Not An Offering Document
This Investor Memorandum (the “Memorandum”) is being provided for public informational purposes only. This Memorandum is not an offering document and should not be construed in any way as a solicitation to buy or sell securities issued by GPO Plus, Inc. (the “Company”). Any decision regarding the Company’s securities should be made only after careful review of the Company’s SEC filings available on EDGAR, OTC Markets materials where applicable, and independent due diligence by the reader and the reader’s legal, financial, and tax advisors.
Forward-Looking Statements
This Memorandum contains forward-looking statements. Forward-looking statements include, without limitation, statements regarding projected revenue, projected revenue per store, projected gross margin, store count targets, the timing of expected milestones, the size, structure, timing, manner, and pricing of any future capital raise, capital deployment plans, expected use of proceeds, any acquisition strategy, the performance and commercialization of PRISM+ and other technology developed by GPOXLabs, the Company’s competitive position, and any statement that does not relate solely to historical or current fact. Words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “targets,” “potential,” “path to,” “run rate,” and similar expressions are intended to identify forward-looking statements, but their absence does not mean a statement is not forward-looking.
The safe harbor provisions for forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are not available to the Company because the Company is an issuer of penny stock as that term is defined in Rule 3a51-1 under the Exchange Act. Investors should not place undue reliance on any forward-looking statement in this Memorandum and should evaluate any forward-looking statement only in the context of the cautionary factors described below and the Company’s risk-related disclosures, cautionary statements, MD&A, financial statements, notes to financial statements, liquidity disclosures, and other filings with the Securities and Exchange Commission.
Specific factors that could cause actual results to differ materially from any forward-looking statement include, without limitation: (i) the going concern qualification in the Company’s most recent audited financial statements and the substantial doubt about the Company’s ability to continue as a going concern; (ii) the Company’s recurring net losses, working capital deficit, and cumulative deficit of approximately $45.8 million as of January 31, 2026, and cash on hand of approximately $17,897 as of that date; (iii) the Company’s significant customer concentration, including reliance on one customer for approximately 92% of total revenue for the nine months ended January 31, 2026, and approximately 72% of accounts receivable as of that date; (iv) the Company’s need for substantial additional capital to execute its operating plan, the absence of any committed source of such capital, and the likelihood that any future capital raise will be dilutive to existing shareholders; (v) execution risk in scaling store count, per-store revenue, and operating leverage; (vi) competitive dynamics in the direct store delivery and convenience distribution industry, including from larger and better-capitalized competitors; (vii) regulatory changes affecting specialty product categories, including Other Tobacco Products, nicotine accessories, hemp/CBD products, and emerging wellness categories; (viii) the availability of qualified drivers, warehouse personnel, and key personnel, and the concentration of operational knowledge in a small number of individuals; (ix) the development, deployment, and commercialization of PRISM+ and other technology, including risks that platforms in internal alpha or beta deployment do not perform as expected when scaled; (x) the concentration of voting control in the holder of the Company’s Series A Preferred Stock; (xi) integration risks associated with any acquisition the Company may pursue; (xii) the Company’s status as a penny stock issuer and OTCQB-listed company, including limited liquidity, limited analyst coverage, and price volatility; (xiii) general economic, financial market, and geopolitical conditions; and (xiv) the additional risk factors disclosed in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this Memorandum. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Going Concern
The Company’s independent registered public accounting firm has issued a going concern qualification in connection with the Company’s most recent audited financial statements for the fiscal year ended April 30, 2025, as filed in the Company’s Annual Report on Form 10-K. The Company has incurred recurring operating losses since inception, has a working capital deficit, and has not yet established an ongoing source of revenue sufficient to cover its operating costs. As of January 31, 2026, the Company had a cumulative deficit of approximately $45.8 million and cash on hand of approximately $17,897. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. Investors should read this Memorandum in light of the going concern qualification and the Company’s most recent Form 10-K and Form 10-Q in their entirety. Statements in this Memorandum regarding the Company’s operating model, growth strategy, and capital plan should not be read to qualify, modify, or supersede the going concern disclosure in the Company’s public filings.
Customer Concentration
The Company has significant customer concentration. As reported in the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, one customer accounted for approximately 92% of the Company’s total revenue for the nine months ended January 31, 2026, and approximately 72% of the Company’s accounts receivable as of that date. References in this memorandum to active stores, store count, or revenue per store should be read in the context of this concentration. The loss of, or any material reduction in revenue from, this customer would have a material adverse effect on the Company’s revenue, operating results, and ability to execute its capital plan.
Operating Losses And Accumulated Deficit
The Company has reported recurring net losses. Net loss for the fiscal year ended April 30, 2025 was approximately $4.34 million, compared to a net loss of approximately $4.94 million for the fiscal year ended April 30, 2024. Net loss for the nine months ended January 31, 2026 was approximately $2.02 million, compared to approximately $1.58 million for the nine months ended January 31, 2025. The Company’s ability to achieve and sustain profitability is dependent on its ability to scale revenue, manage operating costs, and secure sufficient capital. There is no assurance that the Company will achieve profitability.
Filing Status; No Incorporation by Reference
This Memorandum is being furnished, not filed, as an exhibit to the Company’s Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure). The information in this Memorandum shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Data Sources
Financial data referenced herein is derived from the Company’s SEC filings available on EDGAR, OTC Markets materials where applicable, internal management records, and publicly available industry data from various sources, including NACS, Circana, and other industry bodies. Management estimates, run-rate figures, and projections are identified as such throughout this document and should be distinguished from audited historical results. The fiscal year ended April 30, 2025, audited revenue figure of approximately $4.744 million and audited gross margin of approximately 23.85% are reported results. The $6.4 million annualized run rate estimated as of April 2026.
Capital Strategy Disclaimer
References in this Memorandum to a capital plan, capital strategy, capitalization plan, total capital need, tranches, or any specific dollar amount of capital are forward-looking and reflect management’s current view of the capital required to execute the Company’s operating plan. The Company has not determined the structure, timing, manner, pricing, or terms of any future offering of securities. No offering of securities is being conducted in connection with this Memorandum. This Memorandum is not, and should not be construed as, an offer to sell or a solicitation of an offer to buy any security issued by the Company. Any future offering of securities by the Company, if pursued, will be conducted only through documents specific to that offering and only after registration under the Securities Act of 1933, as amended, or pursuant to an applicable exemption from registration. The Company will require additional capital to execute its operating plan; there is no assurance that such capital will be available on acceptable terms, or at all, and any future capital raise is likely to result in dilution to existing shareholders.
Data Room
The Company’s audited financial statements, risk-related disclosures, cautionary statements, MD&A, financial statements, notes, and other public disclosures are available in the Company’s SEC filings at www.sec.gov and through the Company’s investor relations page at www.GPOPlus.com.
