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2024-01-04
2024-01-04
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 4, 2024
REVIV3 PROCARE COMPANY
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38112 |
|
43-1985966 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
|
|
|
|
|
901 Fremont Avenue, Unit 158, Alhambra, CA |
|
91803 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrants
telephone number, including area code: (888) 638-8883
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
None |
N/A |
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
2.02 | Results
of Operations and Financial Condition. |
On
January 4, 2024, Reviv3 Procare Company (the Company) issued a press release announcing its consolidated financial results
for the three months ended November 30, 2023. A copy of the Companys press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant
to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this
Item 2.02 have been furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to liability under that section nor shall they be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing regardless of any general incorporation language.
| Item
9.01 | Financial
Statements and Exhibits. |
(d) Exhibits
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.
|
REVIV3
PROCARE COMPANY |
|
|
Date:
January 4, 2024 |
/s/
Jeff Toghraie |
|
Name: |
Jeff
Toghraie |
|
Title: |
Chief
Executive Officer |
REVIV3 Procare Company Reports Record
Second Quarter Fiscal Year 2024 Financial Results
- Net Sales (revenue) increased 25.1%
to a record $8.4 million for the second quarter ended November 30, 2023, as compared to the prior year period.
- Gross Profit (as a percentage of Net
Sales) was 74.3% as compared to 74.9% for the prior year period.
- Operating expenses as a percentage
of Net Sales was 59.3% as compared to 60.2% for the prior year period.
- Net Income increased 40.1% to a record
$1,018,075 as compared to $726,900 for the prior year period.
LOS ANGELES, January 4, 2024
(GLOBE NEWSWIRE) -- Reviv3 Procare Company (“Reviv3,” “we,” “us,” “our,” or the “Company”)
(OTCQB: RVIV), an emerging global consumer products company for AXIL® hearing protection and enhancement products and Reviv3®
hair and skin care products, today announced financial and operational results for the second quarter ended November 30, 2023.
“We delivered another
strong quarter, growing our net sales by approximately twenty-five percent and net income by approximately forty percent as compared to
the second quarter of fiscal 2022. This quarter marks our sixth consecutive profitable quarter, which we believe is reflective of our
continued focus on profitability while maintaining aggressive growth through market expansion and product innovation,” remarked
Jeff Toghraie, CEO.
Financial Tables
REVIV3 PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
| |
| |
|
| |
November 30, 2023 | |
May 31, 2023 |
| |
| (Unaudited) | | |
| | |
| |
| | | |
| | |
ASSETS | |
| | | |
| | |
CURRENT ASSETS: | |
| | | |
| | |
Cash | |
$ | 5,962,431 | | |
$ | 4,832,682 | |
Accounts receivable, net | |
| 953,315 | | |
| 417,016 | |
Inventory, net | |
| 2,352,215 | | |
| 1,311,864 | |
Prepaid expenses and other current assets | |
| 1,068,767 | | |
| 801,360 | |
| |
| | | |
| | |
Total Current Assets | |
| 10,336,728 | | |
| 7,362,922 | |
| |
| | | |
| | |
OTHER ASSETS: | |
| | | |
| | |
Property and equipment, net | |
| 211,036 | | |
| 157,463 | |
Intangible assets, net | |
| 343,924 | | |
| 382,674 | |
Right of use asset | |
| 69,911 | | |
| 101,845 | |
Other assets | |
| 12,195 | | |
| 12,195 | |
Goodwill | |
| 2,152,215 | | |
| 2,152,215 | |
| |
| | | |
| | |
Total Other Assets | |
| 2,789,281 | | |
| 2,806,392 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 13,126,009 | | |
$ | 10,169,314 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable | |
$ | 1,922,159 | | |
$ | 908,606 | |
Customer deposits | |
| 100,889 | | |
| 183,688 | |
Equipment payable, current | |
| 550 | | |
| 2,200 | |
Contract liabilities, current | |
| 1,050,420 | | |
| 827,106 | |
Notes payable, current | |
| 3,270 | | |
| 172,588 | |
Due to related party | |
| 132,860 | | |
| 158,072 | |
Lease liability, current | |
| 71,374 | | |
| 65,824 | |
Income tax liability | |
| 661,295 | | |
| 230,913 | |
Other current liabilities | |
| 534,067 | | |
| 305,664 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 4,476,884 | | |
| 2,854,661 | |
| |
| | | |
| | |
LONG TERM LIABILITIES: | |
| | | |
| | |
Notes payable, long term | |
| 144,661 | | |
| — | |
Lease liability, long term | |
| — | | |
| 36,752 | |
Contract liabilities, long term | |
| 557,763 | | |
| 605,942 | |
| |
| | | |
| | |
Total Long Term Liabilities | |
| 702,424 | | |
| 642,694 | |
| |
| | | |
| | |
Total Liabilities | |
| 5,179,308 | | |
| 3,497,355 | |
| |
| | | |
| | |
Commitments and contingencies (see Note 11) | |
| — | | |
| — | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
Preferred stock, $0.0001 par value; 300,000,000 shares authorized; 250,000,000 shares issued and outstanding as of November 30, 2023 and May 31, 2023, respectively | |
| 25,000 | | |
| 25,000 | |
Common stock, $0.0001 par value: 450,000,000 shares authorized; 117,076,949 shares issued, and outstanding as of November 30, 2023 and May 31, 2023 | |
| 11,708 | | |
| 11,708 | |
Additional paid-in capital | |
| 10,204,458 | | |
| 10,102,243 | |
Accumulated deficit | |
| (2,294,465 | ) | |
| (3,466,992 | ) |
| |
| | | |
| | |
Total Stockholders’ Equity | |
| 7,946,701 | | |
| 6,671,959 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 13,126,009 | | |
$ | 10,169,314 | |
REVIV3 PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended | |
For the Six Months Ended |
| |
November 30, | |
November 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
| |
| |
| |
| |
|
Sales, net | |
$ | 8,421,677 | | |
$ | 6,731,999 | | |
$ | 14,527,946 | | |
$ | 10,969,357 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of sales | |
| 2,163,738 | | |
| 1,692,965 | | |
| 3,622,441 | | |
| 2,647,669 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 6,257,939 | | |
| 5,039,034 | | |
| 10,905,505 | | |
| 8,321,688 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
Marketing and selling expenses | |
| 3,672,780 | | |
| 3,098,898 | | |
| 6,879,621 | | |
| 5,076,874 | |
Compensation and related taxes | |
| 204,646 | | |
| 509,339 | | |
| 484,635 | | |
| 790,027 | |
Professional and consulting expenses | |
| 491,328 | | |
| 213,205 | | |
| 918,103 | | |
| 679,655 | |
General and administrative | |
| 625,273 | | |
| 232,597 | | |
| 1,185,477 | | |
| 590,736 | |
| |
| | | |
| | | |
| | | |
| | |
Total Operating Expenses | |
| 4,994,027 | | |
| 4,054,039 | | |
| 9,467,836 | | |
| 7,137,292 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME FROM OPERATIONS | |
| 1,263,912 | | |
| 984,995 | | |
| 1,437,669 | | |
| 1,184,396 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
Gain on settlement | |
| 79,182 | | |
| — | | |
| 79,182 | | |
| 50,500 | |
Other income | |
| 3,189 | | |
| — | | |
| 13,024 | | |
| — | |
Interest income | |
| 37,825 | | |
| 4,704 | | |
| 76,318 | | |
| 6,541 | |
Interest expense and other finance charges | |
| (1,640 | ) | |
| (1,755 | ) | |
| (3,284 | ) | |
| (3,213 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Income (Expense), Net | |
| 118,556 | | |
| 2,949 | | |
| 165,240 | | |
| 53,828 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME BEFORE PROVISION FOR INCOME TAXES | |
| 1,382,468 | | |
| 987,944 | | |
| 1,602,909 | | |
| 1,238,224 | |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| 364,393 | | |
| 261,044 | | |
| 430,382 | | |
| 335,797 | |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME | |
$ | 1,018,075 | | |
$ | 726,900 | | |
$ | 1,172,527 | | |
$ | 902,427 | |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME PER COMMON SHARE: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.01 | |
Diluted | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 117,076,949 | | |
| 115,226,893 | | |
| 117,076,949 | | |
| 108,779,476 | |
Diluted | |
| 372,451,949 | | |
| 368,993,486 | | |
| 372,451,949 | | |
| 341,429,203 | |
REVIV3 PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30,
2023 AND 2022
(UNAUDITED)
For the six months ended November 30, 2023 |
| |
| |
Common Stock | |
Additional | |
| |
Total |
| |
Preferred Stock | |
Issued | |
Paid-in | |
Accumulated | |
Stockholders’ |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity |
Balance, May 31, 2023 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 117,076,949 | | |
$ | 11,708 | | |
$ | 10,102,243 | | |
$ | (3,466,992 | ) | |
$ | 6,671,959 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock options expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| 102,215 | | |
| — | | |
| 102,215 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the six months ended November 30, 2023 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,172,527 | | |
| 1,172,527 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, November 30, 2023 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 117,076,949 | | |
$ | 11,708 | | |
$ | 10,204,458 | | |
$ | (2,294,465 | ) | |
$ | 7,946,701 | |
For the three months ended November 30, 2023
| |
| |
| |
Common Stock | |
Additional | |
| |
Total |
| |
Preferred Stock | |
Issued | |
Paid-in | |
Accumulated | |
Stockholders’ |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity |
Balance, August 31, 2023 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 117,076,949 | | |
$ | 11,708 | | |
$ | 10,153,350 | | |
$ | (3,312,540 | ) | |
$ | 6,877,518 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock options expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| 51,108 | | |
| — | | |
| 51,108 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the three months ended November 30, 2023 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,018,075 | | |
| 1,018,075 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, November 30, 2023 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 117,076,949 | | |
$ | 11,708 | | |
$ | 10,204,458 | | |
$ | (2,294,465 | ) | |
$ | 7,946,701 | |
For the six months ended November 30, 2022
| |
| |
| |
Common Stock | |
Additional | |
| |
Total |
| |
Preferred Stock | |
Issued | |
Paid-in | |
Accumulated | |
Stockholders’ |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity |
Balance, May 31, 2022 | |
| — | | |
$ | — | | |
| 41,945,881 | | |
$ | 4,195 | | |
$ | 5,472,084 | | |
$ | (5,291,567 | ) | |
$ | 184,712 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for acquisition of business | |
| 250,000,000 | | |
| 25,000 | | |
| 73,183,893 | | |
| 7,318 | | |
| 3,975,162 | | |
| — | | |
| 4,007,480 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock options expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| 124,145 | | |
| — | | |
| 124,145 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares to be issued for cash | |
| — | | |
| — | | |
| 1,426,391 | | |
| 143 | | |
| 327,907 | | |
| — | | |
| 328,050 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the six months ended November 30, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 902,427 | | |
| 902,427 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, November 30, 2022 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 116,556,165 | | |
$ | 11,656 | | |
$ | 9,899,298 | | |
$ | (4,389,140 | ) | |
$ | 5,546,814 | |
For the three months ended November 30, 2022
| |
| |
| |
Common Stock | |
Additional | |
| |
Total |
| |
Preferred Stock | |
Issued | |
Paid-in | |
Accumulated | |
Stockholders’ |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity |
Balance, August 31, 2022 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 115,129,774 | | |
$ | 11,513 | | |
$ | 9,544,529 | | |
$ | (5,116,040 | ) | |
$ | 4,465,002 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock options expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| 26,862 | | |
| — | | |
| 26,862 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares to be issued for cash | |
| — | | |
| — | | |
| 1,426,391 | | |
| 143 | | |
| 327,907 | | |
| — | | |
| 328,050 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the three months ended November 30, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 726,900 | | |
| 726,900 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, November 30, 2022 | |
| 250,000,000 | | |
$ | 25,000 | | |
| 116,556,165 | | |
$ | 11,656 | | |
$ | 9,899,298 | | |
$ | (4,389,140 | ) | |
$ | 5,546,814 | |
REVIV3 PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Six Months Ended |
| |
November 30, |
| |
2023 | |
2022 |
| |
| |
|
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net income | |
$ | 1,172,527 | | |
$ | 902,427 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 56,022 | | |
| 43,015 | |
Bad debts | |
| 64,327 | | |
| 105,975 | |
Deposit used in rent | |
| | | |
| 8,385 | |
Stock based compensation | |
| 102,215 | | |
| 124,145 | |
Gain on settlement | |
| (79,182 | ) | |
| (50,500 | ) |
Amortization of prepaid expense | |
| — | | |
| 3,159 | |
Change in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (600,626 | ) | |
| (563,594 | ) |
Inventory | |
| (1,040,351 | ) | |
| (447,830 | ) |
Prepaid expenses and other current assets | |
| (267,407 | ) | |
| (243,010 | ) |
Deposits | |
| — | | |
| (12,195 | ) |
Accounts payable and accrued expenses | |
| 1,092,735 | | |
| 651,365 | |
Other current liabilities | |
| 576,718 | | |
| 1,327,096 | |
Contract liabilities | |
| 175,135 | | |
| 347,757 | |
| |
| | | |
| | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | |
| 1,252,113 | | |
| 2,196,195 | |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Cash acquired on business acquisition | |
| — | | |
| 1,066,414 | |
Purchase of property and equipment | |
| (70,845 | ) | |
| (54,400 | ) |
| |
| | | |
| | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | |
| (70,845 | ) | |
| 1,012,014 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Cash raised for common stock to be issued | |
| — | | |
| 328,050 | |
Repayment of equipment financing | |
| (1,650 | ) | |
| (1,750 | ) |
Repayment of note payable | |
| (24,657 | ) | |
| (1,462 | ) |
Advances (payments) from a related party | |
| (25,212 | ) | |
| 111,392 | |
| |
| | | |
| | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | |
| (51,519 | ) | |
| 436,230 | |
| |
| | | |
| | |
NET INCREASE IN CASH | |
| 1,129,749 | | |
| 3,644,439 | |
| |
| | | |
| | |
CASH - Beginning of period | |
| 4,832,682 | | |
| 373,731 | |
| |
| | | |
| | |
CASH - End of period | |
$ | 5,962,431 | | |
$ | 4,018,170 | |
| |
| — | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Interest | |
$ | 3,284 | | |
$ | 250 | |
Income taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Stock issued for asset purchase agreement | |
$ | — | | |
$ | 4,007,480 | |
Tangible assets (excluding cash) acquired in business combination | |
$ | — | | |
$ | 1,740,729 | |
Intangible assets acquired in business combination | |
$ | — | | |
$ | 456,945 | |
Goodwill acquired in business combination | |
$ | — | | |
$ | 2,152,215 | |
Liabilities assumed in business combination | |
$ | — | | |
$ | 1,408,823 | |
About Reviv3
Reviv3 Procare Company (OTCQB: RVIV) is an emerging
global e-commerce consumer products company. The Company is a manufacturer and marketer of premium hearing enhancement and protection
products, including ear plugs, earmuffs, and ear buds, under the AXIL® brand and premium hair and skincare products under its in-house
Reviv3 Procare brand - selling products in the United States, Canada, the European Union and throughout Asia. To learn more, please visit
the Company’s website at www.reviv3.com and, for the AXIL® brand, visit www.goaxil.com.
Forward-Looking Statements
This press release contains a number of forward-looking
statements within the meaning of the federal securities laws. The use of words such as ”believe,” “focus,” and
“growth,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently
available information, and management’s beliefs, projections, and current expectations, and are subject to a number of significant
risks and uncertainties, many of which are beyond management’s control and may cause Reviv3’s results, performance or achievements
to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors
that could cause actual results to differ materially from those in the forward-looking statements include, among other things: (i) Reviv3’s
ability to grow net sales as anticipated and perform in accordance with guidance; (ii) Reviv3’s ability to generate sufficient revenue
to support Reviv3’s operations and to raise additional funds or obtain other forms of financing as needed on acceptable terms, or
at all; (iii) potential difficulties or delays Reviv3 may experience in implementing its cost savings and efficiency initiatives, including
continued integration of the AXIL® brand; (iv) Reviv3’s ability to compete effectively with other hair and skincare companies
and hearing enhancement and protection companies; (v) the concentration of Reviv3’s customers, potentially increasing the negative
impact to Reviv3 by changing purchasing or selling patterns; (vi) changes in laws or regulations in the United States and/or in other
major markets, such as China, in which Reviv3 operates, including, without limitation, with respect to taxes, tariffs, trade policies
or product safety, which may increase Reviv3’s product costs and other costs of doing business, and reduce Reviv3’s earnings;
and (vii) the impact of unstable market and general economic conditions on Reviv3’s business, financial condition and stock price,
including inflationary cost pressures, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages,
ongoing economic disruption, including the effects of the Ukraine-Russia conflict, the Israel-Hamas conflict and the ongoing impact of
worldwide pandemics and other downturns in the business cycle or the economy. There can be no assurance as to any of these matters, and
potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. Other important factors
that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s
filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Except as required
by law, Reviv3 does not assume any obligation to update or revise these forward-looking statements for any reason, even if new information
becomes available in the future.
Investor Relations:
Reviv3 Investor Relations Team
(888) 638-8883
investors@reviv3.com
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