UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number:
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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The
(The Nasdaq Capital Market) |
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 (the “
Exchange Act
”) 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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
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 ☐ |
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Smaller
reporting company
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Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Number of shares of registrant’s common stock outstanding as of November 13, 2025: .
TABLE OF CONTENTS
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “ Report ”) contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of Mangoceuticals, Inc. (the “ Company ”) that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. In some cases, you can identify forward-looking statements by the following words: “ anticipate, ” “ believe, ” “ continue, ” “ could, ” “ estimate, ” “ expect, ” “ intend, ” “ may, ” “ ongoing, ” “ plan, ” “ potential, ” “ predict, ” “ project, ” “ should, ” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, including under, or incorporated by reference into, “ Risk Factors ”, which factors include:
● our ability to obtain additional funding, the terms of such funding, and dilution caused thereby;
● our ability to build and maintain our brand;
● cybersecurity, information systems and fraud risks and problems with our websites;
● our ability to expand and grow our operations, and successfully market our products;
● changes in, and our compliance with, rules and regulations affecting our operations, sales, and/or our products;
● shipping, production or manufacturing delays;
● our ability to increase sales;
● regulations we are required to comply with in connection with our operations, manufacturing, labeling and shipping;
● competition from existing competitors or new competitors or products that may emerge;
● our dependency on third-parties to prescribe and compound our products;
● our ability to establish or maintain relations and/or relationships with third-parties;
● potential safety risks associated with our products, including the use of ingredients, combination of such ingredients and the dosages thereof;
● the effects of changing inflation and interest rates, tariffs and trade wars, governmental shutdowns, economic downturns, including potential recessions, as well as macroeconomic, geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russian conflict and ongoing conflict in and around Israel) and other large-scale crises;
● our ability to protect intellectual property rights, claims that we have infringed on intellectual property rights, litigation and the outcome thereof, claims that we have infringed on intellectual property rights, litigation and the outcome thereof;
● our ability to adequately support future growth; and
● other risk factors included under “ 1A. Risk Factors ” below.
| 1 |
These statements are not guarantees of future performance or results. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include those set forth under, and incorporated by reference into, “ Item 1A. Risk Factors ”, below.
In addition, statements that “ we believe ” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
You should read the matters described in “ Item 1A. Risk Factors ” and the other cautionary statements made in this Report, and incorporated by reference herein and therein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. All forward-looking statements included herein speak only of the date of the filing of this Report. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
Summary Risk Factors
Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below, as well as the risks and uncertainties discussed in Part II, Item 1A, “ Risk Factors ” of this Quarterly Report on Form 10-Q and Part I, Item 1A, “ Risk Factors ” of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 20, 2025 (the “ 2024 Annual Report ”). Investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q, including our financial statements and related notes, and our other filings made from time to time with the Securities and Exchange Commission. Our business operations could also be affected by factors that we currently consider to be immaterial or that are unknown to us at the present time. If any of these risks occur, our business, financial condition, and results of operations could be materially and adversely affected, and the trading price of our common stock could decline or our common stock could become worthless:
Our business is subject to numerous risks and uncertainties, including those described below and elsewhere in this Report. These risks include, but are not limited to, the following:
● Our need for additional funding, the availability and terms of such funding, and dilution caused thereby;
● We have a limited operating history, have produced only a limited amount of products and have generated only limited revenues to date;
● Our ability to execute our growth strategy and scale our operations and risks associated with such growth, and our ability to attract members and customers;
● The effect of governmental shutdowns, pandemics and governmental responses thereto on our operations, those of our vendors, our customers and the economy in general;
● Risks associated with our products not being, and not expected to be, approved by the U.S. Food and Drug Administration (“ FDA ”) and not having the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death;
| 2 |
● Risks that the FDA may determine that the compounding of our products does not fall within the exemption from the Federal Food, Drug and Cosmetic Act (“ FFDCA Act ”) provided by Section 503A thereof;
● Our significant reliance on related party transactions and risks associated with such related party relationships and agreements;
● The effect of data security breaches, malicious code and/or hackers;
● Competition and our ability to create a well-known brand name;
● Changes in consumer tastes and preferences;
● Material changes and/or terminations of our relationships with key parties;
● Significant product returns from customers, product liability, recalls and litigation associated with tainted products or products found to cause health issues;
● Our ability to innovate, expand our offerings and compete against competitors which may have greater resources;
● Our ability to prevent credit card and payment fraud;
● Risks associated with inflation, changes in interest rates, tariffs and trade wars, and economic downturns, including potential recessions, as well as macroeconomic, geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russian conflict and Israel/Hamas conflict) and other large-scale crises;
● The risk of unauthorized access to confidential information;
● Our ability to protect our intellectual property and trade secrets, claims from third-parties that we have violated their intellectual property or trade secrets and potential lawsuits in connection therewith;
● Our and our providers’ ability to comply with government regulations, changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, and our ability to comply with such new laws or regulations;
● Our reliance on our current management and the terms of their employment agreements with us;
● The outcome of lawsuits, litigation, regulatory matters or claims;
● Certain terms and provisions of our governing documents which may prevent a change of control, and which provide for indemnification of officers and directors, limit the liability of officers or directors, and provide for the board of director’s ability to issue blank check preferred stock; and
● The volatile nature of the trading price of our common stock; dilution experienced by investors in the offering; and dilution which may be caused by future sales of securities.
Additional Information
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “ we, ” “ us, ” “ our, ” “ our company, ” and “ MangoRx ” refer to Mangoceuticals, Inc. The MangoRx design logo, “ MangoRx, ” and our other registered or common law trademarks, service marks, or trade names appearing in this Quarterly Report on Form 10-Q are the property of Mangoceuticals, Inc. Other trade names, trademarks, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, we have omitted the ® and ™ designations, as applicable, for the trademarks we name in this Quarterly Report on Form 10-Q.
| 3 |
Reverse Stock Split
On March 25, 2024, at a special meeting of the Company’s stockholders (the “ Special Meeting ”), the stockholders of the Company approved an amendment to our Certificate of Formation, as amended and restated, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-two to one-for-fifty inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to March 25, 2025 (the “ Stockholder Authority ”).
On October 7, 2024, the Company’s Board of Directors (the “ Board ”), with the Stockholder Authority, approved an amendment to our Certificate of Formation, as amended and restated, to effect a reverse stock split of our common stock at a ratio of 1-for-15 (the “ Reverse Stock Split ”). The Reverse Stock Split is more fully described in the Company’s definitive proxy statement, which was filed with the Commission on March 1, 2024.
On October 8, 2024, we filed a Certificate of Amendment to our Certificate of Formation, as amended and restated (the “ Certificate of Amendment ”) with the Secretary of State of the State of Texas to affect the Reverse Stock Split.
Pursuant to the Certificate of Amendment, the Reverse Stock Split became effective on October 16, 2024, at 12:01 a.m. Eastern Time (the “ Effective Time ”). The shares of the Company’s common stock began trading on the Nasdaq Capital Market (“ Nasdaq ”) on a post-split basis on October 16, 2024, with new CUSIP number: 56270V205. No change was made to the trading symbol for the Company’s shares of common stock, “ MGRX ”, in connection with the Reverse Stock Split.
At the Effective Time, every fifteen (15) shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock, and the total outstanding shares of common stock were reduced from approximately 35.5 million to approximately 2.4 million, without giving effect to any rounding up of fractional shares.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares, were entitled to have their fractional shares rounded up to the nearest whole share. No stockholders received cash in lieu of fractional shares. Shortly after the Reverse Stock Split, and upon a comprehensive review, the Company became aware and was informed of highly irregular trading patterns and an unprecedented increase in the number of shareholder accounts resulting in concerns about potential stock manipulation. The Company continues to monitor and investigate this matter and has approved certain round up share requests on a case-by-case basis.
In addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plan) were proportionately adjusted by the applicable administrator, using the 1-for-15 ratio, to be effective at the Effective Time, pursuant to the terms of the Company’s equity plans. In addition, the exercise price for each outstanding stock option and warrant will be increased in inverse proportion to the 1-for-15 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities. Similar changes were made to other outstanding convertible securities.
The effects of the Reverse Stock Split have been retroactively reflected throughout this Report unless otherwise stated.
| 4 |
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Mangoceuticals, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Prepaid expenses |
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| Deposits |
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| TOTAL CURRENT ASSETS |
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| NON-CURRENT ASSETS | ||||||||
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Property and equipment, net of accumulated depreciation of $
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| Right of use - asset |
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| Intangible assets - acquired patents and license, net of amortization |
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| TOTAL NON-CURRENT ASSETS |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities |
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| Payroll tax liabilities |
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| Notes payable |
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| Notes payable - related parties |
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| Right-of-use liability - operating lease |
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| Other liabilities - patent purchase payable |
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| TOTAL CURRENT LIABILITIES |
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| TOTAL LIABILITIES |
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| COMMITMENTS AND CONTINGENCIES (SEE NOTE 11) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series B Convertible Preferred stock, (par value $ ), shares authorized, and shares were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||
| Series C Convertible Preferred stock, (par value $ ), shares authorized, and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
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| Common stock (par value $ ), shares authorized, of which and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
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| Stock warrants |
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| Subscription receivable |
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| Additional paid in capital |
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| Accumulated deficit |
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| Accumulated other comprehensive loss |
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| TOTAL STOCKHOLDERS’ EQUITY |
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| Non-controlling interest |
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(
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| TOTAL STOCKHOLDERS’ EQUITY |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
Mangoceuticals, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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For The Three Months Ended September 30, 2025 |
For The Three Months Ended September 30, 2024 |
For The Nine Months Ended September 30, 2025 |
For The Nine Months Ended September 30, 2024 |
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| Revenues | ||||||||||||||||
| Revenues | $ |
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$ |
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$ |
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$ |
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| Cost of revenues |
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| Cost of revenues - related party |
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| Gross profit |
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| Operating expenses | ||||||||||||||||
| General and administrative expenses |
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| Salary and benefits |
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| Advertising and marketing |
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| Investor relations |
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| Stock based compensation |
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| Total operating expenses |
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| Loss from operations |
(
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(
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(
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(
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| Other (income) expense | ||||||||||||||||
| Interest expense |
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| Interest expense - amortization on discount |
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| Loss from settlement |
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| Total other (income) expense |
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| Loss before income taxes |
(
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| Income taxes | ||||||||||||||||
| Net loss |
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| Net loss attributed to non-controlling interest |
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| Net loss attributed to Mangoceuticals, Inc. |
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| Preferred stock dividend requirements |
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| Net loss attributed to Mangoceuticals, Inc. common stockholders | $ |
(
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(
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(
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) | $ |
(
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| Basic and diluted loss per share | ||||||||||||||||
| Basic and diluted loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
Mangoceuticals, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
|
For the Three Months Ended September 30, 2025 |
For the Three Months Ended September 30, 2024 |
For the Nine Months Ended September 30, 2025 |
For The Nine Months Ended September 30, 2024 |
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| Net loss | $ |
(
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(
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(
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| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation adjustments |
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| Comprehensive loss |
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| Less comprehensive loss attributed to non-controlling interest |
(
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(
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(
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| Comprehensive loss attributable to Mangoceuticals, Inc. stockholders | $ |
(
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(
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(
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(
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
Mangoceuticals, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
| Preferred B Stock | Preferred C Stock | Common Stock | Stock | Subscriptions | Additional Paid-in | Accumulated |
Accumulated Comprehensive |
Non-Controlling | Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Warrants | Receivable | Capital | Deficit | Loss | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ |
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$ | $ | $ |
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$ |
(
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) | $ | $ | $ |
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| Issuance of common stock for services |
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| Issuance of common stock for cash |
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| Options and warrants vested for services | - | - | - |
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| Translation adjustment |
(
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(
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| - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss |
(
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(
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(
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| Balance, March 31, 2024 | $ | $ |
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$ |
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$ | $ | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | |||||||||||||||||||||||||||||||
| Issuance of Preferred Stock B |
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- | - |
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(
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) |
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||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Amortization of discount on preferred stock | - | - | - |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Preferred Stock C for IP Acquisition | - |
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- |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for Services | - | - |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for Cash | - | - |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred Stock B for Common Stock |
(
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) | - | - |
(
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) |
(
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) | ||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for Preferred Stock B Conversion | - | - |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Imputed Interest | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Options and Warrants Vested for Services | - | - | - |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Translation Adjustment | - | - | - |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net (loss) | - | - | - |
(
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) |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 |
|
$ |
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$ |
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$ |
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$ |
|
$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
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| Issuance of Preferred Stock B for cash | - | - |
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| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Amortization of discount on preferred stock | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | - |
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred Stock B for Common Stock |
(
|
) | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for Preferred Stock B Conversion | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Reverse stock split rounding adjustment | - | - | - |
(
|
) |
|
|
|||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Options and Warrants Vested for Services | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Translation Adjustment | - | - | - |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net (loss) | - | - | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||||||||||
| Balance December 31, 2024 |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||||||||||
| Collection of subscriptions receivable | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for master service agreement | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock B for common stock |
(
|
) | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of preferred stock B | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Options and warrants vested for services | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||||||||||||
| Issuance of preferred stock B for cash |
|
- | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | - | - |
|
|
(
|
) |
|
|
||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt settlement | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock B for common stock |
(
|
) | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for preferred stock B Conversion | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Options and Warrants Vested for Services | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cashless exercise of warrants | - | - |
|
|
(
|
) | ||||||||||||||||||||||||||||||||||||||||||||||
| Translation Adjustment | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) | - | - | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||||||||||
| Issuance of common stock for cash | - | - |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of common stock for rescinded master distributor agreement | - | - |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt settlement | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock B for common stock |
(
|
) | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for preferred stock B Conversion | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Options and Warrants Vested for Services | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
| Translation Adjustment | - | - | - |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) | - | - | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 8 |
Mangoceuticals, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
For the Nine Months Ended
September 30,
|
For The Nine Months Ended September 30, 2024 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation |
|
|
||||||
| Issuance of common stock for services |
|
|
||||||
| Loss on debt settlement |
|
|||||||
| Options vested for stock-based compensation |
|
|
||||||
| Reverse stock split rounding adjustment |
|
|||||||
| Loss on sale of assets |
|
|||||||
| Amortization of discount on preferred stock |
|
|||||||
| Operating lease right of use asset |
|
|
||||||
| Amortization of license agreement |
|
|||||||
| Amortization on intangible assets |
|
|||||||
| (Increase) decrease in operating assets: | ||||||||
| Inventory |
|
|||||||
| Prepaid expenses |
(
|
) |
|
|||||
| (Decrease) increase in operating liabilities: | ||||||||
| Accounts payable and accrued liabilities |
|
|
||||||
| Accrued liabilities - related parties |
|
|||||||
| Operating lease right of use liabilities |
(
|
) |
(
|
) | ||||
| Payroll tax liabilities |
|
(
|
) | |||||
| Other liabilities |
(
|
) |
(
|
) | ||||
| NET CASH USED IN OPERATING ACTIVITIES |
(
|
) |
(
|
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Sale of assets |
|
|||||||
| NET CASH PROVIDED BY(USED IN) INVESTING ACTIVITIES |
|
|||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from borrowings on notes payable |
|
|||||||
| Proceeds from borrowings on notes payable - related parties |
|
|
||||||
| Proceeds from sales of common stock |
|
|
||||||
| Proceeds from sales of series B convertible preferred stock |
|
|
||||||
| Proceeds from exercise of warrants |
|
|||||||
| Collection of subscriptions receivable |
|
|||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ||||||||
| End of period |
|
(
|
) | |||||
| CASH AND CASH EQUIVALENTS: | ||||||||
| Beginning of period |
|
|
||||||
| Effects of currency translation on cash and cash equivalents |
|
(
|
) | |||||
| End of period | $ |
|
$ |
|
||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental schedule of non-cash investing and financing activities: | ||||||||
| Issuance of common stock for license agreement | $ |
|
$ | |||||
| Issuance of Series C Convertible Preferred for patent acquisition | $ | $ |
|
|||||
| Issuance of common stock for settlement of debt settlement | $ |
|
$ | |||||
| Issuance of common stock for settlement of note payable | $ |
|
$ | |||||
| Issuance of common stock for settlement of note payable - related parties | $ |
|
$ | |||||
| Issuance of common stock for conversion of Series B Convertible Preferred | $ |
|
$ |
|
||||
| Issuance of common stock for cashless warrant exercise | $ |
|
$ | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 9 |
Mangoceuticals, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS
Mangoceuticals, Inc. (“ Mangoceuticals ” or the “ Company ”), was incorporated in the State of a Texas on October 7, 2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ ED ”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. In this regard, we have developed and are commercially marketing a brand of ED products under the brand name “ Mango, ” a brand of hair loss products under the brand name “ Grow, ” a brand of hormone balance and therapy products under the name “ Mojo, ” and a brand of weight loss products under the brand name “ Slim ” (Mango, Grow, Mojo, and Slim are collectively referred to as the “ Compounded Products ”).
The Company is also marketing and selling an U.S. Food and Drug Administration (“ FDA ”) approved form of oral testosterone undecanoate to treat low testosterone in men and as a form of Testosterone Replacement Therapy (TRT), developed and produced by Marius Pharmaceuticals, Inc. under the brand name “ Prime ” powered by Kyzatrex® (“ Prime” ) (Prime and our Compounded Products collectively referred to as the “ Pharmaceutical Products ”).
The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). The studies are anticipated to be completed in the 3rd quarter of 2025 which will then determine the Company’s next steps in its commercialization and monetization efforts.
The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described below) intends to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“ Dermytol ”). The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under this agreement in the 1 st quarter of 2026.
The Company’s Compounded Products are produced at and fulfilled by a related party compounding pharmacy using a proprietary combination of FDA approved ingredients which are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Mangoceuticals is currently marketing and selling the Pharmaceutical Products exclusively online via its website at www.MangoRx.com . Product availability varies by state with additional details available on our website.
Initial
Public Offering.
In March 2023, the Company completed an initial public offering (the “
IPO
”), in which the Company
issued and sold
shares of common stock for $
per share for net proceeds of $
Reverse
Stock Split
. On October 16, 2024, the Company affected a
| 10 |
Shortly after the Reverse Stock Split, and upon a comprehensive review, the Company became aware of and was informed of highly irregular trading patterns and an unprecedented increase in the number of shareholder accounts resulting in concerns about potential stock manipulation. The Company continues to monitor and investigate this matter and has approved certain round up share requests on a case-by-case basis.
As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease to common stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024. The Company adjusted the number of outstanding shares of common stock on the consolidated balance sheet and in the statement of changes in stockholders’ equity for all periods presented to reflect the impacts of the Reverse Stock Split. Where we disclose the number of shares of common stock within the footnotes to the consolidated financial statements, we have presented post-Reverse Stock Split amount as denoted.
Unless otherwise noted, all references in the condensed consolidated financial statements and notes to the condensed consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split for each period presented.
On December 15, 2023, we entered into an underwriting agreement (the “ Underwriting Agreement ”) with Boustead Securities, LLC (“ Boustead ”), as representative of certain underwriters (the “ Underwriters ”), relating to a public offering of shares of the Company’s common stock to the Underwriters at a purchase price to the public of $ per share and also granted to the Underwriters a 45-day option to purchase up to additional shares of common stock, solely to cover over-allotments, if any, at the public offering price less the underwriting discounts (the “ Follow On Offering ”).
The
Follow-On Offering closed on December 19, 2023. As a result, the Company sold
shares of its common stock for total gross proceeds
of $
The
net proceeds to the Company from the Follow-On Offering, after deducting the underwriting discounts and commissions and offering expenses,
were approximately $
On
December 19, 2023, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead for the purchase
of
On
January 18, 2024, the Underwriters notified the Company that they were exercising their over-allotment option in full to purchase an
additional
shares of common stock, which sale closed on January 22, 2024. The net proceeds to the Company from the sale of the
shares of common stock, after deducting underwriting discounts and expenses, was approximately $
On
January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to Boustead for the
purchase of
| 11 |
On
April 5, 2024 (the “
Initial Closing Date
”), we agreed to definitive terms on a Securities Purchase Agreement dated
April 4, 2024 (as amended from time to time, the “
SPA
”), with an institutional accredited investor (the “
Purchaser
”),
pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company,
shares of
then newly designated Series B Convertible Preferred Stock (“
Series B Preferred Stock
”) of the Company for $
Also
on the Initial Closing Date, the Company entered into an Equity Purchase Agreement (the “
ELOC
”) with the Purchaser
pursuant to which the Purchaser committed to purchase up to $
On
April 24, 2024, the Company entered into a Patent Purchase Agreement (the “
Intramont IP Purchase Agreement
”), with
Intramont Technologies, Inc. (“
Intramont
”). Pursuant to the Intramont IP Purchase Agreement, we purchased certain
patents and patent applications owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases,
and orally transmitted diseases such as human papillomavirus (HPV) (the “
Patents
”), in consideration for $
The Company purchased the Patents and assigned the Patents to its then newly formed wholly-owned subsidiary, MangoRx IP Holdings, LLC, a Texas limited liability company (“ MangoRx IP ”).
On
April 26, 2024, the Company partially closed a planned second closing under the SPA (the “
Second Closing
”) whereby
the Purchaser paid $
| # |
Initial Stated
Value of Preferred Stock to be issued by installment |
Warrants to be issued | Closing Date |
Aggregate
(USD) |
||||||||||
| Initial Closing | $ |
|
|
|
$ |
|
||||||||
| Second Closing | $ |
|
- | (the “ Second Closing Date ”) | $ |
|
||||||||
| Third Closing | $ |
|
|
|
$ |
|
||||||||
| Fourth Closing | $ |
|
- | (the “ Fourth Closing Date ”) after the shares of common stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), subject to any limitations pursuant to Rule 415 | $ |
|
||||||||
| Total | $ |
|
|
$ |
|
|||||||||
| 12 |
On
May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $
On
June 28, 2024 (the “
Third Closing Date
”), the Company sold the Purchaser
shares of Series B Preferred Stock (the
“
Third Closing Shares
”) and (a) warrants to purchase up to
If
at any time the Warrants are outstanding there occurs any share split, share dividend, share combination recapitalization or other similar
transaction involving the common stock (each, a “
Share Combination Event
”, and such date thereof, the “
Share
Combination Event Date
”) and the Event Market Price (defined below) is less than the then exercise price then in effect, then
on the sixth trading day immediately following such Share Combination Event Date, the Exercise Price then in effect on such sixth trading
day is automatically reduced (but in no event increased) to the Event Market Price. The “
Event Market Price
” means,
with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price
of the common stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day
after such Share Combination Event Date, divided by (y) five. In connection with the Reverse Stock Split, the exercise price of the Warrants
was automatically adjusted to $
As described in the table above, the sale of an additional shares of Series B Preferred Stock in the Fourth Closing was subject to certain conditions to closing and was expected to occur within 180 days after the shares of common stock issuable upon conversion of the Series B Preferred Stock sold in the Initial Closing, Second Closing, Third Closing and Fourth Closing, have been registered under the Securities Act.
On
August 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $
On
September 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $
On
October 2, 2024,
shares of Series B Preferred Stock (with an aggregate stated value of $
On
October 18, 2024,
shares of Series B Preferred Stock (with an aggregate stated value of $
During
2024, as required under the terms of the Series B Preferred Stock, the Company paid accrued dividends on the Series B Preferred Stock
through the issuance of
shares of common stock that resulted in a deemed dividend of approximately $
| 13 |
Effective
on December 18, 19, and 31, 2024, we agreed to definitive terms on Securities Purchase Agreements (the “
December 2024 SPAs
”),
with certain institutional accredited investors (the “
Purchasers
”), pursuant to which the Company sold the Purchasers,
and the Purchasers purchased from the Company,
shares of Series B Preferred Stock for $
On
December 19, 2024, the Company entered into a Patent Purchase Agreement (the “
Greenfield Purchase Agreement
”), with
Greenfield Investments, Ltd. (“
Greenfield
”). Pursuant to the Greenfield Purchase Agreement, we purchased certain patents
and patent applications owned by Greenfield, related to mushroom-derived compositions and methods of treatment. The acquired patent encompasses
nutraceutical compositions derived from functional mushrooms, including well-known varieties such as
Cordyceps sinensis
,
Ganoderma
lucidum
(Reishi), and
Hericium erinaceus
(Lion’s Mane). These formulations are designed to deliver a range of health
benefits, such as enhancing immune function, boosting cognitive performance, supporting mood and mental clarity, providing adaptogenic
and antioxidant benefits, and suppressing appetite. The patent also specifies the flexibility of the formulations, allowing for the combination
of these compounds in precise dosages to maximize synergistic effects. (the “
Greenfield Patents
”), in consideration
for $
Effective
on January 3rd and 6
th
, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “
January 2025
SPAs
”), with certain institutional accredited investors (the “
January Purchasers
”), pursuant to which the
Company sold the January Purchasers, and the January Purchasers purchased from the Company,
shares of Series B Preferred Stock for
$
On January 9, 2025, Mango & Peaches filed a Certificate of Designations of Mango & Peaches Corp., establishing the designations, preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the “ Series A Preferred Stock ”), with the Secretary of State of Texas, which was filed by the Texas Secretary of State on January 15, 2025, effective January 9, 2025 (the “ Series A Designation ”). The Series A Designation designated shares of Series A Preferred Stock.
The
Series A Designation provides for the Series A Preferred Stock to have the following rights: No dividend, liquidation, redemption or
conversion rights; voting rights providing that for so long as any shares of Series A Preferred Stock remain issued and outstanding,
the holders thereof, voting separately as a class, have the right to vote on all shareholder matters (including, but not limited to at
every meeting of the stockholders of Mango & Peaches and upon any action taken by stockholders of Mango & Peaches with or without
a meeting)
| 14 |
On
January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit
Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements
(the “
Epiq Scripts Assignments
”) with Epiq Scripts, LLC, which is 52% owned by Jacob Cohen, the Company’s Chief
Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches, the Company’s current
wholly-owned subsidiary (provided that the Company has agreed to issue Mr. Cohen
Pursuant to the Epiq Scripts Assignments, the Company assigned all of its rights under (1) a September 1, 2022, Master Services Agreement, as amended with Epiq Scripts; and (2) a September 15, 2023, Consulting Agreement with Epiq Scripts, to Mango & Peaches, Mango & Peaches agreed to take responsibility for all obligations thereunder, effective as of the assignment date, and Epiq Scripts agreed to novate the responsibility of the Company thereunder, effective as of the assignment date. Additionally, we agreed to indemnify Mango & Peaches for any liability under such agreements prior to the assignment date and Mango & Peaches agreed to indemnify us against any liability under such agreements after the assignment date.
On
January 15, 2025, the Company sold the Purchaser the final
shares of Series B Preferred Stock (the “
Final Fourth Closing
Shares
”) for $
On February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the Intramont IP Purchase Agreement (the “ Amendment Letter ”), pursuant to which Intramont has agreed that all funds paid by the Company towards the furtherance and development of the Patents would be credited against the Cash Payments owed to Intramont and we agreed to work in good faith with Intramont on financing, developing and commercializing the Patents.
As
a result of the Amendment Letter, as of September 30, 2025, a total of $
On
February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible
Preferred Stock (with an aggregate stated value of $
On
March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the
Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “
Series B Designation
”), to:
| 15 |
On
April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement with an institutional accredited investor pursuant
to which the Company sold the purchaser, and the purchaser purchased from the Company
shares of Series B Convertible Preferred Stock
of the Company for $
On
April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
If the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less than the exercise price of the warrants then in effect (such lower price, the “ Base Share Price ” and such issuances collectively, a “ Dilutive Issuance ”) then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price. No adjustment, however, is to be made for certain customary Exempt Issuances (as defined in the SPAs).
On May 13, 2025, Mango & Peaches, the Company’s then wholly-owned subsidiary issued shares of its common stock and shares of its Series A Super Majority Voting Preferred Stock (collectively, the “ M&P Stock ”) to Jacob Cohen, the Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches, which was due pursuant to the terms of Mr. Cohen’s employment agreement with the Company, as amended.
Following
the issuance of the M&P Stock, Mr. Cohen owned
The
Series A Super Majority Voting Preferred Stock carries dividend rights, liquidation preference, conversion rights, or redemption rights.
Its primary feature is its super majority voting power: while any Series A Super Majority Voting Preferred Stock shares remain outstanding,
the holders collectively control
| 16 |
On
June 5, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
September 16, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible
Preferred Stock (with an aggregate stated value of $
MangoRx
Mexico
S
.A. de C.V.
, a Mexican Stock Company, is
MangoRx
UK Limited
, a company incorporated under the laws of the United Kingdom, is
Mango
& Peaches Corp.
, a company incorporated under the laws of Texas, is
MangoRx
IP Holdings, LLC
, a Texas limited liability company which is
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – The condensed consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”). All dollar amounts are rounded to the nearest thousand dollars.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation on the condensed consolidated balance sheet and statements of operations.
Cash Equivalents
Highly
liquid investments with original maturities of three months or less are considered cash equivalents. The Company maintains the majority
of its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“
FDIC
”) insures the total cash
balance up to $
December 2024 Subsidiary Reorganization
On
December 13, 2024, the Company, entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches, a then recently formed
wholly-owned subsidiary of the Company (the “
Contribution Agreement
”). Pursuant to the Contribution Agreement, the
Company contributed substantially all of its assets, including ownership of: (a) its
| 17 |
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Mangoceuticals, Inc. and its consolidated subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Wholly-owned subsidiaries:
| ● | Mango & Peaches Corp. | |
| ● | MangoRx IP Holdings, LLC |
Wholly-owned subsidiaries of Mango & Peaches.
| ● | MangoRx UK Limited |
Majority-owned subsidiaries of Mango & Peaches.
| ● |
The
Company owns
|
Non-Controlling Interest
Mango
& Peaches owns
Segment Reporting
The Company operates as a single operating segment. The Chief Decision-Making Officer (CDOM), Chief Financial Officer, Gene Johnston, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. As such, the Company has determined that it operates in one reportable segment in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting.
The Company’s operations are managed as a unified business, with consistent products and services offered across its customer base. The nature of the products and services, production processes, customer types, and distribution methods are substantially similar throughout the Company’s activities.
All revenues, expenses, assets, and liabilities are evaluated collectively, and no discrete financial information is prepared or reviewed at a lower level. Accordingly, no additional segment information is presented.
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification (“ ASC ”) 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “ more likely than not ” criteria of ASC 740.
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “ more-likely-than-not ” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
| 18 |
Intangible Assets
Patents
The Company’s intangible assets consist of patents acquired through purchase and master distributor license agreements, as described above.
The
patents are classified as finite-lived intangible assets and are amortized on a straight-line basis over their estimated useful lives,
which range from
The carrying amount of patents as of September 30, 2025 is as follows:
| ● | Gross carrying amount: | $ |
|
|||
| ● | Accumulated amortization: |
|
||||
| ● | Net carrying amount: | $ |
|
Amortization
expense for the nine months ended September 30, 2025 was $
| ● |
Year
1: $
|
|
| ● |
Year
2: $
|
|
| ● |
Year
3: $
|
|
| ● |
Year
4: $
|
|
| ● |
Year
5: $
|
In
the years thereafter, the amount to be amortized will be $
The Company performs annual impairment testing for its intangible assets to ensure that the carrying amount does not exceed the recoverable amount. For the nine months ended September 30, 2025, no impairment losses were recognized.
| 19 |
Master Distribution Agreements
Agreement with Propre Energie Inc.
On January 30, 2025, the Company entered into a Master Distribution Agreement (“ MDA ”) with Propre Energie Inc., granting the Company a license to certain intellectual property and patent rights related to clinically proven plant-based formulations under the brand Dermytol®. These formulations target hyperpigmentation, dark spots, uneven skin tone, and skin brightening.
As
consideration, the Company issued
common shares with a par value of $
and a fair value of $
The
agreement is accounted for as an intangible asset under ASC 350-30, given the exclusive licensing rights and identifiable future economic
benefits. The asset is amortized straight-line over
Agreement with Navy Wharf, Ltd.
On March 24, 2025, the Company entered into a Master Distribution Agreement (“ Navy Wharf Agreement ”) with Navy Wharf, Ltd., a Turks and Caicos limited company, granting the Company exclusive distribution rights for Diabetinol®, a nutraceutical product formulated to manage blood glucose and HbA1c levels.
As consideration, the Company issued common shares with a par value of $ and a fair value of $ on the issuance date. The agreement grants exclusive rights within the United States and Canada, preventing Navy Wharf from appointing other distributors or marketing products under an alternative brand without prior consent.
The agreement is perpetual unless terminated sooner under conditions such as breach of contract, insolvency, or other defined provisions. The Company is also responsible for appointing sub-distributors at its own risk, expense, and supervision.
The agreement is accounted for as an intangible asset under ASC 350-30, given the exclusive licensing rights and identifiable future economic benefits. The asset is amortized straight-line over , subject to annual impairment review in accordance with US GAAP.
The carrying amount of master distribution agreements as of September 30, 2025 is as follows:
| ● | Gross carrying amount: | $ |
|
|||
| ● | Accumulated amortization: |
|
||||
| ● | Net carrying amount: |
|
Amortization
expense for the nine months ended September 30, 2025 was $
| ● |
Year
1: $
|
|
| ● |
Year
2: $
|
|
| ● |
Year
3: $
|
|
| ● | Year 4: $ | |
| ● | Year 5: $ |
On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “ Rescission Agreement ”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the Navy Wharf Agreement, effective as of July 30, 2025, and each of the parties provided mutual releases of their obligations under the Navy Wharf Agreement, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “ Rescission ”). As a result of the Recission Agreement, the Company cancelled the shares previously issued to Navy Wharf at $ per share, or $ . The Company incurred no material early termination penalties in connection with the Rescission. As a result the net book value of $ was removed from intangible assets.
License Agreement and Master Distribution Agreement
On May 14, 2025, MangoRx IP, the Company’s wholly-owned subsidiary, entered into a Master Distribution Agreement with PrevenTech Solutions, LLC (“ PrevenTech ” and the “ PrevenTech MDA ”). Pursuant to the PrevenTech MDA, the Company granted PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain intellectual property and patent rights held by the Company relating to respiratory illness prevention technology, including the right to sell antiviral products, including but not limited to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives for poultry and livestock, which may be manufactured and/or designed in a various formats, using the patents.
| 20 |
In
consideration for the rights under the PrevenTech MDA, PrevenTech agreed to pay us
The PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the PrevenTech MDA.
As of September 30, 2025, there have been no reported sales in conjunction with the license agreement.
Foreign Currency Translation
The Company’s principal country of operations is the United States. The financial position and results of its operations are determined using U.S. Dollars (“ US$ ” or “ $ ”), the local currency, as the functional currency. The Company’s condensed consolidated financial statements are reported using the U.S. Dollars. The results of operations and the statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s statements of operations and comprehensive income (loss).
The following table outlines the currency exchange rates that were used in preparing the condensed consolidated financial statements:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Period-end spot rate |
US$
|
US$
|
||||||
| Average rate |
US$
|
US$
|
We compute net loss per share in accordance with ASC 260, Earning per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were options, warrants, and derivative securities outstanding as of September 30, 2025. There were options, warrants, and derivative securities outstanding as of December 31, 2024.
Use of Estimates and Assumptions
The preparation of condensed consolidated financial statements in accordance with US GAAP requires the Company’s 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.
| 21 |
Fair Value of Financial Instruments
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurement (“ ASC 820 ”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The following tables summarize our financial instruments measured at fair value as of September 30, 2025 and December 31, 2024.
| Fair Value Measurements at September 30, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | $ |
|
$ | $ | ||||||||
| Total assets |
|
|||||||||||
| Liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| $ |
|
$ | $ | |||||||||
| Fair Value Measurements at December 31, 2024 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | $ |
|
$ | $ | ||||||||
| Total assets |
|
|||||||||||
| Liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| $ |
|
$ | $ | |||||||||
Property and Equipment
Property
and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed
from the respective accounts and the net difference less any amount realized from the disposition is reflected in earnings. For financial
statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful
lives of three (
| 22 |
Concentration and Risks
The Company’s operations are subject to various risks, including financial, operational, regulatory, and other risks, as well as the potential risk of business failure. For the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company had no significant revenue from continuing operations, which were derived from a single or a few major customers.
Black-Scholes Option Pricing Model
The Company uses a Black-Scholes option pricing model to determine the fair value of warrants and options issued.
Warrants
The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares. The Company accounts for its currently issued warrants in conjunction with the Company’s common stock shares in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption.
In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“ CODM ”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. There was no material effect on the condensed consolidated financial statements for the nine months ended September 30, 2025.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. There was no material effect on the condensed consolidated financial statements for the nine months ended September 30, 2025.
In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income (Subtopic 220-40). This ASU clarifies effective dates for expense disaggregation disclosures. It is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and does not expect a material effect on its condensed consolidated financial statements.
| 23 |
In February 2025, the FASB issued ASU No. 2025-02, Liabilities (Topic 405). This ASU updates SEC paragraphs pursuant to Staff Accounting Bulletin No. 122. It is effective upon issuance. The Company has evaluated the guidance and determined that it does not have a material impact on its condensed consolidated financial statements.
In March 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810). This ASU provides guidance on determining the accounting acquirer in acquisitions involving variable interest entities (VIEs). It is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this ASU and does not expect a material effect on its condensed consolidated financial statements.
In April 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). This ASU clarifies accounting for share-based consideration payable to a customer. It is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this ASU and does not expect a material effect on its condensed consolidated financial statements.
Related Parties
The Company follows subtopic 850-10 of FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20, the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the guidance of Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Material related party transactions have been identified in Note 6 and Note 10 in the notes to condensed consolidated financial statements.
The Company recognizes compensation costs to employees under FASB ASC 718 Compensation - Stock Compensation (“ ASC 718 ”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option and warrant grant.
| 24 |
Revenue Recognition
The Company follows the provisions of ASC 606. Revenue from Contracts with Customer for recording and recognizing revenue from customers . The Company generates our online revenue through the sale of products and services purchased by customers directly through our online platform. Online revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and includes revenue recognition adjustments recorded pursuant to US GAAP. Online revenue is generated by selling directly to consumers through our websites.
The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services and has met its performance obligation. For revenue generated through its online platform, the Company defines its customer as an individual who purchases products or services through websites. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer.
The Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company’s completion of its performance obligations.
The Company has entered into agreements with various physician groups to provide online telemedicine technology services to the Company. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which providers provide the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services.
Additionally, the Company has entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC (“ Contracted Pharmacy ”), which is a related party, to provide pharmacy and compounding services to the Company to fulfill its promise to customers for contracts that include sale of prescription products and to fill prescriptions that are ordered by the Company’s customers for fulfillment through the Company’s websites. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Contracted Pharmacy fills a customer’s prescription; (ii) Contracted Pharmacy fills the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order, and; (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services.
The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue.
Inventories
Inventories
are stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out (“
FIFO
”)
basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the
cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions
are less favorable than those projected by management, additional inventory write-downs may be required. During the nine months ended
September 30, 2025 and the year ended December 31, 2024, there were
| 25 |
Marketing and Advertising
The
Company follows the policy of charging the costs of marketing and advertising to expense as incurred. The Company charged $
Subsequent Events
The Company follows the guidance in Section 855-10-50 of FASB ASC 855, Subsequent Events , for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the condensed consolidated financial statements were issued (see Note 12).
Reclassification
During the three months ended September 30, 2025, the Company reclassified certain prior-period equity balances to conform to the current-period presentation. Specifically:
● An amount of $
● For the three-month
periods ended March 31, 2025 and June 30, 2025, accrued dividends of $
These reclassifications did not affect net income, total assets, or total liabilities for any period presented. The Company believes this presentation more accurately reflects the nature of the preferred stock dividend obligations and enhances comparability across reporting periods.
NOTE 3 – DIGITAL ASSET TREASURY ACTIVITY
During
the three months ended September 30, 2025, the Company facilitated the receipt and conversion of approximately $
The Company does not hold digital assets for investment or treasury purposes and had no crypto asset holdings or balances in transfer accounts as of September 30, 2025.
The Company accounts for digital assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets. Under this guidance, digital assets are measured at fair value, with changes in fair value recognized in earnings. However, because all digital assets received during the period were promptly converted to fiat currency, no material gains or losses were recognized in connection with these transactions.
The Company maintains internal controls over digital asset transfers, including:
| ● | Verification of counterparties and wallet addresses, |
| ● | Authorization protocols for initiating transfers, and |
| ● | Daily reconciliation of crypto-to-fiat conversions. |
The Company does not classify digital assets as cash or cash equivalents under ASC 305, and such assets are not included in liquidity metrics unless and until converted to fiat currency.
NOTE 4 – DEPOSITS
The
Company signed a lease agreement for office space, effective October 1, 2022, which included an initial security deposit of $
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT
Depreciation
for the nine months ended September 30, 2025 and 2024 was $
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Computers |
|
|
||||||
| Equipment |
|
|||||||
| Less accumulated depreciation: |
(
|
) |
(
|
) | ||||
| Disposed equipment |
(
|
) | ||||||
| Property and equipment, net |
|
|
||||||
NOTE 6 – LOANS FROM RELATED PARTIES
On
March 1, 2024, the Company borrowed $
On
March 18, 2024, the Company borrowed $
On
April 1, 2024, the Company borrowed $
| 26 |
On
October 18, 2024, the Company entered into a $
The
Cohen Note in the principal amount of $
On
December 13, 2024, Mr. Cohen sold his note in the amount of $
On
May 2, 2025, the Company borrowed $
On,
and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note (the “
Agreement to Amend
”),
with Tiger Cub, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, pursuant to which
(a) Tiger Cub and the Company agreed to amend and restate the Promissory Note into an Amended and Restated Convertible Promissory Note
(the “
A&R Note
”); and (b) the Company granted Tiger Cub warrants to purchase
The
Tiger Cub Warrants have an exercise price of $
| 27 |
NOTE 7 – NOTES PAYABLE
On
December 13, 2024, Cohen Enterprises, Inc., which is owned and controlled by Jacob Cohen, our Chief Executive Officer, entered into a
Note Purchase Agreement with Mill End Capital Ltd. (“
Mill End
”), and sold a Promissory Note totaling $
On
January 15, 2025, the Company entered into a Debt Conversion Agreement (the “
Debt Conversion Agreement
”) with Mill
End, pursuant to which acquired by Mill End from Cohen Enterprises on December 13, 2024, for $
Pursuant
to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $
Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note.
On
April 15, 2025, the Company borrowed $
On,
and effective on May 27, 2025, the Company entered into an Agreement to Amend Promissory Note (the “
Agreement to Amend
”),
with the Holder, pursuant to which (a) the Holder and the Company agreed to amend and restate the Promissory Note into an Amended and
Restated Convertible Promissory Note (the “
A&R Note
”); and (b) the Company granted the Holder warrants to purchase
The
A&R Note amended and restated the Promissory Note to (a) provide the Holder the option to convert the principal and accrued interest
under the note into shares of common stock of the Company at a conversion price of $
On
July 16, 2025, Indigo Capital LP converted the full $
NOTE 8 – CAPITAL STOCK
Preferred Stock
The Company is authorized to issue up to shares of “ blank check ” preferred stock, $ par value.
Series B Convertible Preferred Stock
On
March 28, 2024 and amended on June 27, 2024, the Company designated
shares of the Company’s Series B Convertible Preferred
Stock, par value $
per share (the “
Series B Preferred Stock
”). Each Series B Preferred Stock share has a stated
value equal to $
| 28 |
Effective
on January 3rd and 6th, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “
January 2025 SPAs
”),
with certain institutional accredited investors (the “
January 2025 Purchasers
”), pursuant to which the Company sold
the January 2025 Purchasers, and the January 2025 Purchasers purchased from the Company,
shares of Series B Preferred Stock for $
On
January 15, 2025, the Company sold the Purchaser the final
shares of Series B Preferred Stock (the “
Final Fourth Closing
Shares
”) for $
On
February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible
Preferred Stock (with an aggregate stated value of $
On
March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 26, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
| 29 |
On
March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the
Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock of Mangoceuticals, Inc., to:
On
April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement with an institutional accredited investor pursuant
to which the Company sold the Purchaser, and the Purchaser purchased from the Company
shares of Series B Convertible Preferred Stock
of the Company for $
On
April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
June 5, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
September 15, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible
Preferred Stock (with an aggregate stated value of $
6% Series C Convertible Cumulative Preferred Stock
On
April 18, 2024, the Company designated
shares of a then new series of preferred stock, par value $
per share, the Company’s
“
As
of September 30, 2025, the aggregate and per-share amounts of arrearages in cumulative preferred dividends is $
| 30 |
On
April 24, 2024, the Company entered into a Patent Purchase Agreement, with Intramont Technologies, Inc. (“
Intramont
”
and the “
Intramont Purchase Agreement
”). Pursuant to the Intramont Purchase Agreement, the Company purchased certain
patents and patent applications owned by Intramont, related to the prevention of infections, including the common cold, respiratory diseases,
and orally transmitted diseases such as human papillomavirus (HPV), in consideration for $
On February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the IP Purchase Agreement (the “ Amendment Letter ”), pursuant to which Intramont has agreed that all funds paid by the Company towards the furtherance and development of the Patents would be credited against the Cash Payments owed to Intramont and we agreed to work in good faith with Intramont on financing, developing and commercializing the Patents.
As
a result of the Amendment Letter, a total of $
Common Stock
On
October 5, 2024,
The Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock. The Company issued one whole share of common stock to any shareholder that would have received a fractional share as a result of the Reverse Stock Split. Therefore, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection with any fractional shares that resulted from the Reverse Stock Split.
As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease to common stock on our condensed consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024. The Company adjusted the number of outstanding shares of common stock on the condensed consolidated balance sheet and in the statement of changes in stockholders’ equity for all periods presented to reflect the impacts of the Reverse Stock Split.
Unless otherwise noted, all references in the condensed consolidated financial statements and notes to condensed consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split for each period presented.
The Company is authorized to issue shares of common stock, par value $ per share, of which shares were issued and outstanding at December 31, 2024, and shares were issued and outstanding at September 30, 2025.
On
January 15, 2025, pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $
| 31 |
On
January 15, 2025, we entered into a Consulting Agreement with 2 B MD (“
2 B MD
”), whereby 2 B MD agreed to provide
general marketing and design related services as reasonably requested by the Company during the term of the agreement, which was for
On
January 15, 2025, we entered into a Consulting Agreement with Alicia Stathopoulos (“
Alicia
”), whereby Alicia agreed
to provide general marketing and design related services as reasonably requested by the Company during the term of the agreement, which
was for
On
January 15, 2025, we entered into a Consulting Agreement with Victoria Valentine (“
Victoria
”), whereby
Victoria
agreed to provide general marketing and design related services as reasonably requested by the Company during the term of the agreement,
which was for
On
January 15, 2025, we entered into a Consulting Agreement with Safaya Investment In Commercial Enterprises & Management Co. L.L.C
(“
Safaya
”), whereby
Safaya
agreed to provide general consulting services as reasonably requested by the Company
during the term of the agreement, which was for
On
January 15, 2025, we amended our Consulting Agreement with North York, Ltd., to include additional services related to identifying various
business opportunities and strategic partnerships as reasonably requested by the Company during the term of the agreement. In consideration
for agreeing to provide the additional services, the Company agreed to issue North an additional
shares of common stock (for
a total of
shares of common stock) under the Second Amended and Restated Mangoceuticals, Inc. 2022 Plan. The additional shares
were valued at $
per share for a total of $
On January 30, 2025, the Company entered into a Master Distribution Agreement (the “ MDA ”), with Propre Energie Inc (“ Propre ”). Pursuant to the MDA, the Company will license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol®.
We
agreed pursuant to the MDA to pay Propre
shares of the Company’s restricted common stock (the “
Propre Shares
”)
and
| 32 |
On
February 3, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase
shares
of common stock of the Company’s restricted common stock from the Company for a total of $
On
February 7, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase
shares
of common stock of the Company’s restricted common stock from the Company for a total of $
On
February 7, 2025, we entered into a Consulting Agreement with Spartan Crest Capital Corp. (“
Spartan
”), whereby Spartan
agreed to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement,
which was for 6 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such
breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued
Spartan
shares of common stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
On
February 7, 2025, we entered into a Consulting Agreement with Sendero Holdings, Ltd. (“
Sendero
”), whereby Sendero
agreed to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement,
which was for 6 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such
breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued
Sendero
shares of common stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
On
February 7, 2025, we entered into a Consulting Agreement with Pat Ceci (“
Ceci
”), whereby Ceci agreed to provide general
marketing and consulting services as reasonably requested by the Company during the term of the agreement, which was for 6 months, unless
otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written
notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Ceci
shares of common
stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
On
February 10, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to
the exercise of warrants to purchase
On
February 11, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to
the exercise of warrants to purchase
On
February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible
Preferred Stock (with an aggregate stated value of $
On
February 14, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to
the exercise of warrants to purchase
| 33 |
On
February 19, 2025, the Company entered into a Consulting Agreement with 6330 Investment & Consulting Gmbh (“
6330 Consulting
”),
to provide certain strategic business advisory services related to making certain introductions of strategic partners and potential acquisition
opportunities to the Company, and as reasonably requested by the Company during the term of the Agreement, which is for 12 months, unless
otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written
notice thereof. In consideration for agreeing to provide the services under the agreement, the Company agreed to issue 6330 Consulting
shares of common stock of the Company’s restricted common stock upon the parties’ entry into the agreement. The agreement
contains customary confidentiality and non-solicitation provisions. The shares were exempt from registration pursuant to Section 4(a)(2)
and/or Rule 506 of the Securities Act. The price of the shares on the date of issuance was $
with a total value of $
On
March 20, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase
shares of
common stock of the Company’s restricted common stock from the Company for a total of $
On March 25, 2025, the Company entered into a Master Distribution Agreement (the “ Navy MDA ”), with Navy Wharf, Ltd (“ Navy ”). Pursuant to the Navy MDA, the Company will license certain intellectual property rights from Navy relating to composition and natural formula for a nutraceutical product to manage blood glucose and HbA1c levels to be marketed and sold under the brand Diabetinol®
We
agreed pursuant to the Navy MDA to pay Navy
shares of the Company’s restricted common stock (the “
Navy Shares
”)
and
On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “ Rescission Agreement ”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the MSA, effective as of July 30, 2025, and each of the parties provided mutual releases of their obligations under the MSA, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “ Rescission ”). As a result of the Recission Agreement, the Company cancelled the shares previously issued to Navy Wharf at $ per share, or $ . The Company incurred no material early termination penalties in connection with the Rescission.
On
March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
| 34 |
On
March 26, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On March 17, 2025, at a Special Meeting of the stockholders of the Company, the stockholders of the Company approved a Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (“ Second Amendment ” and the Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan, as amended by the Second Amendment, the “ 2022 Plan ”). The Second Amendment was originally approved by the Board of Directors of the Company on February 15, 2025, subject to stockholder approval and the Second Amendment became effective at the time of stockholder approval.
The 2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) shares in performance of services; (vii) other awards of equity or equity based compensation; or (viii) any combination of the foregoing. In making such determinations, the Board or Compensation Committee may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board or Compensation Committee, in its discretion shall deem relevant.
Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2022 Plan is currently the sum of .
On
April 2, 2025, MAAB Global Ltd. (“
MAAB
”), the holder of $
| 35 |
On
April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
April 8, 2025, we entered into a Consulting Agreement with 2855322 Ontario Inc. (“
2855322 Ontario
”), whereby 2855322
Ontario agreed to provide financial advisory, investor awareness and related consulting services as reasonably requested by the Company
during the term of the agreement, which is for
Effective on April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, an aggregate of fully-vested and earned shares of Company common stock under the 2022 Plan, as a discretionary bonus for consideration for services rendered during 2025, to certain of the Company’s officers and directors, as discussed below.
Included as part of the issuances was the issuance of the following shares of common stock to officers and directors of the Company:
| Recipient | Position With Company | Shares | ||||
| Jacob D. Cohen | Chief Executive Officer and Chairman |
|
||||
| Antonios Isaac | President and Director |
|
||||
| Kenny Myers | Director |
|
||||
| Alex Hamilton | Director |
|
||||
| Lorraine D’Alessio | Director |
|
||||
On
April 10, 2025, we entered into a Consulting Agreement with Luca Consulting, LLC, whereby Luca agreed to provide general consulting services
as reasonably requested by the Company during the term of the agreement, which was for
On
April 10, 2025, we amended our Consulting Agreement with North York, Ltd., to include additional services related to identifying various
business opportunities and strategic partnerships as reasonably requested by the Company during the term of the agreement. In consideration
for agreeing to provide the additional services, the Company agreed to issue North an additional
shares of common stock under
the 2022 Plan. The additional shares were valued at $
per share for a total of $
On
April 16, 2025, we amended our Consulting Agreement with Spartan Crest Capital, to include additional services related to identifying
various business opportunities and strategic partnerships as reasonably requested by the Company during the term of the agreement. In
consideration for agreeing to provide the additional services, the Company agreed to issue Spartan an additional
shares of common
stock under the 2022 Plan. The additional shares were valued at $
per share for a total of $
On
April 16, 2025, we entered into a Consulting Agreement with Cardinal Advisors, Ltd (“
Cardinal
”), whereby Cardinal
agreed to provide general consulting services as reasonably requested by the Company during the term of the agreement, which was for
12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30
days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Cardinal
shares of common stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
| 36 |
On
April 18, 2025, we entered into a Consulting Agreement with ArcStone Securities and Investments Corp. (“
ArcStone
”),
whereby
ArcStone
agreed to provide financial advisory, investor awareness and related consulting services as reasonably requested
by the Company during the term of the agreement, which is for 6 months. In consideration for agreeing to provide the services under the
agreement, the Company issued
ArcStone
shares of common stock valued at $
per share for a total of $
On
April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
May 1, 2025, we entered into a Consulting Agreement with LSTM Holdings, LLC (“
LSTM
”), whereby LSTM agreed to provide
general consulting services as reasonably requested by the Company during the term of the agreement related to MangoRx Mexico S.A., which
was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach
30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued LSTM
shares of common stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
On
May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the “
Settlement
”) between
the Company, Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman and 1800 Diagonal Lending, LLC (“
1800
Diagonal
”). Pursuant to the Settlement and in consideration for general releases of all parties, and the dismissal of a lawsuit
with prejudice, pursuant to which 1800 Diagonal has made claims against the Company and Mr. Cohen, the Company agreed to issue 1800 Diagonal
shares of restricted common stock of the Company (the “
Settlement Shares
”). The Settlement Agreement was entered
into following a mediation between the parties. The shares were valued at $
per share for a total of $
On
May 22, 2025, we entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. (“
Levo
”), to provide marketing
services to the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of
the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing
to provide the services under the agreement, the Company agreed to pay Levo
shares of common stock under the 2022 Plan. The shares
were valued at $
per share for a total of $
On
May 23, 2025, we entered into a Consulting Agreement with Legend Consulting LLC (“
Legend
”), whereby Legend agreed
to provide management, development, and advisory services in connection with the nutraceutical products that leverage the intellectual
property (“
IP
”) acquired by the Company. These services shall include, but are not limited to: Research, development,
and formulation of new and existing products; Conducting market analysis and providing strategic business planning; Advising on regulatory
compliance and industry standards; Coordinating manufacturing processes and optimizing supply chain operations; Providing branding strategies
and marketing advisory services; and Performing any additional services as may be mutually agreed upon in writing by both parties which
was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach
30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Legend
shares of common stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
| 37 |
On
May 23, 2025, we entered into a Consulting Agreement with Joe Ontman (“
Ontman
”), whereby Ontman agreed to provide
general marketing and business related services to the Company. These services shall include providing branding strategies and marketing
advisory services and performing any additional services as may be mutually agreed upon in writing by both parties which was for 12 months,
unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after
written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Ontman
shares
of common stock under the Company’s 2022 Plan. The shares were valued at $
per share for a total of $
On
May 23, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “
Investors
”),
pursuant to which the Investors purchased an aggregate of
The
Investor Warrants have an exercise price of $
On
June 2, 2025, a holder of Company warrants completed a cashless exercise of
This
non-cash transaction removed
The transaction was consistent with ASC 505-20 and reflects the Company’s approach to prudent capital management. Management continues to monitor financing arrangements to align with shareholder interests and long-term strategic growth.
On
June 2, 2025, the Company issued
| 38 |
The Company recorded:
| ● |
An
increase in Common Stock of $
|
| ● |
An increase in
APIC – Common Stock of $
|
No cash was received. The transaction was accounted for entirely within equity, and the warrants were extinguished upon exercise.
On
June 5, 2025, holder of the Company’s Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $
On
June 5, 2025, the Company delivered an Advance Notice to the Purchaser and sold the Purchaser
shares of common stock pursuant
to the terms of the ELOC for $
per share for a total of $
On
June 9, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the
exercise of warrants to purchase
As
described in Note 3 above, on June 10, 2025, the Company delivered an Advance Notices to Platinum Point Capital and sold Platinum Point
Capital
shares of common stock pursuant to the terms of the ELOC ranging from $
to $
per share for a total of $
On
July 2, 2025, we entered into a First Amendment to Consulting Agreement with LSTM whereby LSTM agreed to provide additional general consulting
services as reasonably requested by the Company during the term of the agreement related to MangoRx Mexico S.A., which was for
On
July 3, 2025, we entered into a Consulting Agreement with Dr. Douglas Christianson (“
Dr. Christianson
”), whereby Dr.
Christianson agreed to provide medical research and product development services in connection with assisting in identifying and formulating
additional products for both PeachesRx and MangoRx, which was for
On
July 16, 2025, Indigo Capital LP, which entity held a convertible promissory note in the principal amount of $
| 39 |
On July 29, 2025, a holder of certain outstanding
warrants of the Company, exercised warrants to purchase
On August 26, 2025, the Company entered into a Subscription
Agreement pursuant to which the purchaser agreed to purchase
shares of common stock of the Company’s restricted common stock
from the Company for a total of $
On August 27, 2025, we entered into a Consulting Agreement
with Amundson Media, LLC (“
Amundson
”), whereby Amundson agreed to provide marketing and direct media buying strategies
services for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such
breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued
Amundson
shares of common stock under the Company’s 2022 Plan for outstanding fees that were due. The shares were valued
at $
per share for a total of $
On August 29, 2025, the Company entered into four
Subscription Agreements pursuant to which the purchasers agreed to purchase
shares of common stock of the Company’s restricted
common stock from the Company for a total of $
Effective on September 9, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, an aggregate of fully-vested and earned shares of Company common stock under the Second Amended and Restated Mangoceuticals, Inc. 2022 Plan, as a discretionary bonus for consideration for services rendered during 2025, to certain of the Company’s officers and directors, as discussed below.
| Recipient | Position With Company | Shares | ||||
| Jacob D. Cohen | Chief Executive Officer and Chairman |
|
||||
| Eugene Johnston | Chief Financial Officer |
|
||||
| Kenny Myers | Director |
|
||||
| Alex Hamilton | Director |
|
||||
| Lorraine D’Alessio | Director |
|
||||
On September 10, 2025, we entered into a First Amendment
to Consulting Agreement with Luca Consulting, LLC whereby Luca agreed to provide general consulting services as reasonably requested by
the Company during the term of the agreement, which was for
| 40 |
On September 10, 2025, we entered into a Consulting
Agreement with PHX Global, LLC (“
PHX
”). Pursuant to the Consulting Agreement, PHX agreed to provide consulting and
general business advisory services as reasonably requested by the Company during the term of the agreement, which was for twelve months,
unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after
written notice thereof. The agreement contains customary confidentiality and non-solicitation provisions. In consideration for agreeing
to provide the services under the agreement, the Company issued PHX
shares which were issued under the Company’s 2022 Plan.
The additional shares were valued at $
per share for a total of $
On September 16, 2025, a holder of the Company’s
Series B Convertible Preferred Stock converted
shares of Series B Convertible Preferred Stock (with an aggregate stated value of $
On September 16. 2025, the Company issued
shares to The Loev Law Firm, PC, for legal services rendered to the Company. David M. Loev, the managing partner of The Loev Law Firm,
PC is the brother-in-law of Jacob Cohen, our Chief Executive Officer. The shares, which were issued under the Company’s 2022 Plan,
were valued at $
per share for a total of $
On September 25, 2025, we entered into a Second Amendment
to Consulting Agreement with LSTM whereby LSTM agreed to provide additional general consulting services as reasonably requested by the
Company during the term of the agreement, which was for
Options:
During the year ended December 31, 2022, the Company granted a total of options to purchase shares of common stock of the Company, under the 2022 Plan, of which were granted to Jacob Cohen, the Company’s CEO, and were granted to Jonathan Arango, the Company’s then President and then COO, related to their respective employment agreement. The options have an exercise price of $ per share, an original life of and vest at the annual renewal of their employment over .
On May 1, 2023, the Company granted options to purchase shares of common stock of the Company, under the 2022 Plan to Amanda Hammer, the Company’s then COO, related to her employment agreement. The options have an exercise price of $ per share, an original life of and vest at the annual renewal of their employment over .
On December 28, 2023, the Company granted options to purchase shares of common stock of the Company, under the 2022 Plan to Jacob Cohen, the Company’s CEO, related to his employment agreement. The options have an exercise price of $ per share, an original life of and vested at the time of grant.
On March 28, 2024, Mr. Arango resigned from his position as President and Director of the Company. As detailed in his employment agreement, unvested options were forfeited upon resignation or termination of employment as an officer and director. Mr. Arango did not exercise his vested options by the June 28, 2024 deadline for exercise, resulting in all vested options being terminated.
On July 12, 2024, the Company granted options to purchase shares of common stock of the Company, under the 2022 Plan to Raffi Sahul, related to his agreement to serve as manager of MangoRx IP. The options have an exercise price of $ per share, an original life of and vested immediately.
On September 9, 2025, the Company granted options to purchase shares of common stock of the Company, under the 2022 Plan to Jacob Cohen, in consideration for services rendered and to be rendered to the Company as Chief Executive Officer of the Company. The options have a term of , an exercise price of $ per share, which was the closing sales price of the Company’s common stock on September 9, 2025, the grant date; vest over 18 months with of the options vesting upon grant and of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohen’s continued service with the Company on such vesting date; and vest in full upon any termination of Mr. Cohen by the Company without cause, or by Mr. Cohen for good reason, or upon a change of control of the Company.
| 41 |
For the nine months ended September 30, 2025 and 2024, $ and $ , respectively, have been recorded and included as stock-based compensation expense on the condensed consolidated statement of operations. Mr. Cohen, Mr. Arango (former President and Director) and Ms. Hammer (former COO) are related parties.
| Options |
Weighted Average Exercise Price |
|||||||
| Outstanding, December 31, 2023 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Exercised | ||||||||
| Expired / Forfeited |
(
|
) |
|
|||||
| Outstanding, December 31, 2024 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Exercised | ||||||||
| Expired / Forfeited | ||||||||
| Outstanding, September 30, 2025 |
|
$ |
|
|||||
| Exercisable, September 30, 2025 |
|
$ |
|
|||||
| Outstanding Options | Exercisable Options | |||||||||||||||||||||
|
Options Exercise Price Per Share |
Shares |
Life (Years) |
Weighted Average Exercise Price |
Shares |
Weighted Average Exercise Price |
|||||||||||||||||
| $ |
|
|
$ |
|
|
$ |
|
|||||||||||||||
| $ |
|
|
$ |
|
|
$ |
|
|||||||||||||||
| $ |
|
|
$ |
|
|
$ |
|
|||||||||||||||
| $ |
|
|
$ |
|
|
$ |
|
|||||||||||||||
As of September 30, 2025, The aggregate initial fair value of the options measured on the grant dates of August 31, 2022, May 1, 2023, December 28, 2023, July 12, 2024, and September 9, 2025 was calculated using the Black-Scholes option pricing model based on the following assumption:
| Fair Value of common stock on measurement date | $ | – | ||
| Risk free interest rate | % - | % | ||
| Volatility | % - | % | ||
| Dividend Yield | % | |||
| Expected Term | - |
| (1) | The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. | |
| (2) | The trading volatility was determined by calculating the volatility of the Company’s peer group. | |
| (3) | The Company does not expect to pay a dividend in the foreseeable future. | |
| (4) | The Company, in accordance with staff accounting bulletin (“ SAB ”)14-D.2, used the simplified method (plain vanilla) to determine the overall expected term. |
| 42 |
Warrants:
In August 2022, the Company initiated a private placement
of up to $
As additional consideration in connection with the
IPO, upon the closing of the IPO, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting
Agreement for the IPO, warrants to purchase
As additional consideration in connection with the
follow-on offering, upon the closing of the follow-on offering, we granted Boustead Securities, LLC, the representative of the underwriters
named in the Underwriting Agreement for the follow on offering following the IPO, warrants to purchase
On January 22, 2024, pursuant to an Underwriting Agreement,
the Company also issued a common stock purchase warrant to the representative of the underwriters for the purchase of
On April 4, 2024, pursuant to the SPA with the Purchaser,
the Company issued a common stock purchase warrant for the purchase of
On June 28, 2024, pursuant to the SPA (as amended),
the Company issued a common stock purchase warrant for the purchase of
shares of its common stock at an exercise price of $
On June 28 2024, pursuant to the SPA (as amended),
the Company issued a common stock purchase warrant for the purchase of
shares of its common stock at an exercise price of $
On August 22, 2024, we entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. (“ Levo ”), to provide marketing services to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.
| 43 |
In consideration for agreeing to provide the services
under the agreement, the Company agreed to pay $
From December 18 - 31, 2024, pursuant to the December
2024 SPAs, the Company issued a common stock purchase warrant for the purchase of
shares of its common stock at a weighted average
exercise price of $
Effective on January 3rd and 6th, 2025, we agreed
to definitive terms on the January 2025 SPAs with the January 2025 Purchasers pursuant to which the Company sold the January 2025 Purchasers,
and the January 2025 Purchasers purchased from the Company,
shares of Series B Preferred Stock for $
On February 10, 2025, the Company received a Notice
of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase
On February 11, 2025, the Company received a Notice
of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase
On February 11, 2025, the Company received a Notice
of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase
On February 14, 2025, the Company received a Notice
of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase
On June 2, 2025, the Company completed a cashless
exercise of
| 44 |
This non-cash transaction removed
The transaction was consistent with ASC 505-20 and reflects the Company’s approach to prudent capital management. Management continues to monitor financing arrangements to align with shareholder interests and long-term strategic growth.
On June 2, 2025, the Company issued
The Company recorded:
| ● |
An increase in Common Stock of $
|
|
| ● |
An increase in APIC – Common Stock of $
|
No cash was received. The transaction was accounted for entirely within equity, and the warrants were extinguished upon exercise.
On June 9, 2025, the Company received a Notice of
Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase
On July 29, 2025, a holder of certain outstanding
warrants of the Company, exercised warrants to purchase
As of September 30, 2025 and December 31, 2024, the
fair value of warrants outstanding was $
The following table summarizes common stock warrants activity:
| Warrants |
Weighted Average Exercise Price Per Share |
|||||||
| Outstanding, December 31, 2023 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Exercised | ||||||||
| Expired | ||||||||
| Cancelled | ||||||||
| Outstanding, December 31, 2024 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Exercised |
|
$ |
|
|||||
| Expired | ||||||||
| Cancelled | ||||||||
| Outstanding, September 30, 2025 |
|
$ |
|
|||||
| Exercisable, September 30, 2025 |
|
$ |
|
|||||
| 45 |
The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of September 30, 2025, were as follows:
| Outstanding and Vested Warrants | ||||||||||
|
Weighted Average
Warrant Exercise Price Per Share |
Shares | Life (Years) | ||||||||
| $ |
|
|
|
|||||||
As of September 30, 2025, warrants to purchase shares of common stock are outstanding and vested, and the vested stock warrants have a weighted average remaining life of years.
The aggregate initial fair value of the warrants granted in 2024 and 2025 was calculated using the Black-Scholes option pricing model based on the following assumptions:
| Fair Value of common stock on measurement date | $ | - $ | ||
| Risk free interest rate | From % to | % | ||
| Volatility | From % to | % | ||
| Dividend Yield | % | |||
| Expected Term | - years |
| (1) | The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. | |
| (2) | The trading volatility was determined by calculating the volatility of the Company’s peer group. | |
| (3) | The Company does not expect to pay a dividend in the foreseeable future. |
NOTE 9 – GOING CONCERN
These condensed consolidated financial statements
have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge
of liabilities in the normal course of business for the next twelve months. As reflected in the accompanying condensed consolidated financials,
the Company had a net loss of $
| 46 |
NOTE 10 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.
On October 31, 2024, Eli Lilly and Company (“ Eli Lilly ”) filed a complaint against us in the Northern District of Texas Dallas Division. The complaint alleges causes of action against us for false and misleading advertising and promotion in violation of Section 43(a)(1)(B) of the Lanham Act; and false advertising, in connection with the Company’s TRIM product, and seeks (a) a declaratory judgment, an injunction from falsely stating or suggesting that our oral dissolvable tirzepatide tablets are approved by the FDA, have been the subject of clinical studies, or achieve certain therapeutic outcomes; engaging in any unfair competition with Eli Lilly; and engaging in any deceptive or unfair acts; (b) an order requiring the Company and its officers, agents, servants, employees, and attorneys and all persons acting in concert or participation with any of them, to engage in corrective advertising by informing consumers that: a. our oral dissolvable tirzepatide tablets do not contain the same formulation as MOUNJARO® or ZEPBOUND®; b. our oral dissolvable tirzepatide tablets do not contain the same dosage as MOUNJARO® or ZEPBOUND®; c. our oral dissolvable tirzepatide tablets are not and have never been approved by FDA; d. our oral dissolvable tirzepatide tablets have never been studied in clinical trials; and d. our oral dissolvable tirzepatide tablets have never been demonstrated to be safe or effective; (c) an order directing the Company to file with the court and serve on Eli Lilly’s attorneys, thirty (30) days after the date of entry of any injunction, a report in writing and under oath setting forth in detail the manner and form in which it has complied with the court’s injunction; (e) an order requiring the Company to account for and pay to Eli Lilly any and all profits arising from the foregoing acts of alleged false advertising; (f) an order requiring the Company to pay Eli Lilly compensatory damages in an amount as of yet undetermined caused by the false advertising and trebling such compensatory damages for payment to Lilly in accordance with 15 U.S.C. § 1117 and other applicable laws; (f) an order requiring the Company to pay Eli Lilly all types of monetary remedies available under Texas state law in amounts as of yet undetermined caused by the foregoing acts of unfair competition; (g) pre-judgment and post-judgment interest on all damages; and (h) attorney’s fees.
As discussed above, the initial Complaint asserted two claims: (i) false advertising under the federal Lanham Act; and (ii) common law deceptive advertising. The Company moved to dismiss the second claim, arguing that Texas does not recognize such a claim. Thereafter, on January 30, 2025, Eli Lilly responded by filing an amended complaint wherein it removed the 2 nd cause of action. On February 24, 2025, the Company filed its response along with its affirmative defenses and concluding with a motion to dismiss.
On June 23, 2025, the Company and Eli Lilly entered
into a Confidential Settlement and Mutual Release Agreement whereby both parties agreed to settle and resolve the complaint upon the Company
agreeing pay Lilly a total of $
On February 18, 2025, Boustead brought an arbitration
action against the Company with the Financial Industry Regulatory Authority (“
FINRA
”) claiming fees for services owed
to Boustead pursuant to its original Engagement Agreement and Advisory Services Agreement entered into with Boustead on June 21, 2022
(the “
Boustead Agreement
”). Specifically, Boustead is claiming the Company owes Boustead in excess of $
On May 5, 2025, the Company entered into a Compromise
Settlement Agreement and Mutual Release (the “
Settlement
”) between the Company, Jacob D. Cohen, the Company’s
Chief Executive Officer and Chairman and 1800 Diagonal Lending, LLC (“
1800 Diagonal
”). Pursuant to the Settlement and
in consideration for general releases of all parties, and the dismissal of a lawsuit with prejudice, pursuant to which 1800 Diagonal has
made claims against the Company and Mr. Cohen, the Company agreed to issue 1800 Diagonal
shares of restricted common stock of the
Company (the “
Settlement Shares
”). The Settlement Agreement was entered into following a mediation between the parties.
The shares were issued on May 5, 2025 with a fair value of $
| 47 |
In connection with the appointment of Mr. Antonios
Isaac as a member of the Board of Directors of the Company and as President of the Company, the Company entered into a Consulting Agreement
with Mr. Isaac on January 15, 2025 (the “
Isaac Consulting Agreement
”). Pursuant to the Isaac Consulting Agreement,
Mr. Isaac agreed to serve as the President of the Company and to provide services to the Company as reasonably requested during the term
of the Isaac Consulting Agreement, which is 12 months. As consideration for the services to be provided by Mr. Isaac under the Isaac Consulting
Agreement, the Company agreed to pay him $
On July 1, 2025, Mr. Antonios Isaac, the Company’s President and member of the Board of Directors, provided notice to the Company of his resignation as both a member of the Board of Directors and President.
On January 27, 2025, the Company entered into a First
Amendment to Payment Plan Letter Agreement (the “
1
st
Amendment
”) with MAAB Global Ltd. (“
MAAB
”).
MAAB had previously purchased rights to $
RELATED PARTIES
On January 28, 2025, the Company, with the approval
of the disinterested members of the Board of Directors and the Company’s Audit Committee, made up of independent members of the
Board of Directors, entered into an LT Global Practice Management Service Agreement (the “
LT Service Agreement
”) with
LT Global Practice Management (“
LT Global
”), which entity is owned by the wife of Mr. Cohen. Pursuant to the agreement,
LT Global agreed to provide us virtual professionals at the rate of between $
On, and effective on February 6, 2025, the Company, with the approval of the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, entered into a First Amendment to Employment Agreement with Amanda Hammer, the Company’s then Chief Operating Officer (the “ Hammer Amendment ”).
Pursuant to the Hammer Amendment, Ms. Hammer’s
role with the Company was expanded to include serving as Chief Operating Officer of Mango & Peaches Corp.; certain provisions of the
employment agreement relating to the Company were amended to include both the Company and Mango & Peaches; Ms. Hammer’s compensation
was increased to $
per year, effective February 1, 2025; and the Company agreed to pay Ms. Hammer a cash bonus of $
| 48 |
On April 24, 2025, we entered into a First Amendment to Amended and Restated Executive Employment Agreement with Jacob D. Cohen, our Chief Executive Officer (the “ Amendment ”). The Amendment, which has an effective date of April 1, 2025, amended that prior Amended and Restated Executive Employment Agreement dated December 13, 2024, by and between the Company and Mr. Cohen, as amended to date (the “ A&R Agreement ”) to: (a) provide for Mr. Cohen to be paid a bonus of an additional shares of Mango & Peaches, a subsidiary of the Company, common stock (the “ M&P Stock ”); (b) increase Mr. Cohen’s base yearly compensation to $ per year (from $ per year); (c) increase the monthly office allowance payable to Mr. Cohen to $ (from $ ); and (d) increase the monthly car allowance payable to Mr. Cohen to $ per month (from $ ).
Operating Leases
The Company has a lease for an office in Dallas, Texas classified as operating leases under ASC 842.
On September 28, 2022, and with
an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway, L.P. (the “
Landlord
”)
to lease and occupy approximately
The Company utilizes the incremental borrowing rate
in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental
borrowing rate of
The Company has right-of-use assets of $
| Maturity of Lease Liabilities at September 30, 2025 | Amount | |||
| 2025 | $ |
|
||
| Total lease payments |
|
|||
| Less: Imputed interest |
(
|
) | ||
| Present value of lease liabilities | $ |
|
||
NOTE 11 – SUBSEQUENT EVENTS
The Company evaluates events that have occurred after the condensed consolidated balance sheet date but before the condensed consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events:
October 2025 Series B Conversion
On October 16, 2025,
shares of Series B Preferred
Stock (with an aggregate stated value of $
| 49 |
Lease Agreement
On October 27, 2025, the Company entered into a Lease
Agreement (the “
Lease
”) with SVHQ, LLC (the “
Landlord
”) to lease and occupy approximately
Hammer Separation Agreement
On October 27, 2025, the Company entered into a Separation
Agreement with its then Chief Operating Officer, Amanda Hammer (“
Hammer
”), pursuant to which (i) Hammer’s employment
with the Company was terminated, effective October 22, 2025, and (ii) the Company agreed to pay Hammer a separation payment consisting
of nine (9) months of pay at Hammer’s regular compensation rate (the “
Separation Payment
”). The Separation Payment
will be paid in equal monthly installments pursuant to the Company’s regular payroll schedule, commencing November 1, 2025 and continuing
for eight (8) months thereafter until paid in full (the “
Separation Agreement
”). Pursuant to the Separation Agreement,
the Company may, at its discretion, request that Hammer provide consulting or project-based services related to her former role or areas
of expertise at an hourly rate of $
| 50 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended December 31, 2024, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 20, 2025 (the “ 2024 Annual Report ”). The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “ Cautionary Statement Regarding Forward-Looking Information” , above. Words such as “ expects, ” “ anticipates, ” “ targets, ” “ goals, ” “ projects, ” “ intends, ” “ plans, ” “ believes, ” “ seeks, ” “ estimates, ” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Quarterly Report and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.
The following discussion is based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the shipment of products, and the fulfillment of orders, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to sales returns, allowance for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2025 and 2024, above.
See also “ Glossary of Industry Terms ” beginning on page 3 of our 2024 Annual Report for information on certain of the terms used below.
References to our websites and those of third parties below are for information purposes only and, unless expressly stated below, we do not desire to incorporate by reference into this Report information in such websites.
Unless the context otherwise requires, references in this Report to “ we, ” “ us, ” “ our, ” the “ Registrant ”, the “ Company, ” “ MangoRx ” and “ Mangoceuticals, Inc. ” refer to Mangoceuticals, Inc.
| 51 |
In addition:
| ● | “ Exchange Act ” refers to the Securities Exchange Act of 1934, as amended; | |
| ● | “ FDA ” means the U.S. Food and Drug Administration; | |
| ● | “ FFDCA Act ” means the Federal Food, Drug and Cosmetic Act, which is a set of U.S. laws passed by Congress in 1938 giving authority to the FDA to oversee the safety of food, drugs, medical devices, and cosmetics; | |
| ● | “ Nasdaq ” means the Nasdaq Capital Market; | |
| ● | “ SEC ” or the “ Commission ” refers to the United States Securities and Exchange Commission; and | |
| ● | “ Securities Act ” refers to the Securities Act of 1933, as amended. |
Available Information
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at https://www.sec.gov and can also be accessed free of charge on the “ Investors ” section of our website under the heading “ SEC Filings ”. Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is www.mangoceuticals.com . Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 will be available through our website free of charge as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
The following discussion of the Company’s historical performance and financial condition should be read together with the condensed consolidated financial statements and related notes included herein. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “ Item 1A. Risk Factors ” included herein for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below.
The following discussion is based upon our financial statements included elsewhere in in this Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.
Introduction
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
| ● | Overview. An overview of our current operations. |
| ● | Recent Events. A summary of recent events affecting the Company. |
| ● | Plan of Operations. A description of our plan of operations for the next 12 months including required funding. |
| ● | Results of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2025 and 2024. |
| ● | Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition. |
| ● | Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
| 52 |
Overview
We connect consumers to licensed healthcare professionals through our website at www.MangoRX.com , for the provision of care via telehealth on our customer portal. We also focus on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ ED ”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. In this regard, we have developed and are commercially marketing a brand of ED products under the brand name “ Mango, ” a brand of hair loss products under the brand name “ Grow, ” a brand of hormone balance and therapy products under the name “ Mojo, ” and a brand of weight loss products under the brand name “ Slim ” (Mango, Grow, Mojo, and Slim are collectively referred to as the “ Compounded Products ”).
All Compounded Products are produced at and fulfilled by Epiq Scripts, LLC (“ Epiq Scripts ”), a related party compounding pharmacy, 52% owned by Jacob Cohen, our Chief Executive Officer and Chairman, and are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. The Company also uses Epiq Scripts to fulfill all patient orders of Prime (as further discussed below).
Our MangoRx branded Compounded Products currently consist of the following:
Mango ED - This product currently includes the following three ingredients: Either Sildenafil (the active ingredient in Viagra) or Tadalafil (the active ingredient in Cialis), and Oxytocin, all of which are used in FDA approved drugs, as well as L-Arginine, an amino acid that is available as a dietary supplement.
We currently offer two dosage levels of our Mango ED product and anticipate doctors prescribing a dosage based on the needs and medical history of the patient. Our Mango ED product currently includes the following amounts of the three ingredients: (1) either Sildenafil (50 milligrams (mg)) or Tadalafil (10 (mg)), Oxytocin (100 International units (IU)) and L-Arginine (50mg); and (2) either Sildenafil (100 milligrams (mg)) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg).
Our Mango ED product has not been, and will not be, approved by the FDA and instead we produce and sell our products, including our Mango ED product, under an exemption provided by Section 503A of the Federal Food, Drug and Cosmetic Act (“ FFDCA Act ”). Additionally, because our Mango ED product is being specially compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this product formula can be replicated by other companies.
We are not aware of any clinical studies involving (i) administration of Tadalafil or Sildenafil sublingually at the doses we provide patients, or (ii) compounding of Tadalafil or Sildenafil, Oxytocin, and L-arginine to treat ED, similar to our Mango ED products. We are, however, aware of other companies that are currently selling oral disintegrating tablets for ED, including those using a combination of Tadalafil (the active ingredient in Cialis) and Sildenafil (the active ingredient in Viagra). We believe that the potential safety risks associated with our Mango ED products are comparable to the safety risks associated with oral formulations of Tadalafil and Sildenafil approved by the FDA for the treatment of ED. We do not expect significant safety risks associated with L-arginine, as the FDA has recognized in its regulations that L-arginine may be safely added as a nutrient to foods. Clinical studies of intranasal Oxytocin have also found that Oxytocin is generally safe and well-tolerated.
‘GROW’ by MangoRx - Mango GROW currently includes the following four ingredients - (1) Minoxidil (the active ingredient in Rogaine®) and (2) Finasteride (the active ingredient in Propecia), each of which is used in FDA approved drugs, as well as (3) Vitamin D3 and (4) Biotin, which are available as dietary supplements. However, the fact that Minoxidil and Finasteride are used in FDA approved drugs, and that Vitamin D3 and Biotin, are available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to treat hair growth. Mango GROW is encapsulated in convenient chewable, mint-flavored rapid dissolve tablets (“ RDT ”).
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We currently offer one dosage level of our Mango GROW product and anticipate doctors prescribing Mango GROW based on the needs and medical history of the patient. Our Mango GROW product currently includes the following amounts of the four ingredients: (1) Minoxidil (2.5mg), (2) Finasteride (1mg), (3) Vitamin D3 (2000IU) and (4) Biotin (1mg). Our Mango GROW product has not been, and will not be, approved by the FDA and instead we produce and sell our Mango GROW product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFDCA Act.
We are not aware of any clinical studies involving the administration of Minoxidil and Finasteride sublingually at the dose we provide patients, or the compounding of Minoxidil, Finasteride, Vitamin D3, and Biotin, to treat hair growth, as is contemplated by our Mango GROW product. We are, however, aware of other companies that are currently selling oral tablets for hair growth, including those using a combination of Minoxidil and Finasteride. Additionally, because our Mango GROW product is being specially compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango GROW product are publicly disclosed, this product formula can be replicated by other companies.
‘SLIM’ by MangoRx - SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as dietary supplement, and (2) Semaglutide, the active ingredient used in an FDA approved drug. However, the fact that Semaglutide is used in an FDA approved drug, and that Vitamin B6 is available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to assist with weight loss or weight management. SLIM is encapsulated in convenient chewable, mint-flavored RDT.
We currently offer four dosage levels of our SLIM product and anticipate doctors prescribing SLIM based on their needs and medical history of the patient. Our SLIM product currently includes the (1) Vitamin B6 (10mg), and (2) Semaglutide, in either 0.5mg, 1.0mg, 1.5mg or 2.0mg variations, which amount is based on the prescribing practitioner. Our SLIM product has not been, and will not be, approved by the FDA and instead we produce and sell our SLIM product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFDCA Act.
We are not aware of any clinical studies involving the administration of Semaglutide as a RDT at the dose we provide patients, or the compounding of Semaglutide and Vitamin B6, to treat weight loss or weight management, as is contemplated by our SLIM product.
‘MOJO’ by MangoRx - This product is produced at our related party compounding pharmacy and is available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. MOJO currently includes the following three ingredients - (1) Dehydroepiandrosterone (“ DHEA ”), which is available as dietary supplement, (2) Pregnenolone, which is available as a dietary supplement, and (3) Enclomiphene Citrate, one of the active ingredients in Clomid and is used in an FDA approved drug. However, the fact that Enclomiphene Citrate is used in an FDA approved drug, and that DHEA and Pregnenolone are available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to treat hormone imbalances. MOJO is encapsulated in convenient chewable, mango-flavored RDT.
We currently offer one dosage level of our MOJO product and anticipate doctors prescribing MOJO based on their needs and medical history of the patient. Our MOJO product currently includes the following amounts of the three ingredients: (1) DHEA (10mg), (2) Pregnenolone (5mg) and (3) Enclomiphene Citrate (25mg).
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We are not aware of any clinical studies involving the administration of Enclomiphene as a RDT at the dose we provide patients, or the compounding of DHEA, Enclomiphene, and/or Pregnenolone, to treat hormone imbalances, as is contemplated by our MOJO product.
Because our Compounded Products have not been, and will not be, approved by the FDA, our products have not had the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death. If this were to occur, we could be subject to litigation and governmental action, which could result in costly litigation, significant fines, judgments or penalties.
We also market and sell the following product (such product, together with our Compounded Products, our “ Pharmaceutical Products ”):
‘PRIME’ by MangoRx, Powered by Kyzatrex® - ‘PRIME’, by MangoRx, powered by Kyzatrex®, a FDA-approved oral Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no testosterone levels due to certain medical conditions. ‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only three FDA approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient injection-based drug delivery protocol. ‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel capsule that is absorbed primarily via the lymphatic system, avoiding liver toxicity. The benefits of ‘PRIME,’ powered by Kyzatrex®, over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical performance, and balanced hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius Pharmaceuticals. With ‘PRIME,’ MangoRx is working to expand broad-based consumer access to this therapy.
The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described under “ Part I – Item 1. Financial Statements ” in the Notes to Condensed Consolidated Financial Statements in “ Note 1 – Organization and Description of the Business ”), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). The studies are anticipated to be completed in the 4 th quarter of 2025 which will then determine the Company’s next steps in its commercialization and monetization efforts.
The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described under “ Part I – Item 1. Financial Statements ” in the Notes to Condensed Consolidated Financial Statements in “ Note 2 – Summary of Significant Accounting Policies—Master Distribution Agreements ”) intends to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“ Dermytol ”). The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under this agreement in the 1 st quarter of 2026.
Recent Events
In addition to the recent funding events and agreements described in greater detail below under “ Liquidity and Capital Resources— Funding Arrangements ”, the following material transactions took place during the nine months ended September 30, 2025 and from July 1, 2025 through the filing of this Report:
Navy Wharf Master Distribution Agreement
On March 24, 2025, the Company entered into a Master Distribution Agreement (the “ Navy Wharf MDA ”), with Navy Wharf, Ltd (“ Navy Wharf ”). Pursuant to the Navy Wharf MDA, the Company was granted the exclusive licensing rights to certain intellectual property and patent rights from Navy Wharf relating to a composition and natural formula for a nutraceutical product to manage blood glucose and Hemoglobin A1c (HbA1c) levels to be marketed and sold under the brand Diabetinol®, within the United States and Canada (the “ Market ”).
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We agreed pursuant to the Navy Wharf MDA to issue Navy Wharf 1,000,000 shares of the Company’s restricted common stock (the “ Navy Shares ”) and 10% of the net sales revenue (as described in greater detail in the Navy Wharf MDA) we generate during the term of the Navy Wharf MDA. The term of the Navy Wharf MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the agreement by the other party, subject to certain cure rights. Additionally, in the event that we do not generate at least $1.5 million of gross sales from the sale of Diabetinol® products within eighteen months from June 1, 2025, subject to a sixty day cure period and subject to our right to extend such period for up to an additional 12 months upon the payment of $5 million, our rights under the Navy Wharf MDA in the Market become non-exclusive.
On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (the “ Navy Wharf Rescission Agreement ”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the MDA, effective as of July 30, 2025, each of the parties provided mutual releases of their obligations under the MDA, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “ Navy Wharf Rescission ”).
No material early termination penalties were incurred by the Company in connection with the Navy Wharf Rescission.
ArcStone Consulting Agreement
On April 18, 2025, we entered into a Consulting Agreement with ArcStone Securities and Investments Corp. (“ ArcStone ” and the “ ArcStone Agreement ”), whereby ArcStone agreed to provide financial advisory, investor awareness and related consulting services as reasonably requested by the Company during the term of the agreement, which was for six months. In consideration for agreeing to provide the services under the agreement, the Company issued ArcStone 100,000 shares of restricted common stock valued at $2.57 per share for a total of $257,000 (the “ ArcStone Shares ”).
Intellectual Property Purchase Agreement
Effective on April 24, 2025 (the “ Effective Date ”), we entered into an Intellectual Property Purchase Agreement (the “ Smokeless Purchase Agreement ”), with Smokeless Technology Corp. (“ Smokeless ”). Pursuant to the Smokeless Purchase Agreement, we purchased certain intellectual property, contracts, and know-how owned by Smokeless related to certain intellectual property and related assets including, without limitation, all patents, trademarks, product formulations, know-how, agreements, contracts, contractor agreements, supply chain contracts, manufacturing contacts and agreements for the entrance into a new business involving and surrounding oral pouches as a delivery mechanism for nutritional and wellness products (collectively, the “ Purchased IP ”), in consideration for 1,600,000 shares of the Company’s restricted common stock and the Royalty Payments (defined and discussed below).
Pursuant to the Smokeless Purchase Agreement, we agreed to pay Smokeless a royalty of ten percent (10%) of gross worldwide sales of any product we sell associated with the Purchased IP, which meets the following requirements: (a) the design of the product was not transferred or provided for purposes of providing a license to cover an offering of a third party and controlled by us, and (b) the product is sold by us, or in development with the intention to commercialize (collectively, “ Mango Purchased IP Products ”), which will go into effect on the first anniversary of the Effective Date (April 23, 2026) and are required to be paid in perpetuity to the extent the Mango Purchased IP Products are being sold (the “ Royalty Payments ”). The Royalty Payments are required to be paid on an annual basis, within 30 days after the end of the calendar year.
The Smokeless Purchase Agreement included standard representations and warranties and confidentiality and indemnification obligations of the parties, for a transaction of that type and size.
The Smokeless Purchase Agreement, and the purchase of the Purchased IP, closed on April 24, 2025, upon the parties entry into the Smokeless Purchase Agreement.
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Consulting Agreement
On April 24, 2025, we entered into a Consulting Agreement with Strategem Solutions Inc. (“ Strategem ” and the “ Consulting Agreement ”), pursuant to which Strategem agreed to provide us the services of Tim Corkum (“ Corkum ”), in the capacity of President of a to be formed wholly-owned subsidiary of the Company, and to provide us consulting services related to the development of a pouch division, product innovation, business development, and commercialization strategy for a smokeless product vertical. Corkum is a Director of Smokeless. The Consulting Agreement has a term of 12 months unless otherwise earlier terminated due to breach of the agreement by either party, subject to a thirty-day cure right. In consideration for agreeing to provide the services under the agreement, the Company agreed to issue an aggregate of 120,000 shares of the Company’s common stock to Strategem (the “ Sign-On Shares ”). The Sign-On Shares will be issued under the Mangoceuticals, Inc. Second Amended and Restated 2022 Equity Incentive Plan (the “ 2022 Plan ”) and vest at a rate of 10,000 shares per month with the first month vesting upon execution of the Consulting Agreement. Any shares not vested on the date the term ends will be forfeited. We also agreed to pay Strategem $12,500 per month in cash during the term of the Consulting Agreement, which shall accrue on a monthly basis until the Company has completed a successful raise of an aggregate of at least $1.5 million from the sale of either debt or equity of the Company after the date of the agreement.
May 2025 Rescission Agreements
On May 22, 2025, the Company entered into three separate Mutual Rescission and Release Agreements (each a “ May 2025 Rescission Agreement ”) with each of ArcStone, Smokeless and Strategem, pursuant to which: (a) the Company and ArcStone agreed to terminate and rescind the ArcStone Agreement, effective as of May 22, 2025 , each of the parties provided mutual releases of their obligations under the ArcStone Agreement, subject to certain continuing representations and warranties of ArcStone, and ArcStone agreed to cancel 50,000 of the ArcStone Shares, with the remaining 50,000 ArcStone Shares being retained by ArcStone in consideration for services rendered through the date of entry into the May 2025 Rescission Agreement with ArcStone; (b) the Company and Smokeless agreed to terminate and rescind the IP Purchase Agreement, effective as of May 22, 2025, each of the parties provided mutual releases of their obligations under the IP Purchase Agreement, subject to certain continuing representations and warranties of Smokeless; the Company agreed to return all of the Purchased IP to Smokeless, and Smokeless agreed to cancel all 1,600,000 of the Smokeless Shares; and (c) the Company and Strategem agreed to terminate and rescind the Strategem Agreement, effective as of May 22, 2025, each of the parties provided mutual releases of their obligations under the Strategem Agreement, subject to certain continuing representations and warranties of Strategem; and Strategem agreed to waive any obligation of the Company to issue the 120,000 Strategem Shares, which have not been issued to date (collectively, (a) through (c), collectively, the “ May 2025 Rescissions ”).
No material early termination penalties were incurred by the Company in connection with the May 2025 Rescissions, except for the 50,000 ArcStone Shares which were retained by ArcStone in consideration for services rendered through the date of entry into the May 2025 Rescission Agreement with ArcStone.
PrevenTech Master Distribution Agreement
On May 14, 2025, MangoRx IP Holdings, LLC (“ MangoRX IP ”), the Company’s wholly-owned subsidiary, entered into a Master Distribution Agreement with PrevenTech Solutions, LLC (“ PrevenTech ” and the “ PrevenTech MDA ”). Pursuant to the PrevenTech MDA, the Company granted PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain intellectual property and patent rights held by the Company relating to respiratory illness prevention technology, including the right to sell antiviral products, including but not limited to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives for poultry and livestock, which may be manufactured and/or designed in a various formats, using the patents.
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In consideration for the rights under the PrevenTech MDA, PrevenTech agreed to pay us 10% of the net sales revenue (as described in greater detail in the PrevenTech MDA) generated during the term of the PrevenTech MDA through the sale of products associated with our patents. The term of the PrevenTech MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the agreement by the other party, subject to certain cure rights. Additionally, in the event that PrevenTech does not generate at least $5 million of gross sales from the sale of products within eighteen months from June 1, 2025, subject to a sixty day cure period, PrevenTech’s rights under the PrevenTech MDA become non-exclusive.
The PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the PrevenTech MDA.
On April 15, 2025, the Company borrowed $500,000 from Indigo Capital LP (“ Indigo ”), which loan was evidenced by a Promissory Note dated April 15, 2025 (the “ Indigo Note ”). The Indigo Note bears interest at 18% per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below. The Indigo Note matures on the earlier of (i) April 15, 2026 (the “ Stated Maturity Date ”), (ii) the date on which the Indigo Capital provides written notice of acceleration following an event of default or other specified triggering event, and (iii) five (5) business days following the closing of a Qualified Funding (a “ Mandatory Prepayment ”). “ Qualified Financing ” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms as this Indigo Note, after the date of the Indigo Note, for the principal purpose of raising capital.
On, and effective on May 27, 2025, the Company entered into an Agreement to Amend Promissory Note (the “ Agreement to Amend ”), with the Indigo Capital, pursuant to which (a) Indigo Capital and the Company agreed to amend and restate the Indigo Note into an Amended and Restated Convertible Promissory Note (the “ A&R Indigo Note ”); and (b) the Company granted Indigo Capital warrants to purchase 275,482 shares of common stock (the “ Indigo Capital Warrants ”). The Agreement to Amend included certain representations and warranties to Indigo Capital.
The A&R Indigo Note amended and restated the Indigo Note to (a) provide Indigo Capital the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price of $1.50 per share, subject to a 4.999% beneficial ownership limitation; and (b) remove the Mandatory Prepayment requirement.
The Indigo Capital Warrants have an exercise price of $1.815 per share, a term through May 27, 2028 and cash only exercise rights. The Indigo Capital Warrants include a 4.999% beneficial ownership limitation.
On July 16, 2025, Indigo converted the principal amount of the A&R Indigo Note, and accrued interest due through maturity of $90,000, into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $1.50 per share, as set forth in the A&R Indigo Note.
Mango and Peaches Term of Service Agreement
On May 15, 2025, we, through our then subsidiary, Mango & Peaches Corp. (“ Mango & Peaches ”), entered into a Terms of Service Agreement with Levo Healthcare Consulting, Inc. (“ Levo ”), to provide certain digital marketing and advertising services to the Company during the term of the agreement, which begins on June 1, 2025 and continues for 36 months, subject to either party’s right to terminate the agreement before that upon the breach of the other party, and failure to cure within 30 days of written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued 120,000 shares of the Company’s restricted common stock to Levo upon the parties’ entry into the agreement, which vest at a rate of 10,000 per month (the “ Levo Shares ”), and agreed to pay Levo between 5% - 3% of our monthly media buying fee, which will be between $25,000 and $35,000 per month (increasing during the term of the agreement). We also agreed to pay Levo 4% of the gross revenue generated by its services. We also agreed to pay Levo future performance based incentives to be agreed mutually by the parties in the future.
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The Terms of Services includes customary representations of the parties, confidentiality obligations of the parties, limitations on liability, and non-circumvention requirements of a transaction of the size and scope as the Terms of Services, and requires us to exclusively use Levo for marketing, creative, development, lifestyle and analytics during the term of the agreement.
Mango & Peaches Issuance to Jacob D. Cohen
On May 13, 2025, Mango & Peaches, the Company’s then wholly-owned subsidiary issued 4,892,906 shares of its common stock and 100 shares of its Series A Super Majority Voting Preferred Stock (collectively, the “ M&P Stock ”) to Jacob Cohen, the Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches, which was due pursuant to the terms of Mr. Cohen’s employment agreement with the Company, as amended.
Following the issuance of the M&P Stock, Mr. Cohen owns 49% of the outstanding common stock of Mango & Peaches and separately has the right to vote fifty-one percent (51%) of the total vote on all Mango & Peaches shareholder matters, voting separately as a class, pursuant to his ownership of the Series A Super Majority Voting Preferred Stock, giving him 75.2% voting control over Mango & Peaches.
The Series A Super Majority Voting Preferred Stock carries dividend rights, liquidation preference, conversion rights, or redemption rights. Its primary feature is its super majority voting power: while any Series A Super Majority Voting Preferred Stock shares remain outstanding, the holders collectively control 51% of the total shareholder vote of Mango & Peaches, regardless of the number of common shares outstanding (i.e., on a non-dilutive basis). Additionally, major corporate actions—such as amending governing documents, reclassifying the Series A Super Majority Voting Preferred Stock, or creating new classes of preferred stock that could affect the Series A Super Majority Voting Preferred Stock—require the approval of at least two-thirds of the Series A Super Majority Voting Preferred Stock holders. The designation also includes protective provisions preventing certain actions, such as issuing more Series A Super Majority Voting Preferred Stock or altering their rights, without majority consent from the Series A Super Majority Voting Preferred Stock holders.
Mango & Peaches Series B Convertible Cumulative Preferred Stock
On July 3, 2025, Mango & Peaches submitted for filing to the Secretary of State of Texas, a Certificate of Designations of Mango & Peaches Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its 6% Series B Convertible Cumulative Preferred Stock (the “ Series B Designation ”), which was filed with the Secretary of State of Texas on July 3, 2025. The Series B Designation designated 1,000,000 shares of Series B Preferred Stock.
The Series B Designation provides for the Series B Preferred Stock to have the following terms:
6% Series B Convertible Cumulative Preferred Stock
Dividend Rights . From and after the issuance date of the Series B Preferred Stock, each share of Series B Preferred Stock is entitled to receive, when, as and if authorized and declared by the Board of Directors of Mango & Peaches, out of any funds legally available therefor, cumulative dividends in an amount equal to (i) the 6% per annum on the stated value (initially $10 per share)(the “ Stated Value ”) as of the record date for such dividend (as described in the Series B Designation), and (ii) on an as-converted basis, any dividend or other distribution, whether paid in cash, in-kind or in other property, authorized and declared by the Board of Directors on the issued and outstanding shares of common stock in an amount determined by assuming that the number of shares of common stock into which such shares of Series B Preferred Stock could be converted on the applicable record date for such dividend or distribution.
Dividends payable pursuant to (i) above are payable quarterly in arrears, if, as and when authorized and declared by the Board of Directors, or any duly authorized committee thereof, to the extent not prohibited by law, on March 31, June 30, September 30 and December 31 of each year (unless any such day is not a business day, in which event such dividends are payable on the next succeeding business day, without accrual of interest thereon to the actual payment date), commencing on September 30, 2025.
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Accrued dividends may be settled in cash, subject to applicable law, or in-kind, by increasing the Stated Value by the amount of the quarterly dividend.
Liquidation Preference . Upon any liquidation, dissolution or winding-up of Mango & Peaches, whether voluntary or involuntary (a “ Liquidation ”), the holders of the Series B Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of Mango & Peaches an amount equal to the Stated Value, plus $2.50, plus an amount equal to the total dividends which accrued, or would have accrued, on the Stated Value of such share of Series B Preferred Stock from the end of the last regular dividend period, to the date such liquidation preference is due (the “ Liquidation Preference ”), for each share of Series B Preferred Stock, before any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any holder of senior securities which has a preferential right to payments in liquidation, and if the assets of Mango & Peaches are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock are to be ratably distributed among the holders of the Series B Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Conversion Rights . Each holder of Series B Preferred Stock may, at its option, convert its shares of Series B Preferred Stock into that number of shares of common stock of Mango & Peaches equal to the lessor of (i) the Stated Value, and (ii) $12.50, as equitably adjusted for recapitalizations, divided by $1.50 per share (the “ Conversion Price ”), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.
The Series B Designation includes a conversion limitation prohibiting any holder and their affiliates from converting the Series B Preferred Stock into common stock in the event that upon such conversion their beneficial ownership of Mango & Peaches’s common stock would exceed 4.999% (which can be increased as to any holder, to up to 9.999%, with 61 days prior written notice by such holder).
Voting Rights . The Series B Preferred Stock have no voting rights, except in connection with the protective provisions discussed below.
Protective Provisions . So long as any shares of Series B Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval of the holders of a majority of the then outstanding shares of Series B Preferred Stock, voting together as a class:
(a) Amend any provision of the Series B Designation;
(b) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Convertible Preferred Stock;
(c) Amend the Certificate of Formation of Mango & Peaches (including by designating additional series of Preferred Stock) in a manner which adversely affects the rights, preferences and privileges of the Series B Preferred Stock;
(d) Authorize or issue any senior shares or any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities); or
(e) Alter or change the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares of such series.
Redemption Rights . Mango & Peaches may redeem the outstanding Series B Preferred Stock shares, from time to time, in whole or in part, at any time after the third anniversary of the first issuance date, and continuing indefinitely thereafter, at the option of Mango & Peaches, for cash, at the aggregate redemption value of $12.50 per share of the shares redeemed.
To date, no shares of Series B Preferred Stock of Mango & Peaches are issued or outstanding.
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Amended and Restated Convertible Promissory Note
On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen (“ Tiger Cub ”), which loan was evidenced by a Promissory Note dated May 2, 2025 (the “ Tiger Cub Note ”). The Tiger Cub Note bears interest at 18% per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below. The Tiger Cub Note matures on the earlier of (i) May 2, 2026 (the “ Stated Maturity Date ”), (ii) the date on which Tiger Cub provides written notice of acceleration following an event of default or other specified triggering event, and (iii) five (5) business days following the closing of a Qualified Funding (a “ Mandatory Prepayment ”). “ Qualified Financing ” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms as the Tiger Cub Note, after the date of the Tiger Cub Note, for the principal purpose of raising capital.
On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note (the “ Agreement to Amend ”), with Tiger Cub, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Tiger Cub Note into an Amended and Restated Convertible Promissory Note (the “ A&R Tiger Cub Note ”); and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock (the “ Tiger Cub Warrants ”). The Agreement to Amend included certain representations and warranties to Tiger Cub. The A&R Tiger Cub Note amended and restated the Tiger Cub Note to (a) provide Tiger Cub the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price each to the greater of (x) (1) $1.50; (2) if the A&R Tiger Cub Note was entered into prior to the close of market on the date entered into, the greater of (i) the condensed consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the last trading day prior to the date the A&R Tiger Cub Note was entered into, plus $0.125; and (3) if the A&R Tiger Cub Note was entered into after the close of market on the date entered into, the greater of (i) the condensed consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the date the A&R Tiger Cub Note was entered into, plus $0.125, and (y) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance of common stock in connection with a conversion, taking into account all securities issuable in connection therewith—which conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement.
The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights.
August 2025 Subscriptions
On August 26, 2025 and August 29, 2025, the Company entered into four Subscription Agreements with five accredited investors (the “ August 2025 Investors ”), pursuant to which the August 2025 Investors purchased an aggregate of 709,677 shares of restricted common stock from the Company, for $1.55 per share, or a total of $1,100,000. The Subscription Agreements included customary representations and warranties of the August 2025 Investors and the Company, and includes piggyback registration rights for a period of one year following the dates of the subscriptions.
Lease Agreement
On October 27, 2025, the Company entered into a Lease Agreement (the “ Lease ”) with SVHQ, LLC (the “ Landlord ”) to lease and occupy approximately 2,467 square feet of office space located at 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245 (the “ Premises ”). The Lease also includes the non-exclusive right, in common with Landlord, to use and occupy an adjacent shared space consisting of approximately 1,253 square feet (the “ Shared Space ”). The Lease has a term of sixty (60) months, commencing on November 1, 2025 and expiring on October 31, 2030, and has a monthly base rent of $4,852, including $3,803 for the Premises and $966 for the Shared Space (the “ Base Rent ”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, insurance, and common area maintenance costs for the building at the rate of 14.81%, consisting of 11.81% for the Premises and 3.00% for the Shared Space (the “ Additional Rent ”). Upon the execution of the Lease, the Company has agreed to prepay the first full month’s Base Rent and Additional Rent, consisting of $6,141, along with a security deposit equal to $14,557. The Lease includes a right of first refusal to purchase the Premises, but not the Shared Space, on the same terms and conditions as those offered by Landlord to any bona fide third-party purchaser during the term. The Lease includes customary representations of the Company and the Landlord.
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Hammer Separation Agreement
On October 27, 2025, the Company entered into a Separation Agreement with its then Chief Operating Officer, Amanda Hammer (“ Hammer ”), pursuant to which (i) Hammer’s employment with the Company was terminated, effective October 22, 2025, and (ii) the Company agreed to pay Hammer a separation payment consisting of nine (9) months of pay at Hammer’s regular compensation rate (the “ Separation Payment ”). The Separation Payment will be paid in equal monthly installments pursuant to the Company’s regular payroll schedule, commencing November 1, 2025 and continuing for eight (8) months thereafter until paid in full (the “ Separation Agreement ”). Pursuant to the Separation Agreement, the Company may, at its discretion, request that Hammer provide consulting or project-based services related to her former role or areas of expertise at an hourly rate of $86, but any such engagement will be voluntary and subject to a mutually agreed written statement of work specifying the scope, duration, and services to be rendered. The Separation Agreement includes a customary release by Hammer, and additional customary confidentiality, non-interference, and mutual non-disparagement provisions.
Plan of Operations
We had working capital deficit of $0.2 million as of September 30, 2025, and $1.3 million as of December 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.
Our plan for the next 12 months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise. As our business continues to grow, customer feedback will be integral in making small adjustments to improve products and our overall customer experience.
We are headquartered in Dallas, Texas and intend to grow our business both organically and through identifying acquisition targets over the next 12 months in the technology, health and wellness space, funding permitting. Specifically, we plan to continue to make additional and ongoing technology enhancements to our platform, further develop, market and advertise additional men’s health and wellness related products on our telemedicine platform, and identify strategic acquisitions that complement our vision. As these opportunities arise, we will determine the best method for financing such acquisitions and growth which may include the issuance of debt instruments, common stock, preferred stock, or a combination thereof, all of which may result in significant dilution to existing shareholders.
We may seek additional funding in the future through equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. We may not be able to obtain financing on acceptable terms or at all. The terms of any financing may adversely affect the holdings or rights of our shareholders and/or create significant dilution. Although we continue to pursue these plans, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continued operations, if at all.
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Strategic Alternatives
In October 2024, the Board of Directors of the Company initiated a process to evaluate potential strategic alternatives with the intent to unlock and maximize shareholder value, including but not limited to potential mergers, acquisitions, divestitures and business combinations, acquisitions of businesses, entry into new lines of business, business expansions, joint ventures, and other key strategic transactions outside the ordinary course of the Company’s current business. This initiative is being be undertaken in parallel with the Company’s current business operations. In consultation with financial and legal advisors, the Company intends to consider a broad range of strategic, operational and financial alternatives, and is exploring a full range of options. There is no assurance that the strategic review process will result in the approval or completion of any specific transaction or outcome. The Company has not established a timeline for completion of the review process and does not intend to comment further unless and until its Board of Directors has approved a definitive course of action, or it is determined that other disclosure is necessary or appropriate .
Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
We had revenues of $84,246 for the three months ended September 30, 2025, compared to revenues of $133,368 for the three months ended September 30, 2024, which decrease was mainly due to which decrease was mainly due to issues involving the transition and migration from our original telemedicine and software platform to our new telehealth platform.
Cost of revenues was $2,359 and $21,505 for the three months ended September 30, 2025 and 2024, respectively, which decrease was due to a decrease in shipping expenses and third-party doctor related technology platform expense.
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled $30,988 and $29,192 for the three months ended September 30, 2025 and 2024, respectively, which increase in the current period was due to added cost for the continued launch of our PeachesRx line.
During the first three quarters of 2025, we have continued to further develop our website capabilities and continued preparation for the re-launch of our website. Travel expenses were not separately disclosed for the three-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.
General and administrative expenses were $306,001 and $523,855 for the three months ended September 30, 2025 and 2024, respectively, which decrease was mainly due to reductions in insurance, and software expenses.
Salaries and benefits were $542,420 and $242,941 for the three months ended September 30, 2025 and 2024, respectively, which increase was due to the engagement of new management and staff employees.
Advertising and marketing expenses in the amount of $104,914 and $251,330 for the three months ended September 30, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. The decrease was primarily related to reductions in these expenses as a result of evaluations of the effectiveness of our initiatives.
Investor relations expenses were $33,319 and $255,000 for the three months ended September 30, 2025 and 2024, respectively, which decrease was related to reductions in spending in these areas.
Stock-based compensation totaled $6,587,293 and $567,619 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended September 30, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives and a higher stock price in the current period.
We had $75,850 and $0 of interest expense for the three months ended September 30, 2025 and 2024, respectively, which increase was due to interest expense on notes payable.
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We had $241,620 of interest expenses relating to amortization on discount, which was in connection with our Series B Preferred Stock offering. The discount on convertible preferred stock is amortized over the term until conversion.
We had a net loss of $7,618,776 for the three months ended September 30, 2025, compared to a net loss of $1,999,694 for the three months ended September 30, 2024, an increase in net loss of $5,613,704, due primarily to stock-based compensation.
Comparison of the Nine Months Ended September 30, 2025 and 2024
We had revenues of $361,661 for the nine months ended September 30, 2025, compared to revenues of $510,626 for the nine months ended September 30, 2024, which decrease was mainly due to issues involving the transition and migration from our original telemedicine and software platform to our new telehealth platform.
Cost of revenues was $45,911 and $71,965 for the nine months ended September 30, 2025 and 2024, respectively, which decrease was due to fluctuations in service usage and delivery costs during the current period.
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $112,839 and $138,800 for the nine months ended September 30, 2025 and 2024, respectively, which decrease in the current period was due to lower revenues and sales of new products with lower percentage cost as to revenue.
During the first three quarters of 2025, travel expenses were not separately disclosed for the nine-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.
General and administrative expenses were $3,644,718 and $2,146,517 for the nine months ended September 30, 2025 and 2024, respectively, which increase was mainly due to legal expenses, consulting, accounting, software and various expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol, which agreement relating to Diabetinol® was subsequently rescinded during the nine-month period ended September 30, 2025, as discussed above.
Salaries and benefits were $1,797,361 and $795,255 for the nine months ended September 30, 2025 and 2024, respectively, which increase was due to the engagement of new management and staff employees.
Advertising and marketing expenses in the amount of $644,941 and $1,332,957 for the nine months ended September 30, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. The decrease was related to a reduction in advertising and marketing while we focused on for our website re-launch.
Investor relations expenses were $1,558,319 and $438,000 for the nine months ended September 30, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period.
Stock-based compensation totaled $10,753,217 and $1,881,464 (inclusive of stock issued for services and issuances of options and warrants) for the nine months ended September 30, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives and higher stock prices in the current period.
We had $83,850 and $0 of interest expense for the nine months ended September 30, 2025 and 2024, respectively, which increase was due to accrued interest on notes payable.
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We had $125,625 of interest expenses relating to amortization on discount in connection with our Series B Preferred Stock offering, for the nine months ended September 30, 2024. The discount on convertible preferred stock is amortized over the term until conversion.
We had a $125,625 loss from settlement in the three months ended September 30, 2024, compared to $0 in the prior period, which loss from settlement was due to legal settlements reached (as further described under “ Part I – Item 1. Financial Statements ” in the Notes to Condensed Consolidated Financial Statements in “ Note 9 – Commitments and Contingences ”, under the heading Legal Matters).
We had a net loss of $17,874,085 for the nine months ended September 30, 2025, compared to a net loss of $6,758,630 for the nine months ended September 30, 2024, an increase in net loss of $11,110,077 due to a decrease in revenue and increase in our general and administrative expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol. Additionally, as discussed above, we had significant increases in stock-based compensation.
Liquidity and Capital Resources
As of September 30, 2025, we had $481,281 of cash on-hand, compared to $58,653 of cash on-hand of December 31, 2024. We also had $100,000 of prepaid expenses, representing advance payments for advertising and marketing, and $16,942 of deposits, representing an amount for the deposit on our lease, as well as $2,049 of property and equipment, net, consisting of computers, office and custom product packaging equipment, $11,211 of right of use-asset in connection with our lease, and $15,920,319 of patents and license agreements, net of amortization, which we acquired pursuant to certain Patent Purchase and Master License Agreements.
Cash increased mainly due to financing activities, whereby we were able to sell stock for cash and through notes payable to third parties and related parties.
As of September 30, 2025, the Company had total current liabilities of $804,275, consisting of $526,964 of accounts payable and accrued liabilities, $4,460 of payroll tax liabilities, relating to payroll taxes that are due after September 30, 2025, $100,000 of related party notes payable, relating to the Tiger Cub Note, $12,167 of right-of-use liability, operating lease, and $160,684 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property.
As of September 30, 2025, we had $16,531,802 in total assets, $804,275 in total liabilities, a working capital deficit of $0.2 million and a total accumulated deficit of $39.5 million.
We have mainly relied on related party loans, funds raised through the sale of securities, mainly through the private placement offerings, our initial public and our subsequent follow on offering, discussed below, and revenues generated from sales of our Pharmaceutical Products, to support our operations since inception. We have primarily used our available cash to pay operating expenses. We do not have any material commitments for capital expenditures.
We have experienced recurring net losses since inception. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to market and sell our Pharmaceutical Products and to attract customers, expand the product offerings and enhance technology and infrastructure. These efforts may prove more expensive than we anticipate, and we may not succeed in generating commercial revenues or net income to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future. Our independent registered public accounting firm included an explanatory paragraph in its report on our condensed consolidated financial statements as of December 31, 2024. As of September 30, 2025, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to fund operations for the next 12 months. We need to raise funding to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currently anticipate such funding being raised through the offering of debt or equity. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value. We currently have no more availability under the ELOC, which funding we may request from the April 2024 Purchaser from time to time, subject to the terms thereof, and which funding, if requested may cause dilution to existing shareholders. Additionally, we may receive funding upon the exercise of outstanding warrants from time to time, which exercises may cause dilution to existing shareholders.
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To support our existing operations or any future expansion of business, including the ability to execute our growth strategy, we must have sufficient capital to continue to make investments and fund operations. We have plans to pursue an aggressive growth strategy for the expansion of operations through marketing to attract new customers for our Pharmaceutical Products.
Cash Flows
|
Nine Months Ended September 30, 2025 |
Nine Months Ended September 30, 2024 |
|||||||
| Cash used in: | ||||||||
| Operating activities | $ | (4,772,494 | ) | $ | (3,734,201 | ) | ||
| Investing activities | — | 65,000 | ||||||
| Financing activities | 5,187,356 | 3,005,770 | ||||||
| Net increase (decrease) in cash equivalents | $ | 414,862 | $ | (663,431 | ) | |||
Net cash used in operating activities was $4,772,494 for the nine months ended September 30, 2025, which was mainly due to $17,854,207 of net loss, offset by $10,656,692 of common stock issued for services, $435,625 of amortization of licensing agreement, $1,201,751 of options vested for stock-based compensation and $839,672 of amortization of intangible assets.
Net cash used in operating activities was $3,734,201 for the nine months ended September 30, 2024, which was mainly due to $6,758,630 of net loss, offset by $1,683,515 of common stock issued for services, and $566,754 of accounts payable and accrued liabilities related parties.
There was no net cash used in investing activities for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, net cash used in investing activities of $65,000 was solely due to the sale of assets.
Net cash provided by financing activities was $5,187,356 for the nine months ended September 30, 2025, which was mainly due to $1,150,000 of proceeds from collection of subscriptions receivable, $100,000 from the sale of Series B Convertible preferred stock for cash, 2,410,356 of proceeds from the sale of common stock; $927,000 of proceeds from the exercise of warrants; and $100,00 borrowed from our Chief Executive Officer and Chairman, Jacob Cohen and a note payable with a third party for $500,000.
Net cash provided by financing activities of $3,005,770 for the nine months ended September 30, 2024, was due to $2,250,000 of proceeds from the sale of Series B Convertible Preferred Stock, $568,270 of proceeds from the sale of common stock and $187,500 from proceeds from borrowings on notes payable – related parties, related to loans to the Company by our CEO and an entity owned and/or controlled by our CEO.
Related Party Loans and Advances
On March 1, 2024, the Company borrowed $37,500 from Ronin Equity Partners, which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. The Company repaid the full amount of $37,500 on October 7, 2024 with no interest.
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On March 18, 2024, the Company borrowed $50,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, as discussed below.
On April 1, 2024, the Company borrowed $100,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, see below.
On October 18, 2024, the Company entered into a $150,000 promissory note (the “ Cohen Note ”) with Cohen Enterprises, Inc. to evidence, document and memorialize (a) $50,000 loaned to the Company from Cohen Enterprises on March 18, 2024, and (b) $100,000 loaned to the Company from Cohen Enterprises on April 1, 2024, which amounts previously accrued no interest and were due on demand. The Cohen Note in the principal amount of $150,000, accrues interest at the rate of 8% per annum (12% upon the occurrence of an event of default), with interest accruing monthly in arrears and payable at maturity or earlier acceleration. The Cohen Note was due upon the earlier of January 2, 2025, and upon acceleration by Cohen Enterprises pursuant to the terms thereof upon default, or automatically upon certain bankruptcy events occurring. The Cohen Note may be prepaid without penalty, is unsecured and contains customary representations and covenants of the Company. The note includes customary events of default and allows Cohen Enterprises the right to accelerate the amount due under the note upon the occurrence of such event of default, subject to certain cure rights.
On December 13, 2024, Mr. Cohen sold his note in the amount of $150,000 to a third party entity. The terms of the note remain unchanged; however, the note is no longer considered a related party note.
During the nine months ended September 30, 2025, Mr. Cohen used his personal credit card for payments to a third-party vendor for services rendered to the Company. The total amount outstanding as of September 30, 2025 was $0.
On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan, as discussed in greater detail above
The Tiger Cub Note has a principal balance of $100,000. The Tiger Cub Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business days following the closing of a Qualified Financing, as discussed below.
The Tiger Cub Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies, and customary representations and warranties of the parties and covenants of the Company.
The Company may prepay the Tiger Cub Note at any time prior to maturity; however, any such prepayment will require a prepayment premium equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment. The “ Make Whole Amount ” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory Note.
The Tiger Cub Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “ Qualified Financing ” is defined in the Tiger Cub Note as any fundraising transaction completed after the Tiger Cub Note’s effective date, other than a sale of notes on substantially similar terms as the Tiger Cub Note, undertaken primarily for the purpose of raising capital.
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In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Tiger Cub Note immediately due and payable (in the event of bankruptcy such repayment obligation is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by, holder, the principal amount of the Tiger Cub Note automatically increases to an amount equal to the then outstanding balance of the Tiger Cub Note, plus the Make Whole Amount.
On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note, with Tiger Cub, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Tiger Cub Note into an Amended and Restated Convertible Promissory Note; and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock. The Agreement to Amend included certain representations and warranties to Tiger Cub. The A&R Tiger Cub Note amended and restated the Tiger Cub Note to (a) provide Tiger Cub the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price each to the greater of (x) (1) $1.50; (2) if the A&R Tiger Cub Note was entered into prior to the close of market on the date entered into, the greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the last trading day prior to the date the A&R Tiger Cub Note was entered into, plus $0.125; and (3) if the A&R Tiger Cub Note was entered into after the close of market on the date entered into, the greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the date the A&R Tiger Cub Note was entered into, plus $0.125, and (y) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance of common stock in connection with a conversion, taking into account all securities issuable in connection therewith—which conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement.
The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights.
Convertible Debt
On December 13, 2024, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd. Pursuant to the Note Purchase, Mill End Capital Ltd. (“ Mill End ”) purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, Inc., which entity is owned by Jacob D. Cohen, the Chairman and Chief Executive Officer of the Company (“ Cohen Enterprises ”), as lender, in the original amount of $150,000, in consideration for $150,000. The terms of the note remain unchanged; however, the note was no longer considered a related party note.
On January 15, 2025, the Company entered into a Debt Conversion Agreement with Mill End. Pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $150,000 owed by the Company under the Promissory Note, into an aggregate of 100,000 shares of restricted common stock of the Company, based on an agreed conversion price of $1.50 per share. Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note.
On January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the “ 1 st Amendment ”) with MAAB Global Ltd. (“ MAAB ”). MAAB had previously purchased rights to $500,000 owed by the Company to Barstool Sports, Inc. (“ Barstool ” and the “ Debt ”) on January 10, 2025, which amount was non-interest bearing, and due pursuant to the terms of a Payment Plan Letter Agreement entered into between Barstool and the Company on August 27, 2024.
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Pursuant to the 1 st Amendment, the Company and MAAB agreed to amend the terms of the Debt to allow MAAB the right, exercisable at any time, to convert the $500,000 of Debt into shares of the Company’s common stock at a conversion price of $1.50 per share.
As a result of the conversion of the Promissory Note, pursuant to the terms of the Debt Conversion Agreement, at a conversion price of $1.50 per share, the exercise price of those certain common stock warrants issued by the Company in connection with its December 2025 Series B Convertible Preferred Stock offering (warrants to purchase up to 1,650,000 shares of common stock with exercise prices from between $2.59 and $2.71 per share); and those certain common stock warrants to purchase 320,000 shares of common stock granted to the Purchaser in connection with the SPA (with an exercise price of $2.53 per share), were automatically re-priced pursuant to the anti-dilutive terms thereof, to have an exercise price equal to the Conversion Price of the Debt Conversion Agreement, $1.50 per share, effective upon the date of the Debt Conversion Agreement.
Additionally, as a result of the conversion of the Promissory Note, pursuant to the terms of the Debt Conversion Agreement, at a conversion price of $1.50 per share, the conversion price of the Company’s Series B Preferred Stock was automatically adjusted, pursuant to the designation of such Series B Preferred Stock, to have a conversion price of $2.25 per share, the floor price thereunder, effective upon the date of the Debt Conversion Agreement.
On April 2, 2025, MAAB converted the Debt into 333,333 shares of the Company’s common stock, at a conversion price of $1.50 per share, pursuant to the terms of such Debt, as amended on January 27, 2025. The principal balance of the note as of September 30, 2025 is $-0-.
As discussed in greater detail above, the Indigo Note was amended effective on May 27, 2025, to allow Indigo to convert such note into shares of common stock of the Company at a conversion price of $1.50 per share and on July 16, 2025, Indigo converted the principal amount of the A&R Indigo Note, and accrued interest due through maturity of $90,000, into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $1.50 per share, as set forth in the A&R Indigo Note.
As discussed in greater detail above, on July 21, 2025, the Company and Tiger Cub agreed to amend the $100,000 principal Tiger Cub Note to allow the conversion thereof into shares of common stock of the Company at a conversion price of $1.785 per share.
Funding Arrangements
Follow On Offering
On December 15, 2023, we entered into an underwriting agreement (the “ Underwriting Agreement ”) with Boustead Securities, LLC (“ Boustead ”), as representative of the underwriters named on Schedule 1 thereto (the “ Underwriters ”), relating to a public offering of 266,667 shares of the Company’s common stock to the Underwriters at a purchase price to the public of $4.50 per share and also granted to the Underwriters a 45-day option to purchase up to 40,000 additional shares of its common stock, solely to cover over-allotments, if any, at the public offering price less the underwriting discounts (the “ Follow On Offering ”).
The Follow On Offering closed on December 19, 2023. As a result, the Company sold 266,667 shares of its common stock for total gross proceeds of $1.2 million.
The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and offering expenses, were approximately $1.0 million. The Company used the net proceeds from the Offering to finance the marketing and operational expenses associated with its Mango ED and GROW hair growth products, to hire additional personnel to build organizational talent, to develop and maintain software, and for working capital and other general corporate purposes.
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On December 19, 2023, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead for the purchase of 18,667 shares of common stock at an exercise price of $5.70, subject to adjustments. The warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2029, and may be exercised on a cashless basis.
On January 18, 2024, the Underwriters notified the Company that they were exercising their over-allotment option in full to purchase an additional 40,000 shares of common stock, which sale closed on January 22, 2024. The net proceeds to the Company from the sale of the 40,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $160,000. Inclusive of the full exercise of the over-allotment option, a total of 306,667 shares of common stock were issued and sold in the Offering.
On January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to Boustead for the purchase of 2,800 shares of common stock at an exercise price of $5.625, subject to adjustments. The warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a cashless basis.
April 2024 Securities Purchase Agreement
Effective April 5, 2024, the Company entered into a Securities Purchase Agreement (the “ April 2024 SPA ”) with an institutional accredited investor (the “ April 2024 Purchaser ”), pursuant to which the Company agreed to sell up to 1,500 shares of Series B Convertible Preferred Stock and warrants to purchase up to 220,000 shares of common stock for a total purchase price of $1.5 million, in multiple tranches, subject to certain conditions precedent. The initial closing included the sale of 500 shares of Series B Convertible Preferred Stock and warrants to purchase up to 220,000 shares of common stock for $500,000. The April 2024 SPA was later amended to revise the schedule of closings and amounts, expanding the total purchase amount to $2.5 million and the total value of preferred stock to $2.75 million (2,500 shares of Series B Convertible Preferred Stock), and up to 320,000 warrants to purchase shares of common stock.
Subsequent closings occurred through mid-2024: the Company completed a second closing in two parts, receiving $250,000 for 250 shares of Series B Convertible Preferred Stock in April and May 2024; on June 28, 2024, the Company conducted the third closing, selling 750 shares of Series B Convertible Preferred Stock for $750,000 and issuing additional (a) warrants to purchase up to 66,667 shares of common stock at an exercise price of $7.50 per share; and (b) warrants to purchase up to 33,333 shares of common stock at an exercise price of $15.00 per share. The warrants were subject to automatic price adjustments in case of stock splits or similar corporate actions, and their price was ultimately adjusted to $1.50 per share due to such events.
Partial closings of the fourth tranche occurred in August 2024 (500 shares of Series B Convertible Preferred Stock for $500,000) and September 2024 (250 shares of Series B Convertible Preferred Stock for $250,000), and finally in January 2025 (250 shares of Series B Convertible Preferred Stock for $250,000), totaling an additional 1,000 shares of Series B Convertible Preferred Stock for $1 million.
Boustead Securities, LLC served as the Company’s financial advisor in connection with the April 2024 SPA and related transactions.
During the quarter ended June 30, 2024, the April 2024 Purchaser converted a total of 355 shares of Series B Convertible Preferred Stock into 128,245 shares of common stock, pursuant to the terms of the designation of the Series B Convertible Preferred Stock. These conversions occurred at conversion prices at $3.05 per share.
During the quarter ended September 30, 2024, the April 2024 Purchaser converted a total of 285 shares of Series B Convertible Preferred Stock into 85,927 shares of common stock, pursuant to the terms of the designation of the Series B Convertible Preferred Stock. These conversions occurred at conversion prices of between $3.21 and $4.90 per share.
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During the quarter ended December 31, 2024, the April 2024 Purchaser converted a total of 390 shares of Series B Convertible Preferred Stock into 160,222 shares of common stock, at conversion prices ranging from $2.36 to $3.12 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
During the quarter ended March 31, 2025, holders of the Series B Convertible Preferred Stock converted 1,438 shares of Series B Convertible Preferred Stock into 623,333 shares of common stock at a conversion price of $1.00 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
During the quarter ended June 30, 2025, holders of the Series B Convertible Preferred Stock converted 850 shares of Series B Convertible Preferred Stock into 1,001,733 shares of common stock at a conversion prices between $1.50 and $2.25 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
On March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “ Series B Designation ”), to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment)(the “ Conversion Price ”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “ Floor Price ”); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock); and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches Corp. (“ Mango & Peaches ”), from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “ Designation Amendment ”).
The Company’s Series B Convertible Preferred Stock currently have the following rights and privileges:
| ● | Dividends : Holders participate in dividends or distributions on common stock on an as-converted basis, excluding distributions solely of common stock. | |
| ● | Prohibitions on Variable Rate Transactions : The Company is restricted from entering into most variable rate transactions involving equity securities while Series B Convertible Preferred Stock is outstanding, with limited exceptions such as equity lines of credit. | |
| ● | Liquidation Preference : In a liquidation, holders of Series B Convertible Preferred Stock are entitled to the Stated Value of the Series B Convertible Preferred Stock (initially, $1,100, subject to increases as discussed below) plus accrued dividends and other amounts, prior to payments upon liquidation to junior securities. | |
| ● | Conversion Rights : Shares of Series B Convertible Preferred Stock are convertible at the option of the holder at a fixed price of $1.50 per share. | |
| ● | Conversion Limits : Holders cannot convert if such conversion would result in beneficial ownership exceeding 4.99% of the Company’s outstanding common stock. | |
| ● | Limited Voting Rights : The Series B Convertible Preferred Stock have no general voting rights, except as to specific protective provisions requiring majority holder consent for certain corporate actions (e.g., amendments to rights, changes to Series B Convertible Preferred Stock share count, and adverse charter amendments). | |
| ● | Events of Default : Events of default under the designation of the Series B Convertible Preferred Stock include failure to deliver conversion shares timely, insufficient reserved shares, breaches of covenants, bankruptcy, significant unsatisfied judgments, and delisting or trading suspensions. Upon default, the Stated Value increases by 17.5%. | |
| ● | Optional Redemption : The Company may redeem 50% of outstanding Series B Convertible Preferred Stock shares and, with holder consent, an additional 50%, subject to certain pricing thresholds based on timing from issuance (110%–120% of Stated Value plus accrued amounts). Such redemptions may only take place of certain equity conditions are met, including that there must be a valid way for holders to receive and resell shares (through a registration statement, Rule 144, or Section 3(a)(9)); shares must be actively trading and expected to continue; enough authorized shares must be available; share issuance must not breach ownership limits; no uncompleted major corporate changes should be pending; and the holder must not possess material non-public information from the Company. |
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ELOC
On April 5, 2024, the Company entered into a $25 million Equity Purchase Agreement (the “ ELOC ”) with the April 2024 Purchaser, under which the April 2024 Purchaser committed to buy up to $25 million of the Company’s common stock over a two-year period ending no later than April 4, 2026. In exchange, for such commitment, the Company issued 66,667 commitment shares to the April 2024 Purchaser.
Following the effectiveness of a Form S-1 registration statement on May 9, 2024, the Company may, from time to time, issue advance notices to sell shares of common stock (the “ Advance Shares ”) to the April 2024 Purchaser. Each advance may be up to 100% of the average daily trading volume over the prior five trading days, and priced at 90% of the April 2024 Purchaser’s resale proceeds from the shares during the three-day valuation period after notice.
Sales are subject to various conditions, including compliance with the agreement, no trading suspension, maintaining DWAC eligibility, a share price above $0.15, and keeping the April 2024 Purchaser’s beneficial ownership below 4.99%. The Company is not obligated to issue any shares and may terminate the ELOC at any time that the April 2024 Purchaser does not hold any Advance Shares.
On June 10, 2025, the Company delivered Advance Notices to the Platinum Point Capital and sold Platinum Point Capital 261,667 shares of common stock pursuant to the terms of the ELOC ranging from $1.43 to $1.79 per share for a total of $366,830, net of fees, discounts and expenses. As of September 30, 2025, the Company had received $142,261. $224,569 was collected, but not received as of September 30, 2025 and is reflected as subscription receivable.
As of September 30, 2025, the Company has sold 666,667 shares of common stock under the ELOC for $1,787,580 in gross proceeds, and there are no more shares remains available under the ELOC.
The April 2024 Purchaser is prohibited from short selling during the commitment period, and the Company agreed to indemnify the April 2024 Purchaser and cover related expenses under the associated registration rights agreement.
Additional Private Sales of Series B Preferred Stock and Common Stock
Effective on December 18, 19, and 31, 2024 and January 3, 6 and 6, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ December 2024 SPAs ”), with certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company sold the Purchasers, and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $250,000, and warrants to purchase 330,000 shares of common stock with an exercise price of $2.71 per share, 100 shares of Series B Preferred Stock for $100,000, and warrants to purchase 132,000 shares of common stock with an exercise price of $2.57 per share, 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 60,000 shares of common stock, with an exercise price of $2.57 per share; 300 shares of Series B Preferred Stock for $300,000, and warrants to purchase 396,000 shares of common stock with an exercise price of $2.61 per share; 500 shares of Series B Preferred Stock for $500,000, and warrants to purchase 660,000 shares of common stock with an exercise price of $2.59 per share; and 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 66,000 shares of common stock with an exercise price of $2.59 per share, respectively. Each of the December 2024 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates.
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If at any time following the Initial Exercise Date (as defined below) of the warrants, there is no effective registration statement registering, or the prospectus contained therein is not available for the shares of common stock issuable upon exercise of the warrants, the warrants can be exercised on a cashless basis as described in greater detail in the Common Share Purchase Warrants entered into to evidence the warrants (the “ Warrant Agreements ”). The warrants are exercisable on or after 180 days from their grant date (“ Initial Exercise Date ”), and for five years thereafter.
The warrants contain provisions that prohibit exercise if the holder thereof, together with its affiliates, would beneficially own in excess of 4.99% of the number of the Company’s shares of common stock outstanding immediately after giving effect to such exercise. A holder of the warrants may increase or decrease this percentage, but not in excess of 9.99%, by providing at least 61 days’ prior notice to the Company. In the event of certain corporate transactions, a holder of the Warrants will be entitled to receive, upon exercise of the warrants, the kind and amount of securities, cash or other property that the holder would have received had it exercised the warrants immediately prior to such transaction.
If the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less than the exercise price of the warrants then in effect (such lower price, the “ Base Share Price ” and such issuances collectively, a “ Dilutive Issuance ”) then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price. No adjustment however is to be made for certain customary Exempt Issuances (as defined in the SPAs).
The warrants also include customary buy-in rights in the event the Company fails to timely deliver the shares of common stock issuable upon exercise thereof.
If at any time the warrants are outstanding there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the common stock (each, a “ Share Combination Event ”, and such date thereof, the “ Share Combination Event Date ”) and the Event Market Price (defined below) is less than the then exercise price then in effect, then on the sixth trading day immediately following such Share Combination Event Date, the exercise price then in effect on such sixth trading day is automatically reduced (but in no event increased) to the Event Market Price. The “ Event Market Price ” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price of the common stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day after such Share Combination Event Date, divided by (y) five.
As a result of a dilutive issuance, the exercise price of the warrants was automatically reduced to $1.50 per share.
On February 3, 2025, the Company entered into a Subscription Agreement with an accredited investor and sold 70,000 shares of the Company’s restricted common stock for a total of $105,000, $1.50 per share. The Subscription Agreement included customary representations and warranties of the purchaser and the Company.
On February 7, 2025, the Company entered into a Subscription Agreement with an accredited investor and sold 155,555 shares of the Company’s restricted common stock for a total of $350,000 (or $2.25 per share). The Subscription Agreement included customary representations and warranties of the purchaser and the Company.
On March 20, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 80,000 shares of common stock of the Company’s restricted common stock from the Company for a total of $200,000 (or $2.50 per share). The Subscription Agreement included customary representations and warranties of the Purchaser and the Company.
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On May 23, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “ Investors ”), pursuant to which the Investors purchased an aggregate of 70,454 units, each consisting of one share of common stock and one half of one warrant to purchase one share of common stock, for a total of $1.65 per unit. As a result of the subscriptions, the Company, in consideration for $116,249 received from the Investors, issued 70,454 shares of common stock and warrants to purchase 35,227 shares of common stock (the “ Investor Warrants ”) to the Investors. The Subscription Agreements included customary representations and warranties of the Investors and the Company.
The Investor Warrants have an exercise price of $3.00 per share, a term through May 23, 2028 and cash only exercise rights. The Investor Warrants include a 4.999% beneficial ownership limitation, which may be increased to not more than 9.999% with not less than 61 days prior written notice from each holder. The Investor Warrants also provide that the Company has the right to accelerate the expiration of the Investor Warrants if the volume-weighted average price (VWAP) of the Company’s common stock on Nasdaq reaches or exceeds $3.00 per share for five consecutive trading days, with written notice to the warrant holder within two trading days. The notice must specify the trigger date, the relevant VWAP data, and an accelerated expiration date that is at least 30 calendar days from the date the notice is given. If the Investor Warrants are not exercised by 5:00 p.m. (New York time) on the accelerated expiration date, they will automatically expire and be of no further effect. In the event that the Company fails to provide an acceleration notice within two trading days after the applicable acceleration trigger date, the rights of the Company continue to apply to future acceleration trigger events, if any.
Securities Purchase Agreement
On April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement (the “ April 2025 SPA ”), with an institutional accredited investor (the “ April 2025 Purchaser ”), pursuant to which the Company sold the April 2025 Purchaser, and the April 2025 Purchaser purchased from the Company: 100 shares of Series B Convertible Preferred Stock of the Company (“ Series B Preferred Stock ”) for $100,000.
The April 2025 SPA closed on April 11, 2025, and provided that until the 18 th month anniversary of the closing date of the April 2025 SPA, the April 2025 Purchaser has the right to participate in any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents or any offering of debt or any other type of financing, or a combination thereof (other certain customary exempt issuances)(each a “ Subsequent Financing ”), in an amount not to exceed the amount of the April 2025 Purchaser’s subscription, on the same terms, conditions and price provided for in the Subsequent Financing.
The April 2025 SPA contains customary representations, warranties and covenants by the Company (including a restriction on entering into any variable rate transaction for a period of 180 days from the closing date of the April 2025 SPA), customary conditions to closing, indemnification obligations of the Company and the April 2025 Purchaser, other obligations of the parties and termination provisions.
Need for Future Funding
As discussed above, our current capital resources are not expected to be sufficient for us to fund operations for the next 12 months. We believe we will need to raise additional funding to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currently anticipate such funding, if required, being raised through the offering of debt or equity, and/or through additional sales under the ELOC. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value.
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Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. “ Note 2 - Summary of Significant Accounting Policies ” to the unaudited financial statements included in “ Part I, Item 1. Financial Statements ”, above describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies and estimates have a higher degree of inherent uncertainty and require significant judgments. Accordingly, actual results could differ from those estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: (1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our condensed consolidated financial statements:
Share-Based Compensation - Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 718, which requires recognition in the condensed consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the “ measurement date. ” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Additionally, we used this same methodology when determining the fair value of our restricted common stock issuances to managers and other related parties.
Estimating the Fair Value of Common Stock - We are required to estimate the fair value of the common stock underlying our stock-based awards and warrants when performing the fair value calculations using the Black-Scholes option pricing model
Our determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option pricing model, and is impacted by our common stock price as well as other variables including, but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.
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Warrants - In accordance with ASC 480, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement in its own shares. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares.
The Company accounts for its currently issued warrants in conjunction with the Company’s ordinary shares in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. The value of the warrant is based on accepted valuation procedures and practices that rely substantially on the third-party professional’s use of numerous assumptions and its consideration of various factors that are relevant to the operation of the Company.
JOBS Act and Recent Accounting Pronouncements
The JOBS Act provides that an “ emerging growth company ” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “ emerging growth company ” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.
We have implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“ FASB ”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“ CODM ”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. There was no material effect on the condensed consolidated financial statements for the nine months ended September 30, 2025.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. The term “ disclosure controls and procedures, ” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that as of the three months ending September 30, 2025, we have added procedures to review journal entries prior to posting to the general ledger. Additionally, we are implementing procedures to address our future potential migration to new systems, by documenting order details and status that will be maintained internally and reviewed regularly by staff to ensure data is secured and available.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be a party to litigation that arises in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.
Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “ Item 1. Legal Proceedings ” of this Form 10-Q from, “ Part I – Item 1. Financial Statements ” in the Notes to Condensed Consolidated Financial Statements in “ Note 10 – Commitments and Contingences ”, under the heading Legal Matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A. Risk Factors
Reference is made to Part I, Item 1A, “ Risk Factors ” included in our 2024 Annual Report for information concerning risk factors, which should be read in conjunction with the factors set forth in “ Cautionary Statement Regarding Forward-Looking Information ” of this Report and below. There have been no material changes with respect to the risk factors disclosed in our 2024 Annual Form 10-K, except as set forth below. You should carefully consider such factors in the 2024 Annual Report and below, which could materially affect our business, financial condition or future results. The risks described in the 2024 Annual Report and below, are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
We face risks in connection with the current governmental shutdown.
The Company’s operations, clinical trials, and commercialization efforts are subject to extensive regulation by U.S. federal and state agencies, including the U.S. Food and Drug Administration (“ FDA ”). Any continued interruption in government operations as a result of the current government shutdown, or otherwise, could adversely affect the Company in a number of ways. For example, a government shutdown could delay or suspend the review, approval, or inspection of our pharmaceutical and compounded products, including our ongoing or planned clinical trials for our patented respiratory illness prevention technology. Delays in FDA review or inspection could also prevent the timely commercialization of our Pharmaceutical Products or our compounded products, and could materially impact anticipated revenues.
Additionally, a government shutdown may delay or interrupt the issuance of regulatory guidance, approvals for advertising claims, or inspections of manufacturing facilities, which could result in delayed product launches, halted production, or increased compliance costs.
The Company is also subject to other risks associated with government actions, including changes in healthcare, telemedicine, and pharmaceutical regulations. Such changes could affect our ability to market, sell, or distribute our products online or across state lines. Further, any interruption in federal funding or administrative operations may impact public health initiatives, clinical trial oversight, and the availability of key resources or approvals necessary for the Company to continue operations in a timely manner. Consequently, a government shutdown or prolonged regulatory delays could materially and adversely affect our business, financial condition, results of operations, and prospects.
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Separately, the Company may, from time to time, seek to raise additional capital through public offerings of its securities or file registration statements with the SEC in connection with such offerings. Any closure of the SEC, whether due to a government shutdown (such as is currently ongoing), operational disruption, or other events, could delay the review and effectiveness of such registration statements. As a result, the Company may be unable to offer or sell securities in the public markets when needed, which could limit our ability to raise capital to fund operations, clinical trials, commercialization efforts, or other strategic initiatives. Delays in SEC review or effectiveness of registration statements could also increase costs, create uncertainty in our financing plans, and negatively affect investor confidence, potentially adversely impacting the Company’s financial condition, liquidity, and ability to execute its business strategy.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended September 30, 2025, which have not previously been reported in a Current Report on Form 8-K.
The issuances and grants described above were exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “ accredited investors ”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information.
(c)
Rule
10b5-1 Trading Plans
. Our directors and executive officers may from time to time enter into plans or other arrangements for the
purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a
non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2025, none of the Company’s
directors or officers (as defined in Rule 16a-1(f))
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Item 6. Exhibits
The following exhibits are filed herewith or incorporated by reference herein:
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* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan or arrangement.
+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Mangoceuticals, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Mangoceuticals, Inc. | ||
| Date: November 14, 2025 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 14, 2025 | By: | /s/ Eugene M. Johnston |
| Eugene M. Johnston | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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