~helmet for cyclists, the MTB Trail 3.0 Helmet, is a ~~three~~new lightweight all-purpose MTB helmet with PowerBridge in-~~one~~molded ~~helmet~~force ~~design~~absorber is designed for trail riding, ~~with~~cross country training and back country or gravel adventures, the ~~option~~MTB ofTrail 2.0 Helmet, is a ~~half-~~lightweight polymer shell ~~face~~with ~~helmet,~~MaxiFlow ~~removeable~~impact ~~chin~~foam ~~bar~~air channels, and ~~optional~~the ~~over~~MTB Trail 1.0 Helmet is a competitively priced trail-~~the-ear~~ready ~~guards~~helmet. The MTB Trail 1.0 Universal Fit is engineered to comfortably fit a wide range of head shapes and sizes, with a FidLoc magnetic buckle. The MTB 2.0 ~~Enduro~~All-Mountain Helmet is a lightweight polymer half shell with a ~~removable~~sunglasses ~~chin~~dock ~~bar~~port for easy, secure storage. The MTB 1.0 All-Mountain Helmet, which is the most competitively priced helmet in this range, offers protection around the head and a deeper rear coverage, and the MTB 2All-Mountain 1.0 Junior ~~Enduro~~ Helmet is ~~adapted~~the ~~for~~lightweight junior ~~riders~~helmet at a competitive price, which isoffers ~~certified~~protection ~~and~~around ~~tested:~~the ~~AS/NZS~~head ~~2063:2008,~~and ~~EN1078,~~a ~~CPSC~~deeper ~~1203~~rear coverage.

The Company ~~also~~ has launched a range of ~~half~~endurance ~~shell~~ helmets designed for ~~MTB~~endurance ~~riders~~cyclists. ~~which~~The ~~incorporates~~helmets incorporate the 360-degree Turbine technology for concussion and brain rotation safety~~. The MTB All-Mountain 4.0 Helmet~~, ~~this helmet is the premium lightweight polymer half shell helmet with in-molded EPS~~ and ~~EPO impact foam for superior energy absorption,~~ the ~~MTB All-Mountain 3.0 Helmet, which is a half shell polymer compound helmet for cyclists, the MTB Trail 3.0 Helmet, is a new lightweight all-purpose MTB helmet with~~ PowerBridge in-molded force absorber ~~is designed for trail riding~~, ~~cross~~eyewear ~~country~~docking ~~training~~port ~~and back country or gravel adventures, the MTB Trail 2.0 Helmet, is a lightweight polymer shell~~ with ~~MaxiFlow~~anti-slip ~~impact foam air channels, the MTB 2~~function.0 ~~All-Mountain~~The ~~Helmet~~range isincludes ~~a lightweight polymer half shell with sunglasses dock port for easy, secure storage,~~ the MTB 14.0 ~~All-Mountain~~Endurance Helmet, which is ~~the~~more ~~most~~ventilated ~~competitively~~than ~~priced helmet in this range which offers protection around~~ the ~~head~~3.0 ~~and a deeper rear coverage~~model, and the MTB ~~All-Mountain 1~~3.0 ~~Junior~~Endurance Helmet, is ~~the~~priced ~~lightweight~~more ~~junior~~competitively ~~helmet~~for ~~at a competitive price which offers protection around~~ the ~~head~~everyday ~~and a deeper rear coverage~~rider.

In 2023, the Company launched the MTB 4.0 Endurance Helmet and the MTB 3.0 Endurance Helmet both designed for endurance cyclists. Both helmets incorporate the 360-degree Turbine technology for concussion and brain rotation safety, and the PowerBridge in-molded force absorber, eyewear docking port with anti-slip function. The MTB 4.0 Endurance Helmet is more ventilated than the 3.0 model, and is worn by the Company's sponsored athletes, and the MTB 3.0 Endurance Helmet is priced more competitively for the everyday rider.

In 2020, the Company introduced the Urban range designed for riding on the busy streets. This range includes: the MTB 2.0 Urban Helmet, a stylish helmet with a fit system for improved individual fitment and stability; and the MTB 2.0 Junior Urban Helmet.

The Company offers various versions, sizes and colors of these products to appeal to different clients in different disciplines and to address different price points. All our helmets have achieved CE certification and other certifications as necessary, depending on market requirements. For the US market our motorcycle helmets comply with the DOT (FMVSS 218) helmet safety standard and our bicycle helmets comply with EN1078, as well as CPSC 1203. Our downhill specific bicycle helmets also comply with ASTM F1952. For our Australian Market our bicycle helmets comply with AS/NZS 2063, for the UK market substantially all of our motorcycle helmets comply with the ACU Gold standard, for the Japanese market our Moto 3.5 helmet complies with the JIS T 8133 standard, and for the Brazilian market our Moto 7.5, Moto 3.5, and Moto 2.5 helmets comply with the NBR 7471 standard. Our Enduro 4.0 helmet and All-Mountain 4.0 helmet have also acquired NTA8776 certification, to meet the new e-bike helmet certification requirements of the Dutch Technical Agreement (NTA) 8776. For the Chinese market the Moto 9.5, Moto 8.5, Moto 7.5, Moto 3.5 and Moto 2.5 have CCC approval. To view a detailed listing of these products please see our website: www.leatt.com.

Body Armor

In 2010, we launched the Leatt body armor range with our introduction of the Leatt Adventure Chest Protector, a hard-shell chest protector. The following year, we introduced junior protectors, body vests and full body protectors. Since then, we have further extended our range to include more body protectors and vests, back protectors, elbow guards, knee guards, impact shorts and cooling vests. These products come in a variety of soft- and hard-shell options for both adult and junior riders. Our expanded body armor product range has also gained us entry into new markets.

In 2014, we expanded into the shoulder and knee-brace markets with the addition of our shoulder brace and C-Frame knee brace to our range of body protection products. In the ~~2015~~ first quarter of 2015, after our Knee Brace was accepted for registration by both the United States Food and Drug Administration (FDA) and the UK's Medicine and Healthcare Regulatory Products Agency (MHRA), and our Shoulder Brace was accepted by the FDA, as a Class 1 Medical ~~Devices~~Device. FDA and MHRA registration allow us to take these products directly to market as medical devices for patients (not just athletes) recuperating from injuries, surgery, muscle tears or strains, dislocations, breaks or fractures. The Company has expanded its knee brace range to include: the Moto C-Frame Pro Knee Brace Carbon, which is the premium knee protection in the range; the Moto C-Frame Hybrid Knee Brace Carbon, which is slimmer than the Pro Carbon model to fit race pants while retaining the stiff chassis of the mono hinge; the Moto X-Frame Knee Brace Carbon, which is injected carbon cage-type knee protection; the Moto X-Frame Hybrid Knee Brace Carbon , which includes a sleeve with Reaflex impact gel knee cup with hard shell for ultimate knee brace comfort; and the Moto Z-Frame Knee Brace, which is a glass-filled nylon knee protection product at a competitive price point. The Company has expanded the junior knee-brace range to include the Moto Z-Frame Knee Brace Junior and Moto C-Frame Knee Brace Junior, both of which are designed for younger athletes.

In 2019, we launched our innovative Moto 5.5 FlexLock Boot range, consisting of the Moto 5.5 Flexlock Boot and the Moto 5.5 Flexlock Enduro Boot. These Boots are designed to be an essential part of any rider's motocross riding kit. Our Boots feature the SlideLock system for an outstanding first-class fit, a low-profile toe box for easy gear shifting, and an incredible FlexLock system that is proven to reduce ankle forces by up to 37% and knee forces by up to 35% upon impact, when compared to an industry leading competitor boot. The Moto 4.5 Boot range, consisting of the Moto 4.5 Boot, the Moto 4.5 Enduro Boot and the Moto 4.5 HydraDri® Boot, all of which include a SlideLock system, auto-locking one way sliding closure for great seal at top of boot, extended foot peg riding zone for arch and on the toes riding style, and a reinforced steel shank. Other additions to the Moto 3.5 Boot range consist of the Moto 3.5 Boot, the Moto 3.5 HydraDri® Boot and the Moto 3.5 Junior Boot, which also features the SlideLock system at a competitive price point. The latest boot to be added to our product line, the ADV HydraDri® 7.5 Boot, has been designed for the Adventure market, is waterproof, protective and provides all-day comfort for riders. All boot ranges are CE tested and certified and are available in a range of colors.9

In ~~2020~~2019, we launched our ~~MTB~~innovative ~~shoes~~Moto 5.5 ~~The~~FlexLock ~~MTB~~Boot ~~shoe~~ range, ~~has~~consisting ~~since~~of ~~expanded~~the toMoto ~~include~~5.5 atFlexLock ~~least~~Boot 13and ~~different~~the ~~models~~Moto of5.5 ~~MTB~~FlexLock ~~shoes~~Enduro Boot. These Boots are designed to ~~satisfy~~be an essential part of any rider's ~~needs,~~motocross ~~including~~riding akit. ~~variety~~Our ofBoots ~~clip~~feature the SlideLock system for an outstanding first-onclass ~~shoes~~fit, a low-profile toe box for easy gear shifting, and ~~flat~~an ~~shoes~~incredible inFlexLock ~~various~~system ~~colors~~that is proven to reduce ankle forces by up to 37% and knee forces by up to 35% upon impact, when compared to an industry-leading competitor boot. The ~~Clip~~Moto ~~range~~4.5 ~~includes~~Boot ~~various~~range, ~~styles~~consisting of ~~shoes~~the ~~with~~Moto 4.5 Boot, the ~~ClipGrip~~Moto ~~SPD~~4.5 ~~channels~~Enduro Boot, and the Moto 4.5 ~~All~~HydraDri® ~~our~~Boot, ~~shoe~~all ~~soles~~of which include a SlideLock system, an auto-locking one-way sliding closure for a great seal at the ~~RideGripTM~~top ~~PRO~~of ~~Compound~~boot, an extended foot peg riding zone for ~~traction~~arch and ~~enhanced~~on ~~bike~~the ~~control~~toes riding style, and a reinforced steel shank. ~~The~~Other ~~entry-level~~additions ~~MTB~~to 1the Moto 3.05 ~~Flat~~Boot ~~Shoe~~range consist of the Moto 3.5 Boot, the Moto 3.5 HydraDri® Boot and ~~MTB~~the HiMoto ~~Flat~~3.5 ~~Shoe~~Junior ~~can~~Boot, which also features the SlideLock system at a competitive price point. The latest boots to be ~~used~~added asto our ADV product line, are the ADV HydraDri® 8.5 Boot, and ADV HydraDri® 7.5 Boot which has been designed for the Adventure market, is waterproof, protective and provides all-day comfort for riders, and the ADV X-Flow 7.5 short, a lightweight boot with quality Nubuck chassis surrounding soft perforated foam, topped with a breathable, durable fabric for an ~~everyday~~optimal ~~casual~~balance ~~shoe~~of weight, maneuverability, breathability and resistance, even in hot conditions. All our boots are CE tested and certified.

In 2020, we launched our MTB shoes. The MTB shoe range has since expanded to include a wide range of different models that are designed to satisfy any rider's needs, including a variety of clip-on shoes and flat shoes in various colors. The Clip range includes various styles of shoes with the ClipGrip SPD channels. The range also includes new Trail shoes fitted with the BOA® Fit System. Our shoe soles include the RideGripTM PRO Compound for traction and enhanced bike control. The entry-level MTB 1.0 Flat Shoe, MTB Hi Flat Shoe and RideOne 1.0 Shoe can be used as an everyday casual shoe. We also introduced the ProClip range, which includes the ProClip 8.0 Endurance, designed with a Ripstop Polymer Fiber upper reinforced with a TPU overlay and equipped with two insoles for enhanced support. The ProClip 6.0 features the RideGrip™ compound, providing superior traction and durability, while the HydraDri 5.0 ProClip incorporates a HydraDri membrane waterproof bootie construction to keep feet dry in wet conditions. ~~Additionally,~~The ~~the~~Company ~~ProClip~~also ~~4.0~~introduced isMTB ~~equipped~~shoes ~~with~~designed ~~the MOZ cable lacing system, allowing~~ for ~~precise~~female ~~micro-adjustments~~and tojunior ~~ensure~~riders ain ~~comfortable~~various styles and ~~secure fit~~colours.

The Company also introduced MTB shoes designed for female and junior riders. The 6.0 Clip Women Shoe and 2.0 Flat Women Shoe has the same features as the men's offering but is sized and styled for the female consumers. The 2.0 Flat Junior Shoe features the same FlatGrip Sole with optimized waffle grip pattern and mud flow channels designed for junior riders.

Our team is committed to consistently expanding, updating and refining these products based on consumer feedback and demand on an annual basis. The Company offers various versions, sizes and colors of these products to appeal to different clients in different disciplines and to address different price points. All our products have achieved CE certification when necessary. To view a detailed listing of these products please see our website: www.leatt.com.

Other Products, Parts and Accessories

Goggles

In 2019, we launched our Leatt Goggle range, developed with WideVision anti-glare, anti-fog technology and bullet-proof tested to military ballistic standards for durability. The goggles also feature a detachable nose piece for multi-purpose use, easy clip-in / clip-out and self-draining frames, and ~~nine~~ anti-fog lenses that provide the same fit for the entire line-up, ranging from 20-83% Visible Light Transmission (VLT). Currently, our full range of goggles has grown to include over ~~fifteen~~twenty models of goggles with a variety of interchangeable lenses and color options to meet all our riders' requirements, as well, as smaller size.

Leatt Apparel Range

The Leatt Apparel Range is the fastest growing product category in the Leatt range of products. In 2015, we introduced a new product category of gloves to our apparel products and expanded our offering of cooling apparel products. We have since added a variety of apparel products for off-road motorcycle riders and bicycle riders, including our award-winning mono suits, jackets, jerseys, pants, shorts, socks, and gloves. The latest addition to this range is our ADV specific range of pants and jackets for the Adventure market, to suit a variety of climates. All products in this range come in a variety of trendy colors and are designed in line with the latest international fashion trends. We are continuously expanding our range to appeal to a wider range of consumers.

Casual Clothing and Accessories

We also sell a variety of casual clothing, socks and caps which we have expanded to include sunglasses. We sell accessories that complement our expanding range of products including toolbelt bags, duffel bags, gear bags, helmet bags, backpacks, hats and hydration kits. The products are designed in line with the latest international fashion trends.

MTB Components

In 2025, we launched a range of bicycle components, which includes pedals, stems, handlebars and grips. The pedal range includes pedals made from aluminium and CeraMag®, ceramic-coated magnesium. The handlebars set that combines an ultra-stiff 7050 aluminium bar with vibration-dampening ReaFlex® grips.

Spare Parts

We also provide aftermarket support to users of our protective products primarily for the replacement of worn or damaged parts through our global distribution network. The nature of many of our products is such that certain components collapse and fail in a controlled mode to help prevent further bodily injury. As such, specific parts of a product or the entire product may need to be replaced after a significant impact.

Our team is committed to consistently updating and refining these products based on consumer feedback and demand on an annual basis. To view a detailed listing of these products please see our website: www.leatt.com.

Accolades

The Leatt products have won a series of awards and accolades since 2007, including the following:

• Motocross Action: Leatt-Brace GPX awarded 5/5 Star Product Rating (2007) and Decade's Most Significant Product (awarded by an industry magazine based on comfort, fit and safety)

• ISPO Brandnew Awards: Leatt-Brace DBX awarded Best Protection at Bike Expo (2010) (Bike Expo is an annual gathering of industry participants)

• Motocrossgear.com: Perfect Score to New 2012 Leatt-Brace Chest Protector Adventure Pro (selected by an industry website, based on looks, comfort and safety)

• PPS Moto: This Motocross Product review website awarded the Company the 2014 PPS Moto Protective Gear Company of the Year Award.

• 2015 Vital MX Audience Survey: The Leatt Neck Brace was voted the number one Neck Brace to buy in the Vital MX Audience Survey.

• Decline Magazine: Decline Magazine awarded Leatt Knee Guards a five-star rating based on the ~~products~~product's fit, impact testing, breathability and overall appeal (July 2016).

• Eurobike Award 2017: In 2017, the Leatt DBX 3.5 neck brace won a Eurobike Award. Eurobike is the world's leading trade fair where international bike industry exhibitors present their products and services. The prestigious Eurobike Award honors innovative products and is a highlight of the annual exposition.

• The MTB Lab Best of 2017 Award: In 2017, The MTB Lab, an online publication on mountain bikes and outdoor gear, named the Leatt DBX 3.0 All-Mountain Helmet one of the best products for 2017.

• 2017 Crankjoy Gear of the Year: The Leatt DBX 3.0 helmet was listed by the Editors of Crankjoy, an online publication on mountain bike lifestyle and gear, as among its favorite riding gears for 2017.

• 2020 Gear Of The Year Award: The Moto 9.5 Helmet was named the 2020 Gear of the Year award by German Cross Magazine. The award winner is selected on an annual basis by the Editors of the magazine.

• Mountain Biking UK Magazine: The Airflex Stealth Body Tee was selected as the winner of the "6 of the Best Body Protection" (October 2021).

• Mountainbike Magazine: In 2015, the Leatt F4 Hydration System won the Mountainbike Magazine Design and Innovation Award, as selected from among 100 products by an international jury featuring top athletes, including Enduro World Series Winner, Nico Lau. In 2017, the Leatt DBX 3.0 helmet was one of ten winners in the Editor's Choice Innovations category reserved for innovations that the Editors believe most shaped the mountain bike world during the prior year.

• Vital MX Audience Survey: The Leatt Neck Brace was voted the number one Neck Brace to buy in the Vital MX Audience Survey for two years running in 2019 and 2020.

• Interbike Innovation Award Winner: The Interbike International Bicycle Exposition is the largest bicycle industry trade event in North America, and ~~their~~its awards are aimed at recognizing excellence and innovation in product, retail, and advocacy. The Leatt DBX 3.5 neck brace was named an Interbike Innovation Award winner in 2017, and the Leatt DBX 4.0 Helmet won the same Innovation Award in 2018.

• Transworld MX: In 2009, the Leatt Brace Adventure was won the Editors' Choice award for 2009 Best New Product of Year, in 2011, the Leatt GPX Pro won the Editors' 2011 Best Product of the Year award, based on comfort and safety, and in 2012, the Leatt Pro Lite chest protector was awarded 2012 "Product of the Year" based on testing and appearance.

• Racer X Readers' Choice Award: The Leatt Brace has been selected as the number one worn Neck Brace by readers of Racer X magazine, for three years running from 2019, 2020, and 2021.

• Powersports Business Nifty 50 Award: The Nifty 50 Award is conferred by the editors of Powersports Business, an industry publication that selects aftermarket products and services that they believe will help boost dealer profitability. To be eligible for an award, products have to be new or substantially improved from previous years and must be ready for delivery in the calendar year of the award. Leatt received the Nifty 50 Award in 2018 for the Leatt GPX 4.5 Helmet and the Leatt GPX 3.5 Neck Brace, in 2021, for the Leatt X-Frame Hybrid Knee Braces, and in 2022 for the Leatt 8.5 Moto Helmet Kit.

• Design & Innovation Award: Leatt is a frequent winner of this award conferred each year by the Design & Innovation jury of bicycle industry experts in recognition of bicycles and bicycle products. The Leatt DBX 5.0 Composite Helmet and the Leatt DBX Enduro Lite WP 2.0 each won a Design and Innovation Award for 2016; the Leatt DBX 2.0 Helmet and the Leatt DBX 3.5 Neck Brace each won a Design and Innovation Award for 2018; the Leatt DBX 4.0 Helmet won a 2019 Design & Innovation Award; the Leatt 4.0 Velocity Goggles won a 2021 Design and Innovation Award; the Mono Suit MTB HydraDri^® 5.0 and the Leatt MTB 3.0 Enduro helmet each won a 2023 Design and Innovation Award; and the new Leatt All-Mountain 5.0 Jersey and the Leatt All-Mountain 4.0 Pants each won a 2024 Design and Innovation Award and in 2025, the Leatt Ride Kit MTB 1.0 and the Ceramag AllMTN 8.0 Ti Flat Pedal were awarded with Design & Innovation Awards.

12We believe that the premium quality of the Leatt® neck brace has resulted in increased sales since its inception. We have sold in excess of 1,004,000 units of the Leatt® neck brace products worldwide to date.

We believe that the premium quality of the Leatt® neck brace has resulted in increased sales since inception. We have sold in excess of 976,000 units of the Leatt® neck brace products worldwide to date.

Manufacturing.

Our products are ~~predominately~~predominantly manufactured in China by third-party ~~manufactures~~manufacturers in accordance with our manufacturing specifications, pursuant to outsourced manufacturing arrangements based on agreed standard operating terms. We continue to build manufacturing capacity outside of China and currently have manufacturing partners in Thailand, Cambodia, and Bangladesh. We do not currently have any material written agreements with our neck brace third-party manufacturers, but will include any such future material written agreement ~~with~~in our periodic filings. We offer a warranty on our products based on the legal requirements of the specific geographical region ~~that~~where our customers reside in. Products purchased through international sales channels are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents globally.

Upon our determination of order quantities, we issue periodic purchase orders for products to our third-party manufacturers at negotiated prices. A security deposit of between 10 - 30% of the total purchase order value is made with such manufacturers upon receipt of a manufacturer's invoice reflecting confirmation of quantities ordered and the negotiated price for the products. The standard lead time from purchase order date to ship-ready date varies between 90 and 120 days, and our standard supplier shipping terms are FOB (Port).

During production, we measure the manufacturer's quality and on-time performance to determine whether to continue our relationship. We utilize outside consultants and our own employees based in Asia to ensure the quality of our products through regular on-site product inspections. Such quality inspections are conducted in conformance with ISO/IEC 17025 specifications at the manufacturer's premises. Penalties and expedited shipping costs may be levied against a manufacturer if there are excessive delays in shipment to customers or customer rejection is caused by quality issues. The balance of open invoices is paid to the manufacturer based on agreed terms, post successful inspection.

Raw Materials and Suppliers

Our products are manufactured from generally available engineering materials, such as thermoset carbon fiber, glass fiber reinforced nylon and high impact polycarbonate resin. The cost of materials used in our products varies depending on the technical and safety specifications, as well as the target market ~~for,~~ and the price of, our products. The prices of these raw materials are determined based ~~upon~~on prevailing market conditions and supply and demand. Global conditions may impact the supply of these raw materials and adversely affect the supply of our products. We have not experienced any significant interruptions to our production due to a shortage of our raw materials.

Our third-party manufacturers arrange for the purchase of most of the raw materials that are used to manufacture our products and they pay for the cost of such materials. We may occasionally directly source and pay for highly specialized protection materials, for use in the production of our products. These protection materials are generally available. We also occasionally acquire raw materials on behalf of a third-party manufacturer to secure and maintain a specified production capacity. The expenses incurred for such materials for the years ended December 31, ~~2024~~2025, and ~~2023~~2024, were not material, and we do not foresee these amounts being material in the near future.

We have implemented certain protocols to check the quality of incoming raw materials used in the production process, where necessary. Our third-party manufacturers are required to perform prescribed strength testing on critical parts of certain products. In addition, certain materials are tested by our research and development employees at Leatt SA and by independent material laboratories for compliance towith manufacturing and material ~~specification~~specifications.

Our Customers

Leatt earns revenues through the sale of its products to customers worldwide through a global network of distributors and retailers. Leatt also acts as the original equipment manufacturer for personal protective equipment sold by certain international brands. Leatt sells its products directly to dealers and direct to end consumers through digital channels in South Africa (through Leatt SA), in the USA (through Two Eleven), and through a network of approximately 61 third-party distributors worldwide. Our distributors are required to follow certain standard business terms and guidelines for the sale and distribution of our products. Two Eleven also sells our products directly to consumers through our online store available at www.leatt.com.

Products purchased through international sales are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents. Revenue and related cost of revenue is recognized at the time of shipment from the manufacturer's port when shipping terms are Free on Board (FOB) shipping point, Cost and Freight (CFR) or Cost and Insurance to named place (CIP) as legal title and risk of loss to the product pass to the customer.

We generate revenue both in the United States and abroad. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, annual revenues associated with international customers were $3044,~~410~~644,~~516~~239 and $3330,~~271~~410,~~920~~516 or 6972% or 7069% of total revenue, respectively.

We have derived a significant portion of our revenue from a limited number of customers, however none of our customers account for more than 10% of our consolidated revenues for the year ended December 31, ~~2024~~2025. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, our largest customer accounted for approximately 27% and 62% of our annual U.S. revenue, respectively. As of December 31, ~~2024~~2025 and ~~2023~~2024, $~~213~~146,~~391~~202 or 32% and $~~370~~213,~~027~~391 or 53% of our accounts receivable, was due from this customer.

For both years ended December 31, ~~2024~~2025, and ~~2023~~2024, one customer accounted for approximately 47% and 84% of our annual international revenue, respectively. As of December 31, ~~2024~~2025 and ~~2023~~2024, $~~500~~239,~~548~~669 or 83% and $0500,548 or 08% of our accounts receivable, ~~was~~were due from this international customer.

Advertising and Marketing

Initially we gained market recognition through customer word-of-mouth and then subsequently through third-party articles and reviews of the Leatt-Brace® in motorcycle and racing magazines with unsolicited and unpaid endorsements from current and former celebrity motocross (and other) riders supporting these sports, but we now implement global marketing campaigns that incorporate web and print based advertising, social media engagement, sponsorship of sporting events and athlete sponsorships that are designed to promote the Company's growing product range and consumer brand on a global basis by increasing product and brand visibility.

We believe that, as a result of our marketing efforts, and based on our internal marketing estimates, we have approximately ~~741~~698 active distributors and dealers who stock Leatt products in the U. S. and approximately ~~249~~231 active dealers in South Africa. We expect that the number of our distributors and dealers will also grow as the market segments that we sell to, and our product offering grows but we cannot guarantee that this will be the case.

Our advertising and marketing expenses for the years ended December 31, 2024, and 2023 were $4,454,906 and $4,127,798, respectively, representing approximately 10% and 9% of our revenues, respectively.13

Our advertising and marketing expenses for the years ended December 31, 2025, and 2024 were $4,563,919 and $4,454,906, respectively, representing approximately 7% and 10% of our revenues, respectively.

Our Growth Strategy

We are committed to growing our business in the coming years. The key elements of our growth strategy are summarized below:

Regional Distribution. Our product range has attracted the interest of global retailers and distributors of protective gear for motor and extreme sports, as well as motorcycle manufacturers and racing teams. The resultant interest and the expected demand for our products prompted us to change our production and distribution strategy in order to cater to this demand. In November 2007, we established Two Eleven, our wholly owned Nevada subsidiary, to manage and control the distribution of our products, particularly in the United States. We distribute products to international consumers through a network of international third-party distributors who are selected by our management team based on their financial status, distribution abilities and creditworthiness, their location in major geographic territories, their marketing and media presence and their portfolio of leading motorcycle brands and accessories as well as their reputation among industry players. We are continuously refining our global multi-channel distribution network by appointing new distributors and dealers with a specific focus on the motorcycle, ADV or bicycle market. We believe that regional distributors will better promote our products in the designated regions and expand our global customer base. In the U.S. we are expanding and upgrading our dealer network and sales management team.

Strategic Alliances. We are actively researching and evaluating strategic alliances that will enable the Company to grow into markets outside of its core markets in an efficient manner. We are also working with our OEM partners to develop more mutually beneficial, sustainable, long-term relationships in line with the Company's goals.

Industry Accreditation and Endorsements. We are pursuing accreditation and endorsements of our products from global motor sports governing and homologation bodies as well as industry organizations. We believe that these accreditations and endorsements will increase sales of our products and solidify our position as a leader in safety products. Should neck protection in two wheeled sports become compulsory we believe that such accreditations and endorsements will additionally increase our sales.

Developing Brand Awareness and Brand Loyalty. We are continuing with our efforts to develop brand loyalty by refining our marketing strategy and by engaging in more targeted communication with current and potential consumers of our products. We are working to build loyalty among more consumers in our core bicycle and moto markets by introducing more price points for our products and addressing more consumer needs in more segments, while remaining true to our mission-pioneering functional safety gear.

Expanding our Portfolio of Products. A cornerstone of Leatt's growth strategy is the introduction of new products that are designed reach a wider rider audience and penetrate new markets. This includes expanding our product range to include innovative protective gear and peripheral products that are well differentiated and align with our core competencies and design principles. Over the last 2 decades we have systematically added worldclass product categories to our range which has made the company a head-to-toe brand for motorcycle, adventure and cycling gear. We continue to develop and refine our product categories.

Our Research and Development Efforts

Our Chairman and Founder, Dr. Christopher Leatt, is our primary research and development consultant and heads the research and development efforts conducted at our research facility, or Leatt Lab, located at our executive headquarters in Cape Town, South Africa. The facility houses a team of biomedical engineers, technicians, designers, and a medical doctor, who ensure products are scientifically conceived, tested and approved. This facility features state of the art testing and prototyping equipment as well as sophisticated simulation modelling and analysis. Leatt also frequently uses the services of outside consultants, academic institutions, and engineering companies, to assist us with our research and development efforts as well as evaluate our methodologies.

We believe that the development of new products and new technology is critical to our success. We are continuously working to improve the quality, efficiency and cost-effectiveness of our existing products. All our helmets have achieved CE certification and other certifications as necessary, depending on market requirements. For the U.S. market our motorcycle helmets comply with the DOT (FMVSS 218) helmet safety standard and our bicycle helmets comply with EN1078, as well as CPSC 1203. Our downhill specific bicycle helmets also comply with ASTM F1952. For ~~our Australian Market our bicycle helmets comply with AS/NZS 2063, for~~ the UK market substantially all of our motorcycle helmets comply with the ACU Gold standard, for the Japanese market our Moto 3.5 helmet complies with the JIS T 8133 standard, and for the Brazilian market our Moto 9.5, Moto 7.5, Moto 3.5, and Moto 2.5 helmets comply with the NBR 7471 standard. Our Enduro 4.0 helmet and All-Mountain 4.0 helmet and Gravity 5.0 helmet have also acquired NTA8776 certification, to meet the new e-bike helmet certification requirements of the Dutch Technical Agreement (NTA) 8776. For the Chinese market the Moto 9.5, Moto 8.5, Moto 7.5, Moto 3.5 and Moto 2.5 and ADV 9.5, ADV 8.5 and ADV 7.5 have CCC approval. The Moto 9.5 has been homologated to FRHPhe-02-2023 for us in FIM sanctioned off-road racing events. We are working on testing selected high-end MTB helmets at V-Tech according to their rating system. We are also working on getting some of our high-end MTB helmets tested at V-Tech according to their rating system. In addition to our helmet portfolio, our goggles and sunglasses undergo certification and testing in accordance with applicable international eyewear standards. Within our goggle range, the Velocity 6.5, 5.5 and 4.5 goggles are certified to EN1938 and are impact-tested on the lenses according to MIL-DTL-43511D. The Velocity 6.5 SNX, 5.5 SNX and 4.5 SNX goggles are certified to EN13178 and are also impact-tested to MIL-DTL-43511D. Our MTB 5.0, 4.0 and 4.0 X-Flow goggles are tested to EN1938 and undergo MIL-DTL-43511D lens impact testing. The Vizion 3.5, 2.5 and 2.5s goggles are certified to EN1938, while our MTB 2.0 goggles are tested to EN1938. Within our sunglass range, the SpeedViz Pro and SpeedViz Lite models are tested to EN ISO 12312, ANSI Z87.1 and AS/NZS 1067.1. Our RideViz Pro, RideViz Lite, RideViz Pro S, RideViz Lite S, TheViz Andes, TheViz Sierra, TheViz Pyrenees and MadViz One sunglasses are tested to EN ISO 12312, ANSI Z80.3 and AS/NZS 1067.1. We are continuously working to expand our range of products with further technological innovation, comfort, ergonomics and market appeal. We believe that our scientific and medical approach to product development gives our products a competitive edge.

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Our research and development expenses for the fiscal years ended December 31, ~~2024~~2025, and ~~2023~~2024 amounted to $2,~~523~~704,~~881~~071 and $2,~~526~~523,~~550~~881, respectively. These expenses included salaries for research and development employees as well as other direct product development and research costs.

Competition

We compete with a small number of dominant competitors in the protective gear and apparel market, some of whom have substantially greater financial and other resources than we currently have. According to the 2023 Racer X Readers' Choice Survey discussed elsewhere herein and available at https://rx.iscdn.net/media-kit/~~2024~~2025/01/~~329_readers~~361_readers-choice-survey-results-~~2023-1~~2024.pdf, our major competitors are Alpinestars S.p.A, Fox Head, Inc.;, Bell Sports, Inc., EVS Sports, and Fox Racing.

Competition is based on quality, price, reputation, industry endorsements and certifications, as well as, on product design, consumer brand recognition, marketing support and distribution strategies. We believe that our products can be distinguished from the products offered by our competitors because our products are innovative, safety tested, versatile, aesthetically appealing, priced competitively and comfortable without compromising quality and performance.

Our Competitive Strengths

We believe that our competitive strengths include the following:

• Intellectual Property. Both our patents and licensed patented technology allows us to provide a product that cannot easily be duplicated by our competitors. We have invested extensive resources to patent our products worldwide and have taken legal action to protect our intellectual property rights from infringement.

• Diverse Multi-Cultural Skilled Management Team. Our management team is knowledgeable and experienced in the personal protective equipment industry, sports medicine, and business development. Our executive corporate management team consists of Mr. Sean Macdonald, Dr. Christopher Leatt, and Mr. Erik Olsson. Mr. Macdonald is our Chief Executive Officer, Chief Financial Officer, President and Director, and is a Chartered Accountant with over 20 years' experience in the financial and operational aspects of running sports orientated growth companies. Dr. Leatt is our Founder, Chairman and Research and Development consultant, who developed the Leatt-Brace® from his study of the benefits and viability of a neck protection system for helmet clad sport and recreational users. Mr. Olsson is our General Manager and Head of International Distribution and has served for over 25 years as a Sales and Product Manager for various companies in the power sports industry.

• Sale and Distribution Channels: Our ability to attract top tier distribution and retail sales channels for the sale of our products is a competitive advantage. These distributors have the financial and distribution resources and relationships to penetrate existing product categories within dealerships and reach a wide geographical dealer network and ultimately consumer base. The Company sells its products to consumers through a global network of approximately 61 global distributors, including the Company's U.S. subsidiary, Two Eleven, and its South African subsidiary, Leatt SA. The Company manages this distribution network through its establishment of standard business terms and guidelines for the sale and distribution of its products to retailers worldwide, and through its direct control of Two Eleven and Leatt SA, the exclusive distributors of Leatt products to retailers in the U.S. and South Africa, respectively. Our research and development and marketing teams also work closely with distributors to educate their sales forces about technical innovations in our products, and to provide support in the marketing and other promotion of our products. We believe that our increase in worldwide sales and our continued expansion into global markets is a testament to the efficiency and effectiveness of our worldwide distribution channels.

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• Outsourced Manufacturing. We outsource our manufacturing to third-party manufacturers in order to produce large volumes of our products. The manufacturing process remains subject to our strict quality control guidelines safeguarded by our employees and the third-party inspectors who we hire as consultants to ensure that these guidelines are being implemented at the production point. While such manufacturing arrangements pose a risk to our ability to safeguard our proprietary technologies and may lead to increased costs, as discussed under the "Risk Factors" heading in this report, we expect that the increase in expected sales volumes will contribute to a lower production cost per unit and that this will translate to better margins for our distributors and retailers.

• Research, Development, Certification and Marketing Capabilities. We have in-house know-how in the areas of product development, testing and accreditation, particularly in the field of personal protective equipment. With the experience and capabilities developed and established in taking our product to market, we believe that we are well positioned to develop, manufacture and market additional products. With our medical and mechanical expertise, demonstrated research and development capabilities, established outsource manufacturing capacity, established brand and our dedicated, loyal and enthusiastic distribution network, we believe that we have the components necessary to bring new successful products to market.

• Industry Accreditation, Testing Standards and Regulations. We are pursuing accreditation and endorsements of our products from global motor sports governing and homologation bodies as well as industry organizations. We have obtained homologations of our products from various global racing authorities where objective standards have been set and we are in discussions with governing racing bodies, such as the FIM, to have the Leatt-Brace® accredited. Should industry accreditation become compulsory, we would be ahead of our competitors in the marketplace.

• Brand Recognition. We believe that public recognition of the Leatt® brand drives the sales of our products, regardless of the action of competitors and competitive products. We expect that the reputation of our brand in the marketplace, particularly our product testing and applicable CE certification, will continue to ensure market acceptance and facilitate market penetration of our new products. In order to bolster and grow the Leatt® brand, stringent quality control and assurance are our highest priority, and our ongoing marketing, advertising and public relations efforts continue to stress the quality, safety and innovation of our products.

Our Intellectual Property

We believe that the continued success of our business is dependent on our intellectual property portfolio consisting of globally registered trademarks, design patents, and utility patents related to the Leatt-Brace®. Most of these initial intellectual property rights are held by Xceed Holdings, a corporation controlled by our Chairman, Dr. Christopher Leatt, and the rest of these rights are held by the Company. We license most of our intellectual property from Xceed Holdings, pursuant to a patent and royalty license agreement, or Licensing Agreement, dated March 1, 2006, between the Company and Xceed Holdings. Under the terms of the Licensing Agreement, we are obligated to pay Xceed Holdings 4% of all our revenues billed and received from the Leatt-Brace®. In addition, pursuant to a separate license agreement between us and Mr. De Villiers, we are obligated to pay a royalty fee of 1% of all our billed and received sales revenue, in quarterly installments, based on sales of the previous quarter, to a trust that is beneficially owned and controlled by Mr. De Villiers. We also rely on nondisclosure agreements and other methods to protect our intellectual property rights. However, the steps we have taken may be inadequate to prevent the misappropriation of our technology.

Xceed has licensed us thirty-five utility patents registered in various countries for the Neck Brace. Thirty-four expired in 2024, and one iswill ~~renewable~~expire in ~~2025~~2026. Furthermore, we ~~have~~hold a license for ~~five~~four ~~European~~design patents, registered in Europe and the U.S.K, ~~patent designs~~ covering various Neck Brace designs, and two ~~expire~~European design patents have renewal dates in ~~2025~~2027. We hold one South African patent for a Shoulder Protector, ~~while~~and ~~the~~one ~~remainder~~South African patent for a Chest Protector, both of which have renewal dates in ~~2025~~2026. We hold patents for our Knee Brace in the U.K. and ~~2027~~Germany, with renewal dates in 2026.

We hold patents for Goggles in Germany, the U.K, and U.S.A, the latter of which is renewable in 2027, while the Germany and the U.K patents have renewal dates in 2026. We hold four design patents for Goggles in Europe, with renewal dates in 2027, 2029, and 2030. We hold five design patents for Goggles in the U.S.A, and one design patent for Goggles in the U.K. The U.K design patent has a renewal date in 2030. We hold patents for our Turbine Helmet in Australia, Hong Kong, Germany, and the U.K., all of which have renewal dates in 2026. We hold three patents for our Turbine Helmet in the U.S.A., with renewal dates in 2027, 2028, and 2029, and another Turbine Helmet patent application currently pending in the U.S.A. We hold one U.S.A. design patent for our Visor Screw, which expires in 2031. We hold design patents for our Hydration System in the U.K and U.S.A, the U.S.A patent expires in 2030, and the U.K patent has a renewal date in 2029. We hold one European design patent for our Visor Screw and Hydration System, with a renewal date in 2029. We hold design patents for our STX Neck Brace in Japan, Europe, the U.S.A., and U.K. The European and U.K design patents have renewal dates in 2030, and Japan in 2026. The U.S.A design patent expires in 2026. We hold patents for our Flexlock Boot in the U.S.A., U.K., Germany, Italy, and Thailand, with the U.S.A patent having a renewal date in 2029, and the remaining patents with renewal dates in 2026. We hold one patent for our Velcro Boot in the U.K., with a renewal date in 2027. We hold one patent application for our Velcro Boot in Germany, which is currently pending, with a renewal date in 2027. We hold a U.S.A design patent for a Boot, which expires in 2036. We hold three patents for a Jacket in Germany, the U.K., and U.S.A., with the patents in Germany and the U.K having renewal dates in 2027, and the U.S.A. patent in 2028. We hold patents for our Hoodies with a magnetic fixture in Germany, the U.K., and U.S.A. with the patents in Germany and the U.K having renewal dates in 2026, and the U.S.A. patent in 2030. We hold a design patent for a team sport product in the U.S.A. We filed two Patent Cooperation Treaty (PCT) patent applications for airbag products, both of which are currently pending.

Patents applicable to specific products extend for varying periods according to the date of patent application filing or patent grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage, and the availability of legal remedies in the country. Issued patents or patents based on pending patent applications or any future patent applications may not exclude competitors or may not provide a competitive advantage to us. In addition, patents issued or licensed to us may not be held valid if subsequently challenged and others may claim rights in or ownership of such patents. In addition, the validity and breadth of claims in protective gear technology patents involve complex legal and factual questions and, therefore, the extent of their enforceability and protection is highly uncertain.

We have extensive licensed and registered trademarks. Leatt^® is trademarked in Argentina, Australia, Canada, Chile, China, the European Union, Indonesia, Japan, Kazakhstan, Malaysia, Mexico, New Zealand, Peru, Philippines, the Russian Federation, Singapore, South Africa, Taiwan, Thailand, U.S.A, Vietnam, and the U.K. in multiple classes depending on the jurisdiction. These multiple trademarks have renewal dates between 2026 and 2035. We also have a Leatt^® trademark pending in Macao. Leatt-Brace^® has been trademarked in China, the European Union, South Africa, U.K. and the U.S.A. with renewal dates between 2027 and 2034. ALPT^® and Alternative Load Path Technology^® trademarks are registered in the U.S.A. in class 9, renewable in 2031 and 2030, respectively. Leatt^® has also been trademarked in special script in Brazil with renewal dates in 2032. The Leatt Devices and/or Icons have been trademarked in Brazil, China, Colombia, the European Union, South Africa, U.K. and U.S.A., with renewal dates between 2029 and 2035 in multiple classes depending on the jurisdiction. We have the Helmet For Your Neck Device trademarked in the European Union and U.K. with renewal dates in 2027.

We have expanded our trademark portfolio to accommodate our expanding product categories. BraceOn^® is registered in class 9 in Australia, the European Union, U.K. and U.S.A. with renewal dates between 2031 and 2033. RIDEVIZ^® is registered in class 9 in Australia, China, the European Union, U.K., and U.S.A. with renewal dates between 2030 and 2032. RideGrip^® is registered in class 25 in China, the European Union, and U.K., and U.S.A. with renewal dates between 2030 and 2032. FirstTurn^® is registered in class 9 in China, the European Union, U.K., and U.S.A. with renewal dates between 2030 and 2032. CeraMag^® is registered in class 12 in the European Union, U.K., U.S.A and Taiwan with renewal dates between 2031 and 2036. HydraDri^® is registered in classes 25 and 28 in the European Union, U.S.A. and U.K. with renewal dates between 2031 and 2033. We have Three L Device^® trademarked in the European Union, U.K. and U.S.A. with renewal dates between 2027 and 2034. We have a Leatt FlexMesh^® trademark in the European Union in class 28 with a renewal date in 2034, and we have FlexMesh^® trademarked in the U.S.A. in class 28 with a renewal date in 2035. We have ReaFlex^® trademarked in the European Union in class 28, with a renewal date in 2035.

Gritt by Leatt^® is registered in classes 3 and 4 in Australia and the European Union, with renewal dates in 2035. We have pending registrations for Gritt by Leatt^TM in the same classes in Brazil, China, the Russian Federation, South Africa, U.K, and U.S.A.

SuperTack^®is registered in class 25 in the European Union, with a renewal date in 2035, and has a pending registration in the U.S.A. We have pending registrations for Leatt Draken^TMin classes 12 and 18 in the European Union and U.S.A. We also have pending registrations for ActiveHold^TMin class 18 in the European Union and the U.S.A.

We have Slidelock^TM trademark pending in the U.S.A. in class 25. We have Thermaflow^™ and HeatGrip™ trademarks pending in the U.S.A., both in class 25.

From time to time, we have had to enforce our intellectual property rights through litigation, and we may be required to do so in the future. Reverse engineering, unauthorized copying or other misappropriation of our technologies could enable third parties to benefit from our technologies without paying us. We cannot assure you that our competitors have not developed or will not develop similar products, will not duplicate our products, or will not design around any patents issued to or licensed by us. We believe that a loss of these rights would harm or cause a material disruption to our business and our corporate strategy is to aggressively take legal action against any violators of our intellectual property rights, regardless of where they may be.

We hold one South African patent for the shoulder brace, and one South African patent for the Chest protector, both have renewal dates in 2025. We hold knee brace patents in both U.K. and Germany with renewal dates in 2025. We hold one design patent in Europe for our MTB shoe sole design which will expire in 2025.

We hold patents for goggles in both the U.K and Germany with renewal dates in 2025. We hold four design patents for goggles in Europe, with renewal dates in 2027, 2029, and 2030. We hold three design patent for goggles in the U.S.A, which will be renewable in 2027, and have another two design patent applications for goggles pending.

We hold patents for our Turbine helmet in Australia, Hong Kong, Germany and the U.K. which all have renewal dates in 2025. The European patent application for our Turbine helmet on which the U.K. and German patents are based is opposed. We hold two patents for our Turbine Helmet in the U.S.A., with renewal dates in 2025 and 2027, and another patent application currently pending in the U.S.A. We hold two U.S.A. design patents, one for our visor screw and the other for our hydration system, these patents expire in 2031 and 2030, respectively. We hold one European design patent for our visor screw and hydration system that is renewable in 2029.

We hold design patents for the STX Neck Brace in Japan, Europe, and the U.S.A. The design patents in Japan and Europe are renewable in 2025. The design patent in the U.S.A. expires in 2026.

We hold a Flexlock Boot patent in the U.S.A., U.K., Germany, Italy, and Thailand, and all patents are renewable in 2025. We hold a patent for boots in the U.K. which is renewable in 2026. We hold one patent application for boots in Germany which is currently pending, with a renewal date of 2026.

We hold three patents for a jacket in Germany, U.K., and U.S.A., the patents for Germany and the U.K are up for renewal in 2026 and U.S.A. in 2028. We hold patents for our hoodies with a magnetic fixture in Germany, U.K., and U.S.A. The patents for Germany and the U.K are up for renewal in 2025 and U.S.A in 2026.

We hold a design patent for a team sport product in the U.S.A. We filed two patent applications for airbag products in the U.K., both are currently pending with renewal dates in 2027.

Patents applicable to specific products extend for varying periods according to the date of patent application filing or patent grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country. Issued patents or patents based on pending patent applications or any future patent applications may not exclude competitors or may not provide a competitive advantage to us. In addition, patents issued or licensed to us may not be held valid if subsequently challenged and others may claim rights in or ownership of such patents. In addition, the validity and breadth of claims in protective gear technology patents involve complex legal and factual questions and, therefore, the extent of their enforceability and protection is highly uncertain.

We have extensive licensed and registered trademarks. Leatt® is trademarked in Argentina, Australia, Brazil, Canada, Chile, China, the European Union, Indonesia, Japan, Malaysia, Mexico, New Zealand, Philippines, Singapore, South Africa, Taiwan, U.S.A and the U.K. in multiple classes depending on the jurisdiction. These multiple trademarks have renewal dates between 2026 and 2034. We also have a pending application for Leatt in Colombia, the Russian Federation, Thailand and Vietnam. Leatt-Brace® has been trademarked in China, the European Union, South Africa, U.K. and U.S.A. with renewal dates between 2027 and 2034. ALPT® and Alternative Load Path Technology® trademark is registered in U.S.A. in class 9 renewable in 2031 and 2030 respectively. Leatt® has also been trademarked in special script in Brazil and China with renewal dates in 2032. The Leatt Devices and/or Icons have been trademarked in Brazil, the European Union, South Africa, U.K. and U.S.A. with renewal dates between 2029 and 2034 in multiple classes depending on the jurisdiction.

We have expanded our trademark portfolio to accommodate our expanding product categories. Brace On® is registered in class 9 in Australia, the European Union, U.K. and U.S.A. with renewal dates between 2031 and 2033. RIDEVIZ® is registered in class 9 in Australia, China, the European Union, U.K. and U.S.A. with renewal dates between 2030 and 2032. RideGrip® is registered in class 25 in China, the European Union, and U.K. and U.S.A. with renewal dates between 2030 and 2032. FirstTurn® is registered in class 9 in China, the European Union, U.K. and U.S.A. with renewal dates between 2030 and 2032. CeraMag® is registered in class 12 in the European Union, U.K. and Taiwan with renewal dates in 2031 and 2032. We have CeraMag™ trademark pending in class 12 in U.S.A. HydraDri® is registered in classes 25 and 28 in the European Union, U.S.A. and U.K. with renewal dates between 2031 and 2033. We have Three L Device® trademarked in the European Union, U.K. and U.S.A. with renewal dates between 2027 and 2034. We have a Leatt FlexMesh® trademark in the European Union in class 28.

We have FlexMeshTM trademark pending in the U.S.A. in class 28. We have SlidelockTM trademark pending in the U.S.A. in class 25. We have Thermaflow™ and HeatGrip™ trademarks pending in the U.S.A., both in class 25.

From time to time, we have had to enforce our intellectual property rights through litigation, and we may be required to do so in the future. Reverse engineering, unauthorized copying or other misappropriation of our technologies could enable third parties to benefit from our technologies without paying us. We cannot assure you that our competitors have not developed or will not develop similar products, will not duplicate our products, or will not design around any patents issued to or licensed by us. We believe that a loss of these rights would harm or cause a material disruption to our business and, our corporate strategy is to aggressively take legal action against any violators of our intellectual property rights, regardless of where they may be.

Our Employees

As of December 31, ~~2024~~2025, we employed 7588 full-time employees and 6047 independent contractors. The following table sets forth the number of our full-time employees and contractors by function as of December 31, ~~2024~~2025.

Employee & Contractor Function	Number
Executive	3
Internet & Technology	42
Marketing	2225
Finance	6
Operations and Distribution/Logistics	2326
Research and Development/Leatt Lab	2325
Legal & Compliance	54
Sales & Customer Services	4641
Support Staff	3
Total	135

We employ 4 full-time employees who are dedicated exclusively to research, development, and testing. We also utilize consultants, academic institutions and engineering companies as independent contractors or consultants, from time to time, to assist us with our research and development efforts where specific and specialized knowledge is needed.

Our Company employs the majority of its employees at its offices in Durbanville, South Africa and in Reno, Nevada. We are required to pay UIF, or unemployment insurance, for each of our South African employees. We are also required to withhold income taxes for our South African and U.S. based employees. We generally provide health care benefits and other standard benefits to our employees. Effective January 1, 2019, we implemented a 401k plan for the benefit of all our U.S. based employees and effective June 1, 2019, we implemented a provident fund for the benefit of all our permanent S.A. based employees.

We value retaining employees long term and developing our human capital, which is evident in the length of tenure of many of our most senior personnel. We are continually evaluating our staffing requirements, working conditions, employee benefit programs and compensation packages that include medium- and long-term incentives through equity compensation plans to retain staff long term. We have established and continue to enhance and refine a comprehensive set of practices for recruiting, managing, and optimizing the global human resources of our organization. In many cases, we utilize objective benchmarking and other tools in our efforts. We aim to instill a passion to protect riders around the world with exceptional products in our workforce which provides purpose.

We believe that we maintain a professional and productive working relationship with our employees, and we have not experienced any significant labor disputes or any difficulty in recruiting staff for our operations.

Regulations

The 2012 JOBS Act

We qualify as an "emerging growth company," as defined in Title I of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company is defined as an issuer, including a foreign private issuer, with less than $1 billion of total annual gross revenues during the most recently completed fiscal year. The SEC has interpreted "total annual gross revenues" to mean total revenues as presented on the income statement presentation under U.S. GAAP, which for the Company was $4461.0391 million for the fiscal year ended December 31, ~~2024~~2025. We will retain our status as an emerging growth company until the earlier of: (1) the fifth anniversary of the date we first sell securities pursuant to an IPO registration statement; (2) the last day of the fiscal year in which we first exceed $1 billion in annual gross revenues; (3) the time we become a large accelerated filer (an SEC registered company with a public float of at least $700 million); or (4) the date on which we have issued, within the previous three years, $1 billion of nonconvertible debt, whether issued in a registered or unregistered offering and whether or not it is still outstanding at the determination date.

The JOBS Act provides scaled disclosure provisions for us, including, among other things: (a) permitting us to include only two years of audited financial statements in a registration statement filed under the Securities Act of 1933 for an IPO of common equity securities; (b) allowing us to comply with the smaller reporting company version of Item 402 of Regulation S-K (Executive Compensation); and (c) removing the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting in accordance with Section 404(b) of the Sarbanes-Oxley Act of 2002. The JOBS Act also exempts us from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: the advisory "say-on-pay" vote on executive compensation required under Section 14A(a) of the Exchange Act; the Section 14A(b) requirements relating to shareholder advisory votes on golden parachute compensation; the Section 14(i) requirements for disclosure relating to the relationship between executive compensation and financial performance of the issuer; and the requirement of Dodd-Frank Act Section 953(b)(1), which will require disclosure as to the relationship between CEO and median employee pay.

Under Section 102(b)(1) of the JOBS Act, "emerging growth companies" can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this extended transition period for compliance with new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not "emerging growth companies."

European Union Directives

Our products are compliant with all applicable harmonized European Union Regulations. Leatt Personal Protective Equipment products are EU Type Certified showing compliance with European Union Personal Protective Equipment Regulation (EU) 2016/425 and/or the Medical Device Regulation (EU) 2017/745 for hybrid PPE/Medical products. The harmonized PPE Regulation (EU) 2016/425 lays down essential health and safety requirements (EHSRs) and leaves it to standards, primarily European harmonized standards, to give technical expression of the relevant requirements contained in the Regulation. For Leatt this includes the Company's Leatt-Brace® and body protection products.

It means that as a minimum these products must comply with: the basic Health and Safety requirements of the PPE regulation; certain chemical innocuousness tests prescribed in EN ISO 13688:2013 "Protective clothing - General Requirements"; and the requirements relating to usage, care, cleaning, sizing and other information to be supplied with the product. Accordingly, all Leatt-Braces®, MTB Helmets, chest protectors, body protectors, knee braces, limb protectors, boots, goggles, gloves with knuckle protection, on-road jacket and pants, as well as rally jacket and pants are CE certified. Only our peripheral products such as certain jackets, clothing, and caps are not covered.

In addition to the minimum requirements some products require compliance with the European Standards, or EN (European Norm), specific to certain categories of PPE in order to achieve certification. An EN is a standard that has been adopted by one of the three recognized European Standardization Organizations (ESOs): CEN, CENELEC or ETSI. It is produced by all interested parties (including manufacturers, users, consumers and regulators of a particular material, product, process or service) through a transparent, open and consensus-based process. In the Company's case these are the applicable EN standards: EN 14021 Stone Shields; EN 1621-1 Limb Protectors; EN 1621-2 Back Protectors; EN1621-3 Chest Protectors; EN 21420:2020 Protective Gloves; EN 13594:2015 Protective gloves for motorcycle riders; EN1078:1997 Helmets for pedal cyclists and for users of skateboards and roller skates; EN 13634: 2017 Protective footwear for motorcycle riders; EN1938:2010 Personal eye protection - Goggles for motorcycle and moped users; EN 13595-3:2020 - "Protective garments for motorcycle riders - Parts 3: Class AA Garments"; EN 13595-4:2020 - "Protective garments for motorcycle riders - Parts 3: Class A Garments". ISO 12312-1:2022 - "Eye and face protection - Sunglasses and related eyewear". These standards are more performance related and, among other things, measure the performance of PPE at various intensity levels and under different environmental conditions. They also prescribe product labelling, tests for user comfort and ease of use. Where no specific standards exist in the EU, such as with the neck brace, wrist brace or specialized protective equipment for juniors, the Notifying Body will be responsible for interpreting the requirements based on the intended use and environment, develop appropriated testing protocols and perform the technical evaluation necessary for certification.

The PPE Regulation (EU) 2016/425 is total harmonization and a "New Approach" legislation aligned to the "New Legislative Framework". It lays down essential health and safety requirements (EHSRs) and leaves it to standards, primarily European harmonized standards, to give technical expression of the relevant requirements contained in the Regulation.

FDA and MHRA Registration

In the ~~2015~~ first quarter of 2015, our Knee Brace was accepted for registration by both the FDA and the MHRA, and our Shoulder Brace was accepted by the FDA, as Class 1 Medical Devices. FDA and MHRA registration allow us to take these products directly to market as medical devices for patients (not just athletes) recuperating from injuries, surgery, muscle tears or strains, dislocations, breaks or fractures. The Company's FDA registration included the contract manufacturer of the braces, a Good Manufacturing Practices (GMP) vendor. For the registration period, which currently expires on December 31, ~~2025~~2026, we will be required to maintain logs of complaints or problems, and to provide appropriate labelling for medical uses. We have renewed our registration until December 31, ~~2025~~2026. The MHRA registration of the knee brace is open-ended, subject to the Company's continued monitoring of product performance in the marketplace and delivery of prompt responses to the MHRA as necessary.

2119

Other Accreditation

We have also obtained certifications for our helmets depending on the market, all Leatt products are compliant with applicable European Union directives, or CE certified, where appropriate. Depending on the market, we have other certifications outside of CE. For the US market, our motorcycle helmets comply with the DOT (FMVSS 218) helmet safety standard, and our bicycle ~~helmet~~helmets ~~complies~~comply with EN1078, as well as CPSC 1203. Our downhill -specific bicycle helmets also comply with ASTM F1952. For our Australian Market, our bicycle helmet complies with AS/NZS 2063, for the UK market substantially all of our motorcycle helmets comply with ACU Gold, and for the Japanese market, our Moto 3.5 helmet complies with JIS T 8133. For the Brazilian market, our Moto 9.5, Moto 7.5, Moto 3.5, and Moto 2.5 helmets ~~complies~~comply with NBR 7471. The Moto 9.5, Moto 8.5, Moto 7.5, Moto 3.5, ~~and~~ Moto 2.5, and ADV 9.5, ADV 8.5, and ADV 7.5 have CCC approval in China. Our Enduro 4.0 helmet, ~~and~~ All-Mountain 4.0 helmet, and Gravity 5.0 helmet have acquired NTA8776 certification, ~~this~~which is a new e-bike helmet certification ~~which~~that confirms that a helmet complies with the requirements in the Dutch Technical Agreement (NTA) 8776. The Moto 9.5 has been homologated to FRHPhe-02-2023 for us in FIM-sanctioned off-road racing events.

We also voluntarily submitted our Moto GPX neck brace to be tested by the in-house engineers of BMW Motorrad (Germany) and reviewed by KTM (Austria). We believe that such testing, while not mandatory, provides validation for our product's performance.

Environmental Matters

Our products are primarily designed for outdoor use and unseasonable weather or physical changes associated with climate change could lead to increased expenses and a reduction in our sales revenue. Unseasonable weather and prolonged, extreme temperatures, such as hurricanes, winter storms, earthquakes, floods, heatwaves, and other natural disasters may affect consumer participation in outdoor sporting activities and adversely impact their demand for our products. In addition, severe weather could disrupt the operation of our facilities and cause service outages, production delays and property damage that require us to incur additional expenses. Such weather conditions may also affect our ability to deliver our products to our customers or may require them to close certain stores temporarily, thereby reducing sales. As a result, unseasonable weather in any of our markets could negatively impact our net revenues.

Legal and regulatory developments related to climate change or other initiatives could also potentially increase costs and affect our ability to deliver our products. We have begun to utilize eco-friendly and sustainably sourced materials for the packaging of our products and have recently introduced a new range of MTB products made from biodegradable, plastic-free materials that maintain their high-performance edge and durability. We are continually considering and implementing steps to sustainably reduce the Company's carbon footprint and we are currently evaluating various environmental certification ~~body's~~bodies with the intent of certifying our efforts to reduce our impact on the environment over the last few years. There were no material capital expenditures for environmental matters in the year ended December 31, ~~2024~~2025.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled "Special Note Regarding Forward-Looking Statements" above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

RISKS RELATED TO OUR BUSINESS

Our business and financial performance may be adversely affected if our information technology systems fail to perform adequately or if they are the subject of a security breach or cyberattack.

We are a multinational company and rely on a variety of information technology systems in the ordinary course of business to manage business data, communications, supply chain, order entry and fulfilment, customer support, billing and payments. Our system and processes are potentially vulnerable to cybersecurity incidents, such as terrorist or hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and other information, insider risk, or other security breaches, including individual or advanced persistent cyber-attacks on our information technology infrastructure and attempts by others to gain access to our proprietary or sensitive information regarding our employees, suppliers and customers.

If there is a cybersecurity incident, we may suffer interruptions to our business and service, loss of assets or data, or reduced functionality, which could materially adversely affect our financial condition, business and results of operations. Many of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality a cybersecurity incident could cause. Security breaches of our systems which allow inappropriate access to or inadvertent transfer of information and misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, customers, or suppliers could have an adverse impact on our results of operation. If a customer, supplier or employee alleges that a cyberattack caused or contributed to a loss or compromise of critical information, we could face significant harm to our reputation and financial condition. Any remedial costs or other liabilities related to information security system failures and cybersecurity incidents may not be fully insured or indemnified by other means.

While we attempt to mitigate cybersecurity risks by employing a number of proactive measures, including, technical security controls, enhanced data protection, advanced intrusion detection, targeted threat protection, maintenance of backup, protective systems and disaster recovery procedures, our systems remain potentially vulnerable to cybersecurity threats, any of which could have a material adverse effect on our business. We believe our mitigation measures reduce, but cannot eliminate, the risk of a cybersecurity incident. Despite any precautions we may take, a cybersecurity incident could harm our reputation and financial condition and cause us to incur legal liability and increased costs to respond to such events. Our cyber liability insurance may not be sufficient to compensate us for losses that may result from interruptions in our services or asset or data loss as a result of cybersecurity incidents.

Global political and economic turmoil could negatively affect our domestic and international sales, results of operations, and financial condition.

Prolonged ~~turmoil~~global inpolitical ~~the~~and ~~global~~economic ~~economy~~turmoil, especially in the U.S., the Middle-East, South America and Europe, ~~including the conflict in Ukraine and the Middle East,~~ could have a negative impact on our ability to conduct business outside the U.S. and on our financial condition. Any intensified or widened conflict in Iran and the surrounding region could lead to volatility in energy prices and adversely impact the cost of raw materials and shipping worldwide. Our exposure to such risks may further increase if any of these economic conditions impact levels of consumer spending.

We sell our products through a global network of distributors and dealers who may have difficulty clearing elevated stock, previously stockpiled in response to industry wide supply chain challenges, which in turn could slow new orders and affect our financial performance. If our customers were to experience slow growth or recession, we could see a drop-in demand for our products, difficulty in obtaining materials and supplies, difficulty in collecting accounts receivables, an increase in accounts receivable write-offs, and greater foreign exchange rate volatility affecting our profitability and cash flow. Customers may also purchase lower-cost products made by competitors and not resume purchasing our products even after economic conditions improve. While we employ comprehensive controls regarding global cash management to guard against cash or investment loss and to ensure our ability to fund our operations and commitments, a material disruption to the counterparties with whom we transact business could expose us to financial loss.

23For the years ended December 31, 2025 and 2024, annual revenues from sales to international customers were $44,644,239 and $30,410,516, or 72% and 69% of our total revenue, respectively. While we do not expect to see any significant material adverse impact on our distribution channels (discussed elsewhere in this report), if demand for our products fluctuates as a result of these economic conditions or otherwise, our revenue and gross margin could be harmed.

For the years ended December 31, 2024 and 2023, annual revenues from sales to international customers were $30,410,516 and $33,271,920, or 69% and 70% of our total revenue, respectively. While we do not expect to see any significant material adverse impact on our distribution channels (discussed elsewhere in this report), if demand for our products fluctuates as a result of these economic conditions or otherwise, our revenue and gross margin could be harmed.

Our international operations expose us to foreign exchange risk and currency fluctuations affect our operating profits.

We are exposed to foreign exchange risk as our revenues and consolidated results of operations may be affected by fluctuations in foreign currency as we translate these currencies into U.S. dollars when we consolidate our financial results. Operating outside of the United States further exposes us to foreign exchange risk, which we monitor. We are most sensitive to changes in the exchange rates of the South African Rand (or ZAR), the Renminbi, the Euro and the U.S. dollar. Because of our primary operations in South Africa, a portion of our consolidated revenues are denominated in ZAR, certain of our assets are denominated in ZAR, and our research and marketing operations in South Africa utilize South African labor sources, so we have more ZAR expenses than we do sales in South Africa. A decrease in the value of the U.S. dollar in relation to the ZAR could increase our cost of doing business in South Africa. Alternatively, if the ZAR depreciates against the U.S. dollar, the value of our ZAR revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. In China we have more Renminbi expenses than we do sales, because we manufacture our products in China that we sell globally. A decrease in the value of the U.S. dollar in relation to the Renminbi could increase our cost of purchasing products in China. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

In Europe we have significantly more sales than we do expenses. Since 69% of our sales is derived outside the U.S. where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates such as the strengthening of the dollar versus our customers' local currency can adversely affect our ability to remain competitive in those areas.21

WeIn ~~engage~~Europe inwe ~~international~~have ~~manufacturing~~significantly ~~and~~more sales ~~which~~than ~~exposes~~we usdo toexpenses. ~~trade~~Since ~~restrictions~~72% ~~and~~of ~~disruptions~~our ~~that~~sales ~~could~~is ~~harm~~derived outside the U.S. where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates, such as the strengthening of the dollar versus our ~~business~~customers' ~~and~~local currency can adversely affect our ability to remain competitive ~~position~~in those areas.

We ~~derive~~engage ~~69%~~in ~~of our revenues from~~ international ~~sales~~manufacturing and ~~we develop and primarily manufacture our products outside of the U.S. As a result~~sales, wewhich ~~are~~exposes ~~subject~~us to ~~risks~~trade ~~associated~~restrictions ~~with shipping products across borders, including shipping delays, customs duties, export quotas~~ and ~~other~~disruptions ~~trade restrictions~~ that could ~~have~~harm ~~a significant impact on~~ our ~~revenue~~business and ~~profitability~~competitive position.

~~Although~~We ~~there~~derive is72% ~~more certainty regarding the outcome~~ of ~~BREXIT~~our ~~due~~revenues tofrom ~~the~~international ~~withdrawal~~sales ~~agreement that was concluded between the European Union~~ and ~~the United Kingdom on January 24, 2020,~~ we ~~continue~~develop toand ~~evaluate~~primarily ~~the~~manufacture ~~potential~~our ~~effect~~products outside of the ~~United Kingdom's (~~U.KS.) ~~departure~~As ~~from~~a ~~the~~result, ~~European~~we ~~Union~~are ~~(EU)~~subject ~~(commonly referred~~ to asrisks ~~"Brexit")~~associated onwith ~~our~~shipping ~~business operations and financial results. We anticipate that Brexit may have adverse tax effects on movement of~~ products oracross ~~sustainment~~borders, ~~activities~~including ~~between~~shipping ~~the U.K. and EU. Additionally~~delays, ~~Brexit~~customs ~~may still have an impact the value of the pound sterling. If the pound sterling were to depress significantly against the U.S. dollar~~duties, ~~this~~export ~~could~~quotas ~~negatively~~and ~~impact~~other ~~the~~trade ~~ability~~restrictions ~~of our U.K. customers to afford our products. Currently, we do not anticipate~~ that ~~Brexit~~could ~~will~~ have a ~~material~~significant impact on our ~~operations~~revenue orand ~~our financial results~~profitability.

If we cannot deliver our products on a competitive and timely basis, our relationships with international customers will be damaged and our financial condition could also be harmed. The future imposition of, or significant increases in, the level of tariffs, custom duties, export quotas and other barriers and restrictions by the U.S. on China or other countries could disrupt our supply chain, increase the cost of our raw materials and therefore our pricing, and impose the burdens of compliance with foreign trade laws, any of which could potentially affect our bottom line and sales. While we are in continuous discussions with our manufacturers to ensure there are contingencies in place, we cannot assure you that we will not be adversely affected by changes in the trade laws of foreign jurisdictions where we sell and seek to sell our products.

In order to grow at the pace expected by management, we may require additional capital to support our long-term growth strategies. If we are unable to obtain additional capital in future years, we may be unable to proceed with our plans and we may be forced to curtail our operations.

Although our ~~Cash~~cash, ~~and~~ cash equivalents and restricted cash at December 31, ~~2024~~2025 were $1213.23 million,~~368,100~~ and we currently meet our working capital requirements with cash flow provided by our operating activities, we expect to continue doing so for the foreseeable future. Since November 2018, the Company has maintained a revolving line of credit agreement with a bank under which it now has access to a line of credit facility of $1,500,000 which remains available in full for advances through March 1, 2026. However, in the future we may require additional working capital to support our long-term growth strategies, including identifying suitable targets for horizontal or vertical mergers or acquisitions, so as to enhance the overall productivity and benefit from economies of scale. If the uncertainty arising out of domestic and global economic conditions and the ongoing tightening of domestic credit markets persist, we may not be able to generate adequate cash flows or obtain adequate levels of additional financing, whether through equity financing, debt financing or other sources. Even if we are able to get additional financing, it might not be on terms that are favorable to the Company. Furthermore, additional financings could result in significant dilution to our earnings per share or the issuance of securities with rights superior to our current outstanding securities, including registration rights. If we are unable to raise additional financing, we may be unable to implement our long-term growth strategies, develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures on a timely basis, if at all. In addition, a lack of additional financing could force us to substantially curtail operations.

A substantial amount of our sales revenue is derived from sales to a limited number of customers, and our business will suffer if sales to these customers decline.

We have derived a significant portion of our revenue from a limited number of customers, however none of our customers account for more than 10% of our consolidated revenues. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, our largest customer accounted for approximately 27% and 62% of our annual U.S. revenue, respectively. As of December 31, ~~2024~~2025 and ~~2023~~2024, $~~213~~146,~~391~~202, or 32% and $~~370~~213,~~027~~391 or 53% of our accounts receivable, was due from this customer. For both the years ended December 31, ~~2024~~2025 and ~~2023~~2024, our international revenue derived outside of the U.S. was earned from one customer that accounted for approximately 47% and 84% of our annual international revenue. As of December 31, ~~2024~~2025 and ~~2023~~2024, $~~500~~239,~~548~~669 or 83% and $0500,548 or 08% of our accounts receivable, respectively, was due from this international customer. We do not have long term contractual arrangements with most of these wholesale customers. The loss of one or more of these customers could damage our business, financial condition and results of operations.

Significant fluctuations in fuel prices could have an adverse impact on our business and operations.

A significant portion of our revenue is derived from international sales and so significant fluctuations in fuel prices could adversely affect our business and operations. While fluctuations in fuel prices could lead to higher commuter costs which may encourage the increased use of motorcycles and bicycles as alternative modes of transportation and lead to an increase in the market for our protection products, significant fluctuations in world fuel prices could significantly increase the price of shipping or transporting our products which we may not be able to pass on to our customers.

Expansion of our business may put added pressure on our management, financial resources and operational infrastructure impeding our ability to meet any increased demand for our products and possibly hurting our operating results.

Our business plan is to significantly grow our operations to meet anticipated growth in demand for existing products, and by the introduction of new product offerings. Growth in our business may place a significant strain on our personnel, management, financial systems and other resources. We may be unable to successfully and rapidly expand sales to potential customers in response to potentially increasing demand or control costs associated with our growth. To accommodate any such growth and compete effectively, we may need to obtain additional funding to improve information systems, procedures and controls and expand, train, motivate and manage our employees, and such funding may not be available in sufficient quantities, if at all. If we are not able to manage these activities and implement these strategies successfully to expand to meet any increased demand, our operating results could suffer.

We rely on patent and trade secret laws that are complex and difficult to enforce and we may not be able to prevent others from unauthorized use of our intellectual property. If we are not able to adequately secure and protect our patent, trademark and other proprietary rights our business may be materially affected.

The continued success of our business is dependent on our intellectual property portfolio consisting of globally registered trademarks, design patents and utility patents related to the Leatt-Brace®. We also rely on nondisclosure agreements and other methods to protect our intellectual property rights. However, the steps we have taken may be inadequate to prevent the misappropriation of our technology. In addition, the validity and breadth of claims in protective gear technology patents involve complex legal and factual questions and, therefore, the extent of their enforceability and protection is highly uncertain. Issued patents or patents based on pending patent applications or any future patent applications may not exclude competitors or may not provide a competitive advantage to us. In addition, patents issued or licensed to us may not be held valid if subsequently challenged and others may claim rights in or ownership of such patents. Reverse engineering, unauthorized copying or other misappropriation of our technologies could enable third parties to benefit from our technologies without paying us. We cannot assure you that our competitors have not developed or will not develop similar products, will not duplicate our products, or will not design around any patents issued to or licensed by us. We believe that a loss of these rights would harm or cause a material disruption to our business and, our corporate strategy is to aggressively take legal action against any violators of our intellectual property rights, regardless of where they may be.

We depend on key personnel, and turnover of key employees and senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our key technical and senior management personnel, including specifically, Dr. Christopher Leatt, our Chairman and Research and Development Consultant and the licensor of some of our intellectual property, Sean Macdonald, our Chief Executive Officer and President, and Erik Olsson (collectively, "Key Personnel"). Our future also depends in significant part upon our ability to attract and retain additional qualified management, technical, marketing and sales and support personnel for our operations. To address this risk, we have taken out key man insurance on our Key Personnel. However, if we lose any of our Key Personnel, if any of them fails to perform in their current position, or if we are unable to attract and retain skilled personnel as needed to support business operations from time to time, our business could suffer. In addition, significant turnover of Key Personnel in our senior management could significantly deplete our institutional knowledge held by them. We depend on the skills and abilities of these Key Personnel in managing the development, manufacturing, technical, marketing and sales aspects of our business, any part of which could be harmed by further turnover.

We face an inherent business risk of exposure to product liability claims that could have a material adverse effect on our operating results.

Because of the nature of our products, we face an inherent business risk of exposure to product liability claims arising from the claimed failure of our products to prevent the types of personal injury or death against which they are designed to protect. Plaintiffs may also advance other legal theories supporting claims that our products or actions resulted in harm to them. We maintain product liability insurance policies with a self-insured retention to attempt to manage this risk worldwide. But although we maintain product liability insurance coverage, there can be no absolute assurance that our coverage limits will be sufficient to cover any successful product liability claims made against us now or in the future. Furthermore, our insurance coverage does not include damages which may be assessed against us for willful and/or intentional injury, or for exemplary or punitive damages. Any claim or aggregation of claims substantially in excess of our insurance coverage, or any substantial claim not covered by insurance, could have a material adverse effect on our financial condition and results of operations. These claims also have a negative impact on the renewal our product liability insurance policy and the premiums.

2623

We may not be able to adequately finance the significant costs associated with the development of new protective equipment products.

The products in the protective equipment market can change dramatically with new technological advancements. We are currently conducting research and development on new products, which requires a substantial outlay of capital. To remain competitive, we must continue to incur significant costs in product development, equipment, facilities and invest in research and development of new products. These costs may increase, resulting in greater fixed costs and operating expenses. In addition to research and development costs, we could be required to expend substantial funds for and commit significant resources to the following: additional engineering and other technical personnel; advanced design, production and test equipment; manufacturing services that meet changing customer needs; technological changes in manufacturing processes; working capital and manufacturing capacity. Our future operating results will depend, to a significant extent, on our ability to continue to provide new and competitive products that compare favorably based on cost and performance with the design and manufacturing capabilities of competitive third-party technologies. We will need to sufficiently increase our net sales to offset these increased costs, the failure of which would negatively affect our operating results.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management on the company's internal controls over financial reporting in their annual reports, including Form 10-K. Under current law, we became subject to the requirements of SOX 404 beginning with our annual report for the fiscal year ended December 31, 2012 and since becoming a U.S. public company, we have evaluated our internal control systems in order to allow our management to meet these requirements, including for this annual report for the fiscal year ended December 31, ~~2024~~2025. We can provide no assurance that we will comply with all of the requirements imposed thereby in the coming years. In the event that we ever identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, investors and others may lose confidence in the reliability of our financial statements.

We are an "emerging growth company," and have availed ourselves of scaled public company reporting requirements and requirements for stockholder approval and advice applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions and requirements of stockholder advisory votes and approvals until we are no longer an emerging growth company.

We could be an "emerging growth company" for up to five years after the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act, which we expect will be pursuant to a Registration Statement on Form S-8 or on Form S-1. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1 billion or we issue more than $1 billion of non-convertible debt in any three-year period, we would cease to be an "emerging growth company" prior to the end of such five-year period. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choice we make to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

Unseasonable weather may disrupt our operations and may reduce consumer demand for our products.

Our products are primarily designed for outdoor use and unseasonable weather could lead to increased expenses and a reduction in our sales revenue. Unseasonable weather and prolonged, extreme temperatures, such as hurricanes, winter storms, earthquakes, floods, heat waves, and other natural disasters may affect consumer participation in outdoor sporting activities and adversely impact their demand for our products. In addition, severe weather could disrupt operation of our facilities and cause service outages, production delays and property damage that require us to incur additional expenses. Such weather conditions may also affect our ability to deliver our products to our customers or may require them to close certain stores temporarily, thereby reducing sales. As a result, unseasonable weather in any of our markets could negatively impact our net revenues.

Natural or man-made catastrophic events may disrupt our business and negatively impact our results of operation.

We are exposed to natural or man-made catastrophic events that may disrupt our business and may reduce consumer demand for our products. A disruption or failure of our systems or operations in the event of a natural disaster, health pandemic, such as the outbreak and global spread of COVID-19 or the coronavirus, or a man-made catastrophic event could cause delays in completing sales, continuing production, or performing other critical functions of our business, particularly if a catastrophic event occurred at our primary manufacturing locations or our distributor locations worldwide. Any of these events could severely affect our ability to conduct normal business operations and, as a result, our operating results could be adversely affected. There may also be secondary impacts that are unforeseeable, such as impacts on our consumers and on consumer purchasing behavior, which could cause delays in new orders, delays in completing sales or even order cancellations.

Due to strong consumer demand for outdoor product categories, we did not see any significant material negative impact of the COVID-19 pandemic on the Company's results of operations for the year ended December 31, ~~2024~~2025. We remain cautiously optimistic that ongoing efforts to increase the availability and use of COVID-19 vaccines and other precautions worldwide will neutralize any future impact of the virus and its mutations throughout Europe and the U.S. (our largest markets). The continued mutation and spread of deadly viruses, economic headwinds caused by global quarantines, or the occurrence of any other catastrophic events, could have a negative impact on our sales revenue for the coming periods and beyond.

RISKS RELATED TO OUR INDUSTRY

We may not be able to maintain or improve our competitive position because of strong competition in the personal protective equipment industry, and we expect this competition to continue to intensify.

We face competition from other global manufacturers and distributors who provide personal protective equipment to users of motorcycles, ATVs, snowmobiles, motor racing cars and other helmeted sports. Some of our international competitors are larger than we and possess greater name recognition, assets, personnel, sales and financial resources. These entities may be able to respond more quickly to changing market conditions by developing new products and services that meet customer requirements or are otherwise superior to our products and services and may be able to market their products more effectively than we can because they have significantly greater financial, technical and marketing resources than we do. They may also be able to devote greater resources than we can to the development, promotion and sale of their products. Increased competition could require us to reduce our prices, result in our receiving fewer customer orders, and result in our loss of market share. We cannot assure you that we will be able to distinguish ourselves in a competitive market. To the extent that we are unable to successfully compete against existing and future competitors, our business, operating results, and financial condition would be materially adversely affected.

If we are unable to develop competitive new products our future results of operations could be adversely affected.

Our future revenue stream depends to a large degree on our ability to utilize our technology in a way that will allow us to offer new types of safety products to a broader client base. We will be required to make investments in research and development to continue to develop new products, enhance our products and achieve market acceptance. We may incur problems in the future in innovating and introducing new and innovative products or, if developed, such products may not achieve significant customer acceptance. If we are unable to successfully define, develop and introduce competitive new products or improve on existing ones, our future results of operations would be adversely affected.

The value of our brand and sales of our products could be diminished if we, the individuals who use our products or the sport and activity categories in which our products are used, are associated with negative publicity.

Our success depends on the value of our brand. Our brand could be adversely affected if our public image or reputation were to be tarnished by negative publicity. Many athletes and other public individuals use our products and actions taken by such persons that harm the reputations of activities they participate in could also harm our brand image and result in a material decrease in our revenues and net income, which could have a negative effect on our financial condition and liquidity. In addition, negative publicity resulting from severe injuries or death occurring in the sports or activities in which our products are used and negatively impacts the popularity of such sport or activity, could have a subsequent negative effect on our net sales of products used in that sport or activity.

We may not be able to receive certain industry certifications and accreditation for our products.

We have obtained certification and approvals for certain of our products, including approval of our new knee brace as a Class 1 medical device by both the U.S. FDA and the U.K.'s Medicine and Healthcare Regulatory Products Agency (MHRA), and approval of our shoulder brace as a Class 1 medical device by the U.S. FDA. All our products are compliant with applicable European Union directives, or CE certified, where appropriate. All Leatt Personal Protective Equipment (PPE) products are CE Certified showing compliance with European Economic Community (EEC) directive 89/686/EEC that imposes mandatory accreditation of all Personal Protective Equipment products offered for sale in the EEC. This includes the Company's Leatt-Brace® and body protection products. We have also obtained certifications for our helmets depending on the market, for the U.S. market our motorcycle helmets comply with the DOT (FMVSS 218) helmet safety standard and our bicycle helmets comply with EN1078, as well as CPSC 1203. Our downhill specific bicycle helmets also comply with ASTM F1952. For our Australian Market our bicycle helmet complies with AS/NZS 2063. For the U.K. market substantially all of our motorcycle helmets comply with ACU Gold and our Moto 3.5 helmets comply with JIS T 8133 for the Japanese Market. For the Brazilian market our Moto 7.5, Moto 3.5, and Moto 2.5 helmets complies with NBR 7471. For the Chinese market the Moto 9.5, Moto 8.5, Moto 7.5, Moto 3.5 and Moto 2.5 have CCC approval. Both our Enduro 4.0 helmet and All-Mountain 4.0 helmet have acquired NTA8776 certification, which is new e-bike helmet certification. We also voluntarily submitted our GPX neck brace to be tested by the in-house engineers of BMW Motorrad (Germany) and to be reviewed by KTM (Austria).

We believe that such testing, while not mandatory, will provide validation for our product's performance, however, there is no guarantee that our products will receive DOT, EN1078, CCC, CPSC 1203, ASTM F1952, AS/NZS 2063, NTA8776, ECE 22.06, ACU Gold, CE Certification or meet BMW testing standards. Our failure to meet testing standards could cause reputational harm and have a negative effect on net sales of products.

Economic disruption caused by the COVID-19 pandemic has resulted in supply chain abnormalities that could have an adverse effect on our results of operations.

The global shipping and other supply chain disruption resulting from the COVID-19 pandemic has resulted in certain inflated stock levels industry wide and in abnormal customer ordering patterns. Our customers who changed their ordering patterns to ensure the availability of inventory during the global shipping and supply chain disruptions, are delaying new orders in order to digest stock levels. The impact of this abnormality on our customers is compounded by the global economic slowdown caused by the current geo-political instability, a high inflationary environment and resulting foreign exchange rate volatility. Elevated industry wide inventory levels coupled with these adverse economic conditions that may impact levels of consumer spending may result in slower inventory digestion patterns in the short term, which could have a negative impact on our results of operations for the coming periods and beyond.

RISKS RELATED TO DOING BUSINESS IN NON-US JURISDICTIONS

We face risks associated with doing business in non-US jurisdictions.

We have affiliates, and our products are manufactured in and distributed from facilities, located in foreign countries, including countries in Asia and South Africa. International operations are subject to certain risks inherent in doing business abroad, including: exposure to political, social and economic instability; expropriation and nationalization; withholding and other taxes on remittances and other payments by subsidiaries; difficulties in enforcement of contract and intellectual property rights; exposure to foreign current exchange rates, interests rates and inflation; investment restrictions or requirements; and export and import restrictions.

We are monitoring the outbreak of war in Iran and the potential for a prolonged, intensified, or widened conflict in the surrounding region, including volatility in energy prices. We also continue to monitor any adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the U.S. and several European leaders may have on the global economy in general and on our business operations and that of our suppliers and customers, in particular. For example, a prolonged ~~conflict~~conflicts may have unintended consequences such as increased inflation, fuel and transportation costs and an increase in bad debt expense from doubtful accounts receivable balances owed by affected customers. We will continue to monitor ~~this~~these fluid ~~situation~~situations and develop contingencies as necessary to address any disruptions to our business operations as they develop.

We are highly dependent on our foreign affiliates for their production capabilities and increasing our foreign operations and business relationships are important elements of our strategy. As a result, our exposure to the risks described above may be greater in the future. The likelihood of such occurrences and their potential impact on us varies from country to country and are unpredictable.

Our operations and assets in China are subject to significant political and economic uncertainties.

Changes in PRC laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

We may have limited legal recourse under PRC law if disputes arise under our outsourcing manufacturing arrangements with third parties.

The Chinese government has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If our outsourcing manufacturing arrangements are unsuccessful or other adverse circumstances arise from these arrangements, we face the risk that our third-party manufacturers may dishonor our purchase orders or unwritten arrangements. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC law, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition, and results of operations.

3026

Our potential inability to adequately protect our intellectual property during the outsource manufacturing of our products in China could negatively impact our performance.

Our products are manufactured predominantly in China through third-party outsource manufacturing arrangements. We rely on our third-party manufacturers to implement customary manufacturer safeguards onsite, such as the use of confidentiality agreements with employees, to protect our proprietary information and technologies during the manufacturing process, however, these safeguards may not effectively prevent unauthorized use of such information and technical knowhow or prevent such manufacturers from retaining them. The legal regime governing intellectual property rights in China is relatively weak and it is often difficult to create and enforce intellectual property rights or protect trade secrets there. We face risks that our proprietary information may not be afforded the same protection in China as it is in countries with well-developed intellectual property laws, and local laws may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights in China, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations and agreements with third parties worldwide and such activities create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents, or distributors of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents, or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition. In addition, the U.S. government may seek to hold our Company liable for successor liability in connection with FCPA violations committed by companies in which we invest or that we acquire.

Your ability to bring an action against us, and those of our officers and directors who are based in South Africa, or to enforce a judgment against us or recover assets in our possession may be difficult since any such action or recovery of assets would be an international matter, involving South African laws and geographic and temporal disparities.

We conduct substantial operations in South Africa through our foreign registered branch and a substantial portion of our assets are located outside of the United States. In addition, all but two of our management personnel reside in South Africa. As a result, it may be difficult or impossible for you to bring an action against us or these individuals in the United States in the event that you believe that your rights have been violated under applicable law or otherwise. Even if an action of this type is successfully brought, the laws of the United States and of South Africa may render a judgment unenforceable.

RISKS RELATING TO OUR COMMON STOCK

We cannot assure you that our common stock will be listed on a national securities exchange.

Our common stock is quoted on the QB tier of the over-the-counter electronic bulletin board maintained by the OTC Markets Group Inc. (OTC), which is not a national securities exchange. We plan to list our common stock on a national exchange as soon as practicable, however, we cannot assure you that we will be able to meet the initial listing standards of any national exchange, or that we will be able to maintain any such listing. Until our common stock is listed on a national exchange, we expect that it would be eligible to continue being quoted in the OTC, where trading of our common stock may be sporadic and a more active market for our common stock may not develop.

Our holding company structure may limit the payment of dividends.

We have no direct business operations, other than our ownership of our subsidiaries. ~~While~~Should we ~~have~~decide noto ~~immediate~~pay ~~intention of paying~~ dividends, ~~should we decide~~ in the future ~~to do so~~, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. If we determine that we will pay dividends to the holders of our common stock, we cannot assure that such dividends will be paid on a timely basis. As a result, you will not receive any return on your investment prior to selling your shares in our company and, for the other reasons discussed in this "Risk Factors" section, you may not receive any return on your investment even when you sell your shares in our company and your shares may become worthless. If future dividends are paid in ZAR, fluctuations in the exchange rate for the conversion of ZAR into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.

The Company's officers, directors and affiliates collectively have the power to make all major decisions regarding the Company without the need to get consent from any stockholder or other person. This discretion could lead to decisions that are not necessarily in the best interests of minority shareholders.

Our Company's officers, directors and affiliates collectively own 48.14% of our common stock (including our preferred stock which converts on a one-for-one basis to common stock but vote on a one-for-one hundred basis to common stock). Our officers and directors, therefore, has the power to make all major decisions regarding our affairs, including decisions regarding whether or not to issue stock and for what consideration, whether or not to sell all or substantially all of our assets and for what consideration and whether or not to authorize more stock for issuance or otherwise amend our charter or bylaws. Our officers and directors are in a position to elect all of our directors and to dictate all of our policies.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy.

We rely on information technology and data to operate our business and develop, market, and deliver our products to our customers. We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to critical computer networks, third party hosted services, communications systems, hardware, software, and our critical data includes confidential, personal, proprietary, and sensitive data, collectively our "Information Assets". Accordingly, we maintain certain risk assessment processes intended to identify cybersecurity threats, determine their likelihood of occurring, and assess potential material impact to our business. Based on our assessment, we implement and maintain risk management processes designed to protect the confidentiality, integrity, and availability of our Information Assets and mitigate harm to our business.

The Company's general risk management program is designed to manage identified material risks, which would include material cybersecurity risks. We engage in processes designed to identify such threats by, among other things, monitoring the threat environment using manual and automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and actors, conducting scans of the threat environment, evaluating our and our industry's risk profile, evaluating threats reported to us, coordinating with law enforcement concerning threats, conducting threat assessments for internal and external threats, and conducting vulnerability assessments to identify vulnerabilities. We rely on a multidisciplinary team (including from our information security function, management, and third-party service providers, as described further below) to assess how identified cybersecurity threats could impact our business. These assessments may leverage, among other processes, industry tools and metrics designed to assist in the assessment of risks from such cybersecurity threats.

Depending on the environment, we implement and maintain various technical, physical and organizational measures designed to manage and mitigate material risks from cybersecurity threats to our Information Assets. The cybersecurity risk management and mitigation measures we implement for certain of our Information Assets include: policies and procedures designed to address cybersecurity threats, including an incident response plan, vulnerability management policy, and disaster recovery/business continuity plans; incident detection and response tools; internal and/or external audits to assess our exposure to cybersecurity threats, environment, compliance with risk mitigation procedures, and effectiveness of relevant controls; documented risk assessments; implementation of security standards/certifications; encryption of data; network security controls; threat modeling; data segregation; physical and electronic access controls; physical security; asset management, tracking and disposal; systems monitoring; vendor risk management program; employee security training; penetration testing; cyber insurance.

We work with third parties from time to time to identify, assess, and manage cybersecurity risks, including professional services firms, threat intelligence service providers, cybersecurity consultants, cybersecurity software providers, managed cybersecurity service providers, and penetration testing. To operate our business, we utilize certain third-party service providers to perform a variety of functions, such as outsourced business critical functions, clinical research, professional services, SaaS platforms, managed services, IT asset management, cloud-based infrastructure, data center facilities, content delivery, encryption and authentication technology, corporate productivity services, and other functions.

We have certain vendor management processes designed to help to manage cybersecurity risks associated with our use of certain of these providers. Depending on the nature of the services provided, the sensitivity and quantity of information processed, and the identity of the service provider, our vendor management process may include reviewing the cybersecurity practices of such provider, contractually imposing obligations on the provider related to the services they provide and/or the information they process, conducting security assessments, conducting on-site inspections, requiring their completion of written questionnaires regarding their services and data handling practices, and conducting annual re-assessments during their engagement.

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and we do not believe that such risks are reasonably likely to have such an effect over the long term. However, due to evolving cybersecurity threats, we may not be able to protect all information systems. Additional information on cybersecurity risks we face is discussed in Item 1A of Part I, "Risk Factors," which should be read in conjunction with the foregoing information.

Governance.

Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including a dedicated information technology manager, who reports to the CEO. Management is also responsible for hiring appropriate personnel, integrating cybersecurity considerations into the company's overall risk management strategy, and for communicating key priorities to employees, as well as for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response and vulnerability management processes involve management, who participates in our disclosure controls and procedures.

Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents and vulnerabilities to members of management depending on the circumstances, including work with the company's incident response team to help the company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the company's incident response processes include reporting to the Board of Directors for certain cybersecurity incidents.

Management is involved with the Company's efforts to prevent, detect, and mitigate cybersecurity incidents by overseeing preparation of cybersecurity policies and procedures, testing of incident response plans, engagement of vendors to conduct penetration tests. Management participates in cybersecurity incident response efforts by being a member of the incident response team and helping direct the company's response to cybersecurity incidents. The Board of Directors is responsible for overseeing the company's cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

ITEM 2. PROPERTIES.

Our corporate headquarters are located in a 948 square meter space located at 12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road, Durbanville, Western Cape, South Africa, 7550. Approximately 20% of the space is used by our finance, legal and operations teams, 1045% is used ~~for warehousing and South African distribution 35% is used~~ by marketing and the remaining 35% is used by Leatt Lab and our research and development team. We purchased this property during 2023.

We lease extra warehouse space to store inventory located at Unit 2, Stand no. 37, Sycamore Crescent, Atlas Gardens, Durbanville, Western Cape, South Africa, 7550. We occupy these premises pursuant to a lease agreement, dated May 25, 2023, between Leatt SA and FC Rust Theron Inc, and was scheduled to expire on February 28, 2025. On February 18, 2025, we renewed the original lease agreement, effective March 1, 2025, and it is now scheduled to expire on July 31, 2025. The lease agreement requires us to pay a monthly rent of ZAR16,864 or $900 for the first four months, and ZAR 18,298 or $977 for the following month.

We entered into a lease agreement for office space and warehouse space to store inventory located at Unit 9, 36 Sycamore Crescent, Atlas Gardens, Durbanville, Western Cape, South Africa, 7550. We occupy these premises pursuant to a lease agreement, dated February 24, 2022, between Leatt SA and Montprop Beleggings (Pty) Ltd, which as amended, is scheduled to expire on February 28, 2027. The renewed lease agreement requires us to pay a monthly rent of ZAR 34,478 or $1,840 for the twelve months, and ZAR 36,892 or $1,969 for the following twelve months. The rent payable excludes VAT, water, electricity, and other associated costs.

We entered into a lease agreement on February 20, 2025, to lease office and warehouse space at Unit 8, Sycamore Park, 36 Sycamore Crescent, Atlas Gardens, Durbanville, Western Cape, South Africa, 7550 for 20 months from July 1, 2025, to February 28, 2027. The first eight months the Company shall pay ZAR 33,260 or $1,775, ~~for the first eight months~~ and then ZAR 35,588 or $1,899, per month for the remainder of the lease term. The rent payable excludes VAT, water, electricity, and other associated costs.

Our newly redomiciled Nevada subsidiary, Two Eleven, entered into a Lease Agreement, dated December 14, 2020, with CP Logistics NVCC IV, LLC, to lease warehouse and office space comprising approximately 43,056 square foot in Reno, Nevada. The lease commenced upon the date of substantial completion of the landlord's work, as defined in the Lease Agreement, August 2, 2021, and the term will continue for a period of sixty-six (66) months from such commencement date, subject to renewal, at Two Eleven's option, for an additional five (5) year term. The rent payable from the 3^rd month following the commencement date through to the 14^th month will be $21,959 and thereafter the rent payable will escalate in subsequent months in accordance with the terms of the Lease Agreement, up to a monthly payment of $25,455 in the 63^rd through 66^th month. The rent payable will exclude other associated costs, such as real estate taxes, association dues, insurance, and other fees.

We also lease extra warehouse space from time to time to store inventory. These agreements are on a month-to-month basis and vary during the year.

We believe that all premises used by the Company and its subsidiaries are in good condition, and that the property located there are adequately insured.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or operating results.

On February 26, 2025, a lawsuit was filed against the Company and other defendant in the Supreme Court of the State of New York, County of Queens, for alleged violation of the American Disabilities Act of 1990, in connection with the accessibility of the Company's website to visually impaired and/or legally blind individuals who may wish to purchase products thereon. ~~The~~This ~~litigation~~matter ishas atbeen ~~an early stage and the Company is in the process of investigating the claim~~settled.
On July 31, 2025, a lawsuit was filed against the Company with the Court of the Commissioner of Patents in South Africa, for alleged patent infringement. The litigation is in the initial stage, and no hearing date has yet been set. The Company believes that the lawsuit is without merit and intends to defend itself.

ITEM 4. MINING SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is quoted on the QB tier of the over-the-counter electronic bulletin board maintained by the OTC Markets Group Inc. under the symbol LEAT. The CUSIP number for our common stock is 522132 10 9.

The following table sets forth, for the periods indicated, the high and low closing prices of our common stock as reported by Yahoo Finance at https://finance.yahoo.com for the periods indicated. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	Closing Prices
	High	Low
Year Ended December 31, 2026
1st Quarter (January 1, 2026 to March 10, 2026)	$9.81	$8.69
Year Ended December 31, 2025
1st Quarter (January 1, 2025 to March 19, 2025)	$7.60	$7.00
1st Quarter	$7.60	$6.70
Year Ended December 31, 2024
2nd Quarter	$9.00	$5.50
3rd Quarter	$13.50	$8.80
4th Quarter	$12.50	$9.30
Year ended December 31, 2024
1st Quarter	$9.90	$7.60
2nd Quarter	$9.15	$5.75
3rd Quarter	$9.49	$6.12
4th Quarter	$8.89	$6.92
Year Ended December 31, 2023
1st Quarter	$19.25	$10.85
2nd Quarter	$12.55	$10.95
3rd Quarter	$14.57	$11.05
4th Quarter	$ 11.99	$ 9.11

3530

Holders

As of March 510, ~~2025~~2026, there were approximately ~~177~~155 stockholders of record of our common stock. The number of record holders does not include persons who held our common stock in nominee or "street name" accounts through brokers.

Dividend Policy

We have never declared dividends or paid cash dividends. Our board of directors will make any future decisions regarding dividends. We currently intend to retain a significant majority of current and future earnings for the development and expansion of our business.

Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

Our officers and directors are eligible for equity awards in the form of stock options and restricted stock under the Leatt Corporation Amended and Restated 2011 Equity Incentive Plan (the "2011 Plan"), pursuant to which the Company is authorized to issue and sell up to 1,520,000 shares of common stock of the Company, par value $0.001 per share. Equity awards under the 2011 Plan are granted at the discretion of the Board. The size of an award to any individual, including named executive officers, depends in part on individual performance, company performance, and any other indicators of the impact that such employee's productivity may have on stockholder value over time. Other factors include salary level and competitive data. In addition, in determining the awards granted to each named executive officer, or other individual, the Board considers the future benefits potentially available to the named executive officers or individuals from existing awards. We have no program, plan or practice of granting equity awards that coincide with the release by the Company of material non-public information.

The following table includes the information as of December 31, ~~2024~~2025, for each category of our equity compensation plan.

Plan category	Number of securitiesto be issued upon exercise ofoutstanding options, warrantsand rights(a)	Weighted-average exerciseprice of outstanding options,warrants and rights(b)	Number of securities remainingavailable for future issuance underequity compensation plans (excludingsecurities reflected in column (a))(c)
Equity compensation plans approved by security holders	052,000	$1.0060	~~177~~173,~~300~~599
	52,000	$2.60
	52,000	$1.60
	87,000	$2.30
Equity compensation plans not approved by security holders	0--	--	0
Total	~~191~~139,000	--	~~177~~173,~~300~~599

Recent Sales of Unregistered Securities

We have not sold any equity securities during ~~2024~~2025 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the period.

Purchases of Equity Securities

NoOn ~~repurchases~~August 12, 2025, the Company announced that the Company's board of ~~our~~directors formally ratified and approved a share purchase plan. The board of directors also directed management to implement a Rule 10b5-1 trading plan (the "10b5-1 Plan") to facilitate share purchases through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The 10b5-1 Plan provided for an aggregate purchase of currently outstanding common stock up to $750,000 commencing August 19, 2025, through December 31, 2025. Payment for shares repurchased under the share purchase plan were ~~made~~funded ~~during~~using the ~~fourth~~Company's ~~quarter~~cash on hand and cash flow from operations. As of ~~2024~~December 31, 2025, 21,300 shares were purchased at a cost of $255,058. All purchased shares will be retired at the end of the 10b5-1 Plan and are reflected as a reduction of common stock for the par value of the shares, with the excess applied as a reduction to retained earnings.

Issuer Purchases of Equity Securities
Period	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)	(c) Total number of shares (or units) purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
August 19, 2025, to August 28, 2025.	4,724	$12.91	4,724	$ 689,000.58
September 1, 2025, to September 30, 2025.	5,934	$12.75	5,934	$ 613,313.01
October 1, 2025, to October 31, 2025	7,728	$11.56	7,728	$ 523,948.01
November 1, 2025, to November 30, 2025	2,378	$10.06	2,378	$ 500,036.51
December 1, 2025, to December 31, 2025	536	$9.50	536	$ 494,942.18
Total	21,300	--	21,300

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management's discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-looking information. See "Special Note Regarding Forward Looking Statements" above Part I, for certain information concerning those forward-looking statements. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

Overview of our Business

We were incorporated in the State of Nevada on March 11, 2005, under the name Treadzone, Inc. We were a shell company with little or no operations until March 1, 2006, when we acquired the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company controlled by the Company's Chairman and founder, Dr. Christopher Leatt. On May 25, 2005, we changed our name to Leatt Corporation in connection with our anticipated acquisition of the Leatt-Brace® rights. Leatt designs, develops, markets and distributes personal protective equipment for participants in all forms of motor sports and leisure activities, including riders of motorcycles, bicycles, snowmobiles and ATVs. The Company sells its products to customers worldwide through a global network of distributors and retailers. Leatt also acts as the original equipment manufacturer for personal protective equipment sold by other international brands.

The Company's flagship products are based on the Leatt-Brace® system, a patented injection molded neck protection system owned by Xceed Holdings, designed to prevent potentially devastating injuries to the cervical spine and neck. The Company has the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Xceed Holdings, a company owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. The Company also has the right to use apparatus embodying, employing and containing the Leatt-Brace® technology and has designed, developed, marketed and distributed other personal protective equipment using this technology, as well as its own developed technology, including the Company's body protection products, and helmets which it markets under the Leatt® brand.

37Our products are predominately manufactured in China in accordance with our manufacturing specifications, pursuant to outsourced manufacturing arrangements with third-party manufacturers located there, based on agreed terms. We continue to build manufacturing capacity outside China, namely, in Thailand, Cambodia, and Bangladesh. The Company utilizes outside consultants and its own employees to ensure the quality of its products through regular on-site product inspections. Products sold to our international customers are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents.

Our products are predominately manufactured in China in accordance with our manufacturing specifications, pursuant to outsourced manufacturing arrangements with third-party manufacturers located there, based on agreed terms. We continue to build manufacturing capacity outside China, namely, in Thailand and Bangladesh. The Company utilizes outside consultants and its own employees to ensure the quality of its products through regular on-site product inspections. Products sold to our international customers are usually shipped directly from our consolidation warehouse or manufacturers' warehouses to customers or their import agents.

Principal Factors Affecting Our Financial Performance

We believe that the following factors will continue to affect our financial performance:

• Global Economic Fragility - The ongoing turmoil in the global economy, especially in the U.S., Asia and Europe, may have an impact on our business and our financial condition if economic conditions do not improve. We sell our products through a global network of distributors and dealers who may have difficulty clearing elevated multi-brand stock, previously ordered in response to industry wide supply chain challenges, which in turn could slow new orders and affect our financial performance. If our customers were to experience prolonged slow growth or recession as a result of these conditions or otherwise, we could see a drop-in demand for our products and potentially difficulty in collecting accounts receivables.

Trade Restrictions - We engage in international manufacturing and sales which exposes us to trade restrictions and disruptions that could harm our business and competitive position. Most of our products are manufactured in China, and the U.S. administration has announced tariffs on certain products imported into the United States with China as the country of origin. While these tariffs have not had a significant impact on the shipment of our products to international markets as at December 31, 2024, we believe that the future imposition of, or significant increases in, the level of tariffs, custom duties, export quotas and other barriers and restrictions by the U.S. on China or other countries could disrupt our supply chain, increase the cost of our raw materials and therefore our pricing, and impose the burdens of compliance with foreign trade laws, any of which could potentially affect our bottom line and sales. While we are in continuous discussions with our manufacturers to ensure there are contingencies in place, we cannot assure you that we will not be adversely affected by changes in the trade laws of foreign jurisdictions where we sell and seek to sell our products.33

~~Fuel~~• Trade ~~Prices~~Restrictions - ~~Significant~~We ~~fluctuations~~engage in ~~fuel~~international ~~prices~~manufacturing ~~could~~and ~~have~~sales ~~both~~which aexposes ~~positive~~us to trade restrictions and ~~negative~~disruptions ~~effect~~that oncould harm our business and ~~operations~~competitive position. AMost ~~significant portion~~ of our ~~revenue~~products isare ~~derived~~manufactured ~~from~~in ~~international~~China, ~~sales~~ and ~~significant~~the ~~fluctuations~~U.S. inadministration ~~world~~has ~~fuel~~announced ~~prices~~tariffs ~~could~~on ~~significantly~~certain ~~increase~~products imported into the ~~price~~United ofStates ~~shipping~~with orChina ~~transporting~~as ~~our~~the ~~products~~country ~~which~~of weorigin. ~~may~~While these tariffs have not behad ~~able~~a tosignificant ~~pass~~impact on tothe shipment of our ~~customers.~~products Onto international markets as at December 31, 2025, we believe that the ~~other~~future ~~hand~~imposition of, ~~fluctuations~~or significant increases in, ~~fuel~~the ~~prices~~level ~~lead~~of totariffs, ~~higher~~custom ~~commuter~~duties, ~~costs~~export ~~which~~quotas ~~may~~and ~~encourage~~other barriers and restrictions by the ~~increased~~U.S. ~~use~~on China or other countries could disrupt our supply chain, increase the cost of ~~motorcycles~~our raw materials and ~~bicycles~~therefore asour ~~alternative~~pricing, ~~modes~~and impose the burdens of ~~transportation~~compliance with foreign trade laws, any of which could potentially affect our bottom line and ~~lead~~sales. While we are in continuous discussions with our manufacturers to anensure ~~increase~~there are contingencies in place, we cannot assure you that we will not be adversely affected by changes in the ~~market~~trade ~~for~~laws ~~our~~of ~~protection~~foreign jurisdictions where we sell and seek to sell our products.

38• Fuel Prices - Significant fluctuations in fuel prices could have both a positive and negative effect on our business and operations. A significant portion of our revenue is derived from international sales and significant fluctuations in world fuel prices could significantly increase the price of shipping or transporting our products which we may not be able to pass on to our customers. On the other hand, fluctuations in fuel prices lead to higher commuter costs which may encourage the increased use of motorcycles and bicycles as alternative modes of transportation and lead to an increase in the market for our protection products.

• Product Liability Litigation - We face an inherent business risk of exposure to product liability claims arising from the claimed failure of our products to help prevent the types of personal injury or death against which they are designed to help protect. Therefore, we have acquired very costly product liability insurance worldwide. We have not experienced any material uninsured losses due to product liability claims, but it is possible that we could experience material losses in the future. After a two-week trial in the United States District Court for the Northern District of Ohio (Eastern) ending on April 17, 2014, a federal jury returned a defense verdict for the Company in the first Leatt-Brace® product liability lawsuit to be tried in the United States. The plaintiffs in that case had alleged that defective product design and failure to warn had caused a motocross rider to suffer multiple mid-thoracic spine fractures, causing immediate and permanent paraplegia, when he crashed at a relatively low speed on February 13, 2011. When the accident occurred, he was wearing a helmet and other safety gear from several different companies, including the Company's acclaimed Leatt-Brace®. The Company produced evidence at trial showing that his thoracic paraplegia was an unavoidable consequence of his fall, not the result of wearing a Leatt-Brace®, and that the neck brace likely saved his life (or saved him from quadriplegia) by preventing cervical spine injury. The Company had maintained from the onset that this and a small handful of other lawsuits are without merit and that it would vigorously defend itself in each case. In this case, the plaintiffs subsequently appealed the court's decision, and the parties reached an amicable settlement. Although we carry product liability insurance, a successful claim brought against us could significantly harm our business and financial condition and have an adverse impact on our ability to renew our product liability insurance or secure new coverage.

• Protection of Intellectual Property - We believe that the continued success of our business is dependent on our intellectual property portfolio consisting of globally registered trademarks, design patents and utility patents related to the Leatt-Brace®. We believe that a loss of these rights would harm or cause a material disruption to our business and, our corporate strategy is to aggressively take legal action against any violators of our intellectual property rights, regardless of where they may be. From time to time, we have had to enforce our intellectual property rights through litigation, and we may be required to do so in the future. Such litigation may result in substantial costs and could divert resources and management attention from the operations of our business.

• Fluctuations in Foreign Currencies - We are exposed to foreign exchange risk as our revenues and consolidated results of operations may be affected by fluctuations in foreign currency as we translate these currencies into U.S. dollars when we consolidate our financial results. While our reporting currency is the U.S. Dollar, a portion of our consolidated revenues are denominated in South African Rand, or ZAR, certain of our assets are denominated in ZAR, and our research and marketing operations in South Africa utilize South African labor sources. A decrease in the value of the U.S. dollar in relation to the ZAR could increase our cost of doing business in South Africa. If the ZAR depreciates against the U.S. Dollar, the value of our ZAR revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. Furthermore, since 6977% of our sales are derived outside the U.S., where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates such as the strengthening of the dollar versus our customers' local currency can adversely affect our ability to remain competitive in those areas.

• Natural or Man-made Catastrophic Events - We are exposed to natural or man-made catastrophic events that may disrupt our business and may reduce consumer demand for our products. A disruption or failure of our systems or operations in the event of a natural disaster, health pandemic, such as the outbreak and global spread of COVID-19 or the coronavirus, or a man-made catastrophic event could cause delays in completing sales, continuing production, or performing other critical functions of our business, particularly if a catastrophic event occurred at our primary manufacturing locations or our distributor locations worldwide. Any of these events could severely affect our ability to conduct normal business operations and, as a result, our operating results could be adversely affected. There may also be secondary impacts that are unforeseeable, such as impacts on our consumers and on consumer purchasing behavior, which could cause delays in new orders, delays in completing sales or even order cancellations. The continued mutation and spread of deadly viruses, economic headwinds caused by global quarantines, or the occurrence of any other catastrophic events, could have a negative impact on our sales revenue for the coming periods and beyond.

3934

• Impact of Global Conflict - We are exposed to global conflict, such as the ones in Ukraine and the Middle East, that may disrupt our business and reduce consumer demand for our products. A disruption of global shipping routes, the imposition of government sanctions, or other activities resulting from such conflicts could directly affect consumer demand for our products, cause delays in completing sales, shipping of our products, continuing production or performing other critical functions of our business, particularly if a conflict occurs at our primary manufacturing locations or our distributor locations worldwide. Furthermore, prolonged conflict may have unintended global consequences such as increased inflation, and volatility in fuel and transportation costs. While we have conducted due diligence on our customers in Russia to ensure that they do not fall into any sanctioned categories, we have seen a delay in the receipt of receivables in our bank account from the distributors of our products in Russia caused by enhanced screening of Russian funds in compliance with global sanctions against Russia for the war in Ukraine. The prolonging, intensification or expansion of these conflicts into surrounding regions could have an adverse impact on our consumers and on consumer purchasing behavior, and result in delays of new orders and completing sales, order cancellations, or payment and shipping delays. We will continue to monitor these fluid situations and any adverse impact that they may have on the global economy in general and on our business operations and especially that of our customers, and we will develop contingencies as necessary to address any disruptions to our business operations as they arise.

While we have conducted due diligence on our customers in Russia to ensure that they do not fall into any sanctioned categories, we have seen a delay in the receipt of receivables in our bank account from the distributors of our products in Russia caused by enhanced screening of Russian funds in compliance with global sanctions against Russia for the war in Ukraine. The prolonging or expansion of that conflict could have an adverse impact on our consumers and on consumer purchasing behavior, and result in delays of new orders and completing sales, order cancellations, or payment and shipping delays. We will continue to monitor this fluid situation and any adverse impact that it may have on the global economy in general and on our business operations and especially that of our customers, and we will develop contingencies as necessary to address any disruptions to our business operations as they arise.35

Results of Operations

Year ended December 31, ~~2024~~2025, compared to the year ended December 31, ~~2023~~2024

The following table summarizes the results of our operations during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and provides information regarding the dollar and percentage of year-over-year increase or (decrease):

		Fiscal Year Ended December 31,							Percentage
		2025			2024			Increase	Increase
Item								(Decrease)	(Decrease)

REVENUES	$	61,907,914		$	44,027,942		$	17,879,972	41%
COST OF REVENUES		34,685,970			26,314,945		$	8,371,025	32%
GROSS PROFIT		27,221,944			17,712,997		$	9,508,947	54%
PRODUCT ROYALTY INCOME		381,757			326,614		$	55,143	17%
OPERATING EXPENSES
Salaries and Wages		7,917,387			7,140,550		$	776,837	11%
Commissions and Consulting		764,602			535,584		$	229,018	43%
Professional Fees		853,065			627,659		$	225,406	36%
Advertising and Marketing		4,563,919			4,454,906		$	109,013	2%
Office Lease and Expenses		923,839			702,785		$	221,054	31%
Research and Development Costs		2,704,071			2,523,881		$	180,190	7%
Bad Debt Recovery		(65,923	)		(76,278	)	$	10,355	14%
General and Administrative		4,372,333			3,879,553		$	492,780	13%
Depreciation		1,327,190			1,229,847		$	97,343	8%
Impairment		234,224			-		$	234,224	100%
Total Operating Expenses		23,594,707			21,018,487		$	2,576,220	12%
INCOME (LOSS) FROM OPERATIONS		4,008,994			(2,978,876	)	$	6,987,870	235%
Other Income		397,000			275,413		$	121,587	44%
INCOME (LOSS) BEOFRE INCOME TAXES		4,405,994			(2,703,463	)	$	7,109,457	263%
Provision for (benefit from) Income taxes		1,142,072			(498,799	)	$	1,640,871	329%
NET INCOME (LOSS)	$	3,263,922		$	(2,204,664	)	$	5,468,586	248%

		Fiscal Year Ended December 31,								Percentage
		2024			2023			Increase		Increase
Item								(Decrease)		(Decrease)
REVENUES	$	44,027,942		$	47,241,187		$	(3,213,245	)	-7%
COST OF REVENUES		26,314,945			27,435,115		$	(1,120,170	)	-4%
GROSS PROFIT		17,712,997			19,806,072		$	(2,093,075	)	-11%
PRODUCT ROYALTY INCOME		326,614			93,696		$	232,918		249%
OPERATING EXPENSES
Salaries and Wages		7,140,550			5,443,685		$	1,696,865		31%
Commissions and Consulting		535,584			434,657		$	100,927		23%
Professional Fees		627,659			748,608		$	(120,949	)	-16%
Advertising and Marketing		4,454,906			4,127,798		$	327,108		8%
Office Lease and Expenses		702,785			596,862		$	105,923		18%
Research and Development Costs		2,523,881			2,526,550		$	(2,669	)	0%
Bad Debt Recovery		(76,278	)		(10,288	)	$	(65,990	)	-641%
General and Administrative		3,879,553			3,438,746		$	440,807		13%
Depreciation		1,229,847			1,174,664		$	55,183		5%
Total Operating Expenses		21,018,487			18,481,282		$	2,537,205		14%
INCOME (LOSS) FROM OPERATIONS		(2,978,876	)		1,418,486		$	(4,397,362	)	-310%
Other Income (Expenses)		275,413			(39,138	)	$	314,551		804%
INCOME (LOSS) BEOFRE INCOME TAXES		(2,703,463	)		1,379,348		$	(4,082,811	)	-296%
Income Taxes		(498,799	)		576,189		$	(1,074,988	)	-187%
NET INCOME (LOSS)	$	(2,204,664	)	$	803,159		$	(3,007,823	)	-374%

Revenues - We earn revenues from the sale of our protective gear comprising of neck braces, body armor, helmets and other products, parts and accessories both in the United States and abroad. Revenues for the year ended December 31, 2025 were $61.91 million, a 41% increase, compared to revenues of $44.03 million, for the year ended December 31, 2024. This increase in worldwide revenues is attributable to a $6.52 million increase in body armor sales, a $4.92 million increase in helmet sales, a $5.99 million increase in other products, parts and accessories sales and a $0.45 million increase in neck brace sales. Revenues associated with international customers for the years ended December 31, 2025 and 2024, respectively, were $44.64 million and $30.41 million, or 72% and 69% of global revenues. Consumer direct sales increased by 44% and dealer direct sales increased by 22% for the year ended December 31, 2025, with sales to our global distributors increasing by 48%, when compared to the prior year period, as consumer demand for our products continued to build and sales momentum at the dealer level domestically improved.

~~Revenues~~The -following Wetable ~~earn~~sets ~~revenues~~forth ~~from the sale of~~ our protective gear comprising of neck braces, body armor, helmets and other products, parts and accessories both in the United States and abroad. Revenues for the year ended December 31, 2024 were $44.03 million, a 7% decrease, compared to revenues ofby ~~$47.24~~product ~~million,~~line for the year ended December 31, 2023. This decrease in worldwide revenues is attributable to a $2.73 million decrease in helmet sales, a $0.31 million decrease in neck brace sales, a $0.12 million decrease in body armor sales and a $0.06 million decrease in other products, part and accessory sales. Revenues associated with international customers for the years ended December 31, ~~2024~~2025 and 2023, respectively were $30.41 million and $33.27 million, or 69% and 70% of global revenues. Although, consumer direct sales increased by 15% and dealer direct sales increased by 0.3% for the year ended December 31, 2024, sales to our global distributors decreased by 12% when compared to the year ended December 31, 2023 as our distributor orders reflected conservative patterns in the context of industry-wide inventory dynamics.:

The following table sets forth our revenues by product line for the years ended December 31, 2024 and 2023:

		Year Ended December 31,
		2025	% of Revenues		2024	% of Revenues
Neck braces	$	2,888,172	5%	$	2,440,697	6%
Body armor		28,980,708	47%		22,456,134	51%
Helmets		13,305,892	21%		8,389,186	19%
Other products, parts and accessories		16,733,142	27%		10,741,925	24%
	$	61,907,914	100%	$	44,027,942	100%

		Year Ended December 31,
		2024	% of Revenues		2023	% of Revenues
Neck braces	$	2,440,697	6%	$	2,748,533	6%
Body armor		22,456,134	51%		22,576,722	48%
Helmets		8,389,186	19%		11,117,109	23%
Other products, parts and accessories		10,741,925	24%		10,798,823	23%
	$	44,027,942	100%	$	47,241,187	100%

Sales of our flagship neck brace accounted for $2.4489 million and $2.7544 million, or 65% and 6% of our revenues for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The 1118% ~~decrease~~increase in neck brace revenues is primarily attributable to a 1135% ~~decrease~~increase in the volume of neck braces sold during the ~~2024~~2025 period.

41Our body armor products are comprised of chest protectors, full upper body protectors, upper body protection vests, back protectors, knee braces, knee and elbow guards, off-road motorcycle boots and mountain biking shoes. Body armor revenues accounted for $28.98 million and $22.46 million, or 47% and 51% of our revenues for the years ended December 31, 2025 and 2024, respectively. The 29% increase in body armor revenues was primarily the result of a 22% increase in revenue generated from the sale of upper body and limb protection and a 40% increase in the volume of footwear, comprising of motorcycle boots and mountain biking shoes, sold during the 2025 period.

Our ~~body~~helmets armor products are comprised of chest protectors, full upper body protectors, upper body protection vests, back protectors, knee braces, knee and elbow guards, off-road motorcycle boots and mountain biking shoes. Body armor revenues accounted for $2213.4631 million and $228.5839 million, or 5121% and 4819% of our revenues for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~Although~~The ~~revenues generated on the sale of upper body and limb protection increased by 14~~59% ~~during~~increase ~~the 2024 period, the 1% decrease~~ in ~~body~~helmet ~~armor~~ revenues ~~was~~is primarily ~~the~~due ~~result~~to of a 3633% ~~decrease~~increase in ~~revenues generated from~~ the ~~sale~~volume of ~~footwear~~MOTO, ~~comprising~~MTB, ofand ~~motorcycle~~ADV ~~boots~~helmets ~~and~~sold ~~mountain~~to ~~biking~~our ~~shoes,~~global ~~sold~~customers during the ~~2024~~2025 period. ~~Footwear has been a particularly constrained category due to post-Covid stocking dynamics on an industry-wide basis.~~

Our ~~helmets~~other products, parts and accessories are comprised of goggles, hydrations bags and apparel items including jerseys, pants, shorts and jackets, sunglasses, bicycle components and aftermarket product support items. Other products, parts and accessories sales accounted for $816.3973 million and $1110.1274 million, or 1927% and 2324% of our revenues for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~Although~~The ~~strong~~56% ~~shipments~~increase ofin ~~our~~revenues ~~ADV~~of ~~helmet,~~other ~~designed for adventure motorcycle riding continued~~products, ~~the~~parts ~~25%~~and ~~decrease~~accessories ~~in helmet revenues~~ is primarily due to a 3754% ~~decrease~~increase in the sales volume of our MOTO, ~~and~~ MTB ~~helmets~~and ~~sold~~ADV totechnical ~~our~~apparel ~~international~~lines, ~~customers~~designed ~~during~~for ~~the~~offroad ~~2024~~motorcycle, ~~period~~mountain asbiking ~~our~~and ~~distributors~~adventure ~~continued~~motorcycle toriding, ~~manage~~respectively ~~elevated~~during ~~inventory~~the ~~levels~~2025 ~~as a result of post-Covid stocking dynamics that continue to improve as participation remains strong and ordering patterns improve~~period.

~~Our~~Costs ~~other~~of ~~products,~~Revenues ~~parts~~ and ~~accessories~~Gross ~~are~~Profit ~~comprised~~- Cost of ~~goggles,~~revenues ~~hydrations~~for ~~bags~~the ~~and~~years ~~apparel~~ended ~~items~~December ~~including jerseys~~31, ~~pants,~~2025 ~~shorts~~and 2024 were $34.69 million and ~~jackets,~~$26.31 ~~sunglasses~~million, ~~bicycle~~respectively. ~~components~~Gross ~~and~~Profit ~~aftermarket~~for ~~product~~the ~~support~~years ~~items.~~ended ~~Other~~December ~~products~~31, ~~parts~~2025 and ~~accessories~~2024 ~~sales~~were ~~accounted for~~ $1027.7422 million or 44% of revenues, and $1017.8071 million, or 2440% of revenues, respectively. Our neck brace products continue to generate a higher gross margin than our other product categories. Although neck brace revenues accounted for 5% and 236% of our revenues for the ~~years~~year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively., ~~The~~the 14% ~~decrease~~increase in ~~revenues~~gross ofprofit ~~other~~as ~~products,~~a ~~parts~~percentage ~~and~~of ~~accessories~~revenues, iswas primarily due to adealer ~~22%~~direct ~~decrease~~promotional inselling activity during the ~~sales~~year ~~volume~~ended ofDecember ~~our~~31, ~~MOTO~~2024, ~~and~~designed ~~MTB~~to ~~technical~~turn ~~apparel~~slower ~~lines,~~moving ~~designed~~inventory. ~~for~~As ~~motorcycle~~industry-wide inventory dynamics continue to improve and ~~mountain~~our ~~biking~~dealer ~~use~~direct ~~that~~sales ~~was~~momentum ~~partially~~continues, ~~offset~~margins byearned ~~strong~~on dealer direct sales ofcontinued ~~ADV~~to ~~technical~~improve. ~~apparel~~Additionally, ~~designed~~shipping ~~for~~costs ~~adventure~~as ~~motorcycle~~a ~~riding~~percentage ~~during~~of ~~the~~domestic ~~2024~~and ~~period~~international distributor revenues improved as shipping and logistics efficiencies continue to improve.

~~Costs~~Product ofRoyalty ~~Revenues~~Income ~~and~~- ~~Gross~~Product ~~Profit~~royalty -income ~~Cost~~is ofearned ~~revenues~~on ~~for~~sales ~~the~~to ~~years~~distributors ~~ended~~that ~~December~~have 31royalty agreements in place, ~~2024~~as ~~and~~well ~~2023~~as ~~were~~sales ~~$26.31~~of ~~million~~licensed ~~and~~products ~~$27.44~~by ~~million,~~third ~~respectively~~parties that have licensing agreements in place. ~~Gross~~Product ~~Profit~~royalty income for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $~~17.71 million or 40% of revenues~~381,757 and $~~19.81 million or 42% of revenues~~326,614, respectively. The 217% ~~decrease~~increase in ~~gross~~product ~~profit~~royalty asincome ais ~~percentage of revenues for the year ended December 31, 2024 was~~ primarily due to ~~dealer~~an ~~and~~increase ~~consumer direct promotional selling opportunities that were pursued on affected product categories~~ in the ~~United~~sale ~~States~~of ~~and~~licensed ~~South~~products ~~Africa as the Company continued~~ to ~~seek~~licensees ~~opportunities~~during ~~to turn over less current, slower moving inventory in~~ the ~~context~~2025 ~~of industry-wide stocking and promotional dynamics at the dealer and distributor level~~period. ~~Participation remains strong and current ordering patterns reflect re-stocking at the dealer and distributor level as industry-wide inventory reaches sustainable levels.~~

~~Product~~Salaries ~~Royalty~~and ~~Income~~Wages - ~~Product~~Salaries ~~royalty~~and ~~income~~wages isfor ~~earned~~the onyears ~~sales~~ended toDecember ~~distributors~~31, ~~that~~2025 ~~have~~and ~~royalty~~2024 ~~agreements~~were in$7.92 ~~place~~million and $7.14 million, asrespectively. ~~well~~This as11% ~~sales~~increase ofin ~~licensed~~salaries ~~products~~and bywages ~~third~~during ~~parties~~the ~~that~~2025 ~~have~~period ~~licensing~~was ~~agreements~~primarily indue ~~place.~~to ~~Product~~the ~~royalty~~employment ~~income~~of ~~for~~sales, marketing and brand management professionals globally as the ~~years~~Company ~~ended~~continues ~~December~~to ~~31,~~build ~~2024~~a ~~and~~diversified ~~2023~~multi-channel ~~were~~selling ~~$326,614~~organization and ~~$93,696,~~global ~~respectively~~consumer facing brand. ~~The~~Additionally, ~~249%~~share ~~increase~~compensation incosts ~~product~~relating ~~royalty~~to ~~income~~the isrecognition ~~primarily~~of ~~due~~share togrants anthat ~~increase~~were inissued during the ~~sale~~fourth quarter of ~~licensed~~2023 ~~products~~were torecognized ~~licensees~~on ~~during~~a straight-line basis for the ~~2024~~year ~~period~~ended December 31, 2025.

~~Salaries~~Commissions and ~~Wages~~Consulting Expense - ~~Salaries~~Commissions and ~~wages~~consulting expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $7764,~~140,550~~602 and $5535,~~443~~584,~~685~~ respectively. This 3143% increase in ~~salaries~~commissions and ~~wages~~consulting expenses during the ~~2024~~2025 period ~~was~~is primarily ~~due to~~ the ~~employment~~result of an increase in commissions paid to sales, ~~marketing~~representatives and ~~brand~~ management ~~professionals~~ in the United States ~~and~~in ~~abroad~~line aswith the ~~Company~~increase ~~continues to invest~~ in ~~building~~domestic ~~and~~sales ~~expanding~~when acompared ~~strong~~to ~~and~~the ~~diversified~~2024 ~~multi-channel selling operation globally~~period.

~~Commissions~~Professional Fees - Professional fees consist of costs incurred for audit, tax, regulatory filings and ~~Consulting~~quarterly ~~Expense~~reporting -requirements, ~~Commissions~~as well as patent maintenance, protection and ~~consulting~~litigation ~~expense~~expenses incurred as the Company continues to expand its portfolio of exceptional protective gear. Professional fees for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $~~535~~853,~~584~~065 and $~~434~~627,~~657~~659, respectively. ~~This~~The 2336% increase in ~~commissions~~professional ~~and~~fees ~~consulting expenses during the 2024 period~~ is primarily due to an increase in ~~consulting~~ expenditures ~~incurred~~on ascorporate ~~the~~legal, ~~Company~~listing ~~continues~~and toaudit ~~streamline~~fees ~~domestic~~incurred ~~sales~~during ~~taxation~~the ~~and~~2025 ~~operating processes~~period.

~~Professional~~Advertising ~~Fees~~and Marketing - ~~Professional~~The ~~fees~~Company ~~consist~~primarily ofplaces ~~costs~~paid ~~incurred~~advertising ~~for~~on ~~audit,~~various ~~tax,~~motorsport ~~regulatory filings~~ and ~~quarterly~~bicycle ~~reporting~~online ~~requirements,~~platforms asand ~~well~~sponsors asa ~~patent~~number ~~maintenance~~of events, ~~protection~~teams and ~~litigation~~individuals ~~expenses incurred as the Company continues~~ to ~~expand~~increase ~~its~~brand ~~portfolio~~and ofproduct ~~exceptional~~visibility ~~protective gear~~globally. ~~Professional~~Advertising ~~fees~~and marketing expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $~~627,659~~4.56 million and $~~748~~4.45 million,~~608,~~ respectively. The 162% ~~decrease~~increase in ~~professional~~advertising ~~fees~~and marketing costs during the 2025 period is primarily due to aincreased ~~decrease~~trade inshow, athlete sponsorship and international sales conference expenditures, onthat ~~patent~~were ~~litigation~~partially ~~and~~offset ~~patent~~by ~~maintenance~~a ~~expenditures~~decrease ~~during~~in ~~the~~point ~~2024~~of ~~period~~sale merchandising costs.

4237

~~Advertising~~Office Lease and ~~Marketing~~Expenses - ~~The~~Office ~~Company~~lease ~~primarily~~and ~~places~~expenses ~~paid~~for ~~advertising~~the onyears ~~various~~ended ~~motorsport~~December ~~and~~31, ~~bicycle~~2025 ~~online platforms~~ and ~~sponsors~~2024 awere ~~number of events~~$923,839 ~~teams~~ and ~~individuals~~$702,785, torespectively. ~~increase~~Although ~~brand~~lease ~~and~~expenses ~~product~~relating ~~visibility~~to ~~globally.~~our ~~Advertising~~offices and ~~marketing~~warehouse ~~expenses~~in ~~for~~ the ~~years~~United ~~ended~~States ~~December~~decreased ~~31,~~when ~~2024~~compared ~~and~~to ~~2023~~the ~~were~~2024 $4period,~~454,906~~ ~~and~~the $431%,~~127,798,~~ ~~respectively. This 8%~~ increase in ~~the~~office ~~2024~~lease ~~period~~and expenses is primarily due to ~~continued investment in~~ the ~~production~~inclusion ~~and implementation~~ of ~~marketing~~consolidation ~~campaigns~~warehousing ~~designed~~costs toincurred ~~promote~~during ~~global consumer brand recognition and~~ the ~~Company's~~2025 ~~expanding~~period ~~product~~in ~~categories~~order to afacilitate ~~wider~~consolidated global ~~rider audience, that now includes adventure riders~~shipping.

~~Office~~Research ~~Lease~~ and ~~Expenses~~Development Costs - ~~Office~~These ~~lease~~costs ~~and~~include ~~expenses~~the ~~for~~salaries ~~the~~of ~~years~~staff ~~ended~~members ~~December~~that ~~31,~~are ~~2024~~directly ~~and~~involved ~~2023~~in ~~were~~the ~~$702,785~~research and ~~$596,862,~~development ~~respectively.~~of ~~Although~~protective gear, ~~lease~~as ~~expenses~~well ~~relating~~as tothe ~~our~~direct ~~offices~~costs associated with developing these products. Research and ~~warehouses~~development incosts for the ~~United~~year ~~States~~ended ~~and~~December ~~South~~31, ~~Africa~~2025, ~~decreased~~increased ~~when~~to ~~compared~~$2,704,071, tofrom $2,523,881, during the ~~2023~~same 2024 period,. ~~the~~The 187%, increase in ~~office~~research ~~lease~~ and ~~expenses~~development costs during the 2025 period is primarily ~~due~~as toa ~~the~~result ~~inclusion~~ of ~~consolidation~~an ~~warehousing~~increase ~~costs~~in ~~incurred~~expenditure ~~during~~on ~~the~~product ~~2024~~certification ~~period~~and inresearch ~~order~~costs, as the Company continues to ~~facilitate~~develop ~~consolidated~~a ~~global~~pipeline ~~shipping~~on cutting edge products and refine its product categories.

~~Research~~Bad ~~and~~Debt ~~Development~~Recovery ~~Costs~~ - ~~These~~Bad ~~costs~~debt ~~include~~recovery the salaries of staff members that are directly involved in the research and development of protective gear, as well as the direct costs associated with developing these products. Research and development costs for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were $265,~~523,881~~923 and $276,~~526~~278,~~550,~~ respectively. This ~~marginal~~14% decrease in ~~research~~bad ~~and~~debt ~~development~~recovery ~~costs during the 2024 period~~ is primarily the result of a decrease in ~~external~~bad ~~product~~debts ~~development costs,~~ that were ~~partially~~recovered ~~offset~~during ~~by an increase in salaries of staff directly involved in~~ the ~~development~~2025 ~~process~~period, aswhen ~~the~~compared ~~Company continues~~ to ~~build~~the anprior ~~in-house,~~year ~~global~~comparative ~~team of developers and engineers~~period.

~~Bad~~General ~~Debt~~and ~~Recovery~~Administrative Expenses - ~~Bad~~General ~~debt~~and ~~recovery~~administrative costs consist of insurance, travel, merchant fees, communication costs, office and computer equipment with insurance and travel comprising a substantial part of these expenses. General and administrative expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, were $~~76,278~~4.37 million and $103.88 million,~~288,~~ respectively. ~~This~~The ~~641~~13% increase in ~~bad~~general ~~debt~~and ~~recovery~~administrative expenses is primarily ~~the~~due ~~result~~to ofan aincrease ~~decrease~~ in ~~bad~~fees ~~debts~~paid to enhance the Company's global e-commerce selling capabilities, that were ~~considered~~partially ~~irrecoverable~~offset ~~during~~by ~~the~~a ~~2024~~decrease ~~period,~~in merchant fees paid when compared to the ~~prior year~~ comparative 2024 period.

~~General~~Depreciation ~~and~~Expense ~~Administrative Expenses~~ - ~~General~~Depreciation ~~and~~expense administrative costs consist of insurance, travel, merchant fees, communication costs, office and computer equipment with insurance and travel comprising a substantial part of these expenses. General and administrative expenses for the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~were~~was $~~3,879,553~~1.33 million and $31.23 million,~~438,746,~~ respectively. The 138% increase in ~~general~~depreciation ~~and~~expense ~~administrative expenses~~ is primarily due to ansoftware ~~increase~~enhancements inthat ~~merchant~~were ~~fees~~implemented ~~associated with an increase in consumer direct sales, as the Company continues~~ to ~~intensify~~improve ~~its~~customer ~~online selling activities. Additionally, travel costs associated with product development~~ and ~~selling~~consumer ~~activities~~buying inactivity ~~the~~across ~~United States increased as~~ the Company's ~~continued~~digital ~~to widen its product categories~~ and ~~footprint~~web-based inselling ~~the United States~~platforms.

~~Depreciation~~Impairment Expense - ~~Depreciation~~Impairment expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $1234,~~229,847~~224 and $10,~~174,664,~~ respectively. The 5100% increase in ~~depreciation~~impairment expense is primarily due to ~~software~~the ~~enhancements~~impairment ~~that~~of ~~were~~long-lived ~~implemented~~intangible toweb ~~improve~~assets ~~customer~~as ~~and~~a ~~consumer~~result ~~engagement~~of ~~and~~web ~~buying~~platform ~~activity~~enhancements ~~across~~designed ~~the~~to ~~Company's~~increase ~~digital~~development, engagement and ~~web~~ultimately e-~~based~~commerce selling ~~platforms~~abilities.

Total Operating Expenses - Total operating expenses increased by $2~~,537,205~~.58 million to $2123.0259 million for the year ended December 31, ~~2024~~2025, when compared to $1821.4802 million in the ~~2023~~2024 period. This increase in total operating expenses during the ~~2024~~2025 period is primarily due to increases in salaries and wages, ~~advertising~~commission and ~~marketing~~consulting and general administrative expenditures ~~that were partially offset by decreases in professional fees and bad debts~~ discussed above.

Other Income ~~(Expenses)~~ - Other income ~~(expenses)~~ for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $~~275~~397,~~413~~000 and ($39275,~~138)~~413, respectively. The ~~804~~44% increase in other income is primarily due to an increase in interest received during the ~~2024~~2025 period.

~~Net~~Provision ~~Income~~for (~~Loss~~benefit from) Income taxes - ~~The~~Provision ~~net~~for ~~loss~~(benefit ~~after~~from) ~~income~~Income taxes for the ~~year~~years ended December 31, 2025 and 2024 was ($~~2,204,664),~~1.14 amillion ~~decrease~~and of $3(498,~~007~~799),~~823,~~ ~~when~~respectively. The ~~compared~~329% toincrease ain ~~net~~ income ~~after income~~ taxes ofis ~~$803,159.~~primarily ~~This~~due ~~374%~~to ~~decrease~~an increase in net income isbefore ~~primarily~~taxation ~~due~~as toa ~~the~~result ~~decrease~~of inthe ~~sales and~~ increase in ~~operating~~revenues ~~expenditures~~and margins discussed above.

43Net Income (Loss) - The net income after income taxes for the year ended December 31, 2025 was $3.26 million, an increase of $5.47 million when compared to a net loss after income taxes of ($2.20) million. This 248% increase in net income is primarily due to the increase in revenues and margins that were partially offset by the increase in total operating expenses discussed above.

Liquidity and Capital Resources

At December 31, ~~2024~~2025, we had cash, ~~and~~ cash equivalents and restricted cash of $1213.3723 million, as compared to cash and cash equivalents of $1112.3537 million at December 31, ~~2023~~2024. The following table sets forth a summary of our cash flows for the periods indicated:

		December 31,
		2024			2023
Net cash provided by operating activities	$	2,793,192		$	6,657,212
Net cash used in investing activities	$	(1,228,935	)	$	(1,996,252	)
Net cash used in financing activities	$	(514,951	)	$	(1,290	)
Effect of exchange rate changes on cash and cash equivalents	$	(28,626	)	$	(415,195	)
Net increase in cash and cash equivalents	$	1,020,680		$	4,244,475
Cash and cash equivalents at the beginning of period	$	11,347,420		$	7,102,945
Cash and cash equivalents at the end of period	$	12,368,100		$	11,347,420

Cash increased by $1,020,680 or 9%, for the year ended December 31, 2024. The primary sources of cash during 2024 were decreased inventory of $2,096,711, increased accounts payable and accrued expenses of $1,704,571, decreased accounts receivable of $746,723 and a decrease in long term accounts receivable amounting to $253,556. The primary uses of cash for the 2024 period were a net loss of $2,204,664, increased prepaid expenses and other current assets of $705,239, the repayment of a short-term loan amounting to $401,967, increased payments in advance of $206,166 and capital expenditures of $1,229,937.

		December 31,
		2025			2024
Net cash provided by operating activities	$	1,807,829		$	2,793,192
Net cash used in investing activities	$	(1,053,043	)	$	(1,228,935	)
Net cash used in financing activities	$	(217,574	)	$	(514,951	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	327,735		$	(28,626	)
Net increase in cash, cash equivalents and restricted cash	$	864,947		$	1,020,680
Cash, cash equivalents and restricted cash at the beginning of period	$	12,368,100		$	11,347,420
Cash, cash equivalents and restricted cash at the end of period	$	13,233,047		$	12,368,100

Cash increased by $864,947 or 7%, for the year ended December 31, 2025. The primary sources of cash during 2025 were net income of $3,263,922 and an increase in accounts payable and accrued expenses amounting to $1,654,576. The primary uses of cash for the 2025 period were an increase in inventory of $2,869,908, increased accounts receivable of $1,197,572 an increase in prepaid expenses and other current assets amounting to $631,082 and capital expenditures of $1,081,946.

The Company is currently meeting its working capital needs through cash on hand, a revolving line of credit with a bank as well, as internally generated cash from operations. Management believes that its current cash and cash equivalent balances, along with the net cash generated by operations are sufficient to meet its anticipated operating cash requirements for at least the next twelve months. There are currently no plans for any major capital expenditures in the next twelve months. Our long-term financing requirements depend on our growth strategy, which relates primarily to our desire to increase revenue both domestically, as well as internationally.

Obligations under Material Contracts

Pursuant to our Licensing Agreement with Xceed Holdings, a company controlled by Dr. Christopher Leatt, our founder, chairman and head of research and development, we pay Xceed Holdings 4% of all neck brace sales revenue billed and received by the Company on a quarterly basis based on sales of the previous quarter. During the years ended December 3031, ~~2024~~2025 and ~~2023~~2024, the Company paid an aggregate of $~~106~~113,~~679~~740 and $~~124~~106,~~061~~679, in licensing fees to Xceed Holdings. In addition, pursuant to a separate license agreement between the Company and Mr. J. P. De Villiers, our former director, the Company is obligated to pay a royalty fee of 1% of all our billed and received neck brace sales revenue, in quarterly installments, based on sales of the previous quarter, to a trust that is beneficially owned and controlled by Mr. De Villiers. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company paid an aggregate of $2628,~~670~~435 and $3126,~~015~~670, in licensing fees to Mr. De Villiers.

Dr. Christopher Leatt is compensated in his capacity as our Research and Development consultant, pursuant to our Consulting Agreement, dated November 8, 2021, with Innovation Services Limited, or Innovation, a Jersey limited company in which, Dr. Leatt is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. ~~From~~During ~~January~~the 1,year ~~2024~~ended ~~through~~December ~~June 30~~31, ~~2024~~2025, the monthly fee payable by the Company to Innovation was $~~45,481, and commencing July 1, 2024, this monthly fee increased to~~ $4748,~~072~~437. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). The parties further agreed that all intellectual property generated in connection with the services provided under the consulting agreement will be the sole property of the Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, except that the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Company also simultaneously entered into a side letter agreement, dated November 8, 2021, with Dr. Leatt, pursuant to which Dr. Leatt agreed, among other things: (1) not to perform services similar to the services provided under the agreement for any current or future, direct or indirect competitor of the Company or any similar company; (2) not to solicit any current or future employees of the Company for employment with Innovation or any other entity with which he may become affiliated, or to contact or solicit any current or future stockholder or investor of the Company in connection with any matter that is not directly related to the ongoing or future business operations of the Company; and (3) that he will apprise the Company of any business opportunity that he becomes aware of that could benefit the Company so that the Company, can in its sole discretion, make a determination regarding whether to pursue such opportunity in the best interest of the Company and its stockholders. Dr. Leatt further agreed to continue dedicating a majority of his time on matters related to performance of his duties as a director of the Company and to the fulfillment of his obligations to the Company's research and development efforts under the consulting agreement, and the Company will have the right to adjust the amount of the fees payable under the consulting agreement to the extent of any substantial diminution in his fulfillment of such duties and obligations. The foregoing agreements replaced prior agreements in force from June 2018 to November 2021, among the Company, Dr. Leatt and Innovate Services Limited, a Seychelles company, beneficially owned by Dr. Leatt, that wound up operations. The foregoing description of the Consulting Agreement and Side Letter Agreement is qualified in its entirety by reference to the Consulting Agreement and the Side Letter Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated by reference in this report. During the years ended December 31, 2024, and 2023, the Company recognized an aggregate of $555,317 and $538,001, respectively, in consulting fees to Innovation.

4439

OnIn ~~November~~addition ~~19,~~to ~~2018~~the Consulting Agreement, the Company simultaneously entered into a $1side letter agreement,~~000~~ dated November 8,~~000~~ ~~revolving~~2021, ~~line~~with ofDr. ~~credit~~Leatt, ~~agreement~~pursuant ~~with~~to awhich ~~bank~~Dr. ~~Obligations~~Leatt ~~under~~agreed, ~~the~~among ~~line~~other ofthings: ~~credit~~(1) ~~are~~not ~~secured~~to byperform ~~equipment~~services ~~and~~similar ~~fixtures~~to inthe services provided under the ~~United~~agreement ~~States~~for ofany ~~America~~current or future, ~~accounts~~direct ~~receivable~~or ~~and~~indirect ~~inventory~~competitor of ~~Leatt~~the ~~Corporation~~Company ~~and~~or ~~Two~~any ~~Eleven~~similar ~~Distribution,~~company; ~~LLC.~~(2) Onnot ~~March~~to 1,solicit ~~2021,~~any wecurrent ~~executed~~or afuture ~~second~~employees ~~amendment~~of to the ~~line~~Company offor ~~credit.~~employment ~~The~~with ~~amendment~~Innovation ~~took~~or ~~retroactive~~any ~~effect~~other toentity ~~February~~with ~~17,~~which ~~2021~~he may become affiliated, ~~extended~~or ~~the~~to ~~line~~contact ofor ~~credit~~solicit ~~facility~~any ~~through~~current ~~February~~or ~~28,~~future ~~2022,~~stockholder ~~and~~or ~~increased~~investor of the ~~revolving~~Company ~~line~~in ofconnection ~~credit~~with any matter that is not directly related to ~~$1,500,000.~~the ~~Effective~~ongoing ~~January~~or ~~21,~~future ~~2022,~~business operations of the Company; ~~executed~~and an(3) ~~amendment~~that tohe will apprise the ~~line~~Company of ~~credit~~any tobusiness ~~extend~~opportunity ~~the~~that ~~line~~he becomes aware of ~~credit~~that ~~facility~~could ~~through~~benefit ~~February~~the ~~29,~~Company ~~2023~~so that the Company, ~~and~~can toin ~~replace~~its ~~interest~~sole ~~determined~~discretion, bymake ~~LIBOR~~a ~~Daily~~determination ~~Floating~~regarding ~~Rate~~whether ~~with~~to ~~the~~pursue ~~Bloomberg~~such ~~Short-Term~~opportunity ~~Bank~~in ~~Yield~~the ~~Index~~best ~~rate.~~interest ~~The~~of the Company and ~~Two~~its ~~Eleven~~stockholders. ~~signed~~Dr. ~~amended~~Leatt ~~documents~~further agreed to ~~secure~~continue ~~the~~dedicating ~~loan~~a bymajority ~~equipment~~of ~~and~~his ~~fixtures,~~time ~~accounts~~on ~~receivable~~matters ~~and~~related ~~inventory~~to performance of ~~Two~~his ~~Eleven.~~duties ~~Effective~~as ~~January~~a ~~20,~~director ~~2023,~~of the Company ~~executed~~and ~~an amendment~~ to the ~~line~~fulfillment of ~~credit~~his obligations to ~~extend~~ the ~~line~~Company's ofresearch ~~credit~~and ~~facility~~development ~~through~~efforts ~~February~~under ~~29,~~the ~~2024~~consulting agreement, and the Company will have the right to ~~amend~~adjust ~~Banking~~the ~~days~~amount ~~and~~of ~~update~~the ~~Successor~~fees ~~Rate.~~payable ~~The~~under ~~bank~~the ~~further~~consulting ~~extended~~agreement to the ~~line~~extent of ~~credit~~any ~~until~~substantial ~~March~~diminution 1,in ~~2025.~~his ~~The~~fulfillment ~~Bank~~of ~~sent~~such aduties ~~letter~~and ~~dated~~obligations. ~~October~~The 4,foregoing ~~2024,~~agreements ~~which~~replaced ~~formally~~prior ~~notified~~agreements ~~Leatt~~in ~~Corporation~~force ~~that~~from ~~effective~~June 2018 to November 182021, ~~2024,~~among the ~~interest~~Company, ~~rate~~Dr. ~~transitioned~~Leatt ~~from~~and ~~Bloomberg~~Innovate ~~Short-Term~~Services ~~Bank~~Limited, ~~Yield~~a ~~Index~~Seychelles ~~rate~~company, tobeneficially ~~Secured~~owned ~~Overnight~~by ~~Financing~~Dr. ~~Rate~~Leatt, ~~Daily~~that ~~Floating~~wound ~~rate~~up ~~plus spread adjustment~~operations. The ~~Bank~~foregoing ~~sent~~description aof ~~letter~~the ~~dated~~Consulting ~~January~~Agreement ~~24,~~and ~~2025,~~Side ~~notifying~~Letter ~~the~~Agreement ~~Company~~is ~~that~~qualified in its entirety by reference to the ~~Bank~~Consulting ~~has~~Agreement ~~extended~~and the ~~line~~Side Letter Agreement, copies of ~~credit~~which ~~until~~are ~~March~~filed as Exhibits 10.1 and 10.2, ~~2026~~respectively, hereto and are incorporated by reference in this report. AsDuring ofthe years ended December 31, ~~2024~~2025, ~~there~~and ~~were~~2024, nothe ~~advances~~Company ofrecognized ~~the~~an ~~line~~aggregate of ~~credit~~$573,058 ~~leaving~~and $1555,~~500~~317,~~000~~ ofrespectively, ~~the~~in ~~line~~consulting offees ~~credit~~to ~~available for advance~~Innovation.

~~Pursuant~~The Company is the holder of a $1,500,000 revolving line of credit through March 1, 2026, pursuant to a ~~Premium~~line ~~Finance~~of ~~Agreement~~credit agreement with a U.S. bank, dated November 719, ~~2024~~2018, ~~between~~as amended. Advances under the ~~Company~~line ~~and~~of ~~Aon~~credit ~~Premium~~bear ~~Finance~~interest ~~("APF"),~~at the ~~Company~~greater isof ~~obligated~~the toSecured ~~pay~~Overnight ~~APF~~Financing Rate Daily Floating rate plus spread adjustment or an ~~aggregate~~Index ~~sum~~Floor of $1.25 percentage points,~~087,103~~ inplus ~~ten~~2.5 ~~payments~~percentage ofpoints. ~~$85~~Effective February 12. 2026,~~555~~ atthe anCompany ~~8.976%~~signed ~~annual~~Amended ~~interest~~and ~~rate,~~Restated ~~commencing~~Loan onAgreement ~~December~~to 1,extend ~~2024,~~the ~~and~~revolving ~~ending~~line onof ~~September~~credit to March 1, ~~2025. Any~~2027, ~~late~~the ~~payment~~agreement ~~during~~adjusted the ~~term~~interest rate to the greater of the ~~agreement~~Secured ~~will~~Overnight beFinancing ~~assessed~~Rate aDaily ~~late~~Floating ~~penalty~~rate ofplus 5%spread onSOFR ~~the~~adjustment ~~payment~~or ~~amount~~the ~~due~~index floor, ~~and~~plus in2.7 percentage points. Obligations under the ~~event~~line of ~~default,~~credit ~~APF~~are ~~has~~secured by the ~~right~~United toStates ~~accelerate~~accounts ~~the~~receivable, ~~payment~~inventory, ~~due~~and ~~under~~equipment and fixtures of the ~~agreement~~Company and its subsidiary, Two Eleven Distribution, LLC. As of December 31, 2025 and 2024, ~~the~~respectively, ~~Company~~there ~~has~~were ~~not~~no ~~defaulted~~advances onof ~~its~~the ~~payment~~line ~~obligations~~of ~~under~~credit, ~~this~~leaving ~~agreement~~$1,500,000 and $1,500,000 available for advances.

On December 29, 2021, Two Eleven entered into a Loan and Security agreement with a bank, effective December 17, 2021, to finance equipment. The Equipment Note financed under the Loan and Security Agreement has a total value of $272,519, payable in 36 consecutive monthly installments commencing February 5, 2022, and continuing to January 5, 2025. Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of 3.5370% per annum. The principal and interest amount of each payment shall be $7,990. As of December 31, 2024 and 2023, respectively, $7,965 and $101,755 of the Equipment Note was outstanding. The Equipment Note was paid in full on January 6, 2025.

On December 20, 2022, Two Eleven entered into a Loan and Security Agreement with a bank, effective December 1, 2022, to finance certain equipment owned by Two Eleven. The note issued under the agreement, the Equipment Note, has a total value of $58,075, payable by Two Eleven in 36 consecutive monthly installments, commencing on February 5, 2023, and continuing through to January 5, 2026. Interest will accrue on the entire principal amount of the Equipment Note outstanding from time to time at a fixed rate of 7.8581% per annum, and the principal and interest amount of each installment payment will be $1,816. As of December 31, 2024 and 2023, respectively, $22,561 and $41,755 of the Equipment Note was outstanding.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and often involve complex estimation: revenue recognition, estimating allowances for doubtful accounts receivable, inventory valuation, impairment of long-lived assets, leases and accounting for income taxes.

Revenue and Cost Recognition - The Company recognizes revenue in accordance with ASC 606 "Revenues from Contracts with Customers". As such the Company has and will continue to review its performance obligations in terms of material customer contractual arrangements in order to verify that revenue is recognized when performance obligations are satisfied on a periodic basis.

All manufacturing of Leatt products is performed by third party subcontractors that are predominately based in China.

The Company's products are sold worldwide to a global network of distributors and dealers, and directly to consumers when there are no dealers or distributors in their geographic area or where consumers choose to purchase directly via the Company's e-commerce website (collectively the "customers").

Revenues from product sales are recognized when earned, net of applicable provisions for discounts and returns and allowances in the event of a product defect where no exchange of product is possible. Revenues are recognized when our performance obligations are satisfied as evidenced by transfer of control of promised goods to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Product royalty income, representing less than 1% of total revenues, is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.

Our standard distributor payment terms range from pre-payment in full to sixty (60) days after shipment and subsequent sales of our products by distributors have no effect on the amount and timing of payments due to us, however, in limited instances, qualified distributors and dealers may be granted extended payment terms during selected order periods. In performing such evaluations, the Company utilizes historical experience, sales performance, and credit risk requirements. Furthermore, products purchased by distributors may not be returned to the Company in the event that any such distributor relationship is terminated.

4640

Since the Company (through its wholly-owned subsidiary) serves as the distributor of Leatt products in the United States, the Company records its revenue and related cost of revenue for its product sales in the United States upon shipment of the merchandise to the dealer or to the ultimate consumer when there is no dealer in the geographic area or the consumer chooses to purchase directly from the Company's e-commerce website and the sales order was received directly from, and paid by, the ultimate consumer. Since the Company (through its South African branch) serves as the distributor of Leatt products in South Africa, the Company records its revenue and related cost of revenue for its product sales in South Africa upon shipment of the merchandise from the branch to the dealer and upon shipment of products direct to end consumers, which ~~has~~have been sold through digital channels. The Company's standard terms and conditions of sale for non-consumer direct ~~or web-based~~ sales do not allow for product returns other than under warranty. Web-based direct sales permit products to be returned or exchanged within 30 days of the purchase date.

~~Sales~~International ~~totaling~~sales $0(other than in the United States and ~~$31,~~South ~~671~~Africa) ~~were~~are ~~deferred~~generally asdrop-shipped ~~all~~directly ~~the~~from ~~requirements~~our consolidation warehouse or our third-party manufacturing partner to ~~have~~Company's ainternational ~~contract~~distributors. ~~with~~Revenue and related cost of revenue is recognized at the ~~customer~~time inof ~~accordance~~shipment ~~with~~from ~~ASC~~the ~~606~~manufacturer's ~~had~~port ~~not~~when ~~been~~the ~~met~~shipping asterms ofare ~~December~~Free 31On Board ("FOB") shipping point, ~~2024~~Cost and ~~2023,~~Freight ~~respectively~~("CFR") or Cost and Insurance to named place ("CIP") as legal title and risk of loss to the product pass to the distributor. ~~The~~Sales ~~shipped~~to ~~goods~~all ~~associated~~customers ~~with~~(distributors, ~~these~~dealers ~~deferred~~and ~~sales~~consumers) are ~~included~~generally final; however, in ~~the~~limited ~~caption~~instances, ~~deferred~~product ~~asset~~may be returned and exchanged due to product quality issues. Historically, ~~net~~returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Cost of anrevenues ~~allowance~~also ~~for~~includes ~~potential~~royalty ~~loss~~fees associated with sales of $0Leatt-Brace ~~and~~products. ~~$6,400~~Product ~~for~~royalty ~~December~~income ~~31,~~is ~~2024~~recorded ~~and~~as ~~2023~~the underlying product sales occur, ~~respectively~~in accordance with the related licensing arrangements.

~~International~~The ~~sales~~Company ~~(other~~reviews ~~than in~~ the ~~United~~reserves ~~States~~for ~~and~~customer ~~South~~returns ~~Africa)~~at ~~are~~each ~~generally~~reporting ~~drop-shipped~~period ~~directly~~and ~~from~~adjusts ~~our~~them ~~consolidation warehouse or third-party manufacturer~~ to ~~the~~reflect ~~international~~data ~~distributors.~~available ~~Revenue and related cost of revenue is recognized~~ at ~~the~~that time. ofTo ~~shipment~~estimate ~~from~~reserves ~~the~~for ~~manufacturer's~~returns, ~~port when~~ the ~~shipping~~Company ~~terms~~estimates ~~are~~the ~~Free~~expected Onreturns ~~Board ("FOB") shipping point, Cost~~ and ~~Freight~~claims ~~("CFR")~~based oron ~~Cost~~historical ~~and~~rates ~~Insurance~~as towell ~~named place ("CIP")~~ as ~~legal~~events ~~title~~ and ~~risk~~circumstances ofthat ~~loss~~indicate tochanges ~~the product pass~~ to ~~the~~historical ~~distributor.~~rates ~~Sales~~of ~~to all customers (distributors, dealers and consumers) are generally final; however, in limited instances,~~ product ~~may~~returns ~~be returned~~ and ~~exchanged due to product quality issues~~claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Cost of revenues also includes royalty fees associated with sales of Leatt-Brace products. Product royalty income is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.

~~The~~Sales ~~Company~~commissions ~~reviews~~are ~~the~~expensed ~~reserves~~when ~~for~~incurred, ~~customer~~which ~~returns~~is atgenerally ~~each reporting period and adjusts them to reflect data available~~ at ~~that~~the time. ~~To estimate reserves for returns, the Company estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates~~ of ~~product returns and claims~~sale. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. The provision for estimated returns at December 31, 2024 and 2023 were $0 and $0, respectively.

~~Sales~~Shipping ~~commissions~~and ~~are~~handling ~~expensed~~activities ~~when~~associated ~~incurred,~~with ~~which~~outbound isfreight, ~~generally~~after atcontrol ~~the~~over ~~time~~a ofproduct ~~sale~~has ortransferred ~~cash~~to ~~received~~a ~~from customers~~customer, ~~because~~are ~~the~~accounted ~~amortization~~for ~~period~~as ~~would~~a ~~have~~fulfilment ~~been~~cost ~~one~~and ~~year or less. These costs~~ are ~~recorded~~included in ~~commissions~~cost ~~and~~of ~~consulting~~revenues ~~expenses within operating expenses~~ in the accompanying consolidated statements of operations and comprehensive income (loss). Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.

Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.

Allowance for Credit Losses - Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to distributors on an unsecured basis based on credit risk analysis procedures. We continuously monitor ~~both~~ credit reports, ~~and~~ collections, communication and payments from customers and ~~maintains~~maintain an allowance for credit losses based upon the expected credit losses determined utilizing historical experience, ~~the aging of funds outstanding,~~ and any specific customer collection issues that have been identified. In determining the amount of the allowance, we are required to make certain estimates and assumptions. Accounts receivable balances that are still outstanding after we have used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within our expectations and the provisions established, macro-economic conditions and customer financial positions are fluid, and we cannot guarantee that we will continue to experience the same credit loss rates that we have had in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. The allowance for short-term credit losses at December 31, ~~2024~~2025 ~~was $500,164~~ and at December 31, ~~2023~~2024, was $~~662~~205,~~612.~~827 and $500,164, respectively. Additionally, an allowance for long-term credit losses will be included for accounts receivables that are anticipated to be collected over a period that is greater than 12 months. The allowance for long-term credit losses at December 31, ~~2024~~2025 ~~was $3,366,~~ and at December 31, ~~2023~~2024 was $260 and $3,~~929~~366, respectively.

47Inventory Valuation - Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out (FIFO) method. Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, we make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, we utilize historical experience as well as current market information. The reserve for obsolescence at December 31, 2025 and December 31, 2024 was $510,576 and $533,953, respectively.

Inventory Valuation - Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out (FIFO) method. Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, we make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, we utilize historical experience as well as current market information. The reserve for obsolescence at December 31, 2024 was $533,953 and at December 31, 2023 was $227,528.41

Impairment of Long-Lived Assets - ~~Our~~The ~~long-lived~~Company ~~assets~~reviews ~~include~~its ~~property~~intangible and ~~equipment.~~tangible ~~We evaluate our~~ long-lived assets for ~~recoverability~~impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be ~~impaired~~recoverable. InRecoverability ~~evaluating~~of anassets ~~asset~~to ~~for~~be ~~recoverability,~~held weand ~~estimate~~used ~~the~~is ~~future~~measured ~~cash~~by ~~flow~~a ~~expected~~comparison toof ~~result from~~ the ~~use~~carrying amount of ~~the~~an asset ~~and~~to ~~eventual disposition. If~~ the expected future ~~undiscounted~~net cash ~~flow~~flows isto ~~less~~be ~~than~~generated by the ~~carrying~~assets. ~~amount~~Based ofon ~~the~~these ~~asset~~reviews, the Company recognized an impairment ~~loss~~charge of $234,224 ~~equal~~relating to ~~the~~intangible ~~excess~~capitalized ofwebsite ~~the~~costs ~~carrying~~and ~~amount~~$0 ~~over~~to the ~~fair~~carrying value of ~~the~~long-lived ~~asset,~~assets ~~is recognized. We have determined there were no impairment charges~~ during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Operating Leases - The Company determines if an arrangement is a lease at contract inception. Operating leases are included in the right-of-use assets ("ROU''), and lease liability obligations are included in the Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset of the lease term and lease liability obligations represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date, based on the present value of lease payments over the lease term. As the Company's leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

Income Taxes - As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions in which we operate. This process involves estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We regularly evaluate our ability to recover the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood of the Company generating sufficient taxable income in future years during the period over which the temporary differences reverse.

Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the respective dates of adoption, or expected adoption and effects on our consolidated financial position, results of operations and cash flows.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that isare material to its stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Some of our operations are carried out in the Republic of South Africa, or RSA, and we are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, our business, financial condition, and results of operations may be influenced by the political, economic and legal environments in the RSA, and by the general state of the RSA economy. Our results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Foreign Exchange Risk

We are exposed to foreign exchange risk as our revenues and consolidated results of operations may be affected by fluctuations in foreign currency as we translate these currencies into U.S. dollars when we consolidate our financial results. Operating outside of the United States further exposes us to foreign exchange risk, which we monitor. We are most sensitive to changes in the exchange rates of the South African rand, the renminbi, the euro and the U.S. dollar. We have more ZAR expenses than we do sales in South Africa. Furthermore, a portion of our consolidated revenues are denominated in South African Rand, or ZAR, certain of our assets are denominated in ZAR, and our research and marketing operations in South Africa utilize South African labor sources. A decrease in the value of the U.S. dollar in relation to the ZAR could increase our cost of doing business in South Africa. Alternatively, if the ZAR depreciates against the U.S. Dollar, the value of our ZAR revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. In China we have more renminbi expenses than we do sales, because we manufacture our products in China that we sell globally. A decrease in the value of the U.S. dollar in relation to the renminbi could increase our cost of purchasing products in China. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk. In Europe we have significantly more sales than we do expenses. Since 69% of our sales is derived outside the U.S. where the U.S. dollar is not the primary currency, significant fluctuations in exchange rates such as the strengthening of the dollar versus our customers' local currency can adversely affect our ability to remain competitive in those areas.

Inflation

Inflationary factors such as increases in the cost of our sales, salaries, wages and overhead costs may adversely affect our operating results. During the year ended December 31, ~~2024~~2025, the Company experienced inflationary cost increases that had an impact on both cost of sales, gross margins, salaries and selling, general and administrative expenses. A prolonged high rate of inflation in the future may have a significant adverse effect on our ability to maintain current levels of gross margin as a percentage of net sales if the selling prices of our products are not increased due to market dynamics. Additionally, prolonged inflationary pressure on salaries, selling, general and administrative expenses may have an impact on Net Income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The full text of our audited consolidated financial statements as of December 31, ~~2024~~2025 and ~~2023~~2024 begins on page F-1 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

49As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, Mr. Sean Macdonald, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer determined that, as of December 31, 2025, and as of the date that the evaluation was completed, our disclosure controls and procedures were effective.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, Mr. Sean Macdonald, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer determined that, as of December 31, 2024, and as of the date that the evaluation was completed, our disclosure controls and procedures were effective.

Internal Controls over Financial Reporting

Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting, as of December 31, ~~2024~~2025 was effective.

Because the Company is a smaller reporting company, this annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm.

Changes in Internal Controls over Financial Reporting

There were no changes in its internal controls over financial reporting in ~~2024~~2025 that would materially affect, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors, Executive Officers, Promoters and Control Persons

The following sets forth the name and position of each of our current executive officers, directors and significant employees and their ages and titles as of March 1310, ~~2024~~2026.

Name	Age	Title
Dr. Christopher James Leatt	5657	Founder, Chairman and Research & Development Consultant
Sean Macdonald	4748	President, CEO, CFO and Director
Jeffrey Joseph Guzy	7374	Director

DR. CHRIS LEATT: Dr. Leatt, aged 5657, has served as the Company's Chairman since 2005 and as the Company's Research and Development consultant since July 2015. He studied medicine at the University of Cape Town and interned in the United Kingdom. He worked briefly as a General Practitioner and in General Surgery and Orthopaedics before taking up a Registrar's position in Neurosurgery at the Tygerberg Academic Hospital. He resigned from his post in Neurosurgery in order to develop and study the benefits and viability of a neck protection system (the Leatt-Brace®) for helmet clad sport and recreational users in an attempt to reduce devastating neck injuries. Dr. Leatt is a fixed wing PPL pilot, Commercial helicopter pilot and Grade II instructor. He has been an active participant in competitive cross-country motorcycle endurance races, as well as Super Sport and Battle of the Twins (BOTTS) track racing events. He won the Western Province BOTTS championship in 2011. He is an avid MTB rider and completed the ABSA Cape Epic in 2019. He is currently pursuing a PhD in the Department of Neurosurgery at Stellenbosch University, looking at brain injury prevention.

SEAN MACDONALD: Mr. Macdonald, CA (SA), aged 4748, has served as the Company's Chief Executive Officer and President since November 2010, as its Chief Financial Officer since August 2009, and as a Director since May 2010. Prior to joining the Company, Mr. Macdonald served from August 2004 to December 2009, as the Chief Financial Officer of Cyclelab, the largest bicycle retailer in South Africa, where he was responsible for operational, financial and strategic leadership of the business including the implementation of a franchise model in order to grow the business. Mr. Macdonald holds a Bachelor of Commerce Degree in Finance and Information Systems from the University of Cape Town, as well as a Post-Graduate Diploma in Accounting, which included 3 years of articles at KPMG Cape Town. Mr. Macdonald is also a South Africa registered Chartered Accountant.

JEFFREY GUZY: Mr. Guzy, aged 73, has served as a director since April 2007 and serves as a business development consultant and entrepreneur in Arlington, Virginia. Mr. Guzy is currently working as Chairman and CEO of CoJax Oil and Gas Corporation (OTC.CJAX). Prior to that, Mr. Guzy served, from October 2007 to August 2010 as our President. Mr. Guzy has a MBA in Strategic Planning and Management from The Wharton School of the University of Pennsylvania; a M.S. in Systems Engineering from the University of Pennsylvania; a B.S. in Electrical Engineering from Penn State University; and a Certificate in Theology from Georgetown University. Mr. Guzy has served as an executive manager with IBM Corp., Sprint International, Bell Atlantic Video Services, Loral CyberStar and FaciliCom International. Mr. Guzy has also started his own telecommunications company providing Internet services in Western Africa. He continues to work with emerging private companies and middle-market public companies. He serves as an independent director and chairman of the audit committee of public companies, Capstone Industries (OTC.CAPC) and Purebase Corporation (OTC.PUBC), and as an independent director and chairman of the audit committee and the corporate governance committee of Blue Star Foods Corporation (NASDAQ.BSFC) a public company.44

51JEFFREY GUZY: Mr. Guzy, aged 74, has served as a director since April 2007 and serves as a business development consultant and entrepreneur in Arlington, Virginia. Mr. Guzy is currently working as Chairman and CEO of CoJax Oil and Gas Corporation (OTC.CJAX). Prior to that, Mr. Guzy served, from October 2007 to August 2010 as our President. Mr. Guzy has a MBA in Strategic Planning and Management from The Wharton School of the University of Pennsylvania; a M.S. in Systems Engineering from the University of Pennsylvania; a B.S. in Electrical Engineering from Penn State University; and a Certificate in Theology from Georgetown University. Mr. Guzy has served as an executive manager with IBM Corp., Sprint International, Bell Atlantic Video Services, Loral CyberStar and FaciliCom International. Mr. Guzy has also started his own telecommunications company providing Internet services in Western Africa. He continues to work with emerging private companies and middle-market public companies. He serves as an independent director and chairman of the audit committee of public companies, Capstone Industries (OTC.CAPC) and Purebase Corporation (OTC.PUBC), and as an independent director and chairman of the audit committee and the corporate governance committee of Blue Star Foods Corporation (NASDAQ.BSFC) a public company.

There are no agreements or understandings for any of our executive officers, directors or significant employees to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.

Qualifications, Attributes, Skills and Experience Represented on the Board

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of our current needs and business priorities. The Board believes that each director is a recognized person of high integrity with a proven record of success in his or her field. Each director demonstrates innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to the business and operations of the Company. In addition to the foregoing qualifications, the Board has assessed the intangible qualities including the director's ability to ask difficult questions and, simultaneously, to work collegially. The Board also considers diversity of age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Set forth below is a tabular disclosure summarizing some of the specific qualifications, attributes, skills and experiences of our directors.

Name	Title	Qualifications

Dr. Christopher James Leatt	Founder, Chairman and Head of Research & Development	•	Dr. Leatt holds a Bachelor of Medicine and Bachelor of Surgery Degree and is the inventor of the Leatt Brace® and the Founder of the Company.

		•	He supports the Company's research and development department and has an intimate knowledge of the Company's innovative products.

		•	He contributes invaluable long-term knowledge of the Company's business and operations and extensive experience in the industry.
Sean Macdonald	CEO, CFO, President and Director	•	Mr. Macdonald is a registered Chartered Accountant and holds a Bachelor of Commerce Degree in Finance and Information Systems and a Post-Graduate Diploma in Accounting.

		•	His invaluable experience in finance and accounting provides insight for the implementation of effective operational, financial and strategic leadership of the Company.
Jeffrey Joseph Guzy	Director	•	Through his MBA in Strategic Planning & Management and his knowledge of U.S. capital markets, Mr. Guzy provides invaluable guidance and perspective to the Board.

		•	He has also served as the Company's President and has invaluable long-term knowledge of the Company's business and operations.

5245

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

• been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

• had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in "Certain Relationships and Related Transactions, and Director Independence - Transactions with Related Persons," none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Significant Employees

Name	Age	Position
Erik Olsson	5758	International General Manager and Head of International Distribution
Todd Repsher	54	U.S. General Manager

53ERIK OLSSON: Mr. Olsson, aged 58, has served as our International General Manager and Head of International Distribution since January 2012. Prior to that, Mr. Olsson served from January 2010 to December 2011, as European General Manager and later as General Manager of Asia, Europe, the Middle-East and the Central Pacific (Oceania). Mr. Olsson has over 20 years' experience as a sales and product manager for various companies in the power sports industry. Prior to joining us he served from January 2003 to December 2009 as Area Manager for Jofrab Ab, a Swedish distributor of motorcycles and recreational vehicles.

ERIK OLSSON: Mr. Olsson, aged 57, has served as our International General Manager and Head of International Distribution since January 2012. Prior to that, Mr. Olsson served from January 2010 to December 2011, as European General Manager and later as General Manager of Asia, Europe, the Middle-East and the Central Pacific (Oceania). Mr. Olsson has over 20 years' experience as a sales and product manager for various companies in the power sports industry. Prior to joining us he served from January 2003 to December 2009 as Area Manager for Jofrab Ab, a Swedish distributor of motorcycles and recreational vehicles.

TODD REPSHER: Mr. Repsher, aged 54, served as our U.S. General Manager from 2016 through December 2024, when his tenure with the Company ended. Mr. Repsher was an award-winning sales executive with over 20 years' experience in the marketing and sales of sports orientated companies in North America. Prior to joining us he was the National Sales Manager for Switzerland-based Scott Sports, Inc. from 2011 to 2013, where he managed the sale and distribution of all North American motorsports (off-road, on-road, snowmobile) apparel and accessories for Scott Sports. Prior to that, Mr. Repsher served, from 2002 to 2011, as the Outside Sales Territory Manager for California-based Fox Racing, Inc.

Stockholder Communication with the Board of Directors

Stockholders may communicate with the Board by sending a letter to our Board of Directors, c/o Corporate Secretary, 12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road, Durbanville, Western Cape, South Africa, 7550 for submission to the board or committee or to any specific director to whom the correspondence is directed. Stockholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or his designee for the sole purpose of determining whether the contents contain a message to one or more of our directors.

Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the Board will be forwarded promptly to the chairman of the Board, the appropriate committee or the specific director, as applicable.

Code of Ethics

We have adopted a written code of ethics that applies to all of our officers, directors and employees, including our principal executive officer and principal financial officer, or persons performing similar functions, a copy of which is attached as an exhibit to this report.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table Update

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services rendered in all capacities during the indicated periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽³⁾	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation Earnings ($)	Non- qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Dr. Christopher James Leatt, Chairman and Head of Research and Development⁽²⁾	2023	61,743	--	21,105	--	--	--	538,001	620,849
	2024	65,867	--	46,900	--	--	--	555,317	668,084
	2025	71,010	--	102,523	--	--	--	573,058	746,591
Sean Macdonald, President, CEO, CFO and Director	2023	342,262	62,500	26,968	--	--	--	--	431,730
	2024	367,406	50,000	70,350	--	--	--	--	487,756
	2025	399,949	70,000	153,785	--	--	--	--	623,734

Name andPrincipalPosition	Year	Salary($)	Bonus($)	StockAwards($)(3)	OptionAwards($)(1)	Non-EquityIncentivePlanCompensationEarnings($)	Non-qualifiedDeferredCompensationEarnings($)	All OtherCompensation($)	Total($)
Dr. Christopher James Leatt,Chairman and Head ofResearch andDevelopment(2)	2022	70,179	--	239,432	17,166	--	--	519,468	846,245
	2023	61,743	--	21,105	--	--	--	538,001	620,849
	2024	65,867	--	46,900	--	--	--	555,317	668,084
Sean Macdonald,President, CEO, CFOand Director	2022	350,699	140,000	352,156	25,749	--	--	--	868,604
	2023	342,262	62,500	26,968	--	--	--	--	431,730
	2024	367,406	50,000	70,350	--	--	--	--	487,756
Todd RepsherU.S. National salesmanager(4)	2022	230,700	28,500	58,036	9,904	--	--	1,985	329,125
	2023	246,000	10,500	--	--	--	--	1,550	258,050
	2024	268,483	--	--	--	--	--	101,693	370,176

1. The option awards reflect a 1-for-25 reverse split effected by the Company on September 20, 2012.

2. Also reflects compensation to Dr. Leatt in his capacity as our Research and Development consultant as discussed under the Summary of Employment Agreements heading below. Compensation received by Dr. Leatt in his role as Chairman of the Company's board of directors is separately reflected under the Compensation heading below.

3. The stock awards reflect stock awards from previous issuances that vested during the period as well as stock awards that were issued during the period.

4. Compensation to Mr. Repsher reflects amounts accrued during the 2024 period as severance payable to him in connection with his separation from the Company.

Summary of Employment Agreements

We have entered into an employment agreement, effective as of January 1, 2009, with Sean Macdonald our President, CEO and CFO, pursuant to which, as amended, we were obligated to pay him a base salary of ~~R 4~~ZAR4,~~099~~314,~~185~~392 (approximately $~~224~~230,~~222~~267) and $~~107~~113,~~991~~660 per annum. Mr. Macdonald further received a travel allowance of ~~R121~~R127,~~420~~789 (approximately, $6,~~642~~820), medical and life insurance benefits, participation in the Company's new provident fund, the right to participate in the Company's executive wellness program and he is entitled to an annual performance-based bonus at the sole discretion of the Company's Board of Directors. Effective January 1, ~~2025~~2026, ~~the~~this ~~Company~~increased ~~and Mr. Macdonald agreed~~ to ~~amend the employment agreement to increase his base salary to R4~~ZAR4,~~314~~551,~~392~~684 (approximately, $~~230~~273,~~267~~725) per annum and $~~113~~125,~~660~~0267 per annum, ~~subject to guaranteed minimum exchange rate,~~ and ~~to increase his~~ travel allowance toof ~~R127~~ZAR134,~~789~~824 (approximately, $68,~~820~~108) per annum. Mr. Macdonald may not sell any stock issued to him by the Company without prior written consent of the Board of Directors. Mr. Macdonald is also subject to the customary confidentiality covenants and South African Labor Laws which entitle Mr. Macdonald to one week's severance pay for each year of service to the Company. The agreement may be terminated by either party with six months' written notice; provided that Mr. Macdonald will be obligated to assist in the appointment and orientation of his successor during such six-month period. Mr. Macdonald may also be terminated by the Company with no notice for gross misconduct, incapacity or for breach of the employment agreement.

Prior to his departure from the Company on December 13, 2024, we were party to an employment agreement, effective as of March 3, 2014, with Todd Repsher, our former U.S. General Manager, pursuant to which, as amended, we were obligated to pay him a base salary from $246,000 per annum. Mr. Repsher's tenure with the Company ended in December 2024.47

55Dr. Christopher Leatt is compensated in his capacity as our Research and Development consultant, pursuant to our Consulting Agreement, dated November 8, 2021, with Innovation Services Limited, or Innovation, a Jersey limited company in which, Dr. Leatt is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). From July 1, 2024 through June 30, 2025, the monthly fee payable by the Company to Innovation was $47,072, and commencing July 1, 2025, this monthly fee increased to $48,437. The parties further agreed that all intellectual property generated in connection with the services provided under the consulting agreement will be the sole property of the Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, except that the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt's and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.

Dr. Christopher Leatt is compensated in his capacity as our Research and Development consultant, pursuant to our Consulting Agreement, dated November 8, 2021, with Innovation Services Limited, or Innovation, a Jersey limited company in which, Dr. Leatt is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. From January 1 through June 30, 2024, the monthly fee payable by the Company to Innovation was $45,481, and commencing July 1, 2024, this monthly fee increased to $47,072. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). The ~~parties further agreed that all intellectual property generated in connection with the services provided under the consulting agreement will be the sole property of the~~ Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, except that the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt's and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Company also simultaneously entered into a side letter agreement, dated November 8, 2021, with Dr. Leatt, pursuant to which Dr. Leatt agreed, among other things: (1) not to perform services similar to the services provided under the agreement for any current or future, direct or indirect competitor of the Company or any similar company; (2) not to solicit any current or future employees of the Company for employment with Innovation or any other entity with which he may become affiliated, or to contact or solicit any current or future stockholder or investor of the Company in connection with any matter that is not directly related to the ongoing or future business operations of the Company; and (3) that he will apprise the Company of any business opportunity that he becomes aware of that could benefit the Company so that the Company, can in its sole discretion, make a determination regarding whether to pursue such opportunity in the best interest of the Company and its stockholders. Dr. Leatt further agreed to continue dedicating a majority of his time on matters related to performance of his duties as a director of the Company and to the fulfillment of his obligations to the Company's research and development efforts under the consulting agreement, and the Company will have the right to adjust the amount of the fees payable under the consulting agreement to the extent of any substantial diminution in his fulfillment of such duties and obligations. The foregoing agreements replaced prior agreements in force from June 2018 to November 2021, among the Company, Dr. Leatt and Innovate Services Limited, a Seychelles company, beneficially owned by Dr. Leatt, that wound up operations.

Grants of Plan-Based Awards

The following table sets forth information regarding equity grants to named executive officers during the fiscal year ended December 31, ~~2024~~2025, including prior year grants that vested during the period.

Name	Grant Date	All other stock awards: Number of shares of stock or units	All other option awards: Number of securities underlying options	Exercise or base price of option awards ($/Share)	Grant date fair value of stock and option awards ($)
Dr. Christopher Leatt	12/22/2023	51,000		$9.38	$478,380
Sean Macdonald	12/22/2023	76,000		$9.38	$712,880

On December 21, 2023, the Board approved the award of 51,000 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,250 shares of Restricted Stock vested, 5,000 vested on December 22, 2024, 8,750 Restricted Stock ~~shall~~vested ~~vest~~ on December 22, 2025, 10,000 Restricted Stock ~~shall~~will vest on December 22, 2026, 12,500 Restricted Stock ~~shall~~will vest on December 22, 2027, and ~~lastly~~the remaining 12,500 Restricted Stock ~~shall~~will vest on December 22, 2028,; provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock ~~shall~~will become fully vested upon a Change of Control (as defined in the Agreement).

56On December 21, 2023, the Board approved the award of 76,000 restricted shares of the Company's common stock to Mr. Macdonald, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,875 shares of Restricted Stock vested, 7,500 vested on December 22, 2024, and 13,125 vested on December 22, 2025. Another 15,000 shares of Restricted Stock will vest on December 22, 2026, 18,750 will vest on December 22, 2027, and the remaining 18,750 shares will vest on December 22, 2028; provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock will become fully vested upon a Change of Control (as defined in the Agreement).

On December 21, 2023, the Board approved the award of 76,000 restricted shares of the Company's common stock to Mr. Macdonald, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,875 Restricted Stock vested, 7,500 vested on December 22, 2024, 13,125 Restricted Stock shall vest on December 22, 2025, 15,000 Restricted Stock shall vest on December 22, 2026, 18,750 Restricted Stock shall vest on December 22, 2027, and lastly 18,750 Restricted Stock shall vest on December 22, 2028, provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock shall become fully vested upon a Change of Control (as defined in the Agreement).48

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the equity awards outstanding at December 31, ~~2024~~2025 for each of our named executive officers.

	OPTION AWARDS
Name	Number ofsecuritiesunderlyingunexercisedoptions exercisable	Number ofsecuritiesunderlyingunexercisedoptionsunexercisable	Equityincentive planawards;number ofsecuritiesunderlyingunexercisedunearnedoptions	Optionexerciseprice($)	Optionexpirationdate
Dr. Christopher Leatt	52,000	--	--	$2.60	March 28, 2026
Dr. Christopher Leatt	52,000	--	--	$1.60	August 23, 2027
Dr. Christopher Leatt	52,000	--	--	$2.30	February 24, 2029
Jeffrey Guzy	15,000	--	--	$2.30	February 24, 2029

On March 29, 2016, the Board of Directors of the Company approved the grant to Dr. Christopher Leatt, the Company's Chairman, of a 10-year option under the Company's 2011 Plan, to purchase 52,000 shares of the Company's common stock at an exercise price of $2.60 a share, 15,600 of which immediately vested. The initial option grant to Dr. Leatt had vesting scheduled for the remaining underlying shares on December 31, 2017 (30%), March 29, 2017 (20%) and March 29, 2018 (20%), however on November 22, 2016, the Company's board of directors modified the option award to push out the vesting period in line with the Company's expected 2016 fourth quarter performance. As a result of the modification, the option will now expire on March 28, 2026 and the December 31, 2017 vesting date was eliminated. The option to purchase 15,600 of the shares vested on March 29, 2017, and the remaining options to purchase 20,800 shares vested in two equal portions on March 29, 2018 and 2019, respectively. The foregoing modification did not affect the exercise price as the fair market value of the underlying shares on the initial grant date was the same as the fair market value on the modification date. This option to purchase 52,000 shares will expire on March 28, 2026. On August 24, 2017, the Board approved a grant to Dr. Leatt of another 10-year option to purchase 52,000 shares of common stock at an exercise price of $1.60 a share under the 2011 Plan, 20,800 of which vested on December 31, 2017, 15,600 of which vested on December 31, 2018, and the remaining 15,600 of which vested on December 31, 2019. This option will expire on August 23, 2027. On February 25, 2019, the Board approved a grant to Dr. Leatt of another 10-year option to purchase 52,000 shares of common stock at an exercise price of $2.30 a share under the 2011 Plan, 15,600 (30%) of which vested on February 25, 2019, another 10,400 of which vested on February 25, 2020, another 10,400 of which vested on February 25, 2021, and the remaining 15,600 (30%) shares vested on February 25, 2022. This option to purchase 52,000 shares will expire on February 24, 2029.

On February 25, 2019, the Board approved a grant to Mr. Repsher of a 10-year option to purchase 30,000 shares of common stock at an exercise price of $2.30 a share under the 2011 Plan, 9,000 (30%) of which vested on February 25, 2019, another 6,000 of which vested on February 25, 2020, and another 6,000 of which vested on February 25, 2021. The remaining 9,000 (30%) shares vested on February 25, 2022. This option to purchase 30,000 shares was cancelled in December 2024, following Mr. Repsher's departure from the Company.

Option Exercises and Stock Vested

Except as set forth below, no named executive officers exercised stock options, stock appreciation rights or similar instruments or had vesting stock during the fiscal year ended December 31, ~~2024~~2025.

On ~~December~~March 2129, ~~2023~~2016, the Board of Directors of the Company approved the ~~award~~grant to Dr. Leatt, of 51a 10-year option under the Company's 2011 Plan,~~000~~ ~~restricted~~to purchase 52,000 shares of the Company's common stock toat Dran exercise price of $2.60 ~~Leatt~~a share, ~~pursuant~~15,600 of which immediately vested. The initial option grant to aDr. ~~Restricted~~Leatt ~~Stock~~had ~~Award~~vesting ~~Agreement,~~scheduled ~~under~~for the ~~Company's~~remaining ~~2011~~underlying ~~Plan.~~shares Onon December 2231, ~~2023~~2017 (30%), 2March 29,~~250~~ ~~Restricted~~2017 ~~Stock~~(20%) ~~vested~~and March 29, 52018 (20%),~~000~~ ~~vested~~however on ~~December~~November 22, ~~2024~~2016, ~~8,750~~the ~~Restricted~~Company's ~~Stock~~board ~~shall~~of ~~vest~~directors onmodified ~~December~~the ~~22,~~option ~~2025,~~award 10to push out the vesting period in line with the Company's expected 2016 fourth quarter performance. As a result of the modification,~~000~~ ~~Restricted~~the ~~Stock~~option ~~shall~~will ~~vest~~now expire on ~~December~~March 2228, 2026 and the December 31, 122017 vesting date was eliminated. The option to purchase 15,~~500~~600 ~~Restricted~~of ~~Stock~~the ~~shall~~shares ~~vest~~vested on ~~December~~March 2229, ~~2027~~2017, and ~~lastly~~the 12remaining options to purchase 20,~~500~~800 ~~Restricted~~shares ~~Stock~~vested ~~shall~~in ~~vest~~two equal portions on ~~December~~March 2229, ~~2028,~~2018 ~~provided,~~and ~~however~~2019, ~~that~~respectively. ~~one~~The ~~hundred~~foregoing ~~percent~~modification ~~(100%)~~did ofnot ~~Grantee's~~affect ~~nonvested~~the ~~Restricted~~exercise ~~Stock~~price ~~shall~~as ~~become~~the ~~fully~~fair ~~vested~~market ~~upon~~value aof ~~Change~~the ofunderlying ~~Control~~shares (on the initial grant date was the same as ~~defined~~the infair market value on the ~~Agreement)~~modification date. Dr. Leatt exercised his option to purchase 52,000 shares on December 15, 2025.

On December 21, 2023, the Board approved the award of 7651,000 restricted shares of the Company's common stock to MrDr. ~~Macdonald~~Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,~~875~~250 Restricted Stock vested, 75,~~500~~000 vested on December 22, 2024, 138,~~125~~750 Restricted Stock ~~shall~~vested ~~vest~~ on December 22, 2025, 1510,000 Restricted Stock shall vest on December 22, 2026, 1812,~~750~~500 Restricted Stock shall vest on December 22, 2027, and lastly 1812,~~750~~500 Restricted Stock shall vest on December 22, 2028, provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock shall become fully vested upon a Change of Control (as defined in the Agreement).

On December 21, 2023, the Board approved the award of 76,000 restricted shares of the Company's common stock to Mr. Macdonald, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,875 Restricted Stock vested, 7,500 vested on December 22, 2024, 13,125 Restricted Stock vested on December 22, 2025, 15,000 Restricted Stock shall vest on December 22, 2026, 18,750 Restricted Stock shall vest on December 22, 2027, and lastly 18,750 Restricted Stock shall vest on December 22, 2028, provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock shall become fully vested upon a Change of Control (as defined in the Agreement).

Pension Benefits

The Company and its U.S. employees participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code (IRC). None of the named executive officers received or held benefits under a defined pension benefit plan and the Company did not maintain a defined pension benefit plan during the fiscal year ended December 31, ~~2024~~2025.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 31, ~~2024~~2025.

Potential Payments upon Termination or Change in Control

Our named executive officers are not entitled to severance payments or other benefit upon the termination of their employment agreements or following a change in control.

Compensation of Directors

The following table sets forth the total director compensation earned by our directors during our fiscal year ended December 31, ~~2024~~2025:

Name	Fees earned orpaid in cash($)	~~Fees~~Stock ~~earned~~awards($)	Option awards ($)	All othercompensation($)	~~Stock~~Total ($)	~~Option~~	~~All other~~	~~Total~~
		or			awards	awards	compensation	($)
Dr. Christopher James Leatt	71,010	82,075	-	-	153,085
		paid in cash			($)	($)	($)
Jeffrey J. Guzy	25,536	-	-	-	25,536
		($)
Sean Macdonald	20,383	123,113	-	-	143,496
Dr. Christopher James Leatt		65,867			46,900	-	-	112,767
Jeffrey J. Guzy		24,816			-	-	-	24,816
Sean Macdonald		19,237			70,350	-	-	89,587

Narrative to Director Compensation Table

During the ~~2024~~2025 calendar year, we paid Jeff Guzy and Sean Macdonald $2,~~068~~128 and $1,~~599~~683 per month, respectively, for their services as directors. Effective January 1, ~~2025~~2026, Jeff Guzy and Sean Macdonald's compensation increased to $2,~~128~~185 and $1,~~683~~776 per month, respectively for their services. In the future, we may adopt a policy of paying independent directors a fee for their attendance at board and committee meetings. We also reimburse our directors for reasonable travel expenses related to their duties as our directors.

On July 8, 2015, the Company entered into a Director Agreement with Board Chairman, Dr. Christopher Leatt, pursuant to which, as amended, in addition to his duties with the Company's Research and Development department, Dr. Leatt agreed to devote as much time as is necessary to perform the duties of a director of the Company, including duties as a member of any committees that he may be appointed to by the Board of Directors, including but not limited to assisting the Company with the development of business and new business strategies relating to the objectives of the Company, participation in the Company's investor relations activities, including road shows and shareholder communication activities, and participation in corporate strategy decisions of the Company. During the ~~2024~~2025 calendar year, we paid Dr. Leatt a base fee of ~~ZAR100~~ZAR105,~~225~~487(approximately, $6,344) per month as compensation for his services, approved expenses for travel, medical and life insurance benefits and participation in the Company's Senior Executive Wellness Program, and the Company has agreed to indemnify him to the full extent allowed by law except where such indemnification is prohibited due to intentional misconduct, fraud or knowing violation of law. Effective January 1, ~~2025~~2026, Dr. Leatt's base fee increased to ~~ZAR105~~ZAR 111,~~487~~289(approximately, $6,693) per month, and remainder of the compensation remained the same. Either party may terminate the Director Agreement at any time upon six months' written notice unless he resigns from his position or is removed by shareholders of the Company prior to such termination.

On March 29, 2016, the Board of Directors of the Company approved the grant to Dr. Leatt, of a 10-year option under the Company's 2011 Plan, to purchase 52,000 shares of the Company's common stock at an exercise price of $2.60 a share, 15,600 of which immediately vested. The initial option grant to Dr. Leatt had vesting scheduled for the remaining underlying shares on December 31, 2017 (30%), March 29, 2017 (20%) and March 29, 2018 (20%), however on November 22, 2016, the Company's board of directors modified the option award to push out the vesting period in line with the Company's expected 2016 fourth quarter performance. As a result of the modification, the option will now expire on March 28, 2026 and the December 31, 2017 vesting date was eliminated. The option to purchase 15,600 of the shares vested on March 29, 2017, and the remaining options to purchase 20,800 shares vested in two equal portions on March 29, 2018 and 2019, respectively. The foregoing modification did not affect the exercise price as the fair market value of the underlying shares on the initial grant date was the same as the fair market value on the modification date. This option to purchase 52,000 shares will expire on March 28, 2026. On August 24, 2017, the Board approved a grant to Dr. Leatt of another 10-year option to purchase 52,000 shares of common stock at an exercise price of $1.60 a share under the 2011 Plan, 20,800 of which vested on December 31, 2017, 15,600 of which vested on December 31, 2018, and the remaining 15,600 of which vested on December 31, 2019. This option to purchase 52,000 shares will expire on August 23, 2027. On February 25, 2019, the Board approved a grant to Dr. Leatt of another 10-year option to purchase 52,000 shares of common stock at an exercise price of $2.30 a share under the 2011 Plan, 15,600 (30%) of which vested on February 25, 2019, another 10,400 of which vested on February 25, 2020, and another 10,400 of which vested on February 25, 2021. The remaining 15,600 (30%) shares vested February 25, 2022. This option to purchase 52,000 shares will expire on February 24, 2029. On December 29, 2020, the Company's Board approved the award of 8,000 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. Sixty percent (4,800 shares) of the restricted stock vested immediately, on the date of the award, twenty percent (1,600 shares) vested on December 29, 2021, and the remaining 20% (1,600 shares) vested on December 29, 2022. On December 22, 2021, the Company's Board approved the award of 8,500 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan, sixty percent (5,100 shares) of which vested on December 31, 2021, and the remaining 40% (3,400 shares) of which vested in equal parts on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022. On December 20, 2022, the Board approved the award of 6,800 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan, all of which vested on December 31, 2022. On December 21, 2023, the Board approved the award of 51,000 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,250 Restricted Stock vested, 5,000 vested on December 22, 2024, 8,750 Restricted Stock shall vest on December 22, 2025, 10,000 Restricted Stock shall vest on December 22, 2026, 12,500 Restricted Stock shall vest on December 22, 2027, and lastly 12,500 Restricted Stock shall vest on December 22, 2028, provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock shall become fully vested upon a Change of Control (as defined in the Agreement).50

59On March 29, 2016, the Board of Directors of the Company approved the grant to Dr. Leatt, of a 10-year option under the Company's 2011 Plan, to purchase 52,000 shares of the Company's common stock at an exercise price of $2.60 a share, 15,600 of which immediately vested. The initial option grant to Dr. Leatt had vesting scheduled for the remaining underlying shares on December 31, 2017 (30%), March 29, 2017 (20%) and March 29, 2018 (20%), however on November 22, 2016, the Company's board of directors modified the option award to push out the vesting period in line with the Company's expected 2016 fourth quarter performance. As a result of the modification, the option will now expire on March 28, 2026 and the December 31, 2017 vesting date was eliminated. The option to purchase 15,600 of the shares vested on March 29, 2017, and the remaining options to purchase 20,800 shares vested in two equal portions on March 29, 2018 and 2019, respectively. The foregoing modification did not affect the exercise price as the fair market value of the underlying shares on the initial grant date was the same as the fair market value on the modification date. Dr. Leatt exercised his option to purchase 52,000 shares on December 15, 2025. On August 24, 2017, the Board approved a grant to Dr. Leatt of another 10- year option to purchase 52,000 shares of common stock at an exercise price of $1.60 a share under the 2011 Plan, 20,800 of which vested on December 31, 2017, 15,600 of which vested on December 31, 2018, and the remaining 15,600 of which vested on December 31, 2019. This option to purchase 52,000 shares will expire on August 23, 2027. On February 25, 2019, the Board approved a grant to Dr. Leatt of another 10-year option to purchase 52,000 shares of common stock at an exercise price of $2.30 a share under the 2011 Plan, 15,600 (30%) of which vested on February 25, 2019, another 10,400 of which vested on February 25, 2020, and another 10,400 of which vested on February 25, 2021. The remaining 15,600 (30%) shares vested February 25, 2022. This option to purchase 52,000 shares will expire on February 24, 2029. On December 29, 2020, the Company's Board approved the award of 8,000 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. Sixty percent (4,800 shares) of the restricted stock vested immediately, on the date of the award, twenty percent (1,600 shares) vested on December 29, 2021, and the remaining 20% (1,600 shares) vested on December 29, 2022. On December 22, 2021, the Company's Board approved the award of 8,500 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan, sixty percent (5,100 shares) of which vested on December 31, 2021, and the remaining 40% (3,400 shares) of which vested in equal parts on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022. On December 20, 2022, the Board approved the award of 6,800 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan, all of which vested on December 31, 2022. On December 21, 2023, the Board approved the award of 51,000 restricted shares of the Company's common stock to Dr. Leatt, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,250 Restricted Stock vested, 5,000 vested on December 22, 2024, 8,750 Restricted Stock vested on December 22, 2025, 10,000 Restricted Stock shall vest on December 22, 2026, 12,500 Restricted Stock shall vest on December 22, 2027, and lastly 12,500 Restricted Stock shall vest on December 22, 2028, provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock shall become fully vested upon a Change of Control (as defined in the Agreement).

On February 25, 2019, the Board approved a grant to Mr. Guzy of another 10-year option to purchase 15,000 shares of common stock at an exercise price of $2.30 a share under the 2011 Plan, 30% or 4,500 of which vested February 25, 2019. Options to purchase another 20% or 3,000 shares, vested on February 25, 2020,; options to purchase another 20% or 3,000 shares, vested on February 25, 2021, and options to purchase the remaining 30% or 4,500 shares vested on February 25, 2022. This option to purchase 15,000 shares will expire on February 24, 2029. On December 21, 2023, the Board approved the award of 1,000 restricted shares of the Company's common stock to Mr. Guzy, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan, all of which vested on December 22, 2023.

On December 21, 2023, the Board approved the award of 76,000 restricted shares of the Company's common stock to Mr. Macdonald, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Plan. On December 22, 2023, 2,875 Restricted Stock vested, 7,500 vested on December 22, 2024, 13,125 Restricted Stock ~~shall~~vested ~~vest~~ on December 22, 2025, 15,000 Restricted Stock shall vest on December 22, 2026, 18,750 Restricted Stock shall vest on December 22, 2027, and lastly 18,750 Restricted Stock shall vest on December 22, 2028, provided, however, that one hundred percent (100%) of Grantee's nonvested Restricted Stock shall become fully vested upon a Change of Control (as defined in the Agreement).

Limitation of Liability and Indemnification

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director's or officer's acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

6051

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that:

• The Company shall indemnify its directors to the fullest extent permitted by the NRS and may, if and to the extent authorized by the board of directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense, or other matter whatsoever.

• The Company may, at the discretion of the board of directors', purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Other than as disclosed herein, there is no pending litigation or proceeding involving any of our directors or executive officers to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 1810, ~~2025~~2026, the stock ownership of (i) each of our executive officers and directors, (i) of all our executive officers and directors as a group, and (iii) of each person known by us to be a beneficial owner of 5% or more of our common stock. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power of such shares. No person listed below has any option, warrant or other right to acquire additional securities of the Company, except as may be otherwise noted. Unless otherwise specified, the address of each of the persons set forth below is in care of Leatt Corporation, 12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road, Durbanville, Western Cape, South Africa, 7550.

6152

Title of Class		~~Name & Address ofBeneficial Owner~~	~~Office,If Any~~	~~Amount and Natureof Beneficial Ownership (2)~~	~~Percentof Class (3)~~
CommonStock, $0.001par value	Class AVoting Convertible PreferredStock, $0.001 par value(1)	Name & AddressofBeneficial Owner	Office,If Any	Amount and Natureof Beneficial Ownership (2)	Percentof Class (3)
Officers and Directors
X	--	Dr. Christopher J. Leatt (4)	Founder, Innovation Officer and Chairman	2,~~016~~012,~~164~~853	31.6372%
-	X		Chairman	96,000	80.00%
--	X	--	--	96,000	80.00%
X	--	Jeffrey J. Guzy(5)	Director	71,717	1.15%
-	-	Sean Macdonald(6)	Chief Executive Officer, President and Director	298,184	4.80%
--	--	Sean Macdonald(6)	Chief Executive Officer, President and Director	312,809	5.01%
X	--	All ~~officersand~~officers and directors asa group (persons named above)	--	2,~~386~~397,~~065~~379	37.3569%
-	X			96,000	80.00%
--	X	--	--	96,000	80.00%
5% Shareholders
-	X	Jean-Pierre De Villiers		24,000	20.00%
--	X	Jean-Pierre De Villiers		24,000	20.00%
X		Astoria Investments Ltd		527,762	8.0046%
X		Mr. Gelband(7)		316,645	5.1007%

(1)	The Preferred Stock votes with the Common Stock at a vote of 100-for-one, subject to adjustments resulting from any future stock splits. The Preferred Stock has priority over the Common Stock in any liquidation preferences but no dividend rights (except as may be declared by the Board). The Common Stock has dividend rights in respect of any dividend distributions when and if declared and paid by the Company. The Common Stock has a claim to any liquidation distribution, subject to the priority claim of the Preferred Stock. No dividends have been paid to date on any securities. There are no other classes of equity securities authorized and issued.
(2)	Beneficial Ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission or "SEC" and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.
(3)	As of the date of this report and after giving effect to the Company's 1-for-25 reverse stock split effected on September 20, 2012 (the "Reverse Split"), the Company has 28,000,000 shares of common stock authorized with 6,~~217~~237,~~550~~561 shares issued and outstanding, and 1,120,000 shares of Preferred Stock authorized with 120,000 shares issued and outstanding. For each Beneficial Owner above, any options exercisable or restricted shares vesting within 60 days have been included in the denominator.
(4)	Represents (a) 1,~~855~~903,~~157~~846 shares of common stock directly held by Dr. Leatt and 5,007 shares of common stock held by members of his immediate family, (b) a vested option to purchase 52,000 shares of common stock at $~~2.60 per share which expires on March 28, 2026, (c) a vested option to purchase 52,000 shares of common stock at $~~1.60 per share which will expire on August 23, 2027, (dc) a vested option to purchase 52,000 shares of common stock at $2.30 per share which will expire on February 24, 2029.
(5)	Represents (a) 56,717 shares of common stock directly held by Mr. Guzy, and (b) a vested option to purchase 15,000 shares of common stock at $2.30 per share which will expire on February 24, 2029.
(6)	Represents 312,809 shares of common stock directly held by Mr. Macdonald.
(7)	Represents 316,645 shares of the Company's common stock, beneficially owned or controlled by Mr. Gelband, 277,643 of which are held by Warren Street Capital Management LP, and the remainder of which are held directly by Mr. Gelband and his spouse and children.

6253

(5)	Represents (a) 56,717 shares of common stock directly held by Mr. Guzy, and (b) a vested option to purchase 15,000 shares of common stock at $2.30 per share which will expire on February 24, 2029.
(6)	Represents (a) 298,184 shares of common stock directly held by Mr. Macdonald.
(7)	Represents 316,645 shares of the Company's common stock, beneficially owned or controlled by Mr. Gelband, 277,643 of which are held by Warren Street Capital Management LP, and the remainder of which are held directly by Mr. Gelband and his spouse and children.

Changes in Control

We do not currently have any arrangements which if consummated, may result in a change of control of our Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons

The following includes a summary of transactions since the beginning of the last fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds $120,000, and in which any related person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation"). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length transactions.

On March 1, 2006, the Company entered into a Licensing Agreement with Xceed Holdings (formerly, Leatt Brace Holdings), a South African company that is controlled by Dr. Leatt, the Company's Chairman, and by Mr. De Villiers until his resignation on August 29, 2006. Under the terms of the Licensing Agreement, we are obligated to pay Xceed Holdings 4% of neck brace sales revenue billed and received by us, on a quarterly basis, based on sales of the previous quarter. During the years ended December 31, ~~2024~~2025, and ~~2023~~2024, the Company paid an aggregate of $~~106~~113,~~679~~740 and $~~124~~106,~~061~~679, in licensing fees to Xceed Holdings. In addition, pursuant to a separate license agreement between ~~us and~~ Mr. De Villiers and us, the Company is obligated to pay a royalty fee of 1% of all our billed and received neck brace sales revenue, in quarterly installments, based on sales of the previous quarter, to a trust that is beneficially owned and controlled by Mr. De Villiers. Royalties paid to Mr. De Villiers totaled $2628,~~670~~435 and $3126,~~015~~670 for the years ended December 31, ~~2024~~2025, and ~~2023~~2024, respectively.

63On November 8, 2021, the Company entered into a consulting agreement with Innovation Services Limited, a Jersey limited company in which, Dr. Christopher Leatt, the Company's founder and chairman, is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. The monthly fee payable by the Company to Innovation during the year ended December 31, 2025 was $48,437. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). The parties further agreed that all intellectual property generated in connection with the services provided under the consulting agreement will be the sole property of the Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, except that the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt's and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.

OnIn November 8, 2021, the Company entered into a consulting agreement with Innovation Services Limited, a Jersey limited company in which, Dr. Christopher Leatt, the Company's founder and chairman, is an indirect beneficiary. Pursuant to the terms of the agreement, Innovation has agreed to serve as the Company's exclusive research, development and marketing consultant, in exchange for a monthly fee; provided, however, that Dr. Leatt must remain an Innovation director and beneficiary of a majority of its ownership interests during the term of the agreement, and Dr. Leatt must remain the Company's primary point of contact responsible for the oversight, review and delivery of the services to be performed by Innovation under the agreement. From January 1 through June 30, 2024, the monthly fee payable by the Company to Innovation was $45,481, commencing July 1, 2024, this monthly fee increased to $47,072. Innovation may increase its monthly fees, on an annual basis on written notice to the Company, by no greater than the lesser of: (a) five percent (5%) of the prior year's annualized fee; or (b) a percentage equal to then-applicable annual percentage increase in the Consumer Price Index (CPI) published by the United States Department of Labor's bureau of labor statistics, plus one-half percent (0.5%). The parties further agreed that all intellectual property generated in connection with the ~~services provided under the~~ consulting agreement will be the sole property of the Company. The term of the Consulting Agreement will continue unless terminated by either party in accordance with its terms. Either party may terminate the Consulting Agreement upon 6 months' prior written notice, ~~except that~~ the Company may immediately terminate it without notice if the services to be performed by Innovation cease to be performed by Dr. Leatt, if beneficial ownership in Innovation by Dr. Leatt's and his immediate family members decreases, or for any other material breach of the agreement. The parties have agreed to settle any dispute under the Consulting Agreement by submission to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Company also simultaneously entered into a side letter agreement, dated November 8, 2021, with Dr. Leatt, pursuant to which Dr. Leatt agreed, among other things: (1) not to perform services similar to the services provided under the agreement for any current or future, direct or indirect competitor of the Company or any similar company; (2) not to solicit any current or future employees of the Company for employment with Innovation or any other entity with which he may become affiliated, or to contact or solicit any current or future stockholder or investor of the Company in connection with any matter that is not directly related to the ongoing or future business operations of the Company; and (3) that he will apprise the Company of any business opportunity that he becomes aware of that could benefit the Company so that the Company, can in its sole discretion, make a determination regarding whether to pursue such opportunity in the best interest of the Company and its stockholders. Dr. Leatt further agreed to continue dedicating a majority of his time on matters related to performance of his duties as a director of the Company and to the fulfillment of his obligations to the Company's research and development efforts under the consulting agreement, and the Company will have the right to adjust the amount of the fees payable under the consulting agreement to the extent of any substantial diminution in his fulfillment of such duties and obligations. The foregoing agreements replaced prior agreements in force from June 2018 to November 2021, among the Company, Dr. Leatt and Innovate Services Limited, a Seychelles company, beneficially owned by Dr. Leatt, that wound up operations. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recognized an aggregate of $~~555~~573,~~317~~058 and $~~538~~555,~~001~~317, respectively, in consulting fees to Innovation.

Except as set forth in our discussion above, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

As we increase the size of our board of directors to include additional independent directors, we expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of "related-persons transactions." For purposes of our policy only, a "related-person transaction" will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any "related person" are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our board of directors) for consideration and approval or ratification. Management's presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-person transactions, our board of directors will take into account the relevant available facts and circumstances including, but not limited to:

• the risks, costs and benefits to us;

• the impact on a director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the terms of the transaction;

• the availability of other sources for comparable services or products; and

• the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

We also expect that the policy will require any interested director to excuse himself from deliberations and approval of the transaction in which the interested director is involved.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Director Independence

Our Board of Directors has determined that our director, Mr. Jeffrey Guzy, is an independent director, as the term "independent" is defined by the rules of the Nasdaq Stock Market.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Independent Auditors' Fees

The following is a summary of the fees billed to the Company for professional services rendered for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024:

		Year Ended December 31,
		2024		2023
		2025		2024
Audit Fees	$	~~211~~256,000	$	~~225~~211,~~500~~000
Audit-Related Fees		2730,~~684~~000		2427,~~000~~684
Tax Fees		2022,~~629~~119		1720,~~690~~629
Other fees		~~1,097~~-		721,097
TOTAL	$	~~260~~308,~~410~~119	$	~~267~~260,~~262~~410

"Audit Fees" consisted of fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K and 10-Qs, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

"Audit-Related Fees" consisted of fees billed for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned "Audit Fees" above.

"Tax Fees" consisted of fees billed for professional services rendered by the principal accountant for tax returns preparation.

"All Other Fees" consisted of fees billed for products and services provided by the principal accountant, other than the services reported above under other captions of this Item 14.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our board of directors to ~~assure~~ensure that such services do not impair the auditors' independence from us. In accordance with its policies and procedures, our board of directors pre-approved the audit and non-audit services performed by Fitzgerald & Co, CPAs, P.C. for our financial statements as of and for the year ended December 31, ~~2024~~2025.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements and Schedules

The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

Exhibit	Exhibit Title
Number
2.1	Settlement Agreement, dated as of September 25, 2008, between Leatt Corp., Christopher J. Leatt and J. P. De Villiers
2.2	Amendment No. 1 to Settlement Agreement, dated February 4, 2010, between Leatt Corp., Christopher J. Leatt and Jean- Pierre De Villiers
3.1	Amended and Restated Articles of Incorporation, as filed with the Secretary of State of Nevada on October 28, 2008
3.2	Amended and Restated Bylaws, adopted on October 28, 2008
4.1	Certificate of Designation of Series A Voting Convertible Preferred Stock, as filed with the Secretary of State of Nevada on October 29, 2008
4.2	Leatt Corp. Amended and Restated 2011 Equity Incentive Plan as amended
4.3	Stock Option Agreement, dated March 29, 2016, between Leatt Corp. and Dr. Christopher Leatt
4.7	Stock Option Agreement, dated February 25, 2019, between Leatt Corp. and Jeffrey Guzy.
4.9	Stock Option Agreement, dated August 24, 2017, between Leatt Corp. and Dr. Christopher Leatt
4.12	Stock Option Agreement, dated February 25, 2019, between Leatt Corp. and Dr. Christopher Leatt
4.14	Stock Option Agreement, dated February 25, 2019, between Leatt Corp. and Todd Repsher
4.30*	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Erik Olsson
4.31*	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Jeffrey Guzy
4.32*	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Sean Macdonald
4.33*	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Dr. Christopher Leatt
10.1	Consulting Agreement, dated November 8, 2021, between Innovation Services Limited and Leatt Corporation (as amended)
10.2	Side Letter Agreement, dated November 8, 2021, between Leatt Corporation and Dr. Christopher Leatt
10.3*	2024-2025 Leatt Corporation General Business Terms and Conditions, effective November 19, 2024
10.4*	Lease Agreement, dated February 24, 2022, between Leatt Corp. and Montprop Beleggings (Pty) Ltd (as amended)

66Exhibit List

10.5*	Lease Agreement, dated February 20, 2025, between Leatt Corp. and Montprop Beleggings (Pty) Ltd Addendum for Unit 8
10.6*	Lease Agreement, dated February 20,2025, between Leatt Corp. and Montprop Beleggings (Pty) Ltd Addendum for Unit 9
10.7*	Lease Agreement, dated February 18, 2025, between Leatt Corp. and FC Rust Theron Incorporated.
10.8	Lease Agreement, dated February 18, 2025, between Two Eleven Distribution, LLC, and CP Logistics NVCC IV, LLC.
10.9*	Second Amended and Restated Employment Agreement, effective as of January 1, 2022, between Leatt Corp. and Sean Macdonald (as amended)
10.10*	Director Agreement, dated July 8, 2015, between Leatt Corporation and Dr. Christopher Leatt (as amended)
10.11*	Director Agreement, dated June 29, 2017, between Leatt Corporation and Sean Macdonald (as amended)
10.12*	Director Agreement, dated January 1, 2017, between Leatt Corporation and Jeffrey Guzy (as amended)
14.1	Code of Ethics
21	List of Subsidiaries
31.1*	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The list of exhibits included in the attached Exhibit Index is hereby incorporated herein by reference.

Exhibit	Exhibit Title
Number
2.1	Settlement Agreement, dated as of September 25, 2008, between Leatt Corp., Christopher J. Leatt and J. P. De Villiers
2.2	Amendment No. 1 to Settlement Agreement, dated February 4, 2010, between Leatt Corp., Christopher J. Leatt and Jean- Pierre De Villiers
3.1	Amended and Restated Articles of Incorporation, as filed with the Secretary of State of Nevada on October 28, 2008
3.2	Amended and Restated Bylaws, adopted on October 28, 2008
4.1	Certificate of Designation of Series A Voting Convertible Preferred Stock, as filed with the Secretary of State of Nevada on October 29, 2008
4.2	Leatt Corp. Amended and Restated 2011 Equity Incentive Plan as amended
4.7	Stock Option Agreement, dated February 25, 2019, between Leatt Corp. and Jeffrey Guzy.
4.9	Stock Option Agreement, dated August 24, 2017, between Leatt Corp. and Dr. Christopher Leatt
4.12	Stock Option Agreement, dated February 25, 2019, between Leatt Corp. and Dr. Christopher Leatt
4.14	Stock Option Agreement, dated February 25, 2019, between Leatt Corp. and Todd Repsher
4.30	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Erik Olsson
4.31	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Jeffrey Guzy
4.32	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Sean Macdonald
4.33	Restricted Stock Award Agreement, dated December 22, 2023, between Leatt Corp. and Dr. Christopher Leatt
4.34*	Restricted Stock Award Agreement, dated February 24, 2026, between Leatt Corp. and Erik Olsson
4.35*	Restricted Stock Award Agreement, dated February 24, 2026, between Leatt Corp. and Sean Macdonald
4.36*	Restricted Stock Award Agreement, dated February 24, 2026, between Leatt Corp. and Dr. Christopher Leatt
10.1	Consulting Agreement, dated November 8, 2021, between Innovation Services Limited and Leatt Corporation (as amended)
10.2	Side Letter Agreement, dated November 8, 2021, between Leatt Corporation and Dr. Christopher Leatt
10.3*	2026-2027 Leatt Corporation General Distributor Terms and Conditions, effective February 15, 2026
10.4	Lease Agreement, dated February 24, 2022, between Leatt Corp. and Montprop Beleggings (Pty) Ltd (as amended)
10.5	Lease Agreement, dated February 20, 2025, between Leatt Corp. and Montprop Beleggings (Pty) Ltd Addendum for Unit 8
10.6	Lease Agreement, dated February 20, 2025, between Leatt Corp. and Montprop Beleggings (Pty) Ltd Addendum for Unit 9
10.8	Lease Agreement, dated February 18, 2025, between Two Eleven Distribution, LLC, and CP Logistics NVCC IV, LLC.
10.9*	Second Amended and Restated Employment Agreement, effective as of January 1, 2022, between Leatt Corp. and Sean Macdonald (as amended)
10.10*	Director Agreement, dated July 8, 2015, between Leatt Corporation and Dr. Christopher Leatt (as amended)
10.11*	Director Agreement, dated June 29, 2017, between Leatt Corporation and Sean Macdonald (as amended)
10.12*	Director Agreement, dated January 1, 2017, between Leatt Corporation and Jeffrey Guzy (as amended)
14.1	Code of Ethics
21	List of Subsidiaries
31.1*	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

101**	Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS**	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________________

31.2*	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS**	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________

* Filed herewith

** Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Annual Report on Form 10-K for the period ended December 31, ~~2024~~2025 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets at December 31, ~~2024~~2025 and ~~2023~~2024; (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, ~~2024~~2025 and ~~2023~~2024; (iii) Consolidated Statements of Changes in Shareholders' Equity as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024; and (vi) Notes to Consolidated Financial Statements. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

6858

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 2824, ~~2025~~2026

	LEATT CORPORATION

	By: /s/ Sean Macdonald
	Sean Macdonald, Chief Executive
	Officer and Chief Financial Officer
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Sean Macdonald	Chief Executive Officer, Chief	March 2824, ~~2025~~2026
Sean Macdonald	Financial Officer and Director
	(Principal Executive Officer)
/s/ Dr. Christopher J. Leatt	Chairman	March 2824, ~~2025~~2026
Dr. Christopher J. Leatt
/s/ Jeffrey J. Guzy	Director	March 2824, ~~2025~~2026
Jeffrey J. Guzy

6959

LEATT CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

LEATT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

CONTENTS	PAGE
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements:
Consolidated Balance Sheets	~~F-3~~4
Consolidated Statements of Operations and Comprehensive Income (Loss)	~~F-4~~5
Consolidated Statements of Changes in Stockholders' Equity	~~F-5~~6
Consolidated Statements of Cash Flows	~~F-6~~7
Notes to Consolidated Financial Statements	F-78-F-2223

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Leatt Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~LEATT~~Leatt ~~CORPORATION~~Corporation (the Company) as of December 31, ~~2024 and 2023~~2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows for ~~each of~~ the ~~years in the two-year~~ period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the financial statements). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the ~~consolidated~~ results of its operations and its cash flows for ~~each of~~ the ~~years in the two-year~~ period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Leatt Corporation, as of December 31, 2024, were audited by other auditors whose report dated March 28, 2025, expressed an unqualified opinion.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue

The Company recognizes revenue upon the transfer of control of promised goods to the customer upon delivery in an amount that reflects the consideration the Company expects to receive in exchange for the products.

Auditing the recognition of revenue involves significant challenge due to the inherent risk of revenue recognition. M&K tested a sample of point-of-sale transactions that involves verifying the recognition of revenue under FOB shipping terms the flow of funds related to their product sales.

To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management's assessment relationship to the relevant agreements and management's disclosure in the financial statements.

/s/ M&K CPAS, PLLC

We have served as the Company's auditor since 2025.

The Woodlands, TX

March 24, 2026

2738

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Leatt Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of LEATT CORPORATION (the Company) as of December 31, 2024, and the related consolidated statement of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2008.

Vienna, ~~VirginiaMarch 28, 2025~~ Virginia

~~PCAOB: 58~~March 28, 2025

8150 Leesburg Pike • Suite 500 • Vienna, VA 22182Phone: 703.847.4600 • Fax: 703.356.4821 • Email: fc@fcocpas.~~com~~oom • Website: http://www.fcocpas.~~com Members~~comMembers of: American Institute of Certified Public Accountants PCPS/CAQ • Virginia Society of Certified Public ~~AccountantsMGI~~AccountantsCPA ~~Association~~Associates International, anInc., ~~international~~a ~~association~~consortium of independent CPA firms with members in Principal U.S. and International Cities

F-2

LEATT CORPORATION

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 and 2023

ASSETS
		December 31, 2024			December 31, 2023
		Audited			Audited
Current Assets
Cash and cash equivalents	$	12,368,100		$	11,347,420
Accounts receivable, net		6,409,610			6,970,322
Inventory, net		17,988,737			20,391,873
Payments in advance		870,920			664,754
Deferred asset, net		-			9,601
Income tax receivable		526,498			623,081
Prepaid expenses and other current assets		3,003,173			2,297,934
Total current assets		41,167,038			42,304,985
Property and equipment, net		4,000,225			4,026,821
Operating lease right-of-use assets, net		552,970			845,209
Accounts receivable, net		56,391			309,947
Deferred tax asset, net		675,000			84,200
Other Assets
Deposits		37,322			36,210
Total Assets	$	46,488,946		$	47,607,372
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	6,906,939		$	5,202,368
Notes payable, current		28,722			112,858
Operating lease liabilities, current		251,946			299,432
Short term loan, net of finance charges		733,794			1,135,761
Total current liabilities		7,921,401			6,750,419
Notes payable, net of current portion		1,804			30,652
Operating lease liabilities, net of current portion		301,024			545,777
Commitments and contingencies
Preferred stock, $.001 par value, 1,120,000 shares authorized, 120,000 shares issued and outstanding		3,000			3,000
Common stock, $.001 par value, 28,000,000 shares authorized, 6,217,550 and 6,215,440 shares issued and outstanding		130,555			130,553
Additional paid - in capital		10,988,316			10,745,384
Accumulated other comprehensive loss		(1,452,335	)		(1,398,258	)
Retained earnings		28,595,181			30,799,845
Total stockholders' equity		38,264,717			40,280,524
Total Liabilities and Stockholders' Equity	$	46,488,946		$	47,607,372

The accompanying notes are an integral part of these consolidated financial statements.

F-3

LEATT CORPORATION CONSOLIDATED BALANCE SHEETS As of December 31, 2025 and 2024

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

ASSETS
		December 31, 2025			December 31, 2024
Current Assets
Cash and cash equivalents	$	12,988,111		$	12,368,100
Restricted cash		244,936			-
Accounts receivable, net		7,904,885			6,409,610
Inventory, net		20,897,693			17,988,737
Payments in advance		1,197,284			870,920
Income tax receivable		734,193			526,498
Prepaid expenses and other current assets		3,634,255			3,003,173
Total current assets		47,601,357			41,167,038

Property and equipment, net		3,660,704			4,000,225
Operating lease right-of-use assets, net		342,413			552,970
Accounts receivable, net		-			56,391
Deferred tax asset, net		396,294			675,000

Other Assets
Deposits		45,189			37,322

Total Assets	$	52,045,957		$	46,488,946

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	8,595,892		$	6,906,939
Refund liability		65,140			-
Notes payable, current		1,804			28,722
Operating lease liabilities, current		309,019			251,946
Other current liabilities		8,370			-
Short term loan, net of finance charges		800,000			733,794
Total current liabilities		9,780,225			7,921,401

Notes payable, net of current portion		-			1,804
Operating lease liabilities, net of current portion		33,394			301,024
Total liabilities		9,813,619			8,224,229

Commitments and contingencies

Preferred stock, $.001 par value, 1,120,000 shares authorized, 120,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024		3,000			3,000
Common stock, $.001 par value, 28,000,000 shares authorized, 6,255,989 shares issued and 6,234,689 outstanding as of December 31, respectively 2025 and 6,217,550 shares issued and outstanding as of December 31, 2024, respectively		130,534			130,555
Accumulated other comprehensive loss		(983,640	)		(1,452,335	)
Retained earnings		31,859,103			28,595,181
Additional paid - in capital		11,478,399			10,988,316
Treasury stock, at cost, 21,300 and 0 shares of common stock, as of December 31, 2025 and December 31, 2024, respectively		(255,058	)		-
Total stockholders' equity		42,232,338			38,264,717

Total Liabilities and Stockholders' Equity	$	52,045,957		$	46,488,946

FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

		2024			2023
Revenues	$	44,027,942		$	47,241,187
Cost of Revenues		26,314,945			27,435,115
Gross Profit		17,712,997			19,806,072
Product Royalty Income		326,614			93,696
Operating Expenses
Salaries and wages		7,140,550			5,443,685
Commissions and consulting expenses		535,584			434,657
Professional fees		627,659			748,608
Advertising and marketing		4,454,906			4,127,798
Office lease and expenses		702,785			596,862
Research and development costs		2,523,881			2,526,550
Bad debt recovery		(76,278	)		(10,288	)
General and administrative expenses		3,879,553			3,438,746
Depreciation		1,229,847			1,174,664
Total operating expenses		21,018,487			18,481,282
Income (Loss) from Operations		(2,978,876	)		1,418,486
Other Income (Expenses)
Interest and other income (expenses), net		275,413			(39,138	)
Total other income (expenses)		275,413			(39,138	)
Income (Loss) Before Income Taxes		(2,703,463	)		1,379,348
Income Taxes		(498,799	)		576,189
Net Income (Loss) Available to Common Shareholders	$	(2,204,664	)	$	803,159
Net Income (Loss) per Common Share
Basic	$	(0.35	)	$	0.13
Diluted	$	(0.34	)	$	0.13
Weighted Average Number of Common Shares Outstanding
Basic		6,215,619			5,992,072
Diluted		6,471,072			6,287,849
Comprehensive Income (Loss)
Net Income (Loss)	$	(2,204,664	)	$	803,159
Other comprehensive income (loss), net of ($49,800) and
($18,000) deferred income taxes in 2024 and 2023
Foreign currency translation		(54,077	)		(317,115	)
Total Comprehensive Income (Loss)	$	(2,258,741	)	$	486,044

The accompanying notes are an integral part of these consolidated financial statements.

F-4

LEATT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

		2025			2024

Revenues	$	61,907,914		$	44,027,942
Cost of Revenues		34,685,970			26,314,945
Gross Profit		27,221,944			17,712,997

Product Royalty Income		381,757			326,614

Operating Expenses
Salaries and wages		7,917,387			7,140,550
Commissions and consulting expenses		764,602			535,584
Professional fees		853,065			627,659
Advertising and marketing		4,563,919			4,454,906
Office lease and expenses		923,839			702,785
Research and development costs		2,704,071			2,523,881
Bad debt recovery		(65,923	)		(76,278	)
General and administrative expenses		4,372,333			3,879,553
Depreciation		1,327,190			1,229,847
Impairment loss		234,224			-
Total operating expenses		23,594,707			21,018,487

Income (Loss) from Operations		4,008,994			(2,978,876	)

Other Income
Interest and other income, net		397,000			275,413
Total other income		397,000			275,413

Income (Loss) Before Provision for (Benefit from) Income Taxes		4,405,994			(2,703,463	)

Provision for (benefit from) Income taxes		1,142,072			(498,799	)

Net Income (Loss) Available to Common Shareholders	$	3,263,922		$	(2,204,664	)

Net Income (Loss) per Common Share
Basic	$	0.53		$	(0.35	)
Diluted	$	0.51		$	(0.34	)

Weighted Average Number of Common Shares Outstanding
Basic		6,214,861			6,215,619
Diluted		6,447,385			6,471,072
Comprehensive Income (Loss)
Net Income (Loss)	$	3,263,922		$	(2,204,664	)
Other comprehensive income (loss), net of $0 and ($49,800) deferred income taxes in 2025 and 2024
Foreign currency translation		468,695			(54,077	)

Total Comprehensive Income (Loss)	$	3,732,617		$	(2,258,741	)

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

										Accumulated
										Other
	Preferred Stock A			Common Stock				Additional		Comprehensive			Retained
	Shares		Amount	Shares		Amount		Paid - InCapital		Loss			Earnings			Total
Balance, January 1, 2023	120,000	$	3,000	5,971,340	$	130,309	$	10,645,497	$	(1,081,143	)	$	29,996,686		$	39,694,349
Restricted stock awards	-		-	244,100		244		99,887		-			-			100,131
Net income	-		-	-		-		-		-			803,159			803,159
Foreign currency translation adjustment	-		-	-		-		-		(317,115	)		-			(317,115	)
Balance, December 31, 2023	120,000	$	3,000	6,215,440	$	130,553	$	10,745,384	$	(1,398,258	)	$	30,799,845		$	40,280,524
Restricted stock awards	-		-	2,110		2		242,932		-			-			242,934
Net loss	-		-	-		-		-		-			(2,204,664	)		(2,204,664	)
Foreign currency translation adjustment	-		-	-		-		-		(54,077	)		-			(54,077	)
Balance, December 31, 2024	120,000	$	3,000	6,217,550	$	130,555	$	10,988,316	$	(1,452,335	)	$	28,595,181		$	38,264,717

The accompanying notes are an integral part of these consolidated financial statements.

F-5

LEATT CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF CASH FLOWS

																Accumulated
	Preferred Stock A			Common Stock						Additional	Treasury Stock					Other
	Number of			Number of						Paid - In	Number of					Comprehensive			Retained			Total
	Shares		Amount	Shares			Amount			Capital	Shares		Amount			Loss			Earnings			Equity

Balance, January 1, 2024	120,000	$	3,000	6,215,440		$	130,553		$	10,745,384	-	$	-		$	(1,398,258	)	$	30,799,845		$	40,280,524

Restricted stock awards	-		-	2,110			2			242,932	-		-			-			-			242,934

Net loss	-		-	-			-			-	-		-			-			(2,204,664	)		(2,204,664	)

Foreign currency translation adjustment	-		-	-			-			-	-		-			(54,077	)		-			(54,077	)

Balance, January 1, 2025	120,000		3,000	6,217,550			130,555			10,988,316	-		-			(1,452,335	)		28,595,181			38,264,717

Restricted stock awards	-		-	-			-			490,062	-		-			-			-			490,062

Options exercised on a cashless basis	-		-	38,439			-			-	-		-			-			-			-

Purchase of treasury stock under share repurchase plan	-		-	(21,300	)		(21	)		21	21,300		(255,058	)		-			-			(255,058	)

Net income	-		-	-			-			-	-		-			-			3,263,922			3,263,922

Foreign currency translation adjustment	-		-	-			-			-	-		-			468,695			-			468,695

Balance, December 31, 2025	120,000	$	3,000	6,234,689		$	130,534		$	11,478,399	21,300	$	(255,058	)	$	(983,640	)	$	31,859,103		$	42,232,338

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

		2024			2023
Cash flows from operating activities
Net income (loss)	$	(2,204,664	)	$	803,159
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation		1,229,847			1,174,664
Deferred income taxes		(590,800	)		(150,400	)
Stock-based compensation		242,934			100,131
Bad debts reserve		(186,011	)		(54,080	)
Inventory reserve		306,425			122,456
Deferred asset allowance		(6,400	)		(98,671	)
(Gain) loss on sale of property and equipment		233			(2,817	)
(Increase) decrease in:
Accounts receivable		746,723			5,923,355
Deferred asset		16,001			1,105,885
Inventory		2,096,711			2,291,133
Payments in advance		(206,166	)		382,383
Prepaid expenses and other current assets		(705,239	)		580,178
Income tax receivable		96,583			(623,081	)
Long-term accounts receivable		253,556			(309,947	)
Deposits		(1,112	)		4,586
Increase (decrease) in:
Accounts payable and accrued expenses		1,704,571			(809,022	)
Income taxes payable		-			(3,382,700	)
Deferred compensation		-			(400,000	)
Net cash provided by operating activities		2,793,192			6,657,212
Cash flows from investing activities
Capital expenditures		(1,229,937	)		(1,999,500	)
Proceeds from sale of property and equipment		1,002			3,248
Net cash used in investing activities		(1,228,935	)		(1,996,252	)
Cash flows from financing activities
Repayment of notes payable to bank		(112,984	)		(106,855	)
Proceeds from short-term loan, net		(401,967	)		105,565
Net cash used in financing activities		(514,951	)		(1,290	)
Effect of exchange rates on cash and cash equivalents		(28,626	)		(415,195	)
Net increase in cash and cash equivalents		1,020,680			4,244,475
Cash and cash equivalents - beginning of period		11,347,420			7,102,945
Cash and cash equivalents - end of period	$	12,368,100		$	11,347,420
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	74,502		$	71,354
Cash paid for income taxes	$	33,826		$	4,534,605
Other noncash investing and financing activities
Common stock issued for services	$	242,934		$	100,131

The accompanying notes are an integral part of these consolidated financial statements.

F-6

LEATT CORPORATION ~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~CONSOLIDATED~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

		2025			2024
Cash flows from operating activities
Net income (loss)	$	3,263,922		$	(2,204,664	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		1,327,190			1,229,847
Deferred income taxes		278,706			(590,800	)
Stock-based compensation		490,062			242,934
Increase in accrued compensation liability		34,377			-
Bad debts recovery		(297,703	)		(186,011	)
Inventory reserve		(23,377	)		306,425
Deferred asset allowance		-			(6,400	)
(Gain) loss on sale of property and equipment		(27,890	)		233
Increase in refund liability		65,140			-
Recognition of right ot recover asset		(15,671	)		-
Impairment loss		234,224			-
(Increase) decrease in:
Accounts receivable		(1,197,572	)		746,723
Deferred asset		-			16,001
Inventory		(2,869,908	)		2,096,711
Payments in advance		(326,364	)		(206,166	)
Prepaid expenses and other current assets		(631,082	)		(705,239	)
Income tax receivable		(207,695	)		96,583
Long-term accounts receivable		56,391			253,556
Deposits		(7,867	)		(1,112	)
Increase (decrease) in:
Accounts payable and accrued expenses		1,654,576			1,704,571
Other current liabilities		8,370			-
Net cash provided by operating activities		1,807,829			2,793,192

Cash flows from investing activities
Capital expenditures		(1,081,946	)		(1,229,937	)
Proceeds from sale of property and equipment		28,903			1,002
Net cash used in investing activities		(1,053,043	)		(1,228,935	)

Cash flows from financing activities
Repayment of notes payable to bank		(28,722	)		(112,984	)
Proceeds from (repayments of) short-term loan, net		66,206			(401,967	)
Purchase of treasury stock under share repurchase plan		(255,058	)		-
Net cash used in financing activities		(217,574	)		(514,951	)

Effect of exchange rates on cash, cash equivalents and restricted cash		327,735			(28,626	)

Net increase in cash, cash equivalents and restricted cash		864,947			1,020,680

Cash, cash equivalents and restricted cash - beginning of period		12,368,100			11,347,420

Cash, cash equivalents and restricted cash - end of period	$	13,233,047		$	12,368,100

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents		12,988,111			12,368,100
Restricted cash		244,936			-
Total cash, cash equivalents and restricted cash	$	13,233,047		$	12,368,100

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	47,139		$	74,502
Cash paid for income taxes	$	1,076,154		$	33,826

Other noncash investing and financing activities
Common stock issued for services	$	524,440		$	242,934

The accompanying notes are an integral part of these consolidated financial statements.

F-7

LEATT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Leatt Corporation (the "Company") designs, develops, markets and distributes personal protective equipment for participants in all forms of motor sports and leisure activities, including riders of motorcycles, bicycles, snowmobiles and ATVs. The Company's flagship products are based on the Leatt-Brace® system, a patented injection molded neck protection system owned by Xceed Holdings CC ("Holdings"), designed to prevent potentially devastating injuries to the cervical spine and neck. The Company has the exclusive global manufacturing, distribution, sale and use rights to the Leatt-Brace®, pursuant to a license agreement between the Company and Holdings, a South African incorporated company owned and controlled by the Company's Chairman and founder, Dr. Christopher Leatt. The Company also has the right to use apparatus embodying, employing and containing the Leatt-Brace® technology and has designed, developed, marketed and distributed other personal protective equipment.

The Company's products are predominantly manufactured in China and sold to customers worldwide through a global network of distributors, dealers, and direct to end consumers through digital channels. The Company continues building manufacturing capacity outside of China, namely, in Taiwan, Vietnam, Cambodia, Thailand and Bangladesh. Leatt also acts as the original equipment manufacturer for personal protective equipment sold by other international brands.

The Company was incorporated in the State of Nevada on March 11, 2005, under the name Treadzone, Inc. On June 17, 2005, the Company changed its name to Leatt Corporation in connection with the Company's acquisition of rights to use the Leatt neck brace patents and trademarks. The Company conducts business in South Africa as a foreign registered branch, and in the United States through the Company's wholly-owned subsidiary, Two Eleven Distribution, LLC ("Two Eleven") a Nevada limited liability company. Research and development efforts, global sales and global operations are managed out of the Company's foreign registered branch located in Cape Town, South Africa. Two Eleven acts as a distributor of Leatt products in the United States. United States sales and marketing are managed by Two Eleven located in Reno, Nevada. The Company also has a wholly-owned subsidiary, Leatt Prop (Pty) Ltd ("Leatt Prop") a dormant, South African company, established on June 24, 2022, for the purpose of purchasing immovable property in South Africa.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The accompanying ~~consolidated~~ financial statements ~~include~~have ~~the~~been ~~accounts~~prepared ofin ~~Leatt~~accordance ~~Corporation~~with ~~and~~accounting ~~its~~principles ~~wholly-owned~~generally ~~subsidiaries:~~accepted ~~Two~~in ~~Eleven~~the ~~Distribution,~~United ~~LLC~~States ~~and~~of ~~Leatt~~America ~~Prop~~ (~~Pty~~"U.S. GAAP") ~~Ltd.~~in ~~All~~compliance ~~significant~~with ~~intercompany~~the ~~transactions~~Accounting ~~have~~Standards ~~been~~Codification ~~eliminated~~("ASC") of the Financial Accounting Standards Board ("FASB").

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition - The Company's products are sold worldwide to a global network of distributors and dealers, and directly to customers where consumers choose to purchase directly via the Company's e-commerce website (collectively the "customers").

Revenues from product sales are recognized when earned, net of applicable provisions for discounts, consumer direct returns, marketing incentives and allowances in the event of product defect where no exchange of product is possible.

~~F-7~~Revenues are recognized when performance obligations are satisfied as evidenced by transfer of control of promised goods to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Product royalty income, representing less than 1% of total revenues, is recorded as the underlying product sale occurs, in accordance with the related licensing arrangements.

LEATT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition (continued) - Revenues are recognized when performance obligations are satisfied as evidenced by transfer of control of promised goods to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Product royalty income, representing less than 1% of total revenues, is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.

The Company's standard distributor payment terms range from pre-payment in full to 60 days after shipment and subsequent sales of product by distributors have no effect on the amount and timing of payments due to the Company, however, in limited instances qualified distributors and dealers may be granted extended payment terms during selected order periods. In performing such evaluations, the Company utilizes historical experience, sales performance, and credit risk assessments. Furthermore, products purchased by distributors may not be returned to the Company in the event that any such distributor relationship is terminated.

Since the Company (through its wholly-owned subsidiary) serves as the distributor of Leatt products in the United States, the Company records its revenue and related cost of revenue for its product sales in the United States upon shipment of the merchandise to the dealer or to the consumer where the consumer chooses to purchase directly from the Company's e-commerce website and the sales order was received directly from, and paid by, the ultimate consumer. Since the Company (through its South African branch) serves as the distributor of Leatt products in South Africa, the Company records its revenue and related cost of revenue for its product sales in South Africa upon shipment of the merchandise from the branch to the dealer and upon shipment of products direct to end consumers which has been sold through digital channels. The Company's standard terms and conditions of sale for non-consumer direct or web-based sales do not allow for product returns other than under warranty.

Sales totalling $0 and $31,671 were deferred as a complete contract with the customer was not in place in accordance with ASC 606 had not been met as of December 31, 2024, and December 31, 2023, respectively. The shipped goods associated with these deferred sales are included in the caption deferred asset, net of an allowance for potential loss of $0 and $6,400 for December 31, 2024 and December 31, 2023, respectively.

International sales (other than in the United States and South Africa) are generally drop-shipped directly from the Company's consolidation warehouse or the third-party manufacturer to the Company's international distributors. Revenue and related cost of revenue is recognized at the time of shipment from the manufacturer's port when the shipping terms are Free On Board ("FOB") shipping point, Cost and Freight ("CFR") or Cost and Insurance to named place ("CIP") as legal title and risk of loss to the product pass to the distributor. Sales to all customers (distributors, dealers and consumers) are generally final; however, in limited instances, product may be returned and exchanged due to product quality issues. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Cost of revenues also includes royalty fees associated with sales of Leatt-Brace products. Product royalty income is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.

F-8

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition (continued) - Inor to the ~~following~~consumer ~~table,~~where ~~revenue~~the isconsumer ~~disaggregated~~chooses to purchase directly from the Company's e-commerce website and the sales order was received directly from, and paid by, the ~~source~~ultimate consumer. Since the Company (through its South African branch) serves as the distributor of Leatt products in South Africa, the Company records its revenue: and related cost of revenue for its product sales in South Africa upon shipment of the merchandise from the branch to the dealer and upon shipment of products direct to end consumers which has been sold through digital channels. The Company's standard terms and conditions of sale for non-consumer direct or web-based sales do not allow for product returns other than under warranty or exchange arrangements.

		Year Ended December 31,
		2024	% of Revenues		2023	% of Revenues
Consumer and athlete direct revenues	$	3,482,848	8%	$	3,019,750	7%
Dealer direct revenues		11,945,854	27%		11,909,810	25%
International distributor revenues		28,599,240	65%		32,311,627	68%
	$	44,027,942	100%	$	47,241,187	100%

International sales (other than in the United States and South Africa) are generally drop-shipped directly from the Company's consolidation warehouse or the third-party manufacturer to the Company's international distributors. Revenue and related cost of revenue are recognized at the time of shipment from the manufacturer's port when the shipping terms are Free On Board ("FOB") shipping point, Cost and Freight ("CFR") or Cost and Insurance to named place ("CIP") as legal title and risk of loss to the product pass to the distributor. Sales to all customers (distributors, dealers and consumers) are generally final; however, in limited instances, product may be returned for exchange. Cost of revenues also includes royalty fees associated with sales of Leatt-Brace products. Product royalty income is recorded as the underlying product sales occur, in accordance with the related licensing arrangements.

~~The~~In ~~Company reviews~~ the ~~reserves~~following ~~for~~table, ~~customer~~revenue ~~returns~~is atdisaggregated ~~each~~by ~~reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns,~~ the ~~Company~~source ~~estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates~~ of product returns and claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. The provision for estimated returns at December 31, 2024 and December 31, 2023 was $0, and $0, respectively.revenue:

Sales commissions are expensed when incurred, which is generally at the time of sale or cash received from customers, because the amortization period would have been one year or less. These costs are recorded in commissions and consulting expenses within operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

		Year Ended December 31,
		2025	% of Revenues		2024	% of Revenues
Consumer and athlete direct revenues	$	5,029,953	8%	$	3,482,848	8%
Dealer direct revenues		14,533,685	24%		11,945,854	27%
International distributor revenues		42,344,276	68%		28,599,240	65%
	$	61,907,914	100%	$	44,027,942	100%

The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company estimates the expected returns and claims based on historical rates as well as events and circumstances that indicate changes to historical rates of product returns and claims. Historically, returns due to product quality issues have not been material and there have been no distributor terminations that resulted in product returns. Refund liabilities are presented within Other current liabilities in the consolidated balance sheet.

Sales commissions are expensed when incurred, which is generally at the time of sale.

Shipping and handling activities associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfilment cost and are included in revenues and cost of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.

Operating leases - The Company determines if an arrangement is a lease at contract inception. Operating leases are included in the right-of-use assets ("ROU"), and lease liability obligations are included in the Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liability obligations represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company's leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU ~~asset~~assets also ~~includes~~include ~~any~~ lease payments made to be made and excludes lease incentives and lease direct costs. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Please refer to Note 5 for additional information.

Accounts Receivable and Allowance for Credit Losses - Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to distributors

F-9

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts Receivable and Allowance for expected Credit Losses ~~(continued)~~ - Accounts receivable consist of amounts due to the Company from normal business activities. Credit is granted to distributors on an unsecured basis based on credit risk analysis assessments and procedures. The Company continuously monitors both credit reports and collections, communication and payments from customers and maintains an allowance for credit losses based upon the expected credit losses determined utilizing historical experience, the aging of funds outstanding and any specific customer collection issues that have been identified. In determining the amount of the allowance, the Company is required to make certain estimates and assumptions.

Accounts receivable balances that are still outstanding after the Company has used reasonable collection efforts are written off as uncollectible. While such credit losses have historically been minimal, within the Company's expectations and the provisions established, macro-economic conditions and customer financial positions are fluid, and the Company cannot guarantee that the Company will continue to experience the same credit loss rates that it has in the past. A significant change in the liquidity or financial position of any of the Company's significant customers could have a material adverse effect on the collectability of the Company's accounts receivable and the future operating results. The allowance for short-term credit losses at December 31, ~~2024~~2025 was $~~500~~205,~~164~~827 and at December 31, ~~2023~~2024 was $~~662~~500,~~612~~164. During the years ended December 31, 2025 and 2024 respectively, the Company wrote off $231,780 and $109,733, of accounts receivable which was deemed uncollectible. Additionally, an allowance for long-term credit losses will be included for accounts receivables that are anticipated to be collected over a period that is greater than 12 months. The allowance for long-term credit losses at December 31, ~~2024~~2025 was $~~3,366~~0 and at December 31, ~~2023~~2024 was $263,~~929~~366.

Inventory - Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out (FIFO) method. Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the value of inventory, the Company must make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, the Company utilizes historical experience as well as current market information. The reserve for obsolescence for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $~~533~~510,~~953~~576 and $~~227~~533,~~528~~953 respectively.

Property and Equipment - Property and equipment are recorded at cost. Depreciation is provided using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes over the estimated useful lives of the respective assets. The estimated useful lives of assets for financial reporting purposes are as follows: moulds and tools, 2 to 5 years; computer equipment and software, 2 to 5 years; office and other equipment, 3 to 6 years; vehicles, 3 to 5 years; leasehold improvements, 3 to 5 years and building, 40 years.

The cost of improvements that extend the lives of an asset are capitalized. Repairs and maintenance are expensed as incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Impairment of Long-Lived Assets - The Company reviews its intangible and tangible long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the expected ~~undiscounted~~ future net cash flows to be generated by the assets. Based on these reviews, nothe ~~asset~~Company recognized an impairment ~~charges~~charge ~~were~~of ~~made~~$234,224 relating to intangible capitalized website costs and $0 to the carrying value of long-lived assets during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Short-term Loan - The Company carries product liability insurance policies with a U.S. and South African-based insurance carrier. The Company finances payment of both of its product

F-10

LEATT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Short-term Loan (continued) - liability insurance premiums over the period of coverage, which is generally twelve months. The previous U.S. short-term loan was payable in monthly installments of $132,515 over ten months including interest at 9.880% and has been paid in full. The current short-term loan is payable in monthly installments of $85,555 over eleven months including interest at 8.976%.

The previous South African short-term loan that was payable in monthly installments of $5,652 over a ten-month period at a flat interest rate of 4.25% was repaid October 2024. The current short-term loan effective January 1, 2025 is payable in monthly installments of $5,504, over a ten-month period at a flat interest rate of 4.05%.

Preferred Stock - The Company's preferred stock, when issued, is generally convertible to common stock at or above the then current market price of the Company's common stock and therefore, contains no beneficial conversion feature. The Preferred Stock is convertible on a 1:1 ratio to common stock. Each holder of the Preferred Stock is not entitled to receive dividends and is entitled to 100 votes for each one share of Preferred Stock.

Shipping and Handling Costs - The Company includes shipping and handling fees billed to customers in revenues and shipping and handling costs incurred in cost of revenues.

Advertising - Costs of advertising and marketing are expensed as incurred.

Patent-related Costs - In connection with the Company's license agreement with Holdings, and its company owned patents, the Company incurs legal costs associated with approved patents and patent applications in various jurisdictions which are expensed as incurred and classified as professional fees in the consolidated statements of operations. Patent-related costs ~~totalled~~totaled $~~100~~125,~~389~~ 662 and $~~159~~100,~~063~~389, respectively for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

Research and Development - Research and development costs are expensed as incurred and include the salaries of those individuals directly involved in research and development activities.

Foreign Currency Translation and Foreign Currency Transactions - The U.S. dollar is the Company's reporting currency. Assets and liabilities of the Company's foreign operation, consisting of its South African Branch, denominated in the local currency, SA RAND, are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the rate of exchange at the date of the transaction in the applicable period. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity. Gains and losses generated by transactions denominated in foreign currencies are recorded in the accompanying statement of operations in the period in which they occur. Net unrealized losses on foreign currency translation adjustments totalled $54,077 and $317,115 during the years ended December 31,2024 and 2023, respectively.

~~Stock~~F-~~Based Compensation - The Company accounts for stock-based compensation in accordance with the fair-value-base method set forth in FASB ASC Topic 718-~~10, Stock-Based Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors, including employee stock options, based on the estimated fair values on the date of grant or the fair value of the services performed. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behaviour as well as trends of actual option forfeitures when estimating the forfeiture rate.

F-11

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation and Foreign Currency Transactions (continued) - are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the rate of exchange at the date of the transaction in the applicable period. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity. Net unrealized gains (losses) on foreign currency translation adjustments totaled $468,695 and ($54,077) during the years ended December 31, 2025 and 2024, respectively. Gains and losses generated by transactions denominated in foreign currencies are recorded in the accompanying statement of operations in the period in which they occur.

Stock-Based Compensation - The Company accounts for stock-based compensation in accordance with the fair-value-base method set forth in FASB ASC Topic 718-10, Stock-Based Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors, including employee stock options, based on the estimated fair values on the date of grant or the fair value of the services performed. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behaviour as well as trends of actual option forfeitures when estimating the forfeiture rate.

Income Taxes - The Company uses the asset and liability approach to account for income taxes. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes includes taxes currently payable, if any, plus the net change during the year in deferred tax assets and liabilities recorded by the Company.

The Company applies the provisions of FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes ("Standard"), which provides that the tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained upon an examination by tax authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, the standard provides guidance on derecognition, classification, interest and penalties; accounting in interim periods, disclosure and transition, and any amounts when incurred would be recorded under these provisions.

The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, ~~2024~~2025, and ~~2023~~2024, the Company has no unrecognized tax benefits.

Net Income Per Share of Common Stock - Basic net income per common share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common stock shares and dilutive potential common shares outstanding during the period. For the year ended December 31, ~~2024~~2025, the Company had ~~311~~259,000 potential common shares consisting of 120,000 preferred shares, and options to purchase ~~191~~139,000 shares outstanding that were potentially dilutive if exercised. For the year ended December 31, ~~2023~~2024, the Company had ~~341~~311,000 potential common shares consisting of 120,000 preferred shares, and options to purchase ~~221~~191,000 shares outstanding that were potentially dilutive if exercised.

Comprehensive Income (Loss) - Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation ~~adjustments and unrealized gains and losses on marketable securities~~adjustment. Accumulated comprehensive income (loss) at December 31, ~~2024~~2025 and ~~2023~~2024, represents cumulative translation adjustments related to the Company's foreign registered branch office and subsidiaries. The Company presents comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss).

Fair Value of Financial Instruments - The ~~carrying~~Company ~~amount~~records ~~reported~~certain infinancial ~~the~~assets ~~consolidated balance sheets for cash~~ and ~~cash~~liabilities ~~equivalents,~~at ~~accounts~~fair ~~receivable,~~value. ~~inventory,~~To ~~payments~~determine ~~in advance, accounts payable and accrued expenses approximate~~ fair value, ~~because~~the ofCompany ~~the~~uses ~~immediate~~a orthree ~~short~~-~~term~~level ~~maturity of these financial instruments.~~hierarchy:

~~Concentration~~Level of1 ~~Credit Risk~~ - ~~The~~based Company maintains cash and cash equivalent balances at several financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2024, and 2023, the Company's uninsured bank balances totaled $12,037,354 and $10,985,946, respectively. The Company has not experienced any significant losses on ~~its~~quoted ~~cash~~prices ~~and~~in ~~cash~~active ~~equivalents.~~markets ~~The~~for ~~Company's~~identical ~~trade receivables are derived from sales to distributors and dealers~~items. The Company has adopted credit policies and standards intended to accommodate industry growth and inherent risk. Management believes that credit risks are moderated by the diversity of the Company's end customers and geographic
FLevel 2 -12 based on other observable inputs, such as market data for similar items or interest rates.
Level 3 - based on unobservable inputs, such as the Company's own assumptions when market data is not available.

The carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, inventory, payments in advance, accounts payable and accrued expenses, short-term loan and note payable, approximate fair value because of the immediate or short-term maturity of these financial instruments.

F-11

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk - The Company maintains cash and cash equivalent balances at several financial institutions that are insured by the Federal Deposit Insurance Corporation (~~continued~~FDIC) -up to $250,000. As of December 31, 2025, and 2024, the Company's uninsured bank balances totaled $12,611,809 and $12,037,354, respectively. The Company has not experienced any significant losses on its cash and cash equivalents. The Company's trade receivables are derived from sales to distributors and dealers. The Company has adopted credit policies and standards intended to accommodate industry growth and inherent risk. Management believes that credit risks are mitigated by the diversity of the Company's end customers and geographic sales areas. The Company performs ongoing credit evaluations of its customers' financial condition and requires collateral as deemed necessary. The Company maintains allowances for potential credit losses as needed. The Company ~~has~~generates ~~derived,~~revenue ~~and~~both ~~believes~~in ~~that~~the itUnited ~~will~~States ~~continue~~and tointernationally. ~~derive,~~For athe ~~significant~~years ~~portion~~ended ofDecember ~~its~~31, ~~revenue~~2025 ~~from~~and a2024, ~~limited~~annual ~~number~~revenues ofassociated ~~customers.~~with ~~For~~international ~~the~~customers ~~years~~were ~~ended~~$44,644,239 ~~December~~and 31$30,410,516, ~~2024~~or 72% and ~~2023~~69% of total revenue, ~~the~~respectively. The Company's ~~U.S.~~considers ~~revenue~~all ~~was~~highly ~~concentrated~~liquid indebt ~~one~~instruments ~~customer~~and ~~that~~other ~~accounted~~short-term ~~for~~investments ~~approximately~~with 2%an ~~and~~initial ~~6%,~~maturity ~~respectively,~~of three months or less from the date of ~~annual~~purchase ~~U.S.~~to ~~revenue~~be cash equivalents.

~~As of December 31~~Cash, ~~2024,~~Cash ~~and~~Equivalents ~~2023, $213,391, or 3%~~ and ~~$370,027,~~Restricted orcash 5%- ofCash ~~the~~includes ~~Company's~~currency ~~accounts~~on ~~receivable~~hand, ~~respectively,~~checking ~~were due from this customer. For the years ended December 31~~accounts, ~~2024~~ and ~~2023,~~savings ~~the~~accounts ~~Company's~~maintained ~~international~~with ~~revenue~~financial ~~was~~institutions. Restricted ~~concentrated~~cash inrepresents ~~one~~amounts ~~customer~~ that ~~accounted~~are ~~for~~not ~~approximately~~available 4%for ~~and~~general ~~8%,~~use ~~respectively,~~due ofto ~~annual~~contractual ~~international~~or ~~revenue~~regulatory restrictions. AsThese ofbalances ~~December~~are ~~31,~~excluded ~~2024,~~from cash and ~~2023,~~cash ~~$500,548~~equivalents ~~or 8%,~~ and $0are orpresented 0%separately ofon the ~~Company's~~balance ~~accounts receivable, respectively, were due from this international customer~~sheet. The Company ~~generates~~reconciles ~~revenue~~cash, ~~both~~cash inequivalents, ~~the United States~~ and ~~internationally.~~restricted ~~For~~cash in the ~~years~~statement ~~ended~~of ~~December~~cash ~~31,~~flows ~~2024~~in ~~and~~accordance ~~2023, annual revenues associated~~ with ~~international~~ASC ~~customers were $30,410,516 and $33,271,920, or 69% and 70% of total revenue, respectively~~230.

~~Statement~~Recent ofAccounting ~~Cash~~Pronouncements ~~Flows~~- In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ~~Company~~standard ~~considers~~is ~~all~~intended ~~highly~~to ~~liquid~~provide ~~debt~~greater ~~instruments~~transparency ~~and~~in ~~other~~various ~~short-term~~income ~~investments~~tax ~~with~~components anthat ~~initial~~affect ~~maturity~~the oftax ~~three~~rate ~~months~~reconciliation orbased ~~less~~on ~~from~~the applicable taxing jurisdictions, as well as the ~~date~~qualitative and quantitative aspects of ~~purchase~~those tocomponents. beThis ~~cash~~accounting ~~equivalents~~standard update is effective for annual reporting periods beginning after December 15, 2024. The Company adopted the accounting standard prospectively during 2025.

~~Recent Accounting Pronouncements -~~ In ~~December~~November ~~2023~~2024, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~No. ~~("FASB")~~2024-03, ~~issued~~Income ~~Accounting~~Statement ~~Standards~~- ~~Update~~Reporting ~~("ASU")~~Comprehensive ~~2023~~Income -~~09,~~ ~~Income~~Expense ~~Taxes~~Disaggregation ~~(Topic~~Disclosures ~~740~~(Subtopic220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses. ~~The~~This standard isdoes ~~intended~~not tochange ~~provide~~the ~~greater~~expense ~~transparency~~captions inpresented ~~various~~on ~~income~~the ~~tax~~face ~~components~~of ~~that affect~~ the ~~rate~~income ~~reconciliation~~statement. ~~based~~Instead, onit requires the ~~applicable~~disaggregation ~~taxing~~of ~~jurisdictions,~~certain asexpense ~~well~~captions asinto ~~the~~specified ~~qualitative~~categories ~~and~~within ~~quantitative~~the ~~aspects~~footnotes ofto ~~those~~the ~~components~~consolidated financial statements. ~~The~~This ~~ASU~~accounting standard update is effective for ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2024~~2026, ~~with~~and ~~early~~interim ~~adoption~~periods ~~permitted~~within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. ~~As this accounting standard update impacts disclosures only, the Company does not expect the adoption to have a material impact on its consolidated financial statements.~~

In ~~November~~July ~~2024~~2025, the FASB issued ASU ~~2024~~No. 2025-0305, ~~Income~~Financial ~~Statement~~Instruments - ~~Reporting~~Credit ~~Comprehensive~~Losses ~~Income~~(Topic -326): ~~Expense~~Measurement ~~Disaggregation~~of ~~Disclosures~~Credit ~~(Subtopic~~Losses ~~220-40):~~for ~~Disaggregation~~Accounts ofReceivable ~~Income~~and ~~Statement~~Contract ~~Expenses~~Assets. The ~~new~~ standard ~~requires~~provides ~~additional~~an ~~disclosure~~optional ofpractical ~~the~~expedient ~~nature~~for ofestimating ~~expenses~~future ~~included~~credit inlosses ~~the~~based ~~income~~on ~~statement~~current asconditions ~~well~~ as ~~disclosures~~of ~~about~~the ~~specific~~balance ~~types~~sheet ofdate ~~expenses~~and ~~included~~assuming inthose ~~the~~conditions ~~expense~~do ~~captions~~not ~~presented~~change inover the ~~income~~remaining ~~statement.~~life ~~ASU~~of ~~2024-03~~the isaccounts ~~effective~~receivable. ~~for~~This ~~annual~~accounting ~~periods~~standard ~~beginning~~update ~~after~~is ~~December~~effective ~~15,~~for ~~2026,~~interim and ~~interim~~annual reporting periods beginning after December 15, ~~2027~~2025. The Company isdoes ~~currently~~not ~~evaluating~~expect ~~the impact of~~ this accounting standard update to have a material impact on its consolidated financial statements and related disclosures.

The Company evaluated all ASU's issued by the FASB for consideration of their applicability. ASU's not included in the Company's disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company's consolidated financial statements.

NOTE 3 - INVENTORY

Inventory consists primarily of finished goods. Shipping and handling costs are included in the cost of inventory. In assessing the inventory value, the Company must make estimates and judgments regarding reserves required for product obsolescence, aging of inventory and other issues potentially affecting the saleable condition of products. In performing such evaluations, the Company utilizes historical experience as well as current market information. The Company's products are manufactured by third parties in Asia, predominantly in China and shipped to either a warehouse in Nevada, the corporate and sales offices in South Africa or to distributors throughout South America, Africa, The Middle East, United Kingdom, Europe, Asia, Australia and New Zealand. The reserve for obsolescence for the years ended December 31, 2025 and 2024 was $510,576 and $533,953, respectively. During the years ended December 31, 2025 and 2024 the Company wrote off and destroyed $135,344 and $264,943, respectively, of inventory which was deemed to be obsolete.

F-1312

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 3 - INVENTORY (continued)

issues potentially affecting the saleable condition of products. In performing such evaluations, the Company utilizes historical experience as well as current market information. The

Company's products are manufactured by third parties predominantly in China and shipped to either a warehouse in Nevada, the corporate and sales offices in South Africa or to distributors throughout South America, Africa, The Middle East, Europe, Asia, Australia and New Zealand. The reserve for obsolescence for the years ended December 31, 2024 and 2023 was $533,953 and $227,528, respectively.

During the years ended December 31, 2024 and 2023 the Company wrote off and destroyed $264,943 and $377,403, respectively, of inventory which was deemed to be obsolete.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment as of December 31, ~~2024~~2025, and ~~2023~~2024 consisted of the following:

		2024			2023
		2025			2024
Land	$	~~393~~443,~~433~~303		$	~~403~~393,~~218~~433
Building		~~264~~297,~~252~~747			~~270~~264,~~824~~252
Moulds and tools		910,~~985~~757,~~763~~082			9,~~215~~985,~~686~~763
Computer equipment and software		1,~~513~~732,~~911~~296			1,~~239~~513,~~354~~911
Office and other equipment		~~911~~957,~~437~~207			~~883~~911,~~055~~437
Vehicles		~~366~~286,~~845~~089			~~267~~366,~~841~~845
Leasehold improvements		~~135~~210,~~248~~543			~~120~~135,~~670~~248
	$	1314,~~570~~684,~~889~~267		$	1213,~~400~~570,~~648~~889
Accumulated depreciation		(911,~~570~~023,~~664~~563	)		(89,~~373~~570,~~827~~664	)
Property and equipment, net	$	43,~~000~~660,~~225~~704		$	4,~~026~~000,~~821~~225

NOTE 5 - LEASES

On December 14, 2020, Two Eleven entered into a ~~Lease~~lease ~~Agreement~~agreement to lease warehouse and office space comprising approximately 43,056 square ~~foot~~feet in Reno, Nevada. The lease ~~was to commence upon the date of substantial completion of the landlord's work, as defined in the Lease Agreement. The lease~~ commenced on August 2, 2021 and has a period of sixty-six (66) months lease term from such commencement date, and expires January 2027, subject to renewal, at Two Eleven's option, for an additional five (5) year term. The rent payable from the 3rd month following the commencement date through to the 14th month will be $21,959 and thereafter the rent payable will escalate in subsequent months in accordance with the terms of the Lease Agreement, up to a monthly payment of $25,455 in the 63rd through 66th month. The ~~rent payable will exclude other associated costs, such as real estate taxes, association dues, insurance and other fees. The~~ Company recognized an operating lease right-of-use asset and operating lease liability of $1,403,549 and $1,403,549 as of the lease commencement date. The interest rate for this lease agreement as of August 2, 2021, was 3.75%.

On May 25, 2023, the Company entered into a non-cancellable operating lease for warehousing space in South Africa. The lease commenced on July 1, 2023 and expired in February 2025. The lease agreement requires the Company to pay a monthly rent of $833. The Company recognized an operating lease right-of-use asset and operating lease liability of $15,942 and $15,942 as of the lease commencement date. The interest rate for this lease agreement as of July 1, 2023 was 5.17 %. On February 18, 2025, a new lease was entered into for an additional five (5) months. The rent payable is $1,035 for the first four months and $1,123 for the fifth month.

FOn May 23, 2023, the Company signed a renewal of the non-14cancellable operating lease agreement for warehousing space in South Africa. The renewed lease commenced on September 1, 2023, and expired in February 2025. The lease agreement required the Company to pay a monthly rent of $1,592 for the first six months, and $1,703 for the following twelve months. The Company recognized an operating lease right-of-use asset and operating lease liability of $27,891 and $27,891 as of the lease commencement date. The interest rate for this lease agreement as of September 1, 2023 was 5.41%. This lease was renewed effective from March 1, 2025 until February 2027. The lease agreement requires the Company to pay a monthly rent of $2,073 for the first year, and $2,219 for the following twelve months. The Company entered into an addendum to the extended lease for additional warehousing space neighbouring the leased premises. The lease for the additional space commenced on July 1, 2025 until February 2027. The addendum requires the Company to pay additional rent of $2,000 for the first eight months, and $2,140 for the following twelve months. The Company recognized an operating lease right-of-use asset and operating lease liability of $27,891 and $27,891 as of the lease commencement date. The interest rate for this lease agreement as of September 1, 2023 was 5.41%.

As of December 31, 2025, the Company has three non-cancellable operating leases, for office and warehousing space, that expires in January 2027 and February 2027. Rent expense for these operating leases is recognized over the term of the lease on a straight-line basis.

F-13

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 5 - LEASES (continued)

~~5.17~~Below %.is ~~On February 18, 2025,~~ a ~~new~~summary ~~lease~~of ~~was~~the ~~entered~~Company's ~~into~~Operating ~~for~~Right-of-Use anAssets ~~additional~~and ~~five~~Operating ~~(5)~~Lease ~~months.~~liabilities ~~The~~as ~~rent~~of ~~payable~~December ~~is $1~~31,~~035~~ ~~for~~2025 ~~the first four months~~ and ~~$1,123 for the fifth month.~~2024:

On May 23, 2023, the Company signed a renewal of the non-cancellable operating lease agreement for warehousing space in South Africa. The renewed lease commenced on September 1, 2023, and expired in February 2025. The lease agreement required the Company to pay a monthly rent of $1,592 for the first six months, and $1,703 for the following twelve months. The Company recognized an operating lease right-of-use asset and operating lease liability of $27,891 and $27,891 as of the lease commencement date. The interest rate for this lease agreement as of September 1, 2023 was 5.41%. This lease was renewed on February 20, 2025. See Note 16.

		2025		2024
Assets
Operating lease ROU assets	$	342,413	$	552,970

Liabilities
Operating lease liabilities, current	$	309,019	$	251,946
Operating lease liabilities, net of current portion		33,394		301,024
Total operating lease liabilities	$	342,413	$	552,970

AsFor ofthe years ended December 31, 2025, and December 31, 2024, the Company ~~has~~recognized ~~three~~$296,987 ~~non-cancellable~~and $290,710, respectively, in operating ~~leases~~lease expenses, ~~for~~which are included in office lease and ~~warehousing~~expenses ~~space,~~in ~~that~~the ~~expire~~Company's ~~in,~~consolidated ~~February~~statements ~~2025~~of operations and ~~January~~comprehensive ~~2027~~income (loss). ~~Rent~~Generally, ~~expense~~the ~~for~~Company's ~~these~~lease ~~operating~~agreements ~~leases~~do not specify an implicit rate. Therefore, the Company estimates the incremental borrowing rate, which is ~~recognized~~defined ~~over~~as the ~~term~~interest ofrate the ~~lease~~Company would pay to borrow on a ~~straight-line~~collateralized basis, considering such factors as length of lease term and the risks of the economic environment in which the leased asset operates.

~~Below~~As isof aDecember ~~summary~~31, of2025, ~~the~~and ~~Company's~~2024, ~~Operating~~the ~~Right-of-Use~~following ~~Assets~~disclosures ~~and~~for ~~Operating~~remaining ~~Lease~~lease ~~liabilities~~term asand ofincremental ~~December~~borrowing ~~31,~~rates ~~2024~~were ~~and 2023~~applicable:

		2024		2023
Supplemental disclosure	December 31, 2025	December 31, 2024
Assets
Weighted average remaining lease term	1.00 years	2.05 years
Operating lease ROU assets	$	552,970	$	845,209
Weighted average discount rate	3.80%	3.78%
Liabilities
Operating lease liabilities, current		251,946		299,432
Operating lease liabilities, net of current portion		301,024		545,777
Total operating lease liabilities	$	552,970	$	845,209

~~For~~Maturities the years ended December 31, 2024, and December 31, 2023, the Company recognized $290,710 and $301,777, respectively in operating lease expenses, which are included in office lease and expenses in the Company's consolidated statements of ~~operations and comprehensive income (loss). Generally, the Company's~~ lease ~~agreements~~liabilities ~~do not specify an implicit rate. Therefore, the Company estimates the incremental borrowing rate, which is defined~~ as ~~the interest rate the Company would pay to borrow on a collateralized basis, considering such factors as length~~ of ~~lease term and the risks of the economic environment in which the leased asset operates. As of~~ December 31, ~~2024,~~2025 ~~and~~where ~~2023,~~as ~~the following disclosures for remaining lease term and incremental borrowing rates were applicable~~follows:

Supplemental disclosure	December 31, 2024	December 31, 2023
Year ending December 31,		Amounts under Operating Leases
Weighted average remaining lease term	2.05 years	3.55 years
2026	$	350,526
Weighted average discount rate	3.78%	3.77%
2027		34,172
Total minimum lease payments	$	384,698
Less: amount representing interest	$	(42,285	)
Total operating lease liabilities	$	342,413

~~Maturities~~Supplemental ofcash ~~lease~~flow ~~liabilities~~information asfor ofthe years ended December 31, 2025 and 2024 ~~were~~are as follows:

F-15

		Year ended December 31, 2025		Year ended December 31, 2024
Cash paid for operating leases	$	323,611	$	311,223
Right-of-use assets obtained in exchange for lease obligations	$	82,317	$	-

LEATT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

NOTE 5 - LEASES (continued)

Year ended December 31,		Amounts under Operating Leases
2025		295,436
2026		298,791
2027		25,455
Total minimum lease payments	$	619,682
Less: amount representing interest	$	(66,712	)
Total operating lease liabilities	$	552,970

Supplemental cash flow information for the years ended December 31, 2024 and 2023 are as follows:

		Year Ended		Year Ended
		December 31, 2024		December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities	$	311,223	$	301,777
Right-of-use assets obtained in exchange for lease obligations	$	-	$	43,833

NOTE 6 - PAYMENTS IN ADVANCE

Payments in advance consists of upfront deposit payments made to suppliers for the purchase of assets including moulds, tooling and raw materials to be capitalized and used in the production of income in the future. Payments in advance of $~~870~~1,~~920~~197,284 and $~~664~~870,~~754~~920 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, are recorded in current assets on the consolidated balance sheets.

F-14

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

NOTE 7 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets ~~consists~~consist primarily of upfront deposit payments made to contract manufacturers for the manufacturing of the Company's products. Prepaid expenses and other current assets of $3,~~003~~634,~~173~~255 and $23,~~297~~003,~~934~~173 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, are recorded in current assets on the consolidated balance sheets.

NOTE 8 - REVOLVING LINE OF CREDIT FACILITY

OnThe ~~November 19, 2018, the~~ Company ~~entered~~has ~~into~~ a $1,~~000~~500,000 revolving ~~line of~~ credit ~~agreement~~facility with a bank., ~~Advances~~expiring ~~under~~March ~~the line of credit bear interest at the LIBOR Daily Floating Rate plus 2.5 percentage points commencing January~~ 1, ~~2019~~2026. The line of credit matured on November 19, 2020, at which time the unpaid principal, interest, or other charges outstanding under the agreement were due and payable. On November 5, 2020, the Company executed an amendment to the line of credit agreement to extend the credit facility through November 19, 2021. The amendment took retroactive effect to October 27, 2020 and introduced an index floor so that payments for any future advances will bear interest at the greater of the LIBOR Daily Floating Rate or an Index Floor of 1.25 percentage points plus 2.5 percentage points. Obligations under the line of credit are secured by equipment and fixtures in the United States of America, accounts receivable and inventory of ~~Leatt~~the ~~Corporation~~Company. ~~and~~The ~~Two-Eleven~~interest ~~Distribution,~~rate ~~LLC.~~charged Ontransitioned ~~March~~from 1,the ~~2021,~~Bloomberg ~~the~~Short-Term ~~Company~~Bank ~~executed~~Yield anIndex ~~amendment~~rate to the ~~line~~Secured ofOvernight ~~credit.~~Financing ~~The~~Rate ~~amendment~~("SOFR") ~~took~~Daily ~~retroactive~~Floating ~~effect~~rate toplus ~~February~~spread 17adjustments, ~~2021~~as ~~and~~defined. The ~~extended~~Company ~~the~~entered ~~line~~into ofa ~~credit~~restated ~~facility~~and ~~through~~amended loan agreement effective February 2812, ~~2022~~2026, ~~and~~for ~~increased~~ the revolving line of credit ~~to $1~~,~~500,000.~~ ~~Effective January 21, 2022,~~ the ~~Company~~restated ~~executed~~loan ~~an amendment~~ agreement ~~for~~extended the ~~line~~facility ofwith ~~credit to extend~~ the ~~line~~bank ofto ~~credit~~March ~~facility through February 28~~1, ~~2023~~2027, and toadjusted ~~replace~~the interest ~~determined~~rate byto ~~LIBOR~~the ~~Daily~~greater ~~Floating~~of ~~Rate with~~ the ~~Bloomberg~~SOFR ~~Short-Term~~Daily ~~Bank~~Floating ~~Yield~~rate ~~Index~~plus ~~rate.~~spread ~~The~~adjustment, ~~Company~~as ~~and~~defined, ~~Two~~or ~~Eleven~~a ~~signed~~floor, ~~amended~~as ~~documents~~defined, toplus ~~secure~~2.7%. ~~the~~As ~~loan~~of byDecember ~~equipment~~31, 2025, and ~~fixtures~~2024, ~~accounts~~there ~~receivable~~were ~~and~~no ~~inventory~~advances under the line of ~~Two-Eleven~~credit.

NOTE 9 - SHORT TERM LOAN

The Company carries product liability insurance policies with a U.S. and South African-based insurance carrier. The Company finances payment of both of its product liability insurance premiums over the period of coverage, which is generally twelve months.

The U.S. short-term loan requires a down payment of $363,945 and monthly instalments of $103,820 over 10 months including interest at 8.250%. As of December 31, 2025 and 2024, $800,000 and $733,794, respectively, was outstanding.

The South African short-term loan was payable in monthly instalments of $5,968 over a 10-month period at a flat interest rate of 4.05%. The loan was paid on full on October 1, 2025.

NOTE 10 - NOTES PAYABLE

Two Eleven entered into a Note Payable with a bank effective December 17, 2021 in the principal amount of $272,519, secured by equipment. The Note was payable in 36 consecutive monthly instalments of $7,990, including interest at a fixed rate of 3.5370%, commencing February 5, 2022, and continuing to January 5, 2025. As of December 31, 2024, $7,965 was outstanding. The Note was paid in full on January 6, 2025.

Two Eleven entered into a Note Payable with a bank effective December 1, 2022 in the principal amount of $58,075, secured by equipment. The Note is payable in 36 consecutive monthly instalments of $1,816, including interest at a fixed rate of 7.8581%, commencing February 5, 2023, and continuing to January 5, 2026. As of December 31, 2025, and 2024 $1,804 and $22,561 was outstanding. The Note was paid in full on January 5, 2026.

		December 31, 2025		December 31, 2024
Liabilities
Note payable, current	$	1,804	$	28,722
Note payable, net of current portion		-		1,804
	$	1,804	$	30,526

Principal Maturities of notes payable as of December 31, 2025 are as follows:

Years ending December 31,		Amounts under Notes Payable
2026		1,804
	$	1,804

NOTE 11 - REFUND LIABILITY

The Company records a refund liability for expected customer returns and other refund obligations in accordance with ASC 606, Revenue from Contracts with Customers. Refund liabilities represent amounts the Company anticipates refunding to customers, including rights of return and other contractual refund provisions. At each reporting date, the Company estimates the refund liability based on historical

F-15

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

NOTE 11 - REFUND LIABILITY (continued)

experience, current trends, and other relevant factors. The refund liability is presented separately from contract liabilities and is included within current liabilities in the consolidated balance sheet.

The activity in the refund liability for the year ended December 31, 2025 is as follows:

		December 31, 2025		December 31, 2024
Balance at beginning of year	$	-	$	-
Additions related to current period		65,140		-
Reductions for actual refunds/returns		-		-
Adjustments for changes in estimates		-		-
Balance at end of year	$	65,140	$	-

NOTE 12 - STOCKHOLDERS' EQUITY

On December 6, 2011, the Board of Directors adopted, and the shareholders subsequently approved, the 2011 Equity Incentive Plan (the "Plan") which provides for, among other incentives, the granting to employees, directors and consultants incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares as the Plan Administrator may determine. The maximum number of shares of common stock which may be issued under the Plan is 1,520,000. The maximum number of shares of common stock that may be awarded to an individual participant under the Plan in any one fiscal year is 78,000 shares. Options are generally exercisable at the fair market value or higher on the date of grant over a ten-year period. Shares are generally issued at the fair market value on the date of issuance.

A summary of information related to stock option activity during the years ended December 31, 2025 and 2024 is as follows:

				Weighted Average
	Options			Exercise Price	Remaining Contractual Term (Yrs)		Intrinsic Value
Options outstanding at January 1, 2024	221,000		$	2.21	4.12	$	1,623,050
Stock options cancelled	(30,000	)	$	2.30
Options outstanding at December 31, 2024	191,000		$	2.19	2.97	$	689,700
Stock options exercised	(52,000	)	$	2.60
Options outstanding at December 31, 2025	139,000		$	2.04	2.55	$	1,009,400

Options vested and exercisable at December 31, 2025	139,000		$	2.04	2.55	$	1,009,400

The intrinsic value is the difference between the current fair value of the stock and the exercise price of the stock option. The weighted-average remaining contractual life of options outstanding, vested and exercisable as of December 31, 2025 is one to ten years.

On December 21, 2023, the Company's board of directors approved the award of 244,100 restricted shares of the Company's common stock to key employees, contractors and the outside director, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Equity Incentive Plan. On January 31, 2024, 400 shares vested with a total compensation expense of $3,752. On December 22, 2024, 23,900 shares vested with a total compensation expense of $224,182. On December 22, 2025, 41,825 shares vested with a total compensation expense of $490,062. The remaining 167,300 shares will vest annually in tranches until final vesting date of December 22, 2028. The fair value of the stock granted, calculated in accordance with the plan, was $9.38 per share.

In December 2024, 30,000 options of an employee that is no longer employed were cancelled.

F-16

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 812 - ~~REVOLVING~~ ~~LINE~~STOCKHOLDERS' OFEQUITY ~~CREDIT FACILITY~~ (continued)

~~Effective~~On ~~January~~December 2022, ~~2023~~2024, the Company's ~~executed~~Board anapproved ~~amendment to~~ the ~~line~~award of ~~credit to extend the line of credit facility through February 29~~2,110 ~~2024,~~restricted toshares ~~amend Banking days and update Successor Rate. The bank had extended the line~~ of ~~credit until March 1, 2025. The Bank sent a letter dated October 4, 2024, which formally notified~~ the Company's ~~that~~common ~~effective~~stock ~~November~~to ~~18,~~a ~~2024~~contractor, ~~the~~pursuant ~~interest rate transitioned from Bloomberg Short-Term Bank Yield Index rate~~ to ~~Secured Overnight Financing Rate Daily Floating rate plus spread adjustment. The Bank sent~~ a ~~letter~~Restricted ~~dated~~Stock ~~January~~Award 24Agreement, ~~2025,~~under ~~notifying~~ the Company's ~~that~~2011 ~~the~~Equity ~~bank~~Incentive ~~has~~Plan. ~~extended~~On the ~~line~~date of ~~credit~~grant ~~until March 1~~all 2,110 ~~2026.~~shares ~~The~~vested ~~Company~~with ~~and~~a ~~Two-Eleven~~total ~~signed~~compensation ~~updated~~expense ~~documents~~of ~~to secure the loan by equipment and fixtures~~$15,000. ~~accounts~~The ~~receivable~~fair ~~and~~value ~~inventory~~ of ~~Two-Eleven.~~the Asstock ofgranted ~~December~~calculated ~~31,~~in ~~2024,~~accordance ~~and~~with ~~2023, respectively there were no advances of~~ the ~~line~~plan ofwas ~~credit leaving~~ $~~1,500,000~~7.11 ~~and~~per ~~$1,500,000 available for advances~~share.

~~NOTE~~In 9December ~~- NOTES~~2025, ~~PAYABLE~~the Company issued 38,439 shares of common stock to a director who exercised stock options in a cashless exercise of 52,000 stock options.

~~Two~~On ~~Eleven~~December ~~entered~~22, ~~into~~2025, athe ~~Note~~Company's ~~Payable~~board ~~with~~of adirectors ~~bank~~approved ~~effective~~the ~~December~~award 17of 1,591 ~~2021~~restricted inshares of the ~~principal~~Company's ~~amount~~common ofstock ~~$272~~to a contractor,~~519,~~ ~~secured~~pursuant byto ~~equipment.~~a ~~The~~Restricted ~~Note~~Stock isAward ~~payable~~Agreement, inunder 36the ~~consecutive~~Company's ~~monthly~~2011 ~~installments~~Equity Incentive Plan. On the date of $7grant,~~990~~ December 22, ~~including~~2025, ~~interest~~all at1,591 shares vested with a ~~fixed~~total ~~rate~~compensation expense of ~~3.5370%~~$15,000. ~~commencing~~The ~~February~~common 5,stock ~~2022~~of the award was not issued during 2025, and ~~continuing~~the tofair ~~January~~value 5,of ~~2025. As~~the stock was accrued in accounts payable as of December 31, ~~2024,~~2025. ~~and~~The ~~2023~~fair ~~$7,965~~value ~~and~~of ~~$101,755~~the ~~was~~stock ~~outstanding. The~~granted ~~Note~~calculated ~~was~~in ~~paid~~accordance inwith ~~full~~the onplan ~~January~~was 6,$9.43 ~~2025~~per share.

~~Two~~On ~~Eleven~~December ~~entered~~22, ~~into~~2025, athe ~~Note~~Company's ~~Payable~~board ~~with~~of adirectors ~~bank~~approved ~~effective~~the ~~December~~award 1,of ~~2022~~500 inrestricted shares of the ~~principal~~Company's ~~amount~~common ofstock ~~$58~~to a contractor,~~075~~ pursuant to a Restricted Stock Award Agreement, ~~secured~~under bythe ~~equipment~~Company's 2011 Equity Incentive Plan. The ~~Note~~Agreement iswas ~~payable~~dated inFebruary 3624, ~~consecutive~~2026, ~~monthly~~with ~~installments~~total compensation expense of $14,~~816,~~844. ~~including~~The ~~interest~~common atstock aof ~~fixed~~the ~~rate~~award ofwas ~~7.8581%,~~not ~~commencing~~issued ~~February~~during 52025, ~~2023,~~ and ~~continuing~~the tofair ~~January~~value 5,of ~~2026.~~the Asstock was accrued in accounts payable as of December 31, ~~2024,~~2025. ~~and~~The ~~2023~~fair ~~$22,561~~value ~~and~~of ~~$41,755~~the stock granted calculated in accordance with the plan was ~~outstanding~~$9.43 per share.

		2024		2023
Liabilities
Note payable, current	$	28,722	$	112,858
Note payable, net of current portion		1,804		30,652
	$	30,526	$	143,510

On February 24, 2026, the Company's board of directors approved the award of 1,500 restricted shares of the Company's common stock to an employee, pursuant to a Restricted Stock Award Agreement, under the Company's 2011 Equity Incentive Plan. The Agreement was dated February 24, 2026, with total compensation expense of $14,533. The common stock of the award was not issued during 2025, and the fair value of the stock was accrued in accounts payable as of December 31, 2025. The fair value of the stock granted calculated in accordance with the plan was $9.69 per share.

~~Principal~~Stock-based ~~Maturities~~compensation ofexpense ~~notes~~related ~~payable~~to asvested restricted stock awards during the years ended, December 31, 2025 and 2024 was $490,062 and $242,934, respectively. As of December 31, 2025 and 2024, ~~are~~there aswas ~~follows:~~$1,471,530 and $1,961,593, respectively of unrecognized compensation cost related to unvested restricted stock, that will be recognized during the next 3 years.

Year ended December 31,		Amounts under Notes Payable
2025		28,722
2026		1,804
	$	30,526

Preferred Stock

~~NOTE~~The 10Company's ~~- STOCKHOLDERS~~preferred stock, when issued, is convertible to common stock at or above the then current market price of the Company's ~~EQUITY~~common stock and therefore, contains no beneficial conversion feature. The Preferred Stock is convertible on a 1:1 ratio to common stock. Each holder of the Preferred Stock is not entitled to receive dividends and is entitled to 100 votes for each one share of Preferred Stock.

OnShare ~~December~~Purchase ~~6, 2011, the Board of Directors adopted, and the shareholders subsequently approved, the 2011 Equity Incentive~~ Plan (the "Plan") which provides for, among other incentives, the granting to employees, directors and consultants incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares as the Plan Administrator may determine. In June 2013, the shareholders approved an increase in the maximum shares from 260,000 to 460,000. In December 2015, the shareholders approved an increase in the maximum number of shares from 460,000 to 920,000. In December 2018, the shareholders approved an increase in the maximum shares from 920,000 to 1,120,000. In December 2020, the shareholders approved an increase in the maximum number of shares approved for issuance under the plan from 1,120,000 to 1,320,000. In May 2023, the shareholders approved an increase in the maximum number of shares approved for issuance under the plan from 1,320,000 to 1,520,000. The maximum

On August 12, 2025, the Company announced that the Company's board of directors formally ratified and approved a share purchase plan (the "Plan"). The board of directors has authorized the repurchase of the Company's common stock with a par value of $0.001 per share pursuant to a trading plan that qualifies for the safe harbor provisions of Rule 10b-18 and Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. The Plan provides for an aggregate purchase of currently outstanding common stock up to $750,000 commencing August 19, 2025 through December 31, 2025. On December 15, 2025, the Company's board of directors approved the extension of the Plan through March 31, 2026.

Share repurchases may be made from time to time through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time.

Payment for shares repurchased under the share purchase plan are funded using the Company's cash on hand and cash flow from operations. As of the effective date, the Company deposited $260,000 with a broker to be held in the Company's name in trust for the purpose of repurchasing the related shares (the "Funded Account"). During the year ended December 31, 2025, the Company replenished the account with $260,000. The Company will replenish the fund as required.

As of December 31, 2025, 21,300 shares were repurchased for $255,058. All repurchased shares will be retired at the end of the Plan period and reflected as a reduction of common stock for the par value of the shares, with the excess applied as a reduction to retained earnings. Restricted Cash as of December 31, 2025 was $244,936.

F-17

LEATT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 1013 - ~~STOCKHOLDERS'~~ ~~EQUITY~~INCOME ~~(continued)~~TAXES

~~number of shares of common stock which may be issued under the Plan is 1,520,000.~~ The ~~maximum~~Company's ~~number~~income of(loss) ~~shares~~before ofincome ~~common~~taxes ~~stock~~for ~~that may be awarded to an individual participant under~~ the ~~Plan~~years inended ~~any~~December ~~one fiscal year is 78~~31,~~000~~ ~~shares.~~2025 ~~Options~~and ~~are~~2024 ~~generally exercisable at the fair market value or higher on the date of grant over a ten-year period. Shares~~ are ~~generally issued at the fair market value on the date of issuance.~~:

Total stock-based compensation expense related to vested stock options recognized during the years ended December 31, 2024 and 2023 was $0 and $0. As of December 31, 2024, there was $0 of unrecognized compensation costs related to unvested stock options. A summary of information related to stock option activity during the years ended December 31, 2024 and 2023 is as follows:

		2025			2024
United states	$	4,408,593		$	(2,702,946	)
Foreign		(301	)		(517	)
Income before income taxes	$	4,408,292		$	(2,703,463	)

	Outstanding			Weighted -		Aggregate
	Stock Average			Exercise		Intrinsic
	Options			Price		Value
Options outstanding at January 1, 2023	221,000		$	1.60 to $2.60	$	3,711,500
Stock options exercised	-
Options outstanding at December 31, 2023	221,000		$	1.60 to $2.60	$	1,623,050
Stock options cancelled	(30,000	)
Options outstanding at December 31, 2024	191,000		$	1.60 to $2.60	$	689,700
Options vested and exercisable at December 31, 2024	191,000		$	1.60 to $2.60	$	689,700

The Company's income tax expense (benefit) for the years ended December 31, 2025 and 2024 consists of the following components:

2025

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