Filed 2026-04-01 · Period ending 2025-12-31 · 138,124 words · SEC EDGAR
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# MANGOCEUTICALS, INC. (MGRX) — 10-K **Filed:** 2026-04-01 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-014478 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1938046/000149315226014478/) **Origin leaf:** 89af063e8fa9349c9abc622d1d5b71630c0c1b76dea27b22b08fef2fc404cc1f **Words:** 138,124 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (Mark One) | | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the fiscal year ended **December 31, 2025** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | Commission File Number: **001-41615** * | Mangoceuticals, Inc. | | | (Exact name of registrant as specified in its charter) | | | Texas | | 87-3841292 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | | | | | | 17130 Dallas Parkway, Suite 240, Dallas, Texas | | 75248 | | | (Address of principal offices) | | (Zip Code) | | Registrants telephone number, including area code:**(214)242-9619** **Securities registered pursuant to section 12(b) of the Act:** | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock, $0.0001 Par Value Per Share | | MGRX | | The NASDAQ Stock Market LLC (The NASDAQ Capital Market) | | **Securities registered pursuant to section 12(g) of the Act:** None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes No Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). Yes No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No On June 30, 2025, the last day of the registrants most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $14,725,437, based upon the closing price of the registrants Common Stock on the Nasdaq Capital Market of $1.52 on June 30, 2025. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K. As of March 31, 2026, the registrant had 16,967,420 shares of its Common Stock, $0.0001par value, outstanding. **DOCUMENTS INCORPORATED BY REFERENCE** None. **** **** **** | | | **** **TABLE OF CONTENTS** **** | Cautionary Statement Regarding Forward-Looking Statements | 1 | | | | | | | Reverse Stock Split | 2 | | | | | | | Glossary of Industry Terms | 3 | | | | | | | PART I | 4 | | | | | | | Item 1. Business. | 4 | | | Item 1A. Risk Factors. | 33 | | | Item 1B. Unresolved Staff Comments. | 78 | | | Item 1C. Cybersecurity. | 78 | | | Item 2. Properties. | 79 | | | Item 3. Legal Proceedings. | 79 | | | Item 4. Mine Safety Disclosures. | 79 | | | | | | | PART II | 80 | | | | | | | Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. | 80 | | | Item 6. [Reserved] | 80 | | | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. | 80 | | | Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 95 | | | Item 8. Financial Statements and Supplementary Data. | 96 | | | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 97 | | | Item 9A. Controls and Procedures. | 97 | | | Item 9B. Other Information. | 98 | | | Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 98 | | | | | | | PART III | 99 | | | | | | | Item 10. Directors, Executive Officers and Corporate Governance. | 99 | | | Item 11. Executive Compensation. | 109 | | | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 124 | | | Item 13. Certain Relationships and Related Transactions, and Director Independence. | 125 | | | Item 14. Principal Accountant Fees and Services. | 135 | | | | | | | PART IV | 136 | | | | | | | Item 15. Exhibits and Financial Statement Schedules. | 136 | | | Item 16. Form 10K Summary. | 142 | | | | | Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K (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; | | | | | | | | | | the effect of pandemics on our operations, sales, and the market for our products; | | | | | | | | | | 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; | | | 1 | | | | | our ability to attract and retain key personnel to manage our business effectively; | | | | | | | | | | our ability to adequately support future growth; and | | | | | | | | | | other risk factors included under 1A. Risk Factors below. | | 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 below under 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 Annual Report on Form 10-K. 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, 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. 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. Reverse Stock Split 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 a reverse stock split of our common stock at a ratio of 1-for-15 (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 Companys common stock began trading on the Nasdaq Capital Market (Nasdaq) on a post-split basis on October 16, 2024. 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 informedof 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 Companys 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 Companys 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. | 2 | | Glossary of Industry Terms The following are abbreviations, acronyms and definitions of certain terms used in this document, which are commonly used in our industry: cGMP means current good manufacturing practice regulations promulgated by the FDA under the authority of the FFDCA. These regulations, which have the force of law, require that manufacturers, processors, and packagers of drugs, medical devices, some food, and blood take proactive steps to ensure that their products are safe, pure, and effective. FFDCA 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. HIPAA means the Health Insurance Portability and Accountability Act of 1996, which has the goal of making it easier for people to keep health insurance, protect the confidentiality and security of healthcare information and help the healthcare industry control administrative costs. HITECH means the Health Information Technology for Economic and Clinical Health Act. IU means International Unit, which is a unit of measurement for the effect, not mass of a substance; the variance is based on the biological activity or effect, for the purpose of easier comparison across similar forms of substances. IUs are used to measure the activity of many vitamins, hormones, enzymes, and drugs. Individually identifiable health information is defined by HIPPA to mean information that is a subset of health information, including demographic information collected from an individual, and: (1) is created or received by a health care provider, health plan, employer, or health care clearinghouse; and (2) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is reasonable basis to believe the information can be used to identify the individual. Mg meansmilligrams. NCPDP means the National Council for Prescription Drug Programs, which is an American National Standards Institute accredited, standards development organization providing healthcare solutions. NPI means National Provider Identifier, which is a Health Insurance Portability and Accountability Act (HIPAA) Administrative Simplification Standard. The NPI is a unique identification number for covered health care providers. PII means personal identifiable information. TSBP means The Texas State Board of Pharmacy, which is the state agency responsible for the licensing/registration of Texas pharmacists, pharmacy technicians, and pharmacies; for establishing regulations for pharmacy practice; and for disciplining licensees and registrants. URAC means the Utilization Review Accreditation Commission, which is a review accreditation commission which offers health organizations an opportunity to have trained reviewers examine their operations and publicly ensure they are delivering care in a manner consistent with national standards. **** | 3 | | **** PART I Item 1. Business. **Introduction** The information included in this Report on Form 10-K should be read in conjunction with the consolidated financial statements and related notes in Item 8. Financial Statements and Supplemental Data of this Report. Our logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames, and service marks referred to in this Report may appear without the , and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information; and we have not commissioned any of the market or survey data that is presented in this Report. We are responsible for all the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section entitled Item 1A. Risk Factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to Mangoceuticals, Inc., is also based on our good faith estimates. Unless the context requires otherwise, references to the Company, we, us, our,, MangoRx and Mangoceuticals in this Report refer specifically to Mangoceuticals, Inc., and its consolidated subsidiaries. In addition, unless the context otherwise requires and for the purposes of this report only: | | | Exchange Act refers to the Securities Exchange Act of 1934, as amended; | | | | | 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. | | All dollar amounts in this Report are in U.S. dollars unless otherwise stated. | 4 | | **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 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. **** **Organizational History** We are a Texas corporation formed on October 7, 2021. Our address is 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245. Our telephone number is (214) 242-9619. Our corporate website is www.Mangoceuticals.com and we connect consumers to licensed healthcare professionals through our website at www.MangoRX.com. We became a public reporting company on March 20, 2023, upon the effectiveness of our Registration Statement on Form S-1 in connection with our initial public offering. Our common stock is traded on the Nasdaq Capital Market under the symbol MGRX. **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 mens wellness products and services via a telemedicine platform. To date, the Company has identified mens 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). **Compounded Products** 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). | 5 | | 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), as discussed below. Additionally, because our Mango ED product is being specially compounded for the customer by a pharmacist with a physicians 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). 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. | 6 | | 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 physicians 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 a 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). | 7 | | * 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. Additional Information Regarding our Compounded Products* Because our Compounded Products have not been, and will not be, approved by the FDA, our products have not had the benefit of the FDAs 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 currently anticipate using funding we may raise in the near term to finance marketing and general operational expenses associated with the sale of our Pharmaceutical Products. We launched our website in mid-November 2022. Our Compounded Products have been formulated as rapid dissolving tablets (RDT) using a sublingual (applied under the tongue) delivery system to bypass the stomach and liver. It is a generally established principle that sublingual drug absorption through the oral mucosa is generally faster than drug absorption through the gastrointestinal tract. This is because sublingual drugs that are absorbed through the oral mucosa directly enter the systemic circulation, bypassing the gastrointestinal tract and first-pass metabolism in the liver (see H. Zhang et al.,*Oral mucosal drug delivery: clinical pharmacokinetics and therapeutic applications*, 41Clin Pharmacokinet661, 662 (2002). Though the active ingredients that comprise our Mango ED product are meant to treat ED an issue that according to a 2018 study published in*The Journal of Sexual Medicine*has been estimated to affect over one-third of todays mens population (with prevalence increasing with age) we are also aiming to brand ourselves as a lifestyle company marketed to men seeking enhanced sexual vitality, performance, and overall mood and confidence. **** **Marketed Product** **** 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 orallyas 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. | 8 | | ***** **Studies** **** The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below under Patent Purchase AgreementsIntramont Technologies), 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). Some initial studies were conducted and completed in the 4thquarter of 2025 with additional tests and studies anticipated to be completed in the 1stquarter of 2026 which will then determine the Companys next steps in its commercialization and monetization efforts. The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described below under 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 2ndquarter of 2026. **Our Contracted Telehealth Providers** In many states, including Texas where our principal business office is located, the corporate practice of medicine doctrine prohibits corporations from practicing medicine and from employing physicians to provide professional medical services. Many states that recognize this doctrine also prohibit physicians from agreeing to share the fees they receive for professional services with unlicensed entities or individuals, a practice that is commonly known as fee splitting. The requirements for compliance with any applicable corporate practice of medicine and fee splitting restrictions vary among the states. In Texas, for example, there is no statute that expressly prohibits fee splitting, but the corporate practice of medicine doctrine has been interpreted to prohibit physicians from ceding control over their fee structures to corporate entities or giving a substantial portion of the fees received to corporate entities. In order to comply with corporate practice of medicine and fee splitting restrictions, we do not employ or directly contract with individual physicians or physician groups, nor do we control their medical decision-making or charges. Rather, the Company has entered into a variety of physician services agreements (the Physicians Agreements) with LocumTele, and Locum Tenens USA (collectively, the Telemedicine Providers), all of which counterparties have agreed to make available to us, healthcare professionals, to allow them to provide clinical services directly to our future customers via telehealth. We have integrated these healthcare professionals to allow for telehealth consultations and related services on our Mangoceuticals platform which has been developed and is complete. This platform is the backbone of our business as it connects consumers with both the medical provider and the pharmacy for fulfillment. It is also the system that we will use to create marketing funnels for outgoing marketing, customer management and support, and analytics for future sales. | 9 | | Through our Physician Agreements, the healthcare professionals are responsible for the practice of medicine and control of the clinical decision-making. After a patient visits our website and submits a request for a consultation with a health care professional, our Telemedicine Providers communicate the patients information to one of their affiliated physicians. The Telemedicine Providers and their physicians are responsible for conducting the telehealth consultation and any ongoing communication with the patient in accordance with applicable laws. The physicians make a determination, in their sole discretion, as to whether or not to prescribe our Pharmaceutical Products to potential customers. If the physicians prescribe our Pharmaceutical Products, then the customers pay us for our products. In turn, Epiq Scripts, LLC, pursuant to the Master Services Agreement discussed below, is provided information on the customer and compounding of our product, compounds the product, and ships the product to customers using packaging and shipping materials which we supply. We pay the Telemedicine Providers for each physician visit conducted in response to requests made by a patient on our website, regardless of whether the physician prescribes our product to the patient. The fee we pay the Telemedicine Providers is fixed, set in advance and is negotiated at arms length after comparing the prices offered by similar services. We are not a party to any contracts between the Telemedicine Providers and any health professionals or physician groups and do not control how the Telemedicine Providers reimburse these providers. Although our arrangement with the Telemedicine Providers, as summarized above, is structured to comply with applicable laws, including those restricting the corporate practice of medicine and fee splitting, there may be a risk that a state agency, now or in the future as these laws (and interpretations of them) evolve, would conclude that the arrangement and fee structure between the Telemedicine Providers and their contracted physicians and/or our agreements with the Telemedicine Providers violate the corporate practice of medicine doctrine and fee splitting restrictions in Texas or in another state where a patient who uses our Mangoceuticals platform is located. The Telemedicine Providers physicians are tasked with determining whether patients seeking our Pharmaceutical Products are eligible to be prescribed our Pharmaceutical Products, with the sole purpose of the telemedicine engagement being for the determination, in the physicians sole judgment, of whether the patient is qualified to obtain a prescription for the Pharmaceutical Products. The Telemedicine Providers physicians are required to electronically send prescriptions to Epiq Scripts (the Companys designated and accredited pharmacy partner), which financial relationship is required to be disclosed in writing to the patient via the Terms and Conditions listed on the Companys website, including informed consent, and also informing the patient that the prescription is sent to the Companys designated pharmacy partner. The Telemedicine Providers physicians are only able to prescribe our Pharmaceutical Products to patients seeking help for the treatment which the specific product provides (for example, Mango ED for treatment for ED and GROW for treatment hair loss) through our customer portal. **Our Related Party Pharmacy** As discussed in greater detail below under Material AgreementsMaster Services Agreement with Epiq Scripts we have entered into an exclusive Master Services Agreement and statement of work with Epiq Scripts, LLC, for its specialty compounding and packaging capabilities, fulfillment, and distribution of certain prescription products available through our platform. These prescription products include our Pharmaceutical Products. Epiq Scripts is a related party because it was 51%-owned by American International Holdings Corp (American International) at the time of our entry into the Master Services Agreement and is currently 52% owned by Mr. Jacob D. Cohen, our Chairman and Chief Executive Officer. Mr. Cohen, our Chairman and Chief Executive Officer, also served as the Chief Executive Officer and a director of, and had voting control over, American International at the time of the entry into the Master Services Agreement. Additionally, Mr. Cohen has served as the co-Manager of Epiq Scripts since January 2022. | 10 | | Epiq Scripts is currently fully licensed with the Texas State Board of Pharmacy (TSBP) and further has State Board of Pharmacy (or its equivalent) licenses from the District of Columbia and every U.S. State other than Alabama, with the intent of obtaining a state license from Alabama, by the end of the first quarter of 2025. Epiq Scripts hasobtained its National Provider Identifier (NPI) number and is a member of the National Council for Prescription Drug Programs (NCPDP), a standards development organization.Additionally, Epiq Scripts has applied for the highest level of accreditation with the Utilization Review Accreditation Commission (URAC),a Washington DC-based healthcare accrediting organization that establishes quality standards for the entire healthcare industry. Until Epiq Scripts receives a license in Alabama, we are limited to selling our Pharmaceutical Products in only the states in which Epiq Scripts holds licenses. Although Epiq Scripts is physically located in Texas, it can ship products to customers in each state in which it holds licenses. As a result of the above, Epiq Scripts can currently only provide services to the Company in the District of Columbia and those 49 states described above and the Company will be unable to sell its products to any customers in any states other than those listed above, until Epiq Scripts is able to obtain licenses in other states and will thereafter be limited to selling products to customers only in the states in which Epiq Scripts holds licenses. **** **Our Customer Portal** Our customer platform connects consumers to licensed healthcare professionals through our website at www.MangoRX.com, for the provision of care via telehealth and also provides access for customers to a licensed pharmacy for online fulfillment and distribution of certain medications that may be prescribed as part of telehealth consultations. Additional features to this backend technology solution allow for the creation and management of customer accounts whereby customers have the ability to login, view and make changes to their respective accounts. These changes include, but are not limited to, reviewing order history, tracking order shipments, requesting and ordering product refills and making other profile changes such as shipping address and payment changes. Our portal is not unique to the industry and is not anticipated to be difficult or costly to replicate or replace. The backend technology solution also houses and manages all customer data allowing the Company with additional key functionality, including but not limited to, providing customer service and support and data analytics for various marketing initiatives and reporting functions. We do not anticipate selling any third-party products via our portal. **Our Growth Strategy** **Utilize a variety of marketing channels using data analytics to attract customers** We currently market and advertise our Pharmaceutical Products on a variety of advertising mediums including, but not limited to, social media, online search websites, podcasts, television, radio, out-of-home, and other media channels, in compliance with applicable FDA rules and requirements. However, due to such rules and requirements, we are extremely limited in the content of the claims and promotional statements that we are able to make regarding our products under applicable FDA regulations. We believe advertising in a diversified set of media channels is important to prevent overreliance on any single channel and to maximize the exposure of our brand to our desired customers. We also reach customers through our own social media accounts, press coverage and public relations, internally developed educational and lifestyle content, and through engagement of social media influencers, hired and paid celebrities and talent, and physical brand advertising campaigns, in each case funding permitting, and in each case subject to applicable rules and regulations, which are expected to significantly limit the content of such marketing materials. We believe that this overall strategy will drive significant customer traffic to our platform, including direct type-in traffic and organic online search traffic. | 11 | | We also utilize a marketing strategy focused on analytics and data. We have designed our internal systems to measure consumer behavior, including which types of consumers generate more revenue in their first purchase, generate more revenue over time, generate more gross profit from their purchases, and which types of consumers are most valuable over their lifetime. We plan on measuring the effectiveness of our marketing budgets and the rate of return we generate from our marketing campaigns. We have retained and plan on using outside marketing and advertising firms to assist management in identifying marketing and advertising campaigns, media purchases and mediums, and seeking to drive a sufficient rate of return from our marketing and advertising budgets. **Invest in our telemedicine platform to enable sales throughout the United States** We utilize both a synchronous and asynchronous approach through our telemedicine platform, connecting customers through our platform and contracted physicians and pharmacy. An asynchronous visit allows a physician to verify the patients identity, demographics and collect the medical history online without needing to physically see or speak to the patient. A synchronous visit requires the doctor to either speak directly to the patient and/or see the patient either via video conference or in person. As discussed above, we initially are focusing our sales in the District of Columbia and 49 states where our related party pharmacy is licensed (i.e., each state other than Alabama), with the goal of eventually undertaking sales across all 50 states, pending licensing approvals of our related party pharmacy. **** **Provide subscription plans for recurring revenue and introduction of new products** We provide our customers with an option to purchase our Pharmaceutical Products on a subscription basis, where and when applicable. Subscription plans provide an easy and convenient way for customers to get ongoing treatment while simultaneously providing the Company with predictability through a recurring revenue stream. For subscription plans, customers are able to select a desired timeframe in which to receive products, which range from once every month to once every six months. The customer will then be billed on a recurring basis based on the selected timeframe and specified quantity of product, which is shipped after each billing from our contracted pharmacy (Epiq Scripts). Customers are able to cancel subscriptions in between billing periods to stop receiving additional products and reactivate subscriptions. Our integrated technology platform serves customers from customer discovery, through the purchase of products on our website, to connecting customers with medical providers for telehealth consultations (through our contracted physician network), to the fulfillment and delivery of orders (through our contracted pharmacy), and finally through ongoing management by medical providers (also through our contracted physician network). We believe our platform provides us cost advantages and efficiencies to offer customers affordable prices and to generate increased revenues over time. In addition to our Pharmaceutical Products, we intend to launch new products over time and offer additional subscription-based offerings which we hope will result in growth in revenue through recurring revenue streams. **Parent Subsidiary Contribution Agreement** On December 13, 2024, the Company, entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches Corp., a Texas corporation (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 98% ownership of MangoRx Mexico S.A. de C.V., a Mexican Stock Company; and (b) its 100% ownership of MangoRx UK Limited, a company incorporated under the laws of the United Kingdom (collectively, the Contributed Assets), to Mango & Peaches, in order to restructure the ownership and operations of the Company, better segregate such operations and liabilities and provided for the issuance of a portion of the capital of Mango & Peaches to Mr. Jacob Cohen, the Chief Executive Officer of the Company, as additional consideration to Mr. Cohen, as discussed in greater detail below under Item 11. Executive CompensationEmployment and Consulting AgreementsJacob D. Cohen, Chief Executive Officer, pursuant to which the Company agreed to issue Mr. Cohen certain shares of common stock and Series A Preferred Stock of Mango & Peaches (the issuance of which is discussed in greater detail below). | 12 | | In consideration for the transfer of the assets, the Company received 4,999,999 shares of Mango & Peaches common stock, bringing its ownership to 5,000,000 shares of common stock of Mango & Peaches upon the closing of the Contribution Agreement. Pursuant to the Contribution Agreement, Mango & Peaches assumed all of the liabilities of the Company relating to the Contributed Assets contributed, but none of the other liabilities of the Company and the Company agreed to indemnify Mango & Peaches against any damages relating to a breach of any representation or warranty of the Company in the Contribution Agreement, or any claim relating to the Contributed Assets, before the Contribution Effective Date (defined below); and Mango & Peaches agreed to indemnify the Company against any damages relating to a breach of any representation or warranty of Mango & Peaches in the Contribution Agreement, or any claim relating to the Contributed Assets, after the Contribution Effective Date. The Contribution Agreement and the contribution and assumption provided for therein was effective on December 15, 2024 (the Contribution Effective Date). 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 Super Majority Voting 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 100 shares of Series A Super Majority Voting Preferred Stock, the rights of which are discussed in greater detail below: The Series A Designation provides for the Series A Super Majority Voting 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 Super Majority Voting 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) equal to fifty-one percent (51%) of the total vote (the Total Series A Vote and the Voting Rights), and that so long as Series A Super Majority Voting Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Super Majority Voting Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Super Majority Voting Preferred Stock, (ii) effect any reclassification of the Series A Super Majority Voting Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Super Majority Voting Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments). Additionally, subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Super Majority Voting Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Super Majority Voting Preferred Stock, voting together as a class: (a) issue any additional shares of Series A Super Majority Voting Preferred Stock after the original issuance of shares of Series A Super Majority Voting Preferred Stock; (b) increase or decrease the total number of authorized or designated shares of Series A Super Majority Voting Preferred Stock; (c) effect an exchange, reclassification, or cancellation of all or a part of the Series A Super Majority Voting Preferred Stock; (d) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Super Majority Voting Preferred Stock; or (e) alter or change the rights, preferences or privileges of the shares of Series A Super Majority Voting Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in the Series A Designation. | 13 | | On May 13, 2025, Mango & Peaches 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. Cohens 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, which provide him the right to approve any merger or consolidation of Mango & Peaches and/or any amendment to the Certificate of Formation of Mango & Peaches. Additionally, Mr. Cohen, pursuant to the terms of his Employment Agreement, as amended, discussed in greater detail under Item 11. Executive CompensationEmployment and Consulting Agreements Jacob D. Cohen, Chief Executive Officer, has the right to earn up to a $10 million bonus (the Mango & Peaches Bonus), which is convertible at his option, at a conversion price of $0.50 per share, into up to 20,000,000 shares of common stock of Mango & Peaches. In the event the full amount of the Mango & Peaches Bonus, vests to Mr. Cohen and he converts such entire Mango & Peaches Bonus into 20,000,000 Mango & Peaches Bonus Shares pursuant to the conversion terms thereof, he will own 81.3% of Mango & Peaches outstanding common stock (not factoring in any other issuances), and 92.8% of Mango & Peaches outstanding voting stock (as a result of the ownership of the Mango & Peaches Series A Shares and not factoring in any future issuances). There is no assurance that any of the milestones will be reached by Mango & Peaches and/or that any portion of the Mango & Peaches Bonus will vest to Mr. Cohen or that any Mango & Peaches Bonus Shares will be issued to Mr. Cohen. **** **Planned Digital Asset Treasury Strategy** As discussed in greater detail below under Material AgreementsCube Operations Master Services Agreement, on December 17, 2025, Mango DAT, LLC (Mango DAT), a wholly-owned subsidiary of the Company, entered into a Master Services Agreement (the Mango MSA) with Cube Operations LLC (Cube), pursuant to which Cube will provide Mango DAT with access to Cubes proprietary platform for storing, managing, and administering digital assets via multi-party computation (MPC) wallets. Under the Mango MSA, Cube is also appointed as the discretionary asset manager for Mango DATs specified account assets, with authority to execute transactions such as buying, selling, exchanging, staking, and other activities related to supported digital assets (initially focused on Solana). Cube will act as agent and attorney-in-fact for Mango DAT in these matters. The Mango MSA and a separate Order Form entered into in connection therewith are intended to support the Companys strategy to deploy up to $100 million in a Solana-focused digital asset treasury (DAT), with the goal of accumulating initially Solana holdings as part of its broader strategy to manage liquidity, diversify assets, and optimize its balance sheet. Corporate treasury reserve funds typically serve as a companys operational checking account, helping to fund day-to-day operations, manage debt, and provide a cushion against unforeseen financial shortfalls. Traditionally, these reserves are held in cash or cash equivalents, including multiple fiat currencies for companies with international operations. The Company will also aim for annual staking yields of approximately 7-8%, with potential for higher returns through additional strategies. Solana is a public blockchain platform designed for scalability, speed, and low-cost transactions, supporting decentralized applications (dApps), smart contracts, non-fungible tokens (NFTs), and other crypto-native innovations. Founded in 2018, with the network launching in March 2020, Solana uses a unique combination of proof-of-stake (PoS) consensus and proof-of-history (PoH) mechanisms. Its native cryptocurrency, SOL, powers the ecosystem, enabling staking, governance, and payments within a decentralized network that has grown rapidly for applications in DeFi, payments, and internet-scale capital markets. | 14 | | To date no funds have been deployed in connection with the DAT, and the Company will need to raise significant additional funds in the future to implement the DAT, which funding may not be available on favorable terms if at all. By including Solana in its treasury, the Company seeks exposure to a digital asset that shares certain characteristics with traditional currencies. Solana is traded on open exchanges, offering liquidity, while also providing potential diversification benefits distinct from conventional cash or foreign currency holdings. For example, Solanas limited supply may offer a hedge against inflation and currency devaluation, although it remains more volatile than traditional treasury assets. In addition, holding Solana is expected to provide the Company with direct exposure to the potential appreciation of its Solana holdings. While the Company recognizes the inherent volatility and speculative nature of Solana, it believes that strategic treasury allocations can enhance financial flexibility and contribute to overall balance sheet optimization. The Company has previously filed a trademark application for MULTI-DAT to the United States Patent and Trademark Office, signaling its strategic expansion into the digital asset sector. As part of the MULTI-DAT framework, the Company is pursuing a range of strategic digital asset and DeFi initiatives to further enhance its treasury operations and competitive edge, including the following, which are to date in the planning stage and are expected to require significant additional capital to implement, which may not be available on favorable terms, if at all: **Digital Asset Treasury 2.0 Strategy**: Evaluating the allocation of corporate treasury into established digital assets and other leading networks to diversify holdings, and seek to boost balance-sheet efficiency and support long-term value while prioritizing risk management. **Tokenized Real-World Assets (RWAs)**: Exploring participation in tokenized representations of traditional instruments, such as U.S. Treasuries and yield-generating assets, to gain on-chain liquidity, transparency, and capital efficiency in a regulated environment. **Staking, Validator & Protocol-Level Yield Strategies**: Discussing deploying assets into institutional staking, validator roles, and yield-generating protocols, including liquid staking, to create recurring on-chain income and optimize asset productivity, with a focus on yield utility under strict operational and regulatory guidelines. S**tablecoin Infrastructure & Treasury Operations**: Seeking to integrate regulated stablecoins for treasury management, payments, settlements, and cross-border activities to streamline operations, minimize friction, and advance the Companys core business ahead of competitors while ensuring compliance. To support the ongoing build-out of its Digital Asset Treasury strategy, the Company plans to leverage its existing shelf registration statement through various takedown methods. These may include filing a prospectus supplement to activate an at-the-market (ATM) equity offering program, which would allow the Company to sell shares of common stock from time to time at prevailing market prices, as well as other approaches such as registered direct or underwritten offerings, depending on market conditions. This flexible capital-raising framework is intended to provide opportunistic funding for the future accumulation of Solana tokens and related initiatives. | 15 | | **Material Agreements** **Master Services Agreement with Epiq Scripts** On September 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, which at the time was 51%-owned by American International. Mr. Cohen, our Chairman and Chief Executive Officer, served as the Chief Executive Officer and a director of, and had voting control over, American International at the time of the entry into the Master Services Agreement, and currently serves on the Board of Directors of American International. The Company was wholly-owned by American International until June 16, 2022, when control of the Company was sold to Cohen Enterprises, which is owned by Mr. Cohen. Epiq Scripts was formed in January 2022 and only began compounding drugs for patients in November 2022. On February 15, 2023, the 51% of Epiq Scripts then owned by American International was transferred to Mr. Cohen as part of an exchange transaction, whereby Mr. Cohen agreed to cancel his preferred stock of American International, which provided him voting control over American International, in exchange for among other assets, American Internationals ownership of Epiq Scripts. Epiq Scripts is currently 52% owned by Mr. Cohen, our Chairman and Chief Executive Officer. Additionally, Mr. Cohen has served as the co-Manager of Epiq Scripts since January 2022. Pursuant to the Master Services Agreement and a related statement of work (SOW), Epiq Scripts agreed to provide pharmacy and related services to the Company, the Company agreed to exclusively use Epiq Scripts as the provider of the Services (defined below) during the term of the agreement, so long as Epiq Scripts complies with the terms of the Master Services Agreement. The agreement also includes a 30 day right of first refusal for Epiq Scripts to provide pharmacy services for any new product that Mango may introduce during the term of the agreement. Pursuant to the SOW, Epiq Scripts agreed to provide for the online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution (collectively, the Services) of products sold exclusively via our website that may be prescribed as part of a telehealth consultation on our platform. Epiq Scripts also agreed to provide mail service pharmacy services to us on an exclusive basis during the term of the SOW. We agreed to provide Epiq Scripts with all custom packaging materials, including but not limited to, individual sachet and/or blister packaging materials, outer box packaging, and any custom inserts and/or marketing information to accompany the prescription shipment, if any and to provide Epiq Scripts with quarterly sales forecasts to ensure Epiq Scripts has enough packaging materials on hand to cover a 90 day period. We agreed to pay for all direct shipping, delivery and related courier costs and to provide Epiq Scripts with direct access to any online accounts to access and generate shipping labels for the fulfillment and delivery of our products. The SOW had an initial term through December 31, 2025, which is automatically renewable thereafter for successive one-year terms unless either party terminates the agreement at least 90 days before renewal thereof and the SOW is subject to the same termination rights of the parties as set forth in the Master Services Agreement (discussed below). Neither party provided the other notice of their intent to terminate the SOW prior to the automatic renewal date on December 31, 2025, and as such, the SOW renewed automatically for an additional one-year term through December 31, 2026. Pursuant to the SOW, we agreed to pay Epiq Scripts certain fixed rate fees for prescription fulfillment, processing and packaging (per prescription) and drug compounding (per pill), provided the per pill rate is reduced upon us exceeding 3,500 product packages per month. Under the Master Services Agreement, we are solely responsible for billing and collecting funds from our customers and Epiq Scripts is paid out of funds that we actually collect. The Master Services Agreement had a term of five years, automatically renewable to additional one-year terms thereafter unless either party provides the other notice of termination at least 90 days prior to the date of automatic renewal. The Master Services Agreement can be terminated (i) upon breach of the agreement by the other party, subject to a 90-day cure right, (ii) if a party enters into bankruptcy or fails to pay its debts as they become due, or (iii) if Epiq Scripts becomes unable to perform the services covered by the Master Services Agreement and any statements of work associated therewith. | 16 | | Payments under the Master Services Agreement are due within 15 days after the end of each month during which collections are received. The Master Services Agreement contains customary confidentiality obligations, record retention provisions, audit rights, and representations and warranties of the parties. Each party to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and the other partys officers, directors, shareholders, employees, and agents from and against any and all nonparty claims, or actions for damages, liabilities (including strict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs) to the proportionate extent caused by (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents in connection with the performance of the agreement, or (2) any breach of any representation, warranty or covenant under the agreement by the indemnitor or any of its employees or agents. Additionally, the parties agreed that neither party will be liable to the other for special, incidental, or exemplary damages, subject to certain limited exceptions. The Master Services Agreement does not address product liability claims or assign any rights of indemnification or contribution in connection therewith. We paid Epiq Scripts a total of $60,000 upon our entry into the Master Services Agreement, comprising $45,000 as a one-time non-refundable technology systems setup and implementation fee and $15,000 as an upfront retainer to be credited towards the future provision of pharmacy and related services as outlined and detailed in the Master Services Agreement and SOW. All costs related to the pharmacy services provided by Epiq Scripts are listed as related party costs of revenues on our statement of operations. Epiq Scripts has filed with the URAC to obtain its pharmacy accreditation and obtained its first state license in the State of Texas in February 2022. Epiq Scripts has State Board of Pharmacy (or its equivalent) licenses to operate in the District of Columbia and every U.S. state other than Alabama and plans to eventually obtain a license in Alabama, by the end of the first quarter of 2026. As a result of the above, Epiq Scripts can currently only provide the Services to the Company in the District of Columbia and 49 states described above, and the Company will be unable to sell its products to any customers in any states other than those named above, until Epiq Scripts is able to obtain licenses in other states and will thereafter be limited to selling products to customers only in the states in which Epiq Scripts holds a license. On September 15, 2023, we entered into a First Addendum to Master Services Agreement (MSA) with Epiq Scripts (the First Amendment). Pursuant to the First Amendment, the parties agreed to amend the MSA to include certain Right of first negotiation rights and right of first refusal rights (each as discussed below). Additionally, the First Amendment provides for certain rights to Epiq Scripts in the event that the Company seeks to obtain pharmaceutical services in connection with certain Company products (collectively, Pharmaceutical Services) in jurisdictions other than the United States, including, without limitation, Mexico and the United Kingdom, where Epiq Scripts does not currently maintain licenses or permits (Future Jurisdictions, which shall also include, to the extent applicable, any state in the United States in which Epiq Scripts does not then hold required permits or licenses for the provision of the Pharmaceutical Services) and/or to terminate Epiq Scripts rights to provide exclusive Pharmaceutical Services in any current state of the United States or Future Jurisdiction where Epiq Scripts may then be providing Pharmaceutical Services to the Company (each a Current Jurisdiction). To date, there have been no fees paid to Epiq Scripts pursuant to this agreement. Specifically, the parties agreed in the First Amendment that should the Company decide to transfer any services provided by Epiq Scripts in a Current Jurisdiction to another pharmaceutical service provider (Transferred Services), the Company will be required to pay Epiq Scripts a fee of 1% of the total gross sales of all Prescription Products (defined below) by the Company resulting from the Transferred Services in the Current Jurisdiction, for a period of the lesser of (a) five (5) years from the date the Company transferred the Transferred Services; and (b) through the end of the term of the MSA (including where applicable, any renewal term)(the Non-Use Fee). The Non-Use Fee is payable monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar quarter. Prescription Products means Products (as defined in the MSA) sold by the Company which must be prescribed by a medical doctor. Notwithstanding the above, the Non-Use Fee shall not apply, and the Company shall not be obligated to pay any Non-Use Fee (a) in the event that the Transferred Services are provided directly by the Company or a majority-owned subsidiary of the Company; (b) in the event the Company decides to enter into an agreement with another pharmaceutical service provider to provide Pharmaceutical Services in a Future Jurisdiction; or (c) in connection with any services provided by any parties in any Future Jurisdictions. | 17 | | The First Amendment also provides that until the fifth anniversary of the First Amendment (September 15, 2028), the Company shall notify Epiq Scripts in writing of any plans to (a) expand its need for pharmacy services outside of those contemplated by the MSA; (b) expand its need for pharmacy services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new countries); or (c) begin providing pharmacy services internally (either through organic growth or acquisition). Thereafter Epiq Scripts has the right to provide the Company written notice of its intention to provide such services (as described in (a) or (b) above, whereafter the Company is required to discuss and negotiate such services in good faith with Epiq Scripts for a period of not less than 15 days). Otherwise, in the event of the occurrence of an event discussed in (c) above, the Company is required to discuss the possibility of Epiq Scripts either co-operating the pharmacy or providing management services to the Company in good faith for 15 days. In the event after such 15 day period, the Company and Epiq Scripts cannot come to a mutually agreeable agreement, the Company is under no further obligation regarding the matter set forth in the notice provided to Epiq Scripts. Finally, the First Amendment includes a requirement whereby if Epiq Scripts receives notice of any proposed fundamental transaction involving Epiq Scripts or its assets, including any agreement, arrangement, offer or proposal (including a letter of intent, term sheet, form of definitive agreement or definitive agreement) for an asset sale or acquisition, merger, acquisition or sale of securities, or redemption or repurchase of securities, Epiq Scripts must provide the Company notice of such offer within three days, after which receipt the Company will have the right of first refusal for 30 days to become the purchaser in connection with the notified transaction, on the terms, and subject to the conditions, set forth in such notified offer and pursuant to the conditions of the First Amendment. On January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Companys 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. Pursuant to the Epiq Scripts Assignments, the Company assigned all of its rights under (1) the MSA, as amended; and (2) the Consulting Agreement with Epiq Scripts discussed below, 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. **Consulting Agreement with Epiq Scripts** On September 15, 2023, we entered into a Consulting Agreement (the Consulting Agreement) with Epiq Scripts. Pursuant to the Consulting Agreement, Epiq Scripts agreed to provide pharmacy consulting services in connection with the Companys global expansion efforts, and as reasonably requested by the Company, during the term of the agreement, which is for five years (through September 15, 2028), unless otherwise earlier terminated (a) due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof; (b) the mutual agreement of the parties; or (c) the date that Epiq Scripts provides the Company written notice of termination, which may be at any time and for any reason. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay Epiq Scripts (1) a one-time payment of $65,000, payable within ten days of the entry into the agreement, which was timely paid; and (2) a set fee, payable for each prescription drug pill sold by the Company for cash, to the extent such pill must be prescribed by a medical doctor, or sold through retail pharmacies over the counter, in jurisdictions where a doctors prescription is not required for the sale of such drugs, and sold in a Territory (defined below), which consideration per pill decreases each year that the agreement is in effect, and is only payable for the first five years of the agreement. | 18 | | The Consulting Agreement further provides that no payments are due for the sale of any prescription pills until the First Sale. Under the Consulting Agreement, (a) Territory means worldwide, except for the United States, including its territories and possessions and the District of Columbia; and (b) First Sale means the date that the first commercial sale of prescription pills occurs in the Territory. To date, there have been no fees paid to Epiq Scripts pursuant to this agreement. Future payments are also required to be offset equitably for any prescription pill sold which is later refunded, charged back, returned, or reimbursed to a purchaser. The agreement includes customary representations of the parties, confidentiality and non-solicitation provisions, rights of Epiq Scripts to audit the sales of prescription pills, subject to certain limitations and requirements, and the requirement that the Company reimburse certain expenses of Epiq Scripts, subject to certain limitations and pre-approvals. No payments under the Consulting Agreement have been made to date. **Marketing Agreement** On December 10, 2023, the Company entered into a Marketing Agreement with Marius Pharmaceuticals, LLC (Marius) allowing the Company the use of the trademark Kyzatrex oral testosterone undecanoate softgel capsules, for the purposes of branding, packaging, marketing, and selling Kyzatrex on the Companys website, and to be sold via its telehealth platform at www.MangoRx.com. Pursuant to the Marketing Agreement, Marius granted the Company a non-exclusive, non-transferable, royalty-free license to use the Marius Marks in the United States, for the purpose discussed above. The Marius Agreement contains customary confidentiality and indemnification provisions and has an initial term of two years (through December 10, 2025), automatically renewable thereafter for successive one year terms unless otherwise terminated (a) by Marius if the Company does not have at least 2,500 monthly customers of Kyzatrex oral testosterone undecanoate softgel capsules at least 30 days prior to the end of the initial term, (b) by either party for cause in connection with a material breach that has not been cured within 30 business days of written notice thereof provided by the non-breaching party to the breaching party, or (c) by Marius in its sole discretion without cause by providing at least 60 days prior written notice to the Company. Marius may also terminate the agreement with written notice to the Company if the Company has not met at least 30% of the Minimum Subscribers within six months of the product launch date on the Companys website. Within 30 days of the date the Marius Agreement is terminated (or on the date of termination, which cannot occur earlier than 60 days after notice of termination is provided, if Marius terminates the Marius Agreement for convenience), we are required to stop and cease all use of the Marius Marks and are required to remove all references to the Marius Marks from our advertising/promotional materials, and signage. During the term of the Marius Agreement and for a period of 12 months thereafter, we agreed to not create, publish or broadcast any advertisement or otherwise promote or market any other product containing testosterone undecanoate. Pursuant to the Marius Agreement, and in consideration of the license granted thereunder, the Company issued Marius 6,667 shares of the Companys restricted common stock (the Marius Shares) which are fully earned upon entry into the agreement. The Marius Shares were valued at $10.20 per share for a total of $68,000. | 19 | | **Master Distribution Agreements** ISFLST* On July 9, 2024, we entered into a Master Distribution Agreement with ISFLST, Inc. (ISFLST) dated July 2, 2024 (the Distribution Agreement). Pursuant to the Distribution Agreement, we agreed to sell, and ISFLST agreed to purchase, certain of our products, including our MangoRx Grow and Mango ED products (collectively, the Products), for distribution and resale by ISFLST during the term of the agreement. Pursuant to the Distribution Agreement, ISFLST agreed to use commercially reasonable efforts to sell and promote the sale of the Products in Asia Pacific and Latin America (excluding Mexico), and we provided ISFLST a non-exclusive, non-transferable license to market and sell the Products, and grant sub-licenses (subject to certain pre-requisites and limitations described in greater detail in the Distribution Agreement) to sell the Products, in the Market. We also agreed, subject to certain future mutually agreed milestones that ISFLST could earn exclusive rights to market the Products in the applicable Market. The Distribution Agreement has a term of three years (through July 8, 2027) and is automatically renewable thereafter for three additional one year terms, unless either party provides the other notice of non-renewal at least 90 days prior to an automatic renewal date. The agreement may also be terminated by the non-breaching party upon the material breach of the agreement by the counterparty and failure to cure such breach after 90 days written notice, or upon insolvency. The Distribution Agreement includes customary confidentiality requirements of the parties, representations and warranties of the parties, mutual indemnification rights, disclaimers of warranties and limitation of liabilities, and force majeure provisions. The Distribution Agreement also includes a non-solicitation obligation of ISFLST, which applies during the term of the agreement and for two years thereafter. All pricing information will be mutually agreed to by the parties and set forth in a separate purchase order, subject to availability and volume requirements. *Propre* On January 30, 2025, the Company entered into a Master Distribution Agreement (the MDA), with Propre Energie Inc. Pursuant to the MDA, the Company licensed certain intellectual property and patent rights from Propre relating to 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 650,000 shares of the Companys restricted common stock (the Propre Shares) and 1% of the gross sales revenue we generate during the term of the MDA. The MDA has a term of three years (through January 30, 2028), renewable thereafter for up to three additional one year terms, provided that neither party provides the other notice of termination at least 90 days prior to the renewal date, provided that Propre has a right of termination in the event we sell substantially all of our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches the MDA and fails to cure such breach within 90 days or becomes insolvent. The 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 MDA. The Company is still preparing its internal business plans for the marketing, selling and distribution of Dermytol with plans to commence operations surrounding Dermytol in the 3rd quarter of 2026. | 20 | | *PrevenTech* ** On May 14, 2025, MangoRx IP Holdings, LLC (Mango IP), the Companys 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 various formats, using the patents. 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, PrevenTechs 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 the type and size of the PrevenTech MDA. **Cube Operations Master Services Agreement** On December 17, 2025, Mango DAT, LLC, a wholly-owned subsidiary of the Company, entered into a Master Services Agreement with Cube Operations LLC, pursuant to which Cube will provide Mango DAT with access to Cubes proprietary platform (the Cube Services) for storing, managing, and administering digital assets via multi-party computation (MPC) wallets. Under the Mango MSA, Cube is also appointed as the discretionary asset manager for Mango DATs specified account assets, with authority to execute transactions such as buying, selling, exchanging, staking, and other activities related to supported digital assets (initially focused on Solana). Cube will act as agent and attorney-in-fact for Mango DAT in these matters. The Mango MSA has an initial term of one (1) year commencing on the effective date, and automatically renews for consecutive two (2)-month periods unless either party provides at least thirty days prior written notice of non-renewal. Fees under the Mango MSA are set forth in applicable order forms and are payable within thirty (30) days of invoicing, exclusive of taxes (for which Mango DAT is responsible). The Mango MSA includes standard provisions for confidentiality, indemnification, limitations of liability (capped at fees paid in the prior twelve months for most claims). Either party may terminate for material breach if not cured within thirty days, and Cube may suspend services for non-payment after ten days notice. Upon termination, Mango DAT must cease use of the services, remove assets, and return or destroy confidential information. Concurrently with the Mango MSA, on December 17, 2025, Mango DAT and Cube entered into an Order Form (the Order Form) pursuant to the Mango MSA, which specifies the services and fee structure for the management of Solana-focused digital assets as part of the Companys digital asset treasury (DAT) strategy. Under the Order Form, monthly management fees are calculated on a graduated basis against assets under custody (AUC), at 0.30% for assets from $0 to under $10 million, 0.25% for $10 million to under $50 million, 0.20% for $50 million to under $250 million, and 0.10% for $250 million and above. The monthly fee is subject to a minimum of $2,500. An execution management fee equal to 2% of total assets is billed upon initial deposit and thereafter in quarterly installments based on the 30-day average net asset value (NAV). Mango DAT is responsible for reimbursing Cube for all reasonable and documented account-related expenses, including bank fees, clearing and settlement costs, third-party provider fees, taxes, and structuring, legal, or other professional service expenses. The account assets are expected to initially consist of Solana, with additional assets or cash proceeds as designated by Mango DAT. The Mango MSA and Order Form are intended to support the Companys strategy to deploy up to $100 million in a Solana-focused DAT, aiming for annual staking yields of approximately 7-8%, with potential for higher returns through additional strategies. | 21 | | **Patent Purchase Agreements** **Intramont Technologies** Effective 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 $20,000,000, which was payable to Intramont by (a) the issuance of 980,000 shares of the Companys then newly designated 6% Series C Convertible Preferred Stock (the Series C Preferred Stock), with a face value of $20.00 per share, for a total value of $19,600,000 (the Series C Shares); and (b) $400,000 in cash, (i) with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or before November 30, 2024 (collectively, the Cash Payments). The Intramont IP Purchase Agreement, and the purchase of the Patents, closed on April 24, 2024, upon the parties entry into the Intramont IP Purchase Agreement, and the Series C Shares were also issued on April 24, 2024. The Intramont IP Purchase Agreement included standard representations and warranties and confidentiality and indemnification obligations of the parties, for a transaction of that type and size. The Company purchased the Patents through its newly formed wholly-owned subsidiary, MangoRx IP Holdings, LLC, a Texas limited liability company. The Intramont IP Purchase Agreement also included a grant back license, whereby the Company provided Intramont, an irrevocable, co-exclusive, non-transferable and non-assignable (except in the event of a change of control), non-sublicensable, worldwide, license to use the Patents for the lives thereof (the Grant Back-License). The Grant Back-License is subject to Intramont paying the Company a royalty of ten percent (10%) of gross worldwide sales of products sold by Intramont which utilize the Patents, beginning on April 24, 2025, and continuing until the end of the life of the last Patent (the Royalty Payments). The Royalty Payments are to be paid to the Company on an annual basis, within 30 days after the end of the calendar year. Finally, the Intramont IP Purchase Agreement granted Intramont a right of first refusal, which provides that, if at any time prior to April 24, 2027, if we receive an offer to purchase the Patents and determine to accept such offer, or we determine to sell the Patents to a third party, we are required to provide Intramont the right of first refusal to either match such offer, or negotiate different purchase terms for the Patents. As of the date of this report, at total of $245,208 of the Cash Payments has been paid to date, provided that Intramont has not declared a default under the IP Purchase Agreement or taken any action against the Company in connection with the failure to timely pay such Cash Payments. 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 $154,792 remains due to Intramont in connection with the Cash Payments as of the date of this Report, which the Company expects to pay over time, by way of expenses associated with the development of the Patents. The Company intends to utilize the Patents by commencing research, development, clinical trial studies and efficacy testing on a variety of oral applications including, but not limited to, an oral dissolvable tablet (ODT), lozenge, toothpaste and/or mouthwash. | 22 | | On April 19, 2024, the Company submitted for filing to the Secretary of State of Texas, a Certificate of Designations of Mangoceuticals, Inc. Establishing the Designations, Preferences, Limitations and Relative Rights of Its 6% Series C Convertible Cumulative Preferred Stock (the Series C Designation), which was filed with the Secretary of State of Texas on April 23, 2024, effective as of April 19, 2024. The Series C Designation designated 6,250,000 shares of Series C Preferred Stock. The Series C Designation provides for the Series C Preferred Stock to have the following terms: *Dividend Rights*. From and after the issuance date of the Series C Preferred Stock, each share of Series C Preferred Stock is entitled to receive, when, as and if authorized and declared by the Board of Directors of the Company, out of any funds legally available therefor, cumulative dividends in an amount equal to (i) the 6% per annum on the stated value (initially $20 per share)(the Stated Value) as of the record date for such dividend (as described in the Series C 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 C 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 June 30, 2024. Accrued dividends may be settled in cash, subject to applicable law, shares of common stock (valued at the closing price on the date the dividend is due) 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 the Company, whether voluntary or involuntary (a Liquidation), the holders of the Series C Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value (the Liquidation Preference), for each share of Series C 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, including the Series B Convertible Preferred Stock, which has a preferential right to payments in liquidation, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series C Preferred Stock are to be ratably distributed among the holders of the Series C 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 C Preferred Stock may, at its option, convert its shares of Series C Preferred Stock into that number of shares of common stock equal to the Stated Value of such share of Series C Preferred Stock, divided by the conversion price of $10.00 per share (i.e., initially a 2-for-1 conversion ratio) (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 C Designation includes a conversion limitation prohibiting any holder and their affiliates from converting the Series C Preferred Stock into common stock in the event that upon such conversion their beneficial ownership of the Companys 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). The Series C Designation also includes a general restriction prohibiting the issuance of more than 19.99% of the Companys outstanding shares as of the date of entry into the IP Purchase Agreement, without the Companys stockholders approving such issuance(s) under the rules of the Nasdaq Capital Market. *Voting Rights*. The Series C Preferred Stock have no voting rights, except in connection with the protective provisions discussed below. | 23 | | *Protective Provisions*. So long as any shares of Series C Preferred Stock are outstanding, the Company cannot without first obtaining the approval of the holders of a majority of the then outstanding shares of Series C Preferred Stock, voting together as a class: (a) amend any provision of the Series C Designation; (b) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series C Convertible Preferred Stock; (c) amend the Certificate of Formation of the Company (including by designating additional series of Preferred Stock) in a manner which adversely affects the rights, preferences and privileges of the Series C Preferred Stock; (d) effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series C Preferred Stock; or (e) alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares of such series. *Redemption Rights*. The Company may redeem the outstanding Series C Preferred Stock shares, from time to time, in whole or in part, at any time after April 24, 2025, and continuing indefinitely thereafter, at the option of the Company, for cash, at the aggregate Liquidation Preference of the shares redeemed. **Greenfield Investments, Ltd.** Effective on December 13, 2024, theCompanyentered into a Patent Purchase Agreement (the Greenfield IP Purchase Agreement), with Greenfield Investments, Ltd (Greenfield). Pursuant to the Greenfield IP Purchase Agreement, we purchased certain patents owned by Greenfield, related to nutraceutical compositions using fungal compounds derived from mushrooms (collectively, the Greenfield Patents), in consideration for 515,000 shares of the Companys restricted common stock (the IP Purchase Shares). The Greenfield IP Purchase Agreement, and the purchase of the Greenfield Patents, closed on December 13, 2024, upon the parties entry into the Greenfield IP Purchase Agreement, and the IP Purchase Shares were issued on December 16, 2024. The Greenfield IP Purchase Agreement included standard representations and warranties and confidentiality and indemnification obligations of the parties, for a transaction of that type and size. The Greenfield IP Purchase Agreement also included a grant back license, whereby the Company provided Greenfield, an irrevocable, co-exclusive, non-transferable and non-assignable (except in the event of a change of control), non-sublicensable, worldwide, license to use the Greenfield Patents for the lives thereof (the Grant Back-License). The Grant Back-License is subject to Greenfield paying the Company a royalty of ten percent (10%) of gross worldwide sales of products sold by Greenfield which utilize the Greenfield Patents, beginning on December 13, 2025, and continuing until the end of the life of the last Patent (the Royalty Payments). The Royalty Payments are to be paid to the Company on an annual basis, within 30 days after the end of the calendar year. Finally, the Greenfield IP Purchase Agreement granted Greenfield a right of first refusal, which provides that, if at any time prior to December 13, 2027, if we receive an offer to purchase the Greenfield Patents and determine to accept such offer, or we determine to sell the Patents to a third party, we are required to provide Greenfield the right of first refusal to either match such offer, or negotiate different purchase terms for the Patents. The Company intends to utilize the Greenfield Patents by seeking out commercial opportunities that highlight what the Company believes are the patents innovative uses in nutraceuticals, emphasizing the potential for customized health supplements tailored to specific needs. **Insurance** We have an insurance policy in effect that includes customary coverage and protection for professional liability, general liability, employee benefits and protection against claims including technology products, services and against cyber security. Our insurance policy also covers exposure to product liability claims, including both technology product claims related to customer data breaches, copyright infringement and/or misrepresentation and fraud and any claims made in connection with any physical products and services sold through the Companys website. | 24 | | **Intellectual Property** We believe that our ability to obtain and maintain intellectual property protection for our technology platform, preserve the confidentiality of our trade secrets, and operate without violating the intellectual property rights of others will be important to our success. We rely on a combination of trademark, copyright, trade secret, including federal, state and common law rights in the United States and other countries, nondisclosure agreements, and other measures to protect our intellectual property, and may seek patent protection of our intellectual property in the future. Despite any measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Our business is affected by our ability to protect against misappropriation and infringement of our intellectual property and other proprietary rights. Our intellectual property includes the content of our websites, our registered domain names, our unregistered trademarks, and certain trade secrets. We have been granted with the United States Patent and Trademark Office for a federal trademark for the following word mark on October 13, 2024 with Reg. No. 7,184,368: * Additionally, the Company has been granted various federal trademarks and has applied for certain federal trademarks which applications are pending as of the date of this Report. **** **Employees** The Company is currently operated and managed by (a) the Founder, Chairman and Chief Executive Officer, Jacob D. Cohen, and (b) Eugene Johnston, the Chief Financial Officer of the Company. The Company utilizes the assistance of various independent contractors for administrative and technology development related services. We anticipate establishing a compensation program designed to align the compensation of our employees with performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results in the future. The structure of our compensation program will balance incentives earnings for both short-term and long-term performance such as incentive bonuses and flexible schedules. The Company also intends to develop a culture of inclusion and diversity and places a high value on diversity and inclusion. Our future success will depend partially on our ability to attract, retain and motivate qualified personnel. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. We consider our relations with our employees to be satisfactory. Mr. Cohen is currently party to an employment agreement with the Company and Mr. Johnston is party to a consulting agreement with the Company, each as discussed below under Item 11. Executive CompensationEmployment and Consulting Agreements. **Market Overview** **The Market for ED Products** According to a January 2022 report published by Verified Market Research, the Global Erectile Dysfunction Drugs Market size was valued at $3.63 billion in 2020, mainly due to the increase in patient awareness and the early adoption of sedentary lifestyle. Verified Market Research also projects that the total Global Dysfunction Drugs Market size will contract to $2.95 billion in 2028. The expected reason for this contraction is poor patient compliance with erectile dysfunction drugs and the future availability of cost-effective imitation medicines, as well as side effects of ED drugs. We do not anticipate our Mango ED drug suffering from these limitations, as we believe our product is easy to use and that we have priced our product competitively. Separately, Grand View Research, in a July 2022 report, projects that the U.S. market (where we are initially marketing our ED product) for erectile dysfunction drugs estimated at approximately $1.1 billion as of 2021, will increase at a 7.4% compound annual growth rate though 2030. | 25 | | It is also estimated that nearly 3-in-5 men in the US have suffered from erectile dysfunction, according to a survey reported in February 2022, by LetsGetChecked, a leading at-home health screening and insights company (based on research carried out by Opinium Research among 2,006 men in the USA, 1,178 of whom had previously experienced erectile dysfunction, from February 7-10, 2020). According to that study, age isnt that big a factor either, with 56% of men 18 to 34 years old being affected, compared to 63% of those over the age of 55. The study also determined that most men blame psychological factors for ED with 41% blaming stress, 34% blaming having too much on their mind, and 31% believing it is performance anxiety. **The Market for Mango GROW** According to the website of the American Hair Loss Association, (a) two-thirds of American men will experience some degree of hair loss by the age of 35, (b) by age 50, around 85 percent of men have significantly thinning hair; and (c) for around 25% of men, the start of male pattern baldness can begin before the age of 21. Additionally, and contrary to societal belief, we believe that most men who suffer from male pattern baldness are unhappy with their situation and would take steps to change that. In our experience, hair loss affects every aspect of the hair loss sufferers life including interpersonal relationships as well as the professional lives of those suffering. According to a May 2022 market study entitled, Hair Loss Prevention Products Market Forecast to 2028 COVID-19 Impact and Global Analysis by Product Type (Shampoos and Conditioners, Oils, Serums, and Others), Category (Natural & Organic, and Conventional), End User (Men, Women, and Unisex), and Distribution Channel (Supermarkets and Hypermarkets, Convenience Stores, Online Retail, and Others)*, by The Insight Partners, the hair loss prevention products market size was valued at $23.6 billion in 2021 and is projected to reach $31.5 billion by 2028, growing at a projected compound annual growth rate of 4.2% from 2021 to 2028. Mordor Intelligence LLP believes that the major factors driving the hair loss prevention market are changing lifestyle patterns, adoption of a hectic schedule that increases stress levels, which in turn results in frequent hair loss at an earlier stage among the young population, growing disposable income, and increased emphasis on appearances. **The Market for MOJO** **** We believe that hypogonadism (a condition where the gonads (testes in males and ovaries in females) do not produce enough sex hormones) is a growing concern in an aging male population and is associated with symptoms including decreased libido, erectile dysfunction, loss of lean muscle mass, loss of vitality, and depression. The most sensitive symptoms supporting a diagnosis of hypogonadism include erectile dysfunction and decreased libido. Historically treated using exogenous testosterone, concerns about possible adverse effects of testosterone have led physicians to seek alternative treatment approaches. Enclomiphene citrate is the*trans*isomer of clomiphene citrate, a non-steroidal estrogen receptor antagonist that is FDA-approved for the treatment of ovarian dysfunction in women. Clomiphene citrate has also been used off-label for many years to treat secondary male hypogonadism, particularly in the setting of male infertility. Enclomiphene citrate, which is the key active pharmaceutical ingredient found in our Mango MOJO compounded product, has been researched and studied in a Phase II clinical trial conducted by Ronald D. Wiehle and others, entitled *Enclomiphene citrate stimulates testosterone production while preventing oligospermia: a randomized phase II clinical trial comparing topical testosterone* (Fertil Steril. 2014 Sep;102(3):720-7. doi: 10.1016/j.fertnstert.2014.06.004. Epub 2014 Jul 17. PMID: 25044085), which found enclomiphene citrate as being effective in increasing serum testosterone levels in hypogonadal men, as well as maintaining sperm counts. | 26 | | According to an April 2022 market study conducted by Allied Market Research, the global male hypogonadism market size was $3.1 billion in 2020, and is projected to reach $5.1 billion by 2030, growing at a CAGR of 5.1% from 2021 to 2030. **The Market for SLIM** The Semaglutide market size has grown rapidly in recent years and from $20.54 billion in 2023 to $23.07 billion in 2024 at a compound annual growth rate (CAGR) of 12.3% according to the *Semaglutides Market Report 2024* by Research and Markets. The growth during the historic period can be attributed to lifestyle changes leading to higher diabetes prevalence, increased investment in research and development, rising healthcare expenditure, the expansion of pharmaceutical companies into developing regions, and growing acceptance of injectable therapies. Semaglutide is the key active pharmaceutical ingredient found in our Mango SLIM compounded product. According to Research and Markets, the market for semaglutides is expected to grow to $36.87 billion in 2028, due in part to the increasing global prevalence of diabetes, rising awareness about diabetes management and treatment, growing demand for effective therapies with fewer side effects, supportive government initiatives and policies for diabetes treatment, and an aging population contributing to higher diabetes incidence. **Competition and Competitive Advantages** We mainly compete with other companies offering mens wellness products, including Hims & Hers Health, Inc. and Roman, and with our Mango ED products, we compete against much larger pharmaceutical companies who offer ED branded drugs like Viagra (Pfizer) and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation) and their generic forms. With our Mango GROW product, we compete against the much larger pharmaceutical company Merck & Co., which offers the branded hair loss product Propecia, and Johnson & Johnson, the owner of Rogaine a branded form of Minoxidil. These companies have much greater resources than we do and well-known brand names. Our future mens wellness products will also likely need to compete against other traditional healthcare providers, pharmacies, and large retailers that sell non-prescription products. Furthermore, we compete with other companies, which have greater resources and a greater advertising budget, and which are also selling a version or some variation of our Compounded Products and Pharmaceutical Products, overall. We compete against these competitors based on our branding, advertising, unique compounding, and product delivery system (i.e., our Compounded Products have been designed to be taken sublingually, rather than in pill form or injectable format). We believe that these alternative delivery methods are one of the Companys major competitive advantages and what makes our Pharmaceutical Products more attractive than those sold by some of the larger pharmaceutical manufacturing companies. **** **Regulatory Environment** We currently produce and sell our Compounded Products, and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFDCA Act. Section 503A describes the conditions under which compounded human drug products are exempt from the FFDCA Act sections on FDA approval, prior to marketing, current good manufacturing practice (cGMP) requirements and labeling with adequate directions for use. One of these conditions is that the drugs must be compounded based on the receipt of valid patient-specific prescriptions; another condition limits copying of FDA-approved products, which restricts compounding drugs that have the same active ingredients and route of administration as ingredients that are used in other FDA approved drugs which are commercially available. The FDA also prohibits any marketing or promotional statements that are false or misleading in any particular, including making any unsupported superiority claims against other products or the failure to disclose a material fact. | 27 | | Notwithstanding the above, under relevant FDA guidance, the FDA generally does not consider a compounded drug to be essentially a copy of a commercially available drug if the compounded drug has a different route of administration as compared with the approved alternative, and our Compounded Products are for a different route of administration (e.g., sublingual). In addition, the FDA does not consider a compounded drug to be essentially a copy of a commercially available drug if the approved product cannot be used for the prescribed route of administration, which is available in the compounded version (which we believe it cannot, as discussed below). Finally, we do not expect that we will be deemed to have engaged in such copying, because our Compounded Products are based on a prescribers determination for each patient that the change associated with the Compounded Products produces for the patient a significant difference as compared with the commercially available drug product. Under relevant FDA guidance, the FDA does not consider a compounded drug essentially a copy if a prescriber determines that there is a change, made for an identified individual patient, which produces for that patient a significant difference from the commercially available product. Under Section 503A of the FFDCA Act, it is the prescribing practitioner who determines if a compounded drug is necessary for the identified patient and whether the change associated with the compounded product produces for the patient a significant difference as compared with the commercially available drug product. FDAs guidance states that FDA generally does not intend to question prescriber determinations that are appropriately documented. Our Compounded Products have been formulated as a Rapid Dissolve Tablet using a sublingual (applied under the tongue) delivery system to bypass the stomach and liver. We believe this offers a significant difference based on the fact that the approved versions are not available in the same route of administration (i.e., sublingual). A sublingual formulation may be able to meet the clinical needs of a particular patient who desires a more rapid onset of action compared to an FDA-approved oral formulation. In addition, because the prevalence of ED generally increases with age, older patients who may have difficulty swallowing an FDA-approved oral formulation may benefit from a sublingual formulation that dissolves under the tongue. Compounded drugs, like our Compounded Products, are not FDA-approved. This means that the FDA does not verify the safety or effectiveness of such drugs. Instead, consumers rely on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Compounded drugs also lack an FDA finding of manufacturing quality before such drugs are marketed. The FDA has the authority to impose significant restrictions on products through regulations on advertising, promotional and distribution activities. In particular, the FDA will object to any promotional activity (including through testimonials and surrogates) that is false or misleading in any particular, including the failure to disclose material facts. For example, the FDA will expect adequate substantiation for an efficacy claim, which would require substantial evidence derived from adequate and well-controlled clinical trials. We believe we can conduct truthful and non-misleading promotional activities, including activities involving the use of testimonials and surrogates, with limited claims that do not require substantial evidence derived from adequate and well-controlled clinical trials and which do not include efficacy claims. We are also aware of data in the scientific literature supporting how the proposed combination of the compounds which make up our Mango ED products (i.e., Tadalafil or Sildenafil, Oxytocin, and L-arginine) might be expected to perform in ED patients. Previous clinical studies (none of which we have paid for or undertaken ourselves) have suggested that either Sildenafil Tadalafil and L-arginine in combination for treatment of ED may be more effective than either compound alone (see L. Gallo et al.,*The Daily Therapy With L-Arginine 2,500 mg and Tadalafil 5 mg in Combination and in Monotherapy for the Treatment of Erectile Dysfunction: A Prospective, Randomized Multicentre Study*, 8Sex Med178, 184 (June 2020) finding that in general, combination therapy with Tadalafil and L-Arginine was superior to monotherapies for the treatment of ED; and M. Abu El-Hamd & E. Mohammed Hegazy,*Comparison of the clinical efficacy of daily use of L-arginine, tadalafil and combined L-arginine with tadalafil in the treatment of elderly patients with erectile dysfunction*, 52 Andrologia e13640, 3 (Aug. 2020) (Hamd and Hegazy) finding that the combined daily use of L-arginine with Tadalafil therapy for elderly male patients with ED could significantly increase Sexual Health Inventory for Men (SHIM) scores and levels of total testosterone in comparison to L-arginine, or Tadalafil alone)This is because L-arginine may increase nitric oxide, that in turn may increase cyclic guanosine monophosphate, which has relaxation and vasodilation (dilatation of blood vessels) effects on smooth muscle to assist in the treatment of ED (see Hamd and Hegazy paper). Furthermore, Oxytocin is a neurotransmitter linked to increased levels of social interaction, well-being, and anti-stress effects and clinical studies suggest administration of Oxytocin may stimulate certain aspects of social interaction, and may cause anti-anxiety and anti-stress effects (see Hamd and Hegazy paper). | 28 | | Furthermore, we are aware of data in the scientific literature supporting the efficacy of Minoxidil as an oral treatment (as discussed below), as opposed to topical treatments that have been more traditionally used and marketed for hair growth to date. Topical Minoxidil and oral Finasteride are current the standard first-line treatments for androgenetic alopecia (AGA)(male pattern baldness). Minoxidil in an oral formulation has been previously used for the treatment of severe and uncontrolled hypertension at a dose of 1040 mg. Unintentionally, the early trials of oral minoxidil as an antihypertensive drug documented side effects such as hypertrichosis (excessive hair growth anywhere on the body) and hirsutism (excess hair most often noticeable around the mouth and chin) with chronic use. A study conducted by Ratchathorn Panchaprateep & Suparuj Lueangarun, and published in the September 24, 2020 edition of Dermatology and Therapy, found that oral minoxidil at a dose of 5 mg taken once daily, significantly increased hair growth in men with AGA after 12 and 24 weeks of treatment (Panchaprateep, R., Lueangarun, S. Efficacy and Safety of Oral Minoxidil 5 mg Once Daily in the Treatment of Male Patients with Androgenetic Alopecia: An Open-Label and Global Photographic Assessment. Dermatol Ther (Heidelb) 10, 13451357 (2020)). Separately, Finasteride taken orally in the amount of 1 mg per day has shown to promote scalp hair growth and prevent further hair loss in a significant proportion of men with male pattern hair loss (McClellan, K.J., Markham, A. Finasteride. Drugs 57, 111126 (1999). Neither we, nor our representatives have had any conversations with the FDA staff regarding whether our Compounded Products can be sold pursuant to Section 503A of the FFDCA Act and future conversations with the FDA may result in the FDA staff raising issues with such sales pursuant to Section 503A of the FFDCA, requiring certain pre-requisites or changes to our current business plan, which may be costly or time consuming, and/or may result in us being prohibited from selling our Compounded Products pursuant to Section 503A of the FFDCA Act. **Government Regulation** We, as are many other companies, are also subject to environmental laws, rules and regulations which could affect our operations, including those disclosed below. As a consumer-focused health and wellness company delivering comprehensive telehealth technologies and services and health and wellness prescription-based products, in addition to the typical legal and regulatory considerations faced by a technology-based company, we are required to comply with complex healthcare laws and regulations, and consumer protection laws and regulations, all at both the state and federal level. Our business and operations are subject to extensive regulation, including with respect to the practice of medicine, the use of telehealth, relationships with healthcare providers, privacy and security of personal health information, product safety and pharmacy operations. ** *Government regulation of healthcare generally* Generally speaking, the healthcare industry is one of the most highly regulated industries in the United States. Healthcare-related businesses are subject to a broad array of governmental regulation at the federal, state, and local levels. While portions of our business are subject to significant regulations, some of the more well-known healthcare regulations do not apply to the Company because of the way our current operations are structured. We currently accept payments only from our customersnot any third-party payors, such as government healthcare programs or health insurers. Because of this approach, we are not subject to many of the laws and regulations that impact other participants in healthcare industry. If we begin accepting reimbursement payments from insurance providers or other third-party payors such as a government program, we will become subject to some of these additional healthcare laws and regulations. | 29 | | Irrespective of our business model, the healthcare industry is subject to changing political, economic and regulatory influences that may affect health and wellness companies like the Company. During the past several years, the healthcare industry has been subject to an increase in governmental regulation and subject to potential disruption due to legislative initiatives and government regulation, as well as judicial interpretations thereof. While these regulations may not directly impact us or our offerings in any given case, they will affect the healthcare industry as a whole and may impact customer use of the Companys solutions. If the government asserts broader regulatory control over companies like us or if we accept payment from and/or participate in third-party payor programs in the future, the complexity of our operations and our compliance obligations will materially increase. *Government regulation of the practice of medicine and telehealth* The practice of medicine is subject to various federal, state, and local certification and licensing laws, regulations, approvals and standards, relating to, among other things, the qualifications of the provider, the practice of medicine (including specific requirements when providing health care utilizing telehealth technologies and the provision of remote care), the continuity and adequacy of medical care, the maintenance of medical records, the supervision of personnel, and the prerequisites for the prescription of medication and ordering of tests. Because the practice of telehealth is relatively new and rapidly developing, regulation of telehealth is evolving and the application, interpretation and enforcement of these laws, regulations and standards can be uncertain or uneven. Similarly, the ability of our related party pharmacy to fulfill prescriptions and distribute pharmaceutical products, including compounded pharmaceutical products, is dependent upon the laws that govern licensed pharmacies and the fulfillment and distribution of prescription medication and other pharmaceutical products, which include in some cases requirements relating to telehealth. As a result, we must continually monitor legislative, regulatory, and judicial developments regarding the practice of medicine, telehealth and pharmaceutical laws in order to support our related party pharmacy (Epiq Scripts) and our third-party Telemedicine Providers. Physicians who provide professional clinical services via telehealth must, in most instances, hold a valid license to provide the applicable professional services in the state in which the patient is located. As such, the physicians provided to us through our relationship with our Telemedicine Providers are required to be licensed under applicable state law. Additionally, there may be limitations placed on the modality through which telehealth services are delivered. For example, some states specifically require synchronous (or live) communications and restrict or exclude the use of asynchronous telehealth modalities, which is also known as store-and-forward telehealth. However, other states do not distinguish between synchronous and asynchronous telehealth services. In response to the COVID-19 pandemic, some state and federal regulatory authorities lowered certain barriers to the practice of telehealth in order to make remote healthcare services more accessible. Due to our business model, these changes did not dramatically change our operations, but these changes did introduce many people to the practice of telehealth. It is unclear whether these changes will have a long-term impact on the adoption of telehealth services by the general public or legislative and regulatory authorities. **** *Some of the rules and regulations we are subject to include:* **** **Federal Anti-Kickback Statute** The Federal Anti-Kickback Statute (42 U.S.C. 1320a-7b) is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or other governmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate it to have committed a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, we do not expect to apply to our operations as we do not plan to seek payment for our services from the federal government. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties and fines. Imposition of any of these remedies could have a material adverse effect on our business, financial condition and results of operations. | 30 | | We do not anticipate our current operations being subject to the Anti-Kickback Statute as we do not seek reimbursement under a federal health care program. **U.S. FDA Regulation** The FDA regulates product promotion and noncompliance and this could result in the FDA requesting that we modify our product promotion or subject us to regulatory and/or legal enforcement actions, including the issuance of a warning letter, injunction, seizure, civil fine, and criminal penalties. Other federal, state or foreign enforcement authorities also monitor product promotion and have the authority to levy significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement, if violations of applicable law or regulations occur. We also believe that the FDA will likely consider our compounded combination products to be different from previously FDA-approved products, and that the FDA will not likely allow us to rely on any FDA-approved labeling or prescribing information. To qualify for the exemptions under section 503A of the FFDCA Act, among other requirements, a drug must be compounded by a licensed pharmacist or a licensed physician that does not compound regularly or in inordinate amounts any drug products that are essentially copies of a commercially available drug product. As discussed under Item 1. BusinessMaterial AgreementsMaster Services Agreement with Epiq Scripts, we have entered into an agreement with Epiq Scripts, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, to provide us compounding and other pharmacy services. Our operations are subject to extensive government regulation, from the entry into agreements with physicians or groups of physicians to provide telehealth services to our potential customers, to the marketing and promotion of our products, the creation of our products, and the sale of our products through licensed pharmacists. **Risk of Litigation** Additionally, federal and state statutes provide for private causes of action to plaintiffs alleging misleading marketing claims, or otherwise making allegations which are found to be in violation of such laws. As such, misleading promotional statements and practices can lead to litigation under state consumer protection and unfair trade practices laws. To date, there has been a substantial amount of litigation under these laws challenging the marketing and sale of compound drugs and we may face legal actions, and be subject to significant penalties, judgments and damages, if we are found to have violated these laws. **** **Health Information Privacy and Security Laws** Numerous U.S. state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity, and other processing of health information. We believe that, because of our operating processes, we are not a covered entity or a business associate under the Health Insurance Portability and Accountability Act and the implementing regulations (HIPAA), which establishes a set of national privacy and security standards for the protection of protected health information by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services. Because we need to use and disclose customers health and personal information in order to provide our services, we develop and maintain policies and procedures to protect that information in the future. | 31 | | In addition to HIPAA, numerous other federal, state, and foreign laws and regulations protect the confidentiality, privacy, availability, integrity and security of health information and other types of personal information. These laws and regulations are often uncertain, contradictory, and subject to changing or differing interpretations. Additionally, these laws may be similar to or even more protective than, and may not be preempted by, HIPAA and other federal privacy laws. The privacy and data protection laws in many states in which we operate are more restrictive than HIPAA and/or may apply more broadly than HIPAA. In certain cases, it may be necessary to modify our operations and procedures to comply with these more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused. We expect new laws, rules and regulations regarding privacy, data protection, and information security to be proposed and enacted in the future; as state laws are changing rapidly. For example, as of the date of this Report, twenty statesCalifornia, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Montana, Minnesota, New Hampshire, Nebraska, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginiahave enacted consumer data privacy laws. The data privacy laws have a number of things in common with each other, including allowing residents of those states the right to access and delete their personal information and to opt-out of the sale of their personal information, among others. Other provisions require commercial websites or online services to post a privacy policy that describes the types of personal information collected, what information is shared with third parties, and how consumers can request changes to certain information. Our compliance with these and future rules may increase our operating and expenses and our failure to comply with these rules could subject us to fines, penalties and litigation. In addition to the above, proposed or new legislation and regulations could also significantly affect our business. There currently are a number of proposals pending before federal, state, and foreign legislative and regulatory bodies. **Product Liability** As a distributor of mens health and wellness products, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its future products are alleged to have caused significant loss or injury. In addition, the sale of our products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our future products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition of the Company. For example, a 2014 study published in The Journal of the American Medical Association determined that Sildenafil (the active ingredient in Viagra) may be associated with a higher risk of developing melanoma. The study evaluated data from more than 25,000 men who used Sildenafil and found that Sildenafil use was significantly associated with an increased risk of subsequent melanoma, after considering other risk factors. It is possible that the ingredients we use in our Mango ED and Mango GROW products or any other products we sell in the future could be found in the future to result in increases in the likelihood of developing cancer or other diseases, which could subject us to litigation, penalties or recalls. **Implications of Being an Emerging Growth Company** As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage of reduced reporting requirements and are relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company: we may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results of Operations; | 32 | | we are exempt from the requirement to obtain an attestation and report from our auditors on whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley Act; we are permitted to provide less extensive disclosure about our executive compensation arrangements; and we are not required to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements. We may take advantage of these provisions until December 31, 2028 (the last day of the fiscal year following the fifth anniversary of our initial public offering) if we continue to be an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our shares held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to provide two years of audited financial statements. Additionally, 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. **** Item 1A. Risk Factors. Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected, and the value of our securities may decline in value or become worthless. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations. The risk factors described below should be read together with the other information set forth in this Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. **Summary Risk Factors** 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 pandemics and governmental responses thereto on our operations, those of our vendors, our customers and the economy in general; | | | | | | | | Risks associated with our products which have not been, and will not be, approved by the FDA and have not had the benefit of the FDAs clinical trial protocol which seeks to prevent the possibility of serious patient injury and death; | | | 33 | | | | Risks that the FDA may determine that the compounding of our planned products does not fall within the exemption from the FFDCA Act provided by Section 503A; | | | | | | | | 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, and increases in interest rates 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; | | | | | | | | The fact that certain recent initial public offerings of companies with public floats comparable to the public float of the Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company; and the fact that we may experience similar volatility, which may make it difficult for investors to assess the value of our common stock; | | | | | | | | 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 directors 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. | | | 34 | | **Risks Related to our Operating History and Need for Funding** **We have a limited operating history and have generated only limited revenues to date and there is no assurance that we can generate revenues or sell any commercial amount of our products in the future. We will need to raise additional funding to support our operations in the future.** We have a limited operating history. We launched our website in mid-November 2022 and have not sold sufficient quantities of our PRIME and/or Compounded Products to date to support our operations. There is no assurance that we can generate revenues sufficient to support our operations, and even if additional revenues are generated, there is no assurance that we can generate sufficient net income to support our operations. As reflected in the accompanying financials, the Company had a net loss of $20,643,455 for the year ended December 31, 2025 and an accumulated deficit of $40,647,480 as of December 31, 2025. Additionally, the Company had a net loss of $8,707,226 for the year ended December 31, 2024, and an accumulated deficit of $20,004,486 as of December 31, 2024. 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 our PRIME and Compounded Products, expand product offerings and enhance technology and infrastructure and further invest into, develop and market our recently acquired intellectual properties, including ourpatented respiratory illness prevention technology and Dermytol. 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 consolidated financial statements as of December 31, 2025, included herein. As of the date of this Report, our current capital resources, combined with the net proceeds from recent offerings are not expected to be sufficient for us to fund operations for the next 12 months. We will need funding in the future however to support our operations. 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. Such additional financing 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. **Since we have a limited operating history, it is difficult for potential investors to evaluate our business and our business is in a relatively new consumer product segment, which is difficult to forecast.** Our limited operating history in the health and wellness industry may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations. As an early-stage company, we are subject to all the risks inherent in the financing, expenditures, operations, regulatory compliance, complications and delays inherent in a new business. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. The likelihood of our success must be considered in light of the problems, expenses, difficulties, regulatory challenges, complications and delays frequently encountered in connection with the formation of a new business, the development of a new strategy and the competitive environment in which we operate. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability. Additionally, our industry segment is relatively new and constantly evolving. As a result, there is a lack of available information with which to forecast industry trends or patterns. There is no assurance that sustainable industry trends or preferences will develop that will lead to predictable growth or earnings forecasts for individual companies or the industry segment as a whole. We are also unable to determine what impact future governmental regulation may have on trends and preferences or patterns within our industry segment. | 35 | | **We need additional capital which may not be available on commercially acceptable terms, if at all, and this raises questions about our ability to continue as a going concern.** We need additional capital to support our operations and continue to market and commercialize our current Pharmaceutical Products. We may also require additional funding in the future to support our operations, expand our product line, pay expenses, or expand or complete acquisitions. The most likely source of future funds presently available to us will be through the sale of equity capital or debt. Any sale of equity or convertible equity or debt will result in dilution to existing shareholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability. We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our securities decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Obtaining additional financing contains risks, including: | | additional equity financing may not be available to us on satisfactory terms and any equity or convertible equity or debt we are able to issue could lead to dilution for current shareholders; | | | | | | | | loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; | | | | | | | | the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and | | | | | | | | if we fail to obtain required additional financing to commercialize our products and grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or delay product launches, each of which would have a material adverse effect on our business, future prospects, and financial condition. | | Additionally, we may have difficulty obtaining additional funding, and we may have to accept terms that would adversely affect our shareholders. For example, the terms of any future financings may impose restrictions on our right to declare dividends (provided that none are currently planned) or on the manner in which we conduct our business. Additionally, lending institutions or private investors may impose restrictions on a future decision by us to make capital expenditures, acquisitions or significant asset sales. If we are unable to raise additional funds, we may be forced to curtail or even abandon our business plan. **Risks Related to Our Business Activities** **We may not be able to successfully commercialize our Pharmaceutical Products or any other potential future mens wellness products.** We may not be able to effectively commercialize our Pharmaceutical Products or any other potential future mens wellness products. If we are unable to successfully commercialize our Pharmaceutical Products or successfully develop, produce, launch and commercialize any other potential future mens wellness products, our ability to generate product sales will be severely limited, which will have a material adverse impact on our business, financial condition, and results of operations. **** | 36 | | **** **We expect to face intense competition, often from companies with greater resources and experience than we have.** The health, wellness, and telemedicine industries are highly competitive and subject to rapid change. The industries continue to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than we have. We mainly compete with other companies offering mens compounded health and wellness products, including Hims & Hers Health, Inc., Roman, and Henry Meds, and with our Mango ED products, we are also competing against much larger pharmaceutical companies who offer ED branded drugs like Viagra (Pfizer) and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation) and their generic forms. With our Mango GROW product, we compete against the much larger pharmaceutical company Merck & Co., which offers the branded hair loss product Propecia, and Johnson & Johnson, the owner of Rogaine a branded form of Minoxidil. With our Mango SLIM product, we compete against the much larger pharmaceutical company Novo Nordisk., which offers the brandedglucagon-like peptide-1 (GLP-1) products under the brand name Ozempic and Wegovy. The majority of these competitors and potential competitors have more experience than we have in the development of health and wellness services and products. In addition, our planned services and products will compete with service and product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than we or the parties with which we contract have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue. We believe that our ability to compete depends upon many factors both within and beyond our control, including: | | our marketing efforts; | | | | | | | | the flexibility and variety of our product offerings relative to our competitors, and our ability to timely launch new product initiatives; | | | | | | | | the quality and price of products offered by us and our competitors; | | | | | | | | our reputation and brand strength relative to our competitors; | | | | | | | | customer satisfaction; | | | | | | | | the size and composition of our customer base; | | | | | | | | the convenience of the experience that we provide; | | | | | | | | our ability to comply with, and manage the costs of complying with, laws and regulations applicable to our business; and | | | | | | | | our ability to cost-effectively source and distribute the products we offer and to manage our operation. | | Many competitors also have longer operating histories, and will have larger fulfillment infrastructures, greater technical capabilities, faster shipping times, lower-cost shipping, lower operating costs, greater financial, marketing, institutional and other resources and larger consumer bases than we do. These factors may also allow our competitors to derive greater revenue and profits from their existing consumer bases, acquire consumers at lower costs or respond more quickly than we are able to, to new or emerging technologies and changes in product trends and consumer shopping behavior. These competitors may engage in more extensive research and development efforts, enter or expand their presence in any or all of the ecommerce or retail channels where we compete, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies, which may allow them to build larger consumer bases or generate revenue from their existing consumer bases more effectively than we are able to. As a result, these competitors may be able to offer comparable or substitute products to consumers at similar or lower costs. This could put pressure on us to lower our prices, resulting in lower revenue and margins or cause us to lose market share even if we lower prices. Furthermore, companies with greater resources or more well-known brand names may attempt to compete with us, and as a result, we may lose current or potential customers and may be unable to generate sufficient revenues to support our operations, any one of which could have a material adverse effect on our ability to grow and our results of operations. | 37 | | We may not successfully compete with larger competitors that have greater financial, sales, technical and other resources. Companies with greater resources may acquire our competitors or launch new products, and they may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by reducing prices or increasing promotional activities, among other things. **We face, and may continue to face, intellectual property infringement or misappropriation, and other claims that could be costly to defend, result in significant damage awards or other costs (including indemnification awards), and limit our ability to sell certain products.** We are currently party to, and may in the future continue to be party to, litigation based on allegations of infringement or other violations of intellectual property rights, including patent, copyright, trade secrets, and trademarks. Adverse results in any of these lawsuits may include awards of monetary damages, costly royalty or licensing agreements (if licenses are available at all), or orders limiting our ability to sell our products in the U.S. or elsewhere, including by preventing us from selling some or all of our Compounded Products. They may also cause us to change our business practices in ways that could result in a loss of revenues for us and otherwise harm our business. Some of our agreements with our partners require us to defend against certain intellectual property infringement claims and in some cases indemnify them for certain intellectual property infringement claims against them, which could result in increased costs for defending such claims or significant damages if there was an adverse ruling in any such claims. Regardless of their merits, intellectual property claims are often time consuming and expensive to litigate or settle. To the extent such claims are successful, they could harm our business, including our product offerings, financial condition, and operating results. In the event we were prohibited from selling certain, or all of our Compounded Products, and/or were forced to pay significant damages, we may be forced to curtail our business operations and seek bankruptcy protection. For additional information about the ongoing material legal proceedings to which we are subject, see [Legal Proceedings](#vvf_004) in Part I, Item 3 of this Annual Report on Form 10-K. **We may enter into strategic transactions in the future which may result in a material change in our operations and/or a change of control.** The costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability. The Company has previously initiated a formal review process to evaluate strategic alternatives for the Company. The Board of Directors and management team are committed to acting in the best interests of the Company, its stockholders and its stakeholders. There is no deadline or definitive timetable set for completion of the strategic alternatives review process and there can be no assurance that this process will result in the Company pursuing a transaction or any other strategic outcome. Transactions which may be undertaken by the Company, may include, but are not limited to, business combinations, liquidations of assets and/or a sale of the Company or its assets. The Company does not intend to make any further public comment regarding the review of strategic alternatives until it has been completed or the Company determines that a disclosure is required by law or otherwise deemed appropriate. As a result of the above, in the future, we or our majority stockholders, may enter into transactions with parties seeking to merge and/or acquire us and/or our operations. While we have not entered into any agreements or understandings with any such parties to date, in the event that we do enter into such a transaction or transactions in the future, our majority stockholder(s) will likely change and new shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders. As a result, our new majority stockholders may change the composition of our Board of Directors and may replace our current management. Any future transaction may also result in a change in our business focus. We have not entered into any agreements relating to any strategic transaction involving the Company as of the date of this filing and may not enter into such agreements in the future. Any future strategic transaction involving the Company or its operations may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the listing of our common stock on Nasdaq, our officers, directors and majority stockholder(s), and the value of our securities. | 38 | | **If we fail to successfully provide a good customer experience, including by developing new product offerings, our ability to attract members and customers may be materially adversely affected.** Our ability to obtain customers and retain future customers, attract customers and increase customer engagement with us will depend in part on our ability to successfully implement and improve our customer experience, including by continuing to create and introduce new product offerings, improving upon and enhancing our existing product offerings and strengthening our customers interactions with our brand and products. If new or enhanced product offerings are unsuccessful, we may be unable to attract or retain customers and our operating results could be materially adversely affected. Furthermore, new or shifting customer demands, tastes or interests, superior competitive offerings or a deterioration in our product offering quality or our ability to bring new or enhanced product offerings to market quickly and efficiently could negatively affect the attractiveness of our products and the economics of our business and require us to make substantial changes to and additional investments in our product offerings or business model. **Counterfeit versions of our products could harm our customers and have a negative impact on our revenues, earnings, reputation and business.** Our industry is subject to illegal counterfeiting and the presence of counterfeit products in certain of our markets and over the Internet. Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our manufacturing and testing standards, and which contain varying ingredients. To customers counterfeit products may be visually indistinguishable from the authentic version. Counterfeit products pose a risk to customer health and safety because of the conditions under which they are manufactured as well as the lack of regulation of their ingredients. The sale of counterfeit products could adversely impact our business and reputation by impacting customer confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation. **We may expend our limited resources to pursue particular products or services and may fail to capitalize on products or services that may be more profitable or for which there is a greater likelihood of success.** Because we have limited financial and managerial resources, we must focus our efforts on particular service programs and products. As a result, we may forego or delay pursuit of opportunities with other services or products that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Any such failure could result in missed opportunities and/or our focus on products or services with low market potential, which would harm our business and financial condition. Our current use of proceeds is specifically focused on among other things, the marketing and selling of our current Pharmaceutical Products and includes capital allocated for future products or services anticipated to be sold in the future under the MangoRx label and brand. **** **We have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, which entity is currently licensed to provide pharmacy services in 49 states and the District of Columbia.** As described in greater detail under Item 1. BusinessMaterial AgreementsMaster Services Agreement with Epiq Scripts. we have entered into a Master Services Agreement and SOW for Epiq Scripts, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services. Epiq Scripts has filed with the URAC to obtain its pharmacy accreditation and has State Board of Pharmacy (or its equivalent) licenses in the District of Columbia and every U.S. state other than Alabama. It is also in the process of applying for a state license for Alabama and hopes to obtain that by the end of the first quarter of 2026. As a result of the above, Epiq Scripts can currently only sell products to customers in the states in which Epiq Scripts holds licenses. | 39 | | **The Master Services Agreement does not address product liability claims which may result in us bringing legal claims or actions against Epiq Scripts to attempt to seek indemnification or contribution for product liability claims.** Each party to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and the other partys officers, directors, shareholders, employees, and agents from and against any and all nonparty claims, or actions for damages, liabilities (including strict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs) to the proportionate extent caused by (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents in connection with the performance of the agreement, or (2) any breach of any representation, warranty or covenant under the agreement by the indemnitor or any of its employees or agents. Additionally, the parties agreed that neither party will be liable to the other for special, incidental, or exemplary damages, subject to certain limited exceptions. The Master Services Agreement does not address product liability claims or assign any rights of indemnification or contribution in connection therewith. As a result, in the event of product liability claims, we may be forced to bring legal claims or actions against Epiq Scripts to attempt to seek indemnification or contribution for product liability claims, to the extent that we are sued in connection with such claims and Epiq Scripts isnt sued or that we are found primarily liable for such claims. Such claims may be costly, time consuming, and may not ultimately result in a favorable outcome to us, all of which may have an adverse effect on the value of our securities. **We currently owe certain rights to Epic Scrips under the Management Services Agreement which may limit our future operations and/or have a material adverse effect on our operations and cash flow.** As described in greater detail under Item 1. BusinessMaterial AgreementsMaster Services Agreement with Epiq Scripts, we have entered into a Master Services Agreement and SOW for Epiq Scripts, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services. Pursuant to the Master Services Agreement and a related SOW, Epiq Scripts agreed to provide pharmacy and related services to us, we agreed to exclusively use Epiq Scripts as the provider of online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution services relating to products sold exclusively via our website, that may be prescribed as part of a telehealth consultation on our platform, during the term of the Master Services Agreement, so long as Epiq Scripts complies with the terms of the Master Services Agreement. The agreement also includes a 30-day right of first refusal for Epiq Scripts to provide pharmacy services for any new product that Mango may introduce during the term of the Master Services Agreement. Pursuant to the Master Services Agreement, as amended, Epiq Scripts has certain rights in the event that the Company seeks to obtain pharmaceutical services in connection with certain Company products in jurisdictions other than the United States, including, without limitation, Mexico and the United Kingdom, where Epiq Scripts does not currently maintain licenses or permits and/or to terminate Epiq Scripts rights to provide exclusive Pharmaceutical Services in any current state of the United States or Future Jurisdiction where Epiq Scripts may then be providing Pharmaceutical Services to the Company. Specifically, should the Company decide to transfer any services provided by Epiq Scripts in a Current Jurisdiction to another pharmaceutical service provider, the Company will be required to pay Epiq Scripts a fee of 1% of the total gross sales of all Prescription Products (defined below) by the Company resulting from the Transferred Services in the Current Jurisdiction, for a period of the lesser of (a) five (5) years from the date the Company transferred the Transferred Services; and (b) through the end of the term of the Master Services Agreement (including where applicable, any renewal term). The Non-Use Fee is payable monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar quarter. Notwithstanding the above, the Non-Use Fee shall not apply, and the Company shall not be obligated to pay any Non-Use Fee (a) in the event that the Transferred Services are provided directly by the Company or a majority-owned subsidiary of the Company; (b) in the event the Company decides to enter into an agreement with another pharmaceutical service provider to provide Pharmaceutical Services in a Future Jurisdiction; or (c) in connection with any services provided by any parties in any Future Jurisdictions. | 40 | | Pursuant to the Master Services Agreement, as amended, until September 15, 2028, the Company is required to notify Epiq Scripts in writing of any plans to (a) expand its need for pharmacy services outside of those contemplated by the Master Services Agreement; (b) expand its need for pharmacy services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new countries); or (c) begin providing pharmacy services internally (either through organic growth or acquisition). Thereafter Epiq Scripts has the right to provide the Company written notice of its intention to provide such services (as described in (a) or (b) above, whereafter the Company is required to discuss and negotiate such services in good faith with Epiq Scripts for a period of not less than 15 days). Otherwise, in the event of the occurrence of an event discussed in (c) above, the Company is required to discuss the possibility of Epiq Scripts either co-operating the pharmacy or providing management services to the Company in good faith for 15 days. In the event after such 15 day period, the Company and Epiq Scripts cannot come to a mutually agreeable agreement, the Company is under no further obligation regarding the matter set forth in the notice provided to Epiq Scripts. The rights and obligations set forth above could have a material adverse effect on the Company, its plans for future products and expansions, or make such future products or expansion more costly or time consuming. **We currently exclusively rely, and continue to exclusively rely, on Epiq Scripts, a related party entity, for our pharmacy compounding services.** As disclosed herein, we have entered into a Master Services Agreement with Epiq Scripts, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, to operate as our sole and exclusive licensed pharmacy to fulfill and compound our Compounded Products to customers, assuming our Compounded Products are prescribed by physicians pursuant to our agreements with our Telemedicine Providers. We currently exclusively rely, and continue to exclusively rely, on Epiq Scripts. We face risks relying on a newly formed pharmacy with limited operations. Those risks include risks that Epiq Scripts will not be able to follow applicable regulatory guidelines relating to, will not be able to timely or cost effectively complete, or may not correctly, fulfill, specialty compound, package, ship, dispense and/or distribute our Pharmaceutical Products. If Epiq Scripts is not able to scale its operations to meet the demand of our operations, or is unable to undertake any of the actions described above, our business may be materially and adversely affected, we may need to find a new partner pharmacy, which may charge us more money for its services or may not have as favorable contract terms, we may be delayed or prevented from selling our Pharmaceutical Products, and may face fines, penalties or litigation. In the event of the occurrence of any of the above, the value of our securities may decline in value or become worthless. **** **The use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.** We use third-party social media platforms as part of our marketing strategy. We also maintain relationships with social media influencers. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we expect to maintain a presence on these existing platforms and expect them to be an important part of our marketing strategy. If we are unable to cost-effectively use social media platforms as marketing tools, if the social media platforms we use change their policies or algorithms, or if evolving laws and regulations limit how we can market through these channels, if at all, we may not be able to fully optimize our use of such platforms and our ability to retain current customers and acquire new customers may suffer. Any such failure could adversely affect our reputation, revenue, and results of operations. In addition, an increase in the use of social media for product promotion and marketing may increase the burden on us to monitor compliance related thereto, and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations. For example, in some cases, the Federal Trade Commission has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser. We do not control the content of what our influencers post on social media, and if we were held responsible for any false, misleading, or otherwise unlawful content of their posts or their actions, we could be fined or subjected to other monetary liabilities or required to alter our practices, which could have an adverse impact on our business, reputation, cash flows and ability to operate. | 41 | | Negative commentary regarding our business, or influencers who endorse our products and other third parties who are affiliated with or endorse us, may also be posted on social media platforms. Influencers with whom we maintain endorsement arrangements could engage in behavior or use their platforms to communicate with our customers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect our reputation. Any such negative commentary could impact our reputation or brand and affect our ability to attract and retain customers, which could have a material adverse effect on our business and results of operations. **Our business depends on our brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside our control, could materially adversely affect our business.** We believe our future success depends on our ability to maintain and grow the value of the Mango brand. Maintaining, promoting and positioning our brand and reputation will depend on, among other factors, the success of our marketing and merchandising efforts and our ability to provide a consistent, high-quality customer experience. Any negative publicity, regardless of its accuracy, could materially adversely affect our business. Brand value is based in large part on perceptions of subjective qualities, and any incident that erodes the loyalty of our customers, including adverse publicity or a governmental investigation or litigation, could significantly reduce the value of our brand and significantly damage our business. The value of our brand also depends on effective customer support to provide a high-quality customer experience, which requires significant personnel expense. If not managed properly, this expense could impact our profitability. Failure to manage or train our own or outsourced customer support representatives properly, or our inability to hire sufficient customer support representatives could result in lower-quality customer support and/or increased customer response times, compromising our ability to handle customer complaints effectively. **** **Our ability to gain and increase market acceptance and generate commercial revenues is subject to a variety of risks, many of which are out of our control.** Our Pharmaceutical Products and our future mens wellness products may not gain or increase market acceptance among physicians, patients, healthcare payors or the medical community. We believe that the degree of market acceptance and our ability to generate commercial revenues from such products will depend on a number of factors, including: | | our ability to expand the use of our products through targeted patient and physician education; | | | | | | | | competition and timing of market introduction of competitive products; | | | | | | | | quality, safety and efficacy in the approved setting; | | | | | | | | prevalence and severity of any side effects, including those of the components of our products; | | | | | | | | emergence of previously unknown side effects, including those of the generic components of our products; | | | | | | | | potential or perceived advantages or disadvantages over alternative treatments; | | | | | | | | the convenience and ease of purchasing the product, as perceived by potential patients; | | | | | | | | strength of sales, marketing and distribution support; | | | | | | | | price, both in absolute terms and relative to alternative treatments; | | | | | | | | the effectiveness of any future collaborators sales and marketing strategies; | | | | | | | | the effect of current and future healthcare laws; | | | | | | | | availability of coverage and reimbursement from government and other third-party payors; | | | 42 | | | | recommendations for prescribing physicians to complete certain educational programs for prescribing drugs; | | | | | | | | the willingness of patients to pay out-of-pocket in the absence of government or third-party coverage; and | | | | | | | | product labeling, product insert, or new studies or trial requirements of the FDA or other regulatory authorities. | | Our Pharmaceutical Products and/or future products may fail to achieve market acceptance or generate significant revenue to achieve sustainable profitability. In addition, our efforts to educate the medical community and third-party payors on the safety and benefits of our drugs may require significant resources and may not be successful. **We may be unable to scale our operations fast enough to bring down our cost of sales and generate revenues sufficient to support our operations.** We believe that in general, the faster we are able to scale up our operations, the lower our cost of sales, as a percentage of revenue, will be, as we believe that certain economies of scale exist with our operations. If we are unable to grow our business fast enough to take advantage of these economies of scale, our operations may suffer, and we may not be profitable. **** **Economic downturns or a change in consumer preferences, perception and spending habits has in the past, and could in the future, limit consumer demand for our products and negatively affect our future business.** The products that we sell (including our Pharmaceutical Products) and plan to sell in the future have been in the past, and may in the future be, adversely affected from time to time by economic downturns that impact consumer spending, including discretionary spending. Future economic conditions such as employment levels, business conditions, tariffs, trade wars, housing starts, market volatility, interest rates, inflation rates, energy and fuel costs and tax rates, or our actions in response to these conditions, such as price increases, could reduce consumer spending or change consumer purchasing habits. Our performance depends significantly on factors that may affect the level and pattern of consumer spending in the markets in which we operate. Such factors include consumer preference, consumer confidence, consumer income, consumer perception of the safety and quality of our future products and shifts in the perceived value for our products relative to alternatives. A general decline in the consumption of our future products could occur at any time as a result of change in consumer preference, perception, confidence and spending habits, including an unwillingness to pay a premium or an inability to purchase our products due to financial hardship or increased price sensitivity, which may be exacerbated by inflationary pressures, interest rates, and economic uncertainty. If consumer preferences shift away from our products, our business, financial condition and results of operations could be adversely affected. The success of our products depends on a number of factors including our ability to accurately anticipate changes in market demand and consumer preferences, our ability to differentiate the quality of our future products from those of our competitors, and the effectiveness of our marketing and advertising campaigns for our products. We may not be successful in identifying trends in consumer preferences and developing products that respond to such trends in a timely manner. We also may not be able to effectively promote our products by our marketing and advertising campaigns and gain market acceptance. If our products fail to gain market acceptance, are restricted by regulatory requirements or have quality problems, we may not be able to fully recover costs and expenses incurred in our operation, and our business, financial condition, results of operations and prospects could be adversely affected. | 43 | | **We rely upon independent third-party transportation providers for all of our product shipments and are subject to increased shipping costs as well as the potential inability of our third-party transportation providers to deliver on a timely basis.** We rely upon independent third-party transportation providers for all of our product shipments, including shipments from our related party pharmacy to our customers. Our utilization of these third-party delivery services for shipments is subject to risks which may impact a shipping companys ability to provide delivery services that adequately meet our shipping needs, including risks related to employee strikes, labor and capacity constraints, port security considerations, trade policy changes or restrictions, military conflicts, acts of terrorism, accidents, natural disasters and inclement weather. Any interruption in service provided by our shipping companies could cause temporary disruptions in our business, a loss of sales and profits, and other material adverse effects. In addition, we are subject to increased shipping costs when fuel prices increase, as we use expedited means of transportation such as air freight. If we change the shipping company we use, we could face logistical difficulties that could adversely affect deliveries, and we would incur costs and expend resources in connection with such change. **The failure of our Telemedicine Providers to attract and retain physicians in a competitive labor market could limit our ability to execute our growth strategy, resulting in a slower rate of growth.** The success of our wellness business will depend on the ability of our Telemedicine Providers and any future contracted telemedicine services provider(s) to continue to recruit and retain a sufficient number of qualified licensed doctors. Although we believe such provider(s) will have an effective recruitment process, there is no assurance that such provider(s) will be able to secure arrangements with sufficient numbers of licensed doctors or retain the services of such practitioners. If our Telemedicine Providers or any provider(s) we engage in the future, experience delays or shortages in obtaining access to qualified physicians, we would be unable to operate and may be forced to seek alternative arrangements which could be more costly or may be forced to suspend our business operations. **** **Our business could be adversely affected if physicians were classified as employees of the Telemedicine Providers instead of independent contractors.** Our Telemedicine Providers typically engage physicians that perform services through our platform as independent contractors. The Telemedicine Providers believe that the physicians are independent contractors because, among other things, they can choose whether, when, and where to provide services on our platform and are free to provide services on our competitors platforms. Nevertheless, recent legislative and judicial activity have in some jurisdictions created more restrictive standards or enforcement uncertainty with respect to the classification of workers within certain industries. The Telemedicine Providers may not be successful in defending the independent contractor status of physicians in some or all jurisdictions in which we and/or they operate. Furthermore, the costs associated with defending, settling, or resolving pending and future lawsuits (including demands for arbitration) relating to the independent contractor status of physicians could be material to the Telemedicine Providers. Foreign, state, and local laws governing the definition or classification of independent contractors, or changes thereto, or judicial decisions regarding independent contractor classification, could require classification of physicians as employees (or workers or quasi-employees where those statuses exist) of the Telemedicine Providers. If the Telemedicine Providers are required to classify physicians as employees (or as workers or quasi-employees where applicable), it could result in significant additional expenses, potentially including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes, and penalties. Further, any such reclassification could add significant complexity to our business model and could force us to have to modify or renegotiate our relationships with the Telemedicine Providers, which may not be possible on mutually agreeable terms, and could have an adverse effect on our business, financial condition, and results of operations. | 44 | | **Disruption in our global supply chain could negatively impact our business.** The compounds found in the products we sell are sourced from a wide variety of vendors, and any future disruption in our supply chain or inability to find qualified vendors and access compounds that meet requisite quality and safety standards in a timely and efficient manner could adversely impact our business. While we have not experienced material supply chain issues to date, the loss or disruption of such supply arrangements for any reason, including as a result of ongoing conflict arising out of the Russian invasion of Ukraine and the hostilities and conflict in the Middle East, other acts of war or terrorism, trade sanctions, inflation, tariffs, health epidemics or pandemics, labor disputes, loss or impairment of key manufacturing sites, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues, a suppliers financial distress, natural disasters, looting or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse impact on our business, results of operations and financial condition. Additionally, any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, or trade sanctions, between the U.S. and countries from which we or our vendors source merchandise, directly or indirectly, could require us to take certain actions, such as raising prices on our offerings or seeking alternative sources of supply from vendors with whom we have less familiarity, which could adversely affect our reputation, revenue, and our results of operations. **** **If we are unable to maintain or enter into future agreements with suppliers or our suppliers fail to supply us with our Compounded Products ingredients or any other potential future mens wellness products, we may experience delays in selling our products.** We may not be successful in maintaining or entering into new supply agreements on reasonable terms or at all or that we or our suppliers will be able to obtain or maintain the necessary regulatory approvals or state and federal controlled substances registrations for current or potential future suppliers in a timely manner or at all. If we are unable to obtain a sufficient quantity of active pharmaceutical ingredients manufactured at a facility that is registered and listed with the FDA and required to produce products, there could be a delay in producing products, which could adversely affect our product sales and operating results materially, which could significantly harm our business. This has not occurred to date. We currently do not have any manufacturing facilities and instead rely on third parties for the supply of our products (currently just Epiq Scripts, which is a related party), as well as for the supply of materials. However, we cannot be certain that we or our suppliers will be able to obtain or maintain the necessary regulatory approvals or registrations for these suppliers in a timely manner or at all. **** **Our business is exposed to risks associated with credit card and other online payment chargebacks and fraud.** A majority of our revenue is, and is expected to be, processed through credit cards and other online payments. If we experience refunds or chargebacks, our processors could require us to create reserves, increase fees or terminate contracts with us, which would have an adverse effect on our financial condition. Our failure to limit fraudulent transactions conducted on our website, such as through the use of stolen credit card numbers, could also subject us to liability and adversely impact our reputation. Under credit card association rules, penalties may be imposed at the discretion of the association for inadequate fraud protection. Any such potential penalties would be imposed on our credit card processor by the association. However, we face the risk that we may fail to maintain an adequate level of fraud protection and that one or more credit card associations or other processors may, at any time, assess penalties against us or terminate our ability to accept credit card payments or other form of online payments from customers, which would have a material adverse effect on our business, financial condition and operating results. We could also incur significant fines or lose our ability to give customers the option of using credit cards to pay for our products if we fail to follow payment card industry data security standards, even if there is no compromise of customer information. Although we believe that we operate in compliance with payment card industry data security standards, it is possible that at times we may not be in full compliance with these standards. Accordingly, we could be fined, which could impact our financial condition, or our ability to accept credit and debit cards as payment could be suspended, which would cause us to be unable to process payments using credit cards. If we are unable to accept credit card payments, our business, financial condition and operating results may be adversely affected. | 45 | | In addition, we could be liable if there is a breach of the payment information. Online commerce and communications depend on the secure transmission of confidential information over public networks. We rely on encryption and authentication technology to authenticate and secure the transmission of confidential information, including cardholder information. However, this technology may not prevent breaches of the systems we use to protect cardholder information. In addition, some of our contracting parties may also collect or possess information about our customers, and we may be subject to litigation or our reputation may be harmed if our contracting parties fail to protect our customers information or if they use it in a manner inconsistent with our policies and practices. Data breaches can also occur as a result of non-technical issues. Under contracts with processors, if there is unauthorized access to, or disclosure of, credit card information we store, we could be liable to the credit card issuing banks for their cost of issuing new cards and related expenses. **Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or customers, or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.** In the ordinary course of our business, we collect, store, use and disclose sensitive data, including health information and other types of personally identifiable information, or PII. We also process and store, and use additional third parties to process and store, confidential and proprietary information such as intellectual property and other proprietary business information, including that of our customers, providers and contracting parties. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, and employee or contractor error, negligence or malfeasance, can create system disruptions, shutdowns or unauthorized disclosure or modifications of information, causing sensitive, confidential or proprietary information to be accessed or acquired without authorization or to become publicly available. Because of the nature of the sensitive, confidential and proprietary information that we expect to collect, store, transmit, and otherwise process, the security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, will be important to our operations and business strategy. Measures taken to protect our systems, those of our third-party service providers, or sensitive, confidential and proprietary information that we or our third-party service providers process or maintain, may not adequately protect us from the risks associated with the collection, storage and transmission of such information. A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, sensitive, confidential, or proprietary information we or our third-party service providers maintain or otherwise process, could harm our reputation, compel us to comply with breach notification laws, and cause us to incur significant costs for remediation, fines, penalties, notification to individuals and governmental authorities, implementation of measures intended to repair or replace systems or technology and to prevent future occurrences, potential increases in insurance premiums, and forensic security audits or investigations. As a result, a security breach or privacy violation could result in increased costs or loss of revenue. Any actual or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations or other legal obligations. Our insurance policies may not cover, or may not be adequate to reimburse us for, losses caused by any such security breach. We rely on email and other messaging services to connect with our existing and potential customers. Our customers may be targeted by parties using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduce viruses through Trojan horse programs or otherwise through our customers computers, smartphones, tablets or other devices. Despite our efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damage our brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial condition and operating results. | 46 | | As of the date of this filing, we are not aware of the occurrence of any data breaches or other security related issues. **We may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our business, results of operations, and financial condition.** We are subject to taxes in every jurisdiction in which we operate. We record tax expense based on current tax liabilities and our estimates of future tax liabilities, which may include reserves for estimates of probable settlements of tax audits. At any one-time, multiple tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. Further, our effective tax rate in a given financial statement period may be materially impacted by changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. Fluctuations in our tax obligations and effective tax rate could adversely affect our business, results of operations, and financial condition. **If we become subject to product liability claims, we may be required to pay damages that exceed our insurance coverage, if any.** Our products are subject to risks for product liability claims due to inherent potential side effects. We may be unable to obtain or maintain product liability coverage. A product liability claim in excess of, or excluded from, our insurance coverage which currently covers exposure to product liability claims, both technology products and physical products, would have to be paid out of cash reserves and could have a material adverse effect upon our business, financial condition and results of operations. Product liability insurance is expensive even with large self-insured retentions or deductibles, difficult to maintain, and current or increased coverage may not continue to be available on acceptable terms, if at all. If we cannot successfully defend ourselves against a product liability claim, we may incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in: | | injury to our reputation; | | | | | | | | costs of defending the claim and/or related litigation; | | | | | | | | cost of any potential adverse verdict; | | | | | | | | substantial monetary awards to patients or other claimants; and | | | | | | | | the inability to commercialize our products. | | Damages awarded in a product liability action could be substantial and could have a negative impact on our financial condition. Whether or not we were ultimately successful in product liability litigation, such litigation would consume substantial amounts of our financial and managerial resources, and might result in adverse publicity, all of which would impair our business. For example, a 2014 study published in The Journal of the American Medical Association determined that Sildenafil (the active ingredient in Viagra and one of the ingredients we alternatively use, together with Sildenafil in our Mango ED product) may be associated with a higher risk of developing melanoma. The study evaluated data from more than 25,000 men who used Sildenafil and found that Sildenafil use was significantly associated with an increased risk of subsequent melanoma, after considering other risk factors. It is possible that the ingredients we use in our Compounded Products (including our Mango ED product, which is made with Sildenafil as an alternative to Tadalafil) or any other products we sell, including PRIME, could be found to result in increases in the likelihood of developing cancer or other diseases, which could subject us to litigation, penalties or recalls, all of which could have a material adverse effect on our operations and cause the value of our securities to decline in value or become worthless. Furthermore, our use of Sildenafil in our products could subject us to litigation, penalties or recalls, all of which could have a material adverse effect on our operations and cause the value of our securities to decline in value or become worthless. | 47 | | **Disruptions in our data and information systems could harm our reputation and our ability to run our business.** We rely extensively on data and information systems for our supply chain, financial reporting, human resources and various other operations, processes and transactions. Furthermore, a significant portion of the communications between us, our suppliers and customers depend on information technology. Our data and information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches (including breaches of our transaction processing or other systems that could result in the compromise of confidential customer data), catastrophic events, data breaches and usage errors by our employees or third-party service providers. Our data and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties in adapting these systems to changing technologies or expanding them to meet the future needs of our business. If our systems are breached, damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations, incur liability to our customers and others or face costly litigation, and our reputation with our customers may be harmed. We also rely on third parties for a majority of our data and information systems, including for third-party hosting and payment processing. If these facilities fail, or if they suffer a security breach or interruption or degradation of service, a significant amount of our data could be lost or compromised and our ability to operate our business and deliver our product offerings could be materially impaired. In addition, various third parties, such as our suppliers and payment processors, also rely heavily on information technology systems, and any failure of these systems could also cause loss of sales, transactional or other data and significant interruptions to our business. Any material interruption in the data and information technology systems we rely on, including the data or information technology systems of third parties, could materially adversely affect our business, financial condition and operating results. There have been no disruptions in our data and information systems to date. **** **Risks Related to Legal, Regulatory and Government** **We incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements.** We incur significant costs associated with our public company reporting requirements and with applicable U.S. and Nasdaq corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC and Nasdaq. All of these applicable rules and regulations significantly increase our legal and financial compliance costs and make some activities more time-consuming and costly. These applicable rules and regulations also make it more difficult and more expensive for us to retain director and officer liability insurance and as a result, we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. **If we fail to comply with government laws and regulations it could have a materially adverse effect on our business.** The health care industry is subject to extensive federal, state and local laws and regulations relating to licensure, conduct of operations, ownership of facilities, addition of facilities and services, payment for services and prices for services that are extremely complex and for which, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. We exercise care in structuring our arrangements with physicians and other referral sources to attempt to comply in all material respects with applicable laws. We also take such laws into account when planning future marketing and other activities, and expect that our operations are in compliance with applicable laws. The laws, rules and regulations described above are complex and subject to interpretation. In the event of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory framework occur, any such determination or changes could have a material adverse effect on our business. There can be no assurance however that we will not be found in noncompliance in any particular situation. | 48 | | Separately, Federal law limits compounded drugs that are essentially copies of commercially available FDA approved drugs, including those with the same route of administration. If our Compounded Products, or any future products we may choose to market in the future are deemed to be essentially copies of commercially available FDA approved drugs we would be prohibited from compounding such drugs and would be unable to sell our Compounded Products or future products. If that were to occur, we would need to change our business plan which would require substantial additional expenses and would have a material adverse effect on our cash flows and the value of our securities. **Marketing activities for our Pharmaceutical Products are subject to strict governmental regulation which may limit our ability to market or promote such product.** Our business model depends on qualifying for certain statutory exemptions for drugs that are compounded by pharmacies in accordance with applicable requirements. Pharmacy compounding is also subject to state oversight and regulation. Federal requirements include obtaining individual prescriptions establishing that the compounded drug is necessary for each drug prescribed for each of our customers. Federal law also limits compounded drugs that are essentially copies of commercially available FDA approved drugs, including those with the same route of administration. These restrictions will limit our ability to market compounded drugs that have the same active ingredients and route of administration as FDA-approved drugs, unless the compounded version offers a significant difference that the prescriber determines is necessary for each individual patient. The FDA also has the authority to impose significant restrictions on approved products through regulations on advertising, promotional and distribution activities. In particular, the FDA will object to any promotional activity (including through testimonials and surrogates) that is false or misleading in any particular, including the failure to disclose material facts. For example, the FDA will expect adequate substantiation for an efficacy claim, which would require substantial evidence derived from adequate and well-controlled clinical trials. We believe we can conduct truthful and non-misleading promotional activities, including activities involving the use of testimonials and surrogates, with limited claims that do not require substantial evidence derived from adequate and well-controlled clinical trials and which do not include efficacy claims. If our products are marketed in contradiction with FDA laws and regulations, the FDA may issue warning letters that require specific remedial measures to be taken, as well as an immediate cessation of the impermissible conduct, resulting in adverse publicity. The FDA may also require that all future promotional materials receive prior agency review and approval before use. Certain states have also adopted regulations and reporting requirements surrounding the promotion of pharmaceuticals. Failure by us or any of our collaborators to comply with state requirements may affect our ability to promote or sell future products in certain states. This, in turn, could have a material adverse impact on our financial results and financial condition and could subject us to significant liability, including civil and administrative remedies as well as criminal sanctions. These restrictions may be more burdensome for compounded products as compared with FDA approved products because the latter have substantial evidence of safety and effectiveness, which will limit our ability to compete against the sale of comparable FDA-approved products. **Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations.** Our operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. Compliance with these evolving laws, regulations and interpretations may require us to change our practices at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on our results of operations. There could also be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us. | 49 | | Additionally, the introduction of new products may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate federal, state, or local licenses or certificates, increasing our security measures and expending additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent our products from being offered to customers, which could have a material adverse effect on our business, financial condition, and results of operations. **Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.** A variety of federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of consumer data. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not comply with all such laws, regulations, requirements and obligations. Any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities or others or other liabilities or require us to change our operations. We collect, store, process, and use personal information and other customer data, and will rely on third parties that are not directly under our control to manage certain of these operations and to collect, store, process and use payment information. Our customers personal information may include names, addresses, phone numbers, email addresses, payment card data, and payment account information, as well as other information. Due to the volume and sensitivity of the personal information and data we and these third parties manage, the security features of our information systems are critical. If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to access sensitive customer data, including payment card data. If we or our independent service providers or business partners experience a breach of systems that collect, store or process our members and customers sensitive data, our brand could be harmed, sales of our products could decrease, and we could be exposed to claims, losses, administrative fines, litigation or regulatory and governmental investigations and proceedings. Any such claim, investigation, proceeding or action could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and suppliers and may result in the imposition of monetary penalties and administrative fines. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, or payment companies about the incident and may need to provide some form of remedy, such as refunds, for the individuals affected by the incident. Privacy laws, rules, and regulations are constantly evolving in the United States and abroad and may be inconsistent from one jurisdiction to another. We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including privacy acts previously adopted by 20 states as of the date of this Report, including the states of California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Montana, Minnesota, Montana, New Hampshire, Nebraska, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia. We cannot yet determine the impact such future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly. For instance, expanding definitions and interpretations of what constitutes personal data (or the equivalent) within the United States and elsewhere may increase our compliance costs. Any failure to comply could give rise to unwanted media attention and other negative publicity, damage our customer and consumer relationships and reputation, and result in lost sales, claims, administrative fines, lawsuits or regulatory and governmental investigations and proceedings and may harm our business and results of operations. | 50 | | **Our Compounded Products have not been, and will not be, approved by the FDA. The use of such products may cause serious side effects which could subject us to material litigation, damages and penalties.** Our Compounded Products have not been, and will not be, approved by the FDA. It is compounded using bulk drug substances and as such, we believe it is exempt from specific FDA approval, provided that it is compounded in accordance with statutory requirements. Because compounded drugs are not FDA-approved, the FDA does not verify their safety, effectiveness, or quality before they are marketed. In addition, poor compounding practices can result in serious drug quality problems, such as contamination or a drug that contains too much or too little active ingredient, among other possible quality deficiencies. We are not aware of any clinical studies involving the administration of Sildenafil or Tadalafil sublingually at the doses we intend to provide patients, or the compounding of Sildenafil or Tadalafil, Oxytocin, and L-arginine to treat ED, as is contemplated by our Mango ED products. We are also 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 attempt to treat hair loss, as is contemplated by our Mango GROW product. We are also not aware of any clinical studies involving the administration of Enclomiphene Citrate, Pregnenolone, and DHEA sublingually at the dose we provide patients, or the compounding of these ingredients to attempt to manage and balance hormones, as is contemplated by our Mango MOJO product. We are also not aware of any clinical studies involving the administration of Semaglutide sublingually at the dose we provide patients, or the compounding of Semaglutide with Vitamin B6 to attempt to assist with weight management, as is contemplated by our Mango SLIM 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 FDAs 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. For example, in October 2012, a pharmacy in Massachusetts shipped compounded drugs that were contaminated with a fungus throughout the country, and these drugs were injected into patients spines and joints. More than 750 people in 20 states developed fungal infections, and more than 60 people died. This type of action could have a significant negative impact on our brand name, results of operations and cash flows, and result in us having to cease selling products, curtailing our business plan, or seeking bankruptcy protection. **The main ingredients of our Compounded Products are publicly disclosed and are being specially compounded for the customer by a pharmacist with a physicians prescription, and as a result, our Compounded Products formula can be replicated by other companies.** Because our Compounded Products are being specially compounded for customers by a pharmacist with a physicians prescription and because the ingredients for our Compounded Products are publicly disclosed, these product formulas can be replicated by other companies. As a result, competitors, including those with greater resources, marketing, and brand recognition, may compete against us in the future using our exact product ingredients or variations thereof. We may be unable to distinguish our Compounded Products from copycat products and may not be able to differentiate our product from competitors in the marketplace. As a result, we may fail to obtain a significant market share, or may lose any market share we may obtain in the future, may be unable to compete with competitors, and may be forced to abandon or curtail our business plan, which could cause the value of our shares to decline in value or become worthless. | 51 | | **Our Compounded Products need to be compounded by licensed pharmacists who are subject to risks regarding applicable exemptions from the FFDCA Act.** Section 503A of the FFDCA describes the conditions under which compounded human drug products are exempt from the FFDCA sections on FDA approval prior to marketing, current good manufacturing practice requirements, and labeling with adequate directions for use. One of these conditions is that the drugs must be compounded based on the receipt of valid patient-specific prescriptions. Our Compounded Products needs to be compounded by licensed pharmacists, after being prescribed by a licensed physician. Licensed pharmacists who compound drug products in accordance with Section 503A of the FFDCA are not required to comply with CGMP requirements and the drugs that they compound are not required to be approved by the FDA, provided that the compounding complies with applicable requirements. Therefore, the FDA is often not aware of potential problems with compounded drug products or compounding practices unless it receives a complaint, such as a report of a serious adverse event or visible contamination. As such, the compounding of our products is subject to limited FDA oversight, which could lead to such products not being compounded safely and could lead to product recalls and litigation which could have a significant negative impact on our brand name, results of operations and cash flows, and result in us having to cease selling products, curtailing our business plan, or seeking bankruptcy protection. Neither we, nor our representatives have had any conversations with the FDA staff regarding whether our Compounded Products can be sold pursuant to Section 503A of the FFDCA Act and future conversations with the FDA may result in the FDA staff raising issues with such sales pursuant to Section 503A of the FFDCA, requiring certain pre-requisites or changes to our current business plan, which may be costly or time consuming, and/or may result in us being prohibited from selling our Compounded Products pursuant to Section 503A of the FFDCA Act. We also face risks that the compounding of our products does not fall within the exemption from the FFDCA provided by Section 503A thereof. For example, if the FDA determined that any of our products are essentially a copy of an FDA approved product, we would be severely limited in our ability to compound such a product. If any of the above were to apply, we may need to change our business plan or compounding activities, which could force us to curtail our business plan or expend significant additional resources to obtain FFDCA or FDA approval for our products. Notwithstanding the above, under relevant FDA guidance, the FDA generally does not consider a compounded drug to be essentially a copy of a commercially available drug if the compounded drug has a different route of administration as compared with the approved alternative, and our Compounded Products are for a different route of administration (e.g., sublingual). In addition, we do not expect that we will be deemed to have engaged in such copying, because our Compounded Products are based on a prescribers determination for each patient that the change associated with the compounded product (our Compounded Products) produces for the patient a significant difference as compared with the commercially available drug product. Under relevant FDA guidance, the FDA does not consider a compounded drug essentially a copy if a prescriber determines that there is a change, made for an identified individual patient, which produces for that patient a significant difference from the commercially available product. **Health care services, including arrangements with health care professionals, are heavily regulated at the state level, and the laws and regulations may be changed or subject to new interpretations.** Each state separately licenses health care professionals and determines when and under what conditions they may interact with and provide services to patients. Telehealth consultations initiated through our platform must be offered in accordance with the laws and regulations of the state where a patient is located, which may include laws that restrict the corporate practice of medicine and fee splitting. Each states laws are subject to legislative and regulatory changes, as well as judicial interpretations, and future changes or interpretations of state laws restricting the corporate practice of medicine and fee splitting could adversely affect the permissibility of (a) our relationship with the Telemedicine Providers; and/or (b) the Telemedicine Providers relationships with their contracted physicians. If our relationship with the Telemedicine Providers and/or the Telemedicine Providers relationships with their contracted physicians needed to be restructured in light of any such adverse changes or interpretations, that restructuring could negatively affect our ability to connect consumers with medical providers in certain states, and thus those customers ability to ultimately receive our products. **We do not have a pharmacy and depend on a related party to compound our Compounded Products and other potential future mens wellness products.** We rely on a related party pharmacy for the manufacture of our Mango product and will rely on this pharmacy or others for any potential future mens wellness products we market and we cannot assure you that they will be successful. This subjects us to a number of risks, including the following: | | | we may not be able to control the commercialization of our products, including the amount, timing and quality of resources that our contracting parties may devote to our products; | | | 52 | | | | | our contracting parties may experience financial, regulatory or operational difficulties, which may impair their ability to fulfill their contractual obligations; | | | | | | | | | | business combinations or significant changes in a contracting parties business strategy may adversely affect a contracting partys willingness or ability to perform their obligations under any arrangement; | | | | | | | | | | legal disputes or disagreements may occur with one or more of our contracting parties or between our contracting parties and our suppliers or former contracting parties; and | | | | | | | | | | a contracting party could independently move forward with a competing product developed either independently or in collaboration with others, including with one of our competitors. | | If any of our contracting parties fail to fulfill their future contractual obligations, our business may be negatively affected and we may receive limited or no revenues under our agreements with them. See also the risk factor, *The related party pharmacy we have entered into an agreement with may not receive licenses in all of the 50 United States to provide national coverage for us to sell our Pharmaceutical Products and future products below.* **Our use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and revenue.** Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personally identifiable information, or PII, including protected health information, or PHI. These laws and regulations include the Health Information Portability and Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations (referred to collectively as HIPAA). HIPAA establishes a set of basic national privacy and security standards for the protection of PHI. HIPAA requires us to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA imposes mandatory penalties for certain violations. Penalties for violations of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation, subject to a cap of $1.5 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to award damages, costs and attorneys fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. In addition, HIPAA mandates that the Secretary of Health and Human Services, or HHS, conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator. HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made without unreasonable delay and in no case later than 60 calendar days after discovery of the breach. If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually. | 53 | | Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of PII, including PHI. These laws in many cases are more restrictive than, and may not be pre-empted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additional expense, adverse publicity and liability. Because of the extreme sensitivity of the PII we store and transmit, the security features of our technology platform are very important. If our security measures are breached or fail, unauthorized persons may be able to obtain access to sensitive client data, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely affecting client confidence. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to clients in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. **Risks Related to Related Party Relationships and Transactions and Our Management** **We depend heavily on our senior management, including our Chief Executive Officer, who may have a conflict of interest with regard to various matters. The ability of certain key employees to devote adequate time to us is critical to the success of our business, and failure to do so may adversely affect our revenues and as a result could materially adversely affect our business, financial condition and results of operations.** We must retain the services of our key employees and strategically recruit and hire new talented employees. Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel, particularly our Chairman and Chief Executive Officer, Jacob D. Cohen. Mr. Cohen is currently a co-Manager and 52% owner of Epiq Scripts, and as Chief Executive Officer of Ronin Equity Partners, Inc., a private investment company, and in various positions with other entities and groups. Mr. Cohen currently spends approximately 95% of his time on Company matters. As a result, Mr. Cohen dedicates only a portion of his professional efforts to our business and operations, and there is no contractual obligation for him to spend a specific amount of his time with us. Mr. Cohen may not be able to dedicate adequate time to our business and operations and we could experience an adverse effect on our operations due to the demands placed on him from his other professional obligations. Such involvement in other businesses may therefore present a conflict of interest regarding decisions he makes for us or with respect to the amount of time available for us. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing our operations, product development, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. Moving forward, should the services of Mr. Cohen be lost for any reason, we will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan. Separately, if our executive officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan. | 54 | | **We have engaged, and in the future may engage, in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.** We have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational services. Included in such transactions is a Master Services Agreement and Statement of Work and Consulting Agreement with Epiq Scripts, LLC, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, as discussed in greater detail under Item 1. BusinessMaterial Agreements, for pharmacy and compounding services, which has been assigned to Mango & Peaches. Such transactions may not have been/may not be, entered into on an arms-length basis, and we may have achieved more or less favorable terms because such transactions were entered into with our related parties. This could have a material effect on our business, results of operations and financial condition. Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. **We are significantly reliant on related party relationships.** We have entered into a Master Services Agreement and Statement of Work and Consulting Agreement with Epiq Scripts, LLC, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, who also serves as a co-Manager of Epiq Scripts, as discussed in greater detail under Item 1. BusinessMaterial Agreements, for pharmacy and compounding services, which has been assigned to Mango & Peaches. In the event that relationship is terminated, our costs may increase, and we may be unable to effectively obtain the services currently provided by Epiq Scripts, LLC. Additionally, certain of our consultants are employed by Epiq Scripts, LLC. We also anticipate entering into other related party relationships in the future. While we believe that all related party agreements have been and will be on arms-length terms, such significant related party relationships may be perceived negatively by potential shareholders or investors and/or may result in conflicts of interest. Each of our officers and directors (including those discussed above) presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director may be required to present a business opportunity to such entity, subject to his fiduciary duties under applicable law. Additionally, such persons may have conflicts of interest in allocating their time among various business activities. These conflicts may not be resolved in our favor. Our significant related party relationships and transactions, the terms of such relationships and transactions, and/or the termination of any such relationships or transactions, may have a material adverse effect on our results of operations moving forward and/or create conflicts of interest or perceived conflicts of interest which may have a material adverse effect on the value of our securities. **The related party pharmacy we have entered into an agreement with may not receive licenses in all of the 50 United States to provide national coverage for us to sell our Pharmaceutical Products and future products.** We have entered into a Master Services Agreement and Statement of Work and Consulting Agreement with Epiq Scripts, LLC, a related party, 52% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, as discussed in greater detail under Item 1. BusinessMaterial AgreementsMaster Services Agreement, for pharmacy and compounding services, which has been assigned to Mango & Peaches. Epiq Scripts ability to provide pharmacy services in each state is subject to, among other things, receipt of regulatory approvals and licenses in the states in which it operates. Currently Epiq Scripts holds State Board of Pharmacy (or its equivalent) licenses to operate in the District of Columbia and every U.S. State other than Alabama. Its failure to receive regulatory approval or licenses in Alabama, or loss of such licenses in the future, may prohibit us from selling our Mango products to customers that reside in those states limiting our ability to grow and compete with other companies that have those capabilities. Any of the above may have an adverse effect on our revenues, operations and cash flow and cause the value of our securities to decline in value or become worthless. We also face related party conflicts associated with our engagement of Epiq Scripts, LLC as discussed in greater detail above. | 55 | | **Jacob D. Cohen, our Chairman and Chief Executive Officer exercises majority voting control over Mango & Peaches which holds substantially all of our assets and operations, which limits shareholders abilities to influence corporate matters and could delay or prevent a change in corporate control.** Pursuant to the December 13, 2024, Contribution Agreement, the Company contributed substantially all of its assets, including ownership of: (a) its 98% ownership of MangoRx Mexico S.A. de C.V., a Mexican Stock Company; and (b) its 100% ownership of MangoRx UK Limited, a company incorporated under the laws of the United Kingdom, to Mango & Peaches, in order to restructure the ownership and operations of the Company, better segregate such operations and liabilities and provided for the issuance of a portion of the capital of Mango & Peaches to Mr. Jacob Cohen, the Chief Executive Officer of the Company, as additional consideration to Mr. Cohen. In consideration for the transfer of the assets, the Company received 4,999,999 shares of Mango & Peaches common stock, bringing its ownership to 5,000,000 shares of common stock of Mango & Peaches upon the closing of the Contribution Agreement. Pursuant to the Contribution Agreement, Mango & Peaches assumed all of the liabilities of the Company relating to the Contributed Assets contributed, but none of the other liabilities of the Company and the Company agreed to indemnify Mango & Peaches against any damages relating to a breach of any representation or warranty of the Company in the Contribution Agreement, or any claim relating to the Contributed Assets, before the Contribution Effective Date; and Mango & Peaches agreed to indemnify the Company against any damages relating to a breach of any representation or warranty of Mango & Peaches in the Contribution Agreement, or any claim relating to the Contributed Assets, after the Contribution Effective Date. The Contribution Agreement and the contribution and assumption provided for therein was effective December 15, 2024. The Mango & Peaches Series A Designation provides for the Series A Super Majority Voting Preferred Stock of Mango & Peaches 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 Super Majority Voting 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) equal to fifty-one percent (51%) of the total vote (the Total Series A Vote and the Voting Rights), and that so long as Series A Super Majority Voting Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Super Majority Voting Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Super Majority Voting Preferred Stock, (ii) effect any reclassification of the Series A Super Majority Voting Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Super Majority Voting Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments). Additionally, subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Super Majority Voting Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Super Majority Voting Preferred Stock, voting together as a class: (a) issue any additional shares of Series A Super Majority Voting Preferred Stock after the original issuance of shares of Series A Super Majority Voting Preferred Stock; (b) increase or decrease the total number of authorized or designated shares of Series A Super Majority Voting Preferred Stock; (c) effect an exchange, reclassification, or cancellation of all or a part of the Series A Super Majority Voting Preferred Stock; (d) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Super Majority Voting Preferred Stock; or (e) alter or change the rights, preferences or privileges of the shares of Series A Super Majority Voting Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in the Series A Designation. On May 13, 2025, Mango & Peaches 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. Cohens employment agreement with the Company, as amended. | 56 | | 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, which provide him the right to approve any merger or consolidation of Mango & Peaches and/or any amendment to the Certificate of Formation of Mango & Peaches. Additionally, Mr. Cohen, pursuant to the terms of his Employment Agreement, as amended, discussed in greater detail under [Item 11. Executive Compensation](#bp_007)Employment and Consulting Agreements Jacob D. Cohen, Chief Executive Officer, has the right to earn up to $10 million bonus (the Mango & Peaches Bonus), which is convertible at his option, at a conversion price of $0.50 per share, into up to 20,000,000 shares of common stock of Mango & Peaches. In the event the full amount of the Mango & Peaches Bonus, vests to Mr. Cohen and he converts such entire Mango & Peaches Bonus into 20,000,000 Mango & Peaches Bonus Shares pursuant to the conversion terms thereof, he will own 81.3% of Mango & Peaches outstanding common stock (not factoring in any other issuances), and 92.8% of Mango & Peaches outstanding voting stock (as a result of the ownership of the Mango & Peaches Series A Shares and not factoring in any future issuances). There is no assurance that any of the milestones will be reached by Mango & Peaches and/or that any portion of the Mango & Peaches Bonus will vest to Mr. Cohen or that any Mango & Peaches Bonus Shares will be issued to Mr. Cohen. As a result, Mr. Cohen controls the Mango & Peaches shareholder vote. Consequently, he has the ability to influence matters affecting Mango & Peaches and therefore exercises control in determining the outcome of all corporate transactions or other matters involving Mango & Peaches, including (i) making amendments to Mango & Peaches certificate of formation; (ii) whether to issue additional shares of common stock and preferred stock of Mango & Peaches, including to himself; (iii) employment decisions, including compensation arrangements; (iv) whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significant corporate transactions, including with himself or other related parties. Additionally, it will be difficult if not impossible for investors to remove Mr. Cohen as a director of Mango & Peaches, which will mean he will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. Because Mr. Cohen significantly influences the vote on all Mango & Peaches shareholder matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. The interests of Mr. Cohen may not coincide with our interests or the interests of other shareholders of the Company or Mango & Peaches. In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our Company or Mango & Peaches; (2) impeding a merger, consolidation, takeover or other business combination involving our Company or Mango & Peaches; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company or Mango & Peaches. **Potential competition from our existing executive officers, after they leave their employment with us, and subject to the non-compete terms of their employment agreements, could negatively impact our profitability.** Although our Chief Executive Officer, Jacob D. Cohen is prohibited from competing with us while he is employed with us and for 12 months thereafter (subject to the terms of, and exceptions set forth in, their employment agreements with the Company), Mr. Cohen will not be prohibited from competing with us after such 12-month period ends and none of our other executive officers are prohibited from competing against us immediately after they leave the Company. Additionally, the Federal Trade Commission has previously proposed a rule that, if it becomes effective, would ban employers from imposing non-competes on their workers, which if effective could prohibit the Company from enforcing, or invalidate, the non-competes in our executives and in certain other employees, employment agreements. Finally, various states have recently enacted rules banning non-competes, including California. Accordingly, any of these individuals could be in a position to use industry experience gained while working with us to compete with us. Such competition could distract or confuse customers, reduce the value of our intellectual property and trade secrets, or reduce our future revenues, earnings or growth prospects. | 57 | | **** **Risks Related to Intellectual Property** **We operate in an industry with the risk of intellectual property litigation. Claims of infringement against us may hurt our business.** We must protect the proprietary nature of the intellectual property used in our business. There can be no assurance that trade secrets and other intellectual property will not be challenged, invalidated, misappropriated or circumvented by third parties. Additionally, our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. Participants that own, or claim to own, intellectual property may aggressively assert their rights. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property rights of others. Future litigation may be necessary to defend us by determining the scope, enforceability, and validity of third-party proprietary rights or to establish its proprietary rights. Our competitors have substantially greater resources and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could: | | | cause delays or stoppages in providing products; | | | | | divert managements attention and resources; | | | | | require technology changes to our products that would cause our Company to incur substantial cost; | | | | | subject us to significant liabilities; and | | | | | require us to cease some or all of our activities. | | In addition to liability for monetary damages, which may be tripled and may include attorneys fees, or, in some circumstances, damages against clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our products unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all. **Risks Related to the Telehealth Operations of Our Contracting Parties** **The telehealth business of our telehealth provider could be adversely affected by ongoing legal challenges or by new state actions restricting the ability to provide telehealth services in certain states.** We use telehealth providers to provide telehealth consultations and related services on our Mangoceuticals platform, which connects users/customers with third-party health care providers and Epiq Scripts, LLC, a related party pharmacy. We have entered into agreements with our Telemedicine Providers, pursuant to which our Telemedicine Providers provide clinical services directly to our customers via telehealth. Through these arrangements, the professionals or professional entities are responsible for the practice of medicine and control of the clinical decision-making. Our ability to conduct business operations in each state is dependent upon the states treatment of medicine under such states laws, and rules and policies governing the practice of physician supervised services, which are subject to changing political, regulatory and other influences. We depend on our contracted parties to maintain appropriate telehealth licenses to be able to provide telehealth services to our potential customers and prescribe them our products, which are required to be prescribed by licensed physicians. In the event we are not able to maintain relationships with telehealth providers, state licensing laws make it harder, more costly or impossible to provide telehealth services, or our customers are otherwise unable to obtain prescriptions for our products, we may be unable to sell products, which could result in us having to curtail our business plan or cease operating. | 58 | | **Our contracting parties telehealth business could be adversely affected by ongoing legal challenges to their business model or by new state actions restricting their ability to provide the full range of services in certain states.** The ability of our contracted parties telehealth operations in each state is dependent upon the states treatment of medicine under such states laws, rules and policies governing the practice of physician supervised services, which are subject to changing political, regulatory and other influences. In the event our contracted parties are unable to provide telehealth services for any reason, it would have a material adverse effect on our ability to sell products and in turn our revenues and operating results. **** **Risks Related to the Companys Planned Solana Treasury Strategy** ** **The Company intends to purchase or otherwise acquire Solana, the price of which has been, and will likely continue to be, highly volatile. The Companys operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.** **** Moving forward, funding permitting, we plan to purchase up to $100 million to purchase or otherwise acquire Solana and for the establishment of cryptocurrency treasury operations. Digital assets generally are highly volatile assets. In addition, digital assets do not pay interest or other returns and so the ability to generate a return on investment from the net proceeds of any capital raises will depend on whether there is appreciation in the value of digital assets following our purchases of digital assets with the net proceeds from such capital raises. Future fluctuations in digital asset trading prices may result in our converting digital assets into cash with a value substantially below what we paid for such digital assets. **Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our planned Solana treasury strategy. Accordingly, it may be difficult to evaluate the Companys business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.** ** Our historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from our planned Solana treasury strategy. The price of digital assets generally has historically been subject to dramatic price fluctuations and is highly volatile. The Companys Solana are initially measured at cost and are subsequently measured at fair value, with changes in fair value recorded in net income in each reporting period. As a result, volatility in our earnings may be significantly more than what we experienced in prior periods. **** **Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.** ** Historically, the digital asset market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our digital assets at favorable prices or at all. As a result, digital asset holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, digital assets we plan to hold with custodians and transact with our trade execution partners will not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital asset holdings, including in particular during times of market instability or when the price of digital assets has declined significantly. If we are unable to sell our digital assets, enter into additional capital raising transactions, including capital raising transactions using Solana as collateral, or otherwise generate funds using our planned Solana holdings, or if we are forced to sell our digital assets at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted. | 59 | | **Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats***.* Although we are not initially planning to lend Solana, from time to time, we may generate income through lending of digital assets, which carries significant risks. The volatility of such digital assets increases the likelihood that borrowers may default due to market downturns, liquidity crises, fraud or other financial distress. These lending transactions may be unsecured, and so may be subordinated to secured debt of the borrower. If a borrower becomes insolvent, we may be unable to recover the loaned Solana, leading to substantial financial losses. Additionally, digital asset lending platforms are vulnerable to operational and cybersecurity risks. Technical failures, software bugs or system outages could disrupt lending activities, delay transactions or result in inaccurate record-keeping. Cybersecurity threats, including hacking, phishing and other malicious attacks, pose further risks, potentially leading to the loss, theft or misappropriation of our loaned Solana. A successful cyberattack or security breach could materially and adversely impact our financial position, reputation and ability to conduct future lending activities. **Our Solana treasury strategy exposes us to various risks associated with Solana.** ** Our Solana treasury strategy exposes us to various risks associated with Solana, including the following: | | (a) | Solana is a highly volatile asset. The trading price of Solana significantly decreased during prior periods, and such declines may occur again in the future. Notwithstanding this volatility, we do not currently intend to hedge our future Solana holdings and have not adopted a hedging strategy with respect to Solana. However, we may from time to time engage in hedging strategies as part of our treasury management operations if deemed appropriate. | | | | | | | | | (b) | Solana does not pay interest or dividends. Solana does not pay interest or other returns and we can only generate cash from our future Solana holdings if we sell our Solana or implement strategies to create income streams or otherwise generate cash by using our future Solana holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our future Solana holdings, and any such strategies may subject us to additional risks. | | *Our future Solana holdings may significantly impact our financial results and the market price of our common stock*. Our future Solana holdings may significantly affect our financial results and if we continue to increase our overall future holdings of Solana in the future, they will have an even greater impact on our financial results and the market price of our common stock. | | (c) | Our Solana treasury strategy has not been tested over an extended period of time or under different market conditions. We only recently adopted our Solana treasury strategy and will need to continually examine the risks and rewards of this new strategy. This new strategy has not been tested over an extended period of time or under different market conditions. For example, although we believe Solana, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of Solana declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our Solana treasury strategy or actions we undertake to implement it. If Solana prices were to decrease or our Solana treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock could be materially adversely affected. | | | 60 | | | | (d) | We are subject to counterparty risks, including in particular risks relating to our custodians. Although we have implemented various measures that are designed to mitigate our counterparty risks, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If custodially-held Solana were nevertheless considered to be the property of our custodians estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such Solana and this may ultimately result in the loss of the value related to some or all of such future Solana we hold. Even if we are able to prevent our Solana from being considered the property of a custodians bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our Solana held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on our financial condition and the market price of our common stock. | | | | | | | | | (e) | The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Solana. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase,Inc. and Binance Holdings Ltd., the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevadas Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group,Inc., and former partner Gemini Trust Company, have highlighted the counterparty risks applicable to owning and transacting in digital assets. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of Solana, limit the availability to us of financing collateralized by Solana, or create or expose additional counterparty risks. | | | | | | | | | (f) | Changes in our ownership of Solana could have accounting, regulatory and other impacts. While we plan to own Solana directly, we may investigate other potential approaches to owning Solana, including indirect ownership (for example, through ownership interests in a fund that owns Solana). If we were to own all or a portion of our future Solana in a different manner, the accounting treatment for our Solana, our ability to use our Solana as collateral for additional borrowings, and the regulatory requirements to which we are subject, may correspondingly change. For example, the volatile nature of Solana may force us to liquidate our future holdings to use it as collateral, which could be negatively effected by any disruptions in the crypto market, and if liquidated, the value of the collateral would not reflect potential gains in market value of Solana, all of which could negatively affect our business and implementation of our Solana strategy. | | | | | | | | | (g) | Changes in the accounting treatment of Solana could have significant accounting impacts, including increasing the volatility of our results. In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-08, which requires us to measure in-scope crypto assets (including future Solana holdings) at fair value in our statement of financial position, and recognize gains and losses from changes in the fair value of future Solana in net income each reporting period. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to any Solana holdings. Due in particular to the volatility in the price of Solana, in the event that we hold material amounts of Solana in the future, we expect ASU 2023-08 to have a material impact on our financial results in future periods, increase the volatility of our financial results, and affect the carrying value of future Solana we may hold on our balance sheet, and could have adverse tax consequences, which in turn could have a material adverse effect on our financial results and the market price of our common stock. | | | 61 | | The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict. **Absent federal regulations, there is a possibility that SOL may be classified as a security. Any classification of SOL as a security would subject us to additional regulation and could materially impact the operation of our business.** **** Neither the SEC nor any other U.S. federal or state regulator has publicly stated whether they agree that SOL is a security. Despite the Executive Order titled Strengthening American Leadership in Digital Financial Technology which includes as an objective, protecting and promoting the ability of individual citizens and private sector entities alike to access and to maintain self-custody of digital assets, SOL has not yet been classified with respect to U.S. federal securities laws. Therefore, while (for the reasons discussed below) we believe that SOL is not a security within the meaning of the U.S. federal securities laws, and registration of the Company under The Investment Company Act of 1940, as amended (the Investment Company Act), is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court may determine otherwise. Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based on such a finding that SOL is a security which would require us to register as an investment company under the Investment Company Act. We also plan to adapt our process for analyzing the U.S. federal securities law status of SOL and other cryptocurrencies over time, as guidance and case law have evolved. As part of such U.S. federal securities law analytical process, we plan to take into account a number of factors, including the various definitions of security under U.S. federal securities laws and federal court decisions interpreting the elements of these definitions, such as the U.S. Supreme Courts decisions in the *Howey* and *Reves* cases, as well as court rulings, reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff providing guidance on when a digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S. federal securities laws. Our position that SOL is not a security is premised, among other reasons, on our conclusion SOL does not meet the elements of the *Howey* test. Among the reasons for our conclusion that SOL is not a security is that holders of SOL do not have a reasonable expectation of profits from efforts in respect of their holding of SOL. Also, SOL ownership does not convey the right to receive any interest, rewards, or other returns. We acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view. The regulatory treatment of SOL is such that it has drawn significant attention from legislative and regulatory bodies. Application of securities laws to the specific facts and circumstances of digital assets is complex and subject to change. Our conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on a finding that SOL, or any other digital asset we might hold is a security. As such, we are at risk of enforcement proceedings against us, which could result in potential injunctions, cease-and-desist orders, fines, and penalties if SOL was determined to be a security by a regulatory body or a court. Such developments could subject us to fines, penalties, and other damages, and adversely affect our business, results of operations, financial condition and prospects. **If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue our business as currently conducted.** **** Under Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an investment company if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) on an unconsolidated basis. Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section 3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an investment company for purposes of the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees securities companies, securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled primarily by such entity. We do not believe that we are an investment company as such term is defined in either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act. | 62 | | Recently, we have begun focusing on pursuing opportunities to expand our portfolio into digital assets and such efforts may result in the value of our future SOL holdings being in excess of 40% of our total assets. Since we believe SOL is not an investment security, we do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act. With respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C). We believe that we are not, and will not be, an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Companys total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and will consist of, and no more than 45% of the Companys net income after taxes (for the last four fiscal quarters combined) is derived from, or will be derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees securities companies, securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled primarily by the Company. SOL and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we have concluded are not securities could be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets ecosystem, regarding the potential application of the Investment Company Act to their businesses. For example, in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made by BlockFi to institutional borrowers. If we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading in securities, with such intent evidenced by the Companys business activities and an appropriate resolution of its board of directors. The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuers total assets on either a consolidated or unconsolidated basis or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuers total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Accordingly, the grace period may not be available at the time that we seek to rely on Rule 3a-2; however, Rule 3a-2 is a safe harbor and we may rely on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time. Furthermore, reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations. If we were to be deemed an investment company in the future, restrictions imposed by the Investment Company Act including limitations on our ability to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management, operations, and transactions with affiliated persons likely would make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business, results of operations, financial condition, and prospects. | 63 | | **Risks Related to Our Governing Documents and Texas Law** **Our Certificate of Formation, Bylaws and Texas law provide for indemnification of officers and directors at our expense and limit the liability of our directors, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers or directors.** Our Certificate of Formation, Bylaws and Texas law provide for us to indemnify and hold harmless, to the fullest extent permitted by applicable law, each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan. Our Certificate of Formation also provides that the personal liability of our directors is eliminated to the fullest extent permitted by the Texas Business Organizations Code, as such may be amended or supplemented. These indemnification obligations and limitations of liability may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers or directors. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares. **We have established preferred stock which can be designated by our Board of Directors without shareholder approval.** We have 10,000,000 shares of preferred stock authorized, of which 6,000 shares have been designated as Series B Convertible Preferred Stock, discussed in greater detail under Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesFunding Arrangements and 6,250,000 shares have been designated as Series C Preferred Stock, discussed in greater detail under Item 1. BusinessMaterial AgreementsPatent Purchase AgreementsIntramont Technologies, which are also discussed in greater detail below under Risks Related to our Preferred Stock. Additional shares of our preferred stock may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by our Board of Directors prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors. Because the Board of Directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of our shareholders, our shareholders will have no control over what designations and preferences our preferred stock will have. The currently outstanding preferred stock or issuance of additional shares of preferred stock or the rights associated therewith, could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any preferred stock which we have or may issue may be exacerbated given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred shareholders with substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even if that change in control might benefit our shareholders. As a result, the issuance of shares of preferred stock may cause the value of our securities to decrease. | 64 | | **Anti-takeover provisions in our Certificate of Formation and our Bylaws, as well as provisions of Texas law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.** Our Certificate of Formation, Bylaws and Texas law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or delay attempts by our shareholders to replace or remove our management. Our corporate governance documents include provisions: | | | requiring advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for nominations of candidates for election to our Board of Directors; | | | | | | | | | | authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock; and | | | | | | | | | | providing indemnification to, our directors and officers. | | The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. **Risks Related to Our Preferred Stock** **** **Our Series B Convertible Preferred Stock and 6% Series C Convertible Cumulative Preferred Stock include a liquidation preference.** Our Series B Preferred Stock includes a liquidation preference of $1,100 per share, which may be increased from time to time pursuant to the terms of such Series B Preferred Stock (currently totaling an aggregate of $55,000 for all 50 outstanding shares of Series B Preferred Stock) which is payable upon liquidation, before any distribution to our common stock shareholders. Our Series C Preferred Stock includes a liquidation preference of $20 per share, which may be increased from time to time pursuant to the terms of such Series C Preferred Stock (currently totaling an aggregate of $19,600,000 for all outstanding shares of Series C Preferred Stock) which is payable upon liquidation, before any distribution to our common stock shareholders, but after distributions to our Series B Preferred Stock holders. As a result, if we were to dissolve, liquidate or sell our assets, the holders of our Series B Preferred Stock would have the right to receive up to the first approximately $55,000in proceeds from any such transaction and holders of our Series C Preferred Stock would have the right to receive up to approximately $19.6 million of the remaining proceeds from any such transaction. The payment of the liquidation preferences could result in common stock shareholders not receiving any consideration if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily. Additionally, the existence of the liquidation preferences may reduce the value of our common stock, make it harder for us to sell shares of common stock in offerings in the future, or prevent or delay a change of control. Because our Board of Directors is entitled to designate the powers and preferences of the preferred stock without a vote of our shareholders, subject to Nasdaq rules and regulations, our shareholders will have no control over what designations and preferences our future preferred stock, if any, will have. **The issuance of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon exercise of the Warrants will cause immediate and substantial dilution to existing shareholders.** 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 equal to the Stated Value of such share of Series B Preferred Stock (initially $1,100 per share), divided by $1.50. | 65 | | Each holder of Series C Preferred Stock may, at its option, convert its shares of Series C Preferred Stock into that number of shares of common stock equal to the Stated Value of such share of Series C Preferred Stock, divided by the conversion price of $150.00 per share (i.e., initially a 2-for-1 conversion ratio), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share. The issuance of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock will result in immediate and substantial dilution to the interests of other stockholders since the holders of the Series B Preferred Stock and Series C Preferred Stock may ultimately receive and sell the full amount of shares issuable in connection with the conversion of such Series B Preferred Stock and Series C Preferred Stock. Although the Series B Preferred Stock, and Series C Preferred Stock may not be converted by the holders thereof if such conversion would cause such holder to own more than 4.99% (4.999% in the case of the Series C Preferred Stock) of our outstanding common stock (which may be increased to 9.999% with at least 61 days prior written notice on a per shareholder basis for holders of our Series C Preferred Stock), these restrictions do not prevent such holders from converting some of their holdings, selling those shares, and then converting the rest of their holdings, while still staying below the 4.99%/9.999% limit. In this way, the holders of the Series B Preferred Stock and Series C Preferred Stock could sell more than these limits while never actually holding more shares than the limits allow. If the holders of the Series B Preferred Stock or Series C Preferred Stock choose to do this, it will cause substantial dilution to the then holders of our common stock. The availability of shares of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock upon the conversion of our Series B Preferred Stock and Series C Preferred Stock and/or upon exercise of warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock upon the conversion of our Series B Preferred Stock and Series C Preferred Stock and upon exercise of warrants, or the perception that such sales could occur, may cause the market price of our common stock to decline. In addition, the common stock issuable upon the conversion of our Series B Preferred Stock and Series C Preferred Stock and upon exercise of warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a companys stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of the Series B Preferred Stock and Series C Preferred Stock and warrants, then the value of our common stock will likely decrease. We have filed a registration statement to permit the public resale of certain of the shares of common stock that may be issued upon the conversion of the Series B Preferred Stock and Series C Preferred Stock and the exercise of certain of our warrants. The influx of those shares into the public market could potentially have a negative effect on the trading price of our common stock. **Our outstanding Series C Preferred Stock accrues a dividend.** From and after the issuance date of the Series C Preferred Stock, each share of Series C Preferred Stock is entitled to receive, when, as and if authorized and declared by the Board of Directors of the Company, out of any funds legally available therefor, cumulative dividends in an amount equal to (i) the 6% per annum on the stated value (initially $20 per share) as of the record date for such dividend (as described in the Series C 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 C Preferred Stock could be converted on the applicable record date for such dividend or distribution. | 66 | | Accrued dividends may be settled in cash, subject to applicable law, shares of common stock (valued at the closing price on the date the dividend is due) or in-kind, by increasing the stated value by the amount of the quarterly dividend. In the event dividends are paid in common stock of the Company, the number of shares payable will be calculated by dividing the accrued dividend by the closing sales price of the Companys common stock. If the Company is prohibited from paying, or chooses not to pay the dividend in cash or common stock, the Company may pay the dividend by increasing the Stated Value of the preferred stock. We may choose not to pay such dividends in cash, may not have sufficient available cash to pay the dividends as they accrue or may be prohibited contractually, or pursuant to applicable law, from paying such dividends in cash. The payment of the dividends could reduce our available cash on hand, have a material adverse effect on our results of operations and cause the value of our stock to decline in value. Additionally, the issuance of shares of common stock or an increase in the Stated Value of our Series C Preferred Stock in lieu of cash dividends (and the subsequent conversion of such Series C Preferred Stock into common stock pursuant to the terms of such Series C Preferred Stock) could cause substantial dilution to the then holders of our common stock. **Risks Related to Our Common Stock** **Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.** Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock or where shares are to be issued to our officers, directors and applicable consultants. Our Board of Directors has authority, without action or vote of the stockholders, but subject to Nasdaq rules and regulations (which generally require stockholder approval for any transactions which would result in the issuance of more than 20% of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock), to issue all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders, which may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing managements ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management. **Our common stock prices have been, and may continue to be, volatile and could decline substantially following the date of this Report.** The market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock. Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include: | | | actual or anticipated variations in our quarterly operating results; | | | | | | | | | | changes in market valuations of similar companies; | | | | | | | | | | adverse market reaction to the level of our indebtedness; | | | 67 | | | | | additions or departures of key personnel; | | | | | | | | | | actions by shareholders; | | | | | | | | | | speculation in the press or investment community; | | | | | | | | | | general market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets; | | | | | | | | | | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations, or capital commitments; | | | | | | | | | | general economic and market conditions; | | | | | | | | | | disputes or other developments related to our intellectual property or other proprietary rights, including litigation; | | | | | | | | | | our operating performance and the performance of other similar companies; | | | | | | | | | | changes in accounting principles; and | | | | | | | | | | passage of legislation or other regulatory developments that adversely affect us or our industry. | | **If our stock price fluctuates you could lose a significant part of your investment.** The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this Report, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us For example, since our common stock began trading on the Nasdaq Capital Market in connection with our IPO on March 20, 2023, the trading price of our common stock has traded as high as $65.55 and as low as [$0.3401] per share. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our managements attention from other business concerns, which could seriously harm our business. **We are not currently in compliance with Nasdaqs continued listing requirements and there is no guarantee that our common stock will continue to trade on the Nasdaq Capital Market.** Our common stock is currently listed on Nasdaq under the symbol MGRX. There is no guarantee that we will be able to maintain our listing on Nasdaq for any period of time. Among the conditions required for continued listing on Nasdaq, Nasdaq requires us to maintain at least $2.5 million in stockholders equity, $35 million in market value of listed securities, or $500,000 in net income over the prior two years or two of the prior three years, to have a majority of independent directors (subject to certain controlled company exemptions), to comply with certain audit committee requirements, and to maintain a stock price over $1.00 per share. On February 4, 2026, the Company received written notice (the Notification Letter) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (the Minimum Bid Price Requirement). The Notification Letter did not impact the Companys listing of its common stock on the Nasdaq Capital Market at that time. The Notification Letter stated that the Company had 180 calendar days or until August 3, 2026. To regain compliance, the bid price of the Companys common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. | 68 | | Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides that if a listed companys security fails to meet the Minimum Bid Price Requirement and (a) the Company has effected a reverse stock split over the prior one-year period; or (b) has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company is not eligible for a compliance period to address the Minimum Bid Price Requirement and will be automatically suspended from Nasdaq, subject to rights to appeal the delisting to a hearings panel. This restriction applies even if the listed company was in compliance with the Minimum Bid Price Requirement at the time of its prior reverse stock split. As a result of the above, if a listed company effects a reverse stock split but its security subsequently falls out of compliance with the Minimum Bid Price Requirement within a one-year period or has affected reverse stock splits with a cumulative ratio of 1-to-250 or more over the prior two year period, it will be issued a delisting determination rather than being granted a compliance period. As discussed above under [Reverse Stock Split](#G_002), effective on October 8, 2024 at 12:01 a.m. Eastern Time, we affected a 1-for 15 reverse stock split of our then outstanding common stock (the October 2024 Reverse Stock Split), to cure our non-compliance with the Minimum Bid Price Requirement. As a result, if we fail to meet the Minimum Bid Price Requirement more than one year, but before two years after the effective date of the October 2024 Reverse Stock Split (i.e., before October 8, 2026), and the cumulative ratio of the October 2024 Reverse Stock Split and any future reverse stock split is greater than 1-to-250, Nasdaq will issue a delisting notification and our common stock will be automatically suspended from trading on Nasdaq, subject to our right to appeal the delisting determination to a hearings panel, provided that our common stock will trade in the over-the-counter (OTC) market while the appeal is pending. Separately, prior to October 8, 2026, we will be limited to a reverse stock split ratio of no more than 1-for-16 2/3rds (which together with the October 2024 Reverse Stock Split ratio of 1-for-15, would not exceed 1-for-250, which may limit our ability to remedy our failure to regain compliance with the Minimum Bid Price Requirement as discussed above. Separately, Nasdaq Listing Rule 5810(c)(3)(A) provides that if a listed company takes a corporate action, such as a reverse stock split, to regain compliance with the Minimum Bid Price Requirement, and that action results in the listed company falling below the threshold for another Nasdaq listing requirement (e.g., the Nasdaq Capital Market continued listing requirement that a listed company have at least 500,000 publicly held shares), the listed company will not be granted a compliance period for the new deficiency. In that case, the listed company must cure both deficiencies within the compliance period(s) applicable to the Minimum Bid Price Requirement deficiency. Finally, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if our common stock has a closing bid price of $0.10 or less for 10 consecutive business days during any compliance period imposed as a result of noncompliance with the Minimum Bid Price Requirement, Nasdaq will issue a delisting determination; however, unlike the process as discussed above for the determination of excessive reverse stock splits, suspension of trading of our common stock will generally be stayed while any appeal is pending. As discussed above, we are not currently in compliance with the Minimum Bid Price Requirement and our stockholders equity has in the past not been above Nasdaqs $2.5 million minimum, we may not generate over $500,000 of yearly net income moving forward, we may not maintain $35 million in market value of listed securities, we may not be able to maintain independent directors (to the extent required), and as discussed above, we have in the past not maintained a stock price over $1.00 per share. Nasdaqs determination that we fail to meet the continued listing standards of Nasdaq or our failure to comply with the Minimum Bid Price Requirement in the future may result in our securities being delisted from Nasdaq. | 69 | | The absence of such a listing on Nasdaq may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market or the OTCID Market, where an investor may find it more difficult to sell our securities or obtain accurate quotations as to the market value of our securities. In the event our common stock is delisted from Nasdaq in the future, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the counter quotation system. A delisting of our common stock from the Nasdaq could adversely affect our business, financial condition and results of operations and our ability to attract new investors, reduce the price at which our common stock trades, decrease, investors ability to make transactions in our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent in trading such shares, and reduce our flexibility to raise additional capital without overall negative effects for our stockholders. **If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.** **** The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or more of the analysts who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may also impair our ability to expand our business with existing customers and attract new customers. **Certain of our outstanding warrants include anti-dilution and reset rights.** We currently have outstanding warrants to purchase 2,928,401 shares of common stock with a weighted average exercise price of $1.98 per share. The exercise price of a total of 544,857 of those warrants, with an exercise price of $1.50 per share have anti-dilutive rights, such that 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. 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. Anti-dilutive rights of the warrants may cause the exercise price of the warrants to decrease significantly, may result in significant dilution to existing stockholders, and may prevent us from completing otherwise accretive transactions. | 70 | | **The sale of shares of common stock under an Equity Purchase Agreement may cause significant dilution to existing shareholders.** The issuance of shares of common stock pursuant to the terms of an April 5, 2024, Equity Purchase Agreement (the ELOC), discussed in greater below under Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesFunding Arrangements, will have a dilutive effect on the Companys existing stockholders, including, over time, the voting power of the existing stockholders. The issuance of shares of common stock pursuant to the terms of the ELOC (pursuant to which we are able to sell up to $25 million shares of common stock, subject to certain requirements, of which $1,787,580 of gross proceeds or 666,667 total shares of common stock have been sold to date) will also dilute the ownership interests of our existing stockholders. The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock pursuant to the terms of the ELOC, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock pursuant to the terms of the ELOC, or the perception that such sales could occur, may cause the market price of our common stock to decline. In addition, the common stock issuable pursuant to the terms of the ELOC may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a companys stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by the Purchaser, then the value of our common stock will likely decrease. We have filed a registration statement to permit the public resale of the shares of common stock issuable pursuant to the terms of the ELOC. The influx of those shares into the public market could potentially have a negative effect on the trading price of our common stock. The shares of common stock to be sold pursuant to the terms of the ELOC are to be sold based on a discount to fluctuating market prices and as a result, we are unable to accurately forecast or predict with certainty the total amount of shares of Company common stock that may be issued to the Purchaser under the ELOC; however, we expect such sales, if any to cause significant dilution to existing shareholders. **** **Future sales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of our common stock to decline and could result in dilution of your shares.** Our Board of Directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capital through the creation and issuance of additional preferred stock, other debt securities convertible into common stock, options, warrants and other rights, on terms and for consideration as our Board of Directors in its sole discretion may determine. Sales of substantial amounts of our common stock or of preferred stock could cause the market price of our common stock to decrease significantly. We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock. Sales of substantial amounts of our common stock by large shareholders, or the perception that such sales could occur, may adversely affect the market price of our common stock. **We have no intention of declaring dividends on our common stock in the foreseeable future.** The decision to pay cash dividends on our common stock rests with our Board of Directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends on our common stock in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our common stock to earn a return on their investment. | 71 | | **The issuance and sale of common stock upon exercise of outstanding warrants may cause substantial dilution to existing shareholders and may also depress the market price of our common stock. Outstanding warrants to purchase shares of our common stock have cashless exercise rights.** As of the date of this Report, we had a total of 2,928,401 warrants outstanding with a weighted average exercise price of $1.98 per share and term ranging from August 16, 2027 through May 26, 2030. If the holders of the warrants choose to exercise the warrants, it may cause significant dilution to the then holders of our common stock. If exercises of the warrants and sales of such shares issuable upon exercise thereof take place, the price of our common stock may decline. In addition, the common stock issuable upon exercise of the warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a companys stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by the warrant holders, then the value of our common stock will likely decrease. **General Risk Factors** **Economic uncertainty may affect our access to capital and/or increase the costs of such capital.** Global economic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions, fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing of government stimulus programs, levels of unemployment, changes in inflation and key rates, tax rates, and the war between Ukraine and Russia which began in February 2022, and has continued through the date of this Report. These conditions remain unpredictable and create uncertainties about our ability to raise capital in the future. In the event required capital becomes unavailable in the future, or more costly, it could have a material adverse effect on our business, future results of operations, and financial condition. **Our business may be materially and adversely disrupted by epidemics or pandemics in the future.** An epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or along with any associated economic and/or social instability or distress, have a material adverse impact on our financial statements. **** **Our business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism.** Our systems are vulnerable to damage or interruption from the occurrence of any catastrophic event, including earthquake, fire, flood, or other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack, or incident of mass violence, which could result in lengthy interruptions in access to our systems. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to provide products to customers would be impaired or we could lose critical data. We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, financial condition and results of operations that may result from interruptions in access to our platform as a result of system failures. **** **We face risks in connection with the governmental shutdowns.** The Companys operations, clinical trials, and commercialization efforts are subject to extensive regulation by U.S. federal and state agencies, including the FDA. Any 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. | 72 | | 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. 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, 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 Companys financial condition, liquidity, and ability to execute its business strategy. **Economic uncertainty may affect consumer purchases of discretionary items, which may affect demand for our products.** Our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing of government stimulus programs, levels of unemployment, inflation, and tax rates. As U.S. economic conditions continue to be volatile or economic uncertainty remains, and with increasing inflation and interest rates, trends in consumer discretionary spending also remain unpredictable and subject to reductions as a result of significant increases in employment, financial market instability, and uncertainties about the future. Unfavorable economic conditions have led, and in the future may lead, consumers to reduce their spending on mens wellness products, which in turn has in the past led to a decrease in the demand for such products. Consumer demand for the Companys products may decline as a result of an economic downturn, or economic uncertainty. The sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on the Companys business, results of operations, and financial condition. **Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth.** Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect our operations, expenses, access to capital and the market for our products. In addition, consumer confidence and spending could be adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs and other economic factors. | 73 | | In addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our expected funding sources, suppliers and partners. Potential effects include financial instability; inability to obtain credit to finance operations and purchases of our products; and insolvency. A downturn in the economic environment could also lead to limitations on our ability to issue new debt; reduced liquidity; and declines in the fair value of our financial instruments. These and other economic factors could materially adversely affect our business, results of operations, financial condition and growth. **We may become party to litigation, mediation and/or arbitration from time to time given our product focus.** We may become party to regulatory proceedings, litigation, mediation and/or arbitration from time to time in the ordinary course of business which could adversely affect our business. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming, divert managements attention and resources and cause us to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While we expect to have insurance in the future that may cover the costs and awards of certain types of litigation, the amount of our future insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation may adversely impact our business, operating results or financial condition. **Higher labor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operating results.** Various federal and state labor laws govern our relationships with our employees and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. As certain of our employees are paid at rates set at, or above but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs. Significant additional government regulations could materially adversely affect our business, financial condition and operating results. **Failure to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.** For the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations through increased marketing. Our ability to rapidly expand our operations will depend upon many factors, including our ability to work in a regulated environment, establish and maintain strategic relationships with suppliers, and obtain adequate capital resources on acceptable terms. Any restrictions on our ability to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly, we may be unable to achieve our targets for sales growth, and our operations may not be successful or achieve anticipated operating results. Additionally, our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things: | | | implement additional management information systems; | | | | | | | | | | further develop our operating, administrative, legal, financial, and accounting systems and controls; | | | | | | | | | | hire additional personnel; | | | | | | | | | | develop additional levels of management within our company; | | | 74 | | | | | locate additional office space; and | | | | | | | | | | maintain close coordination among our operations, legal, finance, sales and marketing, and client service and support personnel. | | As a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements could impair our ability to deliver services in a timely fashion or attract and retain new customers. **If we make any acquisitions, they may disrupt or have a negative impact on our business.** If we make acquisitions in the future, we could have difficulty integrating the acquired companys assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following: | | | the difficulty of integrating acquired products, services or operations; | | | | | | | | | | the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies; | | | | | | | | | | difficulties in maintaining uniform standards, controls, procedures and policies; | | | | | | | | | | the potential impairment of relationships with employees and customers as a result of any integration of new management personnel; | | | | | | | | | | the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers; | | | | | | | | | | the effect of any government regulations which relate to the business acquired; | | | | | | | | | | potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and | | | | | | | | | | potential expenses under the labor, environmental and other laws of various jurisdictions. | | Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations. **Claims, litigation, government investigations, and other proceedings may adversely affect our business and results of operations.** We may be subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings relating to products offered by us and by third parties, and other matters. Any of these types of proceedings, may have an adverse effect on us because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves and possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, including as a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products or services, require us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations. | 75 | | **** **We may incur indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact our operations and our costs.** We may incur significant amounts of indebtedness in the future. Our level of indebtedness could affect our operations in several ways, including the following: | | | a significant portion of our cash flows is required to be used to service our indebtedness; | | | | | | | | | | a high level of debt increases our vulnerability to general adverse economic and industry conditions; | | | | | | | | | | covenants contained in the agreements governing our outstanding indebtedness limit our ability to borrow additional funds and provide additional security interests, dispose of assets, pay dividends and make certain investments; | | | | | | | | | | a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and | | | | | | | | | | debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry. | | A high level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficient cash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sell significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations. **Market and economic conditions may negatively impact our business, financial condition and share price.** **** Concerns over medical epidemics, energy costs, geopolitical issues, the U.S. mortgage market and a deteriorating real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans. | 76 | | **Future sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall. In addition, the perception that sales of our common stock could occur, could cause our stock price to fall.** **** We expect that significant additional capital will be needed to continue our planned operations, including increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders. Furthermore, sales of a substantial number of our shares of common stock in the public markets or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. **The number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our common stock.** **** We cannot predict whether future issuances or sales of our common stock or the availability of shares for resale in the open market will decrease the per share trading price of our common stock. The issuance of a substantial number of shares of our common stock in the public market or the perception that such issuances might occur, could adversely affect the per share trading price of our common stock. **We are an emerging growth company and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.** **** We are an emerging growth company, as defined in the JOBS Act and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an emerging growth company we intend 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. 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 cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering (i.e., December 31, 2028); (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. **Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.** **** As a publicly-traded company we incur significant additional legal, accounting and other expenses. The obligations of being a public company in the U.S. require significant expenditures and place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of The Nasdaq Capital Market. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an emerging growth company or a smaller reporting company. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems. | 77 | | *For all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.* Item 1B. Unresolved Staff Comments. None. Item1C. Cybersecurity. **** The Company understands the importance of preventing, assessing, identifying, and managing material risks associated with cybersecurity threats. Cybersecurity processes to assess, identify and manage risks from cybersecurity threats have been incorporated as a part of the Companys overall risk assessment process. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. We haveprocesses in placeto identify, assess and monitor material risks from cybersecurity threats, including the material risks of the Company. These processes are part of our overall enterprise risk management process and have been embedded in our operating procedures, internal controls and information systems. On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach includingthird partyassessments, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things, have retained an outsourced software firm that has provided. The Companys technology platform and application is hosted on Amazon Web Services (AWS) with a Virtual Desktop Infrastructure (VDI) and operates on Linux. The application architecture is designed with security as a priority, leveraging AWSs robust infrastructure. We utilize an Amazon Relational Database Service (AWS RDS) for data storage, which resides within a private network to safeguard sensitive information. Only the front-end interface is exposed to the internet, while the rest of the application stack remains shielded behind AWSs firewall. We believe that this setup effectively blocks unauthorized external access, ensuring that only legitimate user requests reach our application. To further enhance security and prevent data breaches, our platform mandates the use of a .pem file for any connection to services within the platform, adding an extra layer of authentication. All client-server communications are encrypted using SSL (Secure Socket Layer), which ensures that all data transmitted over the internet is secure and protected from interception. Additionally, we employ AWS Shield for defense against Distributed Denial of Service (DDoS) attacks, which are increasingly common threats to online platforms. This comprehensive approach to security ensures that our platform remains resilient against attacks, protecting both our infrastructure and our users sensitive information. Moreover, the communication between the front-end and backend components of our platform is secured with security tokens, which prevent unauthorized access and ensure that only authenticated requests are processed. Personal information required for integrations with external systems is encrypted using hash algorithms, further securing data at rest and in transit. These security practices highlight our commitment to maintaining the confidentiality, integrity, and availability of user data. Our adherence to best security practices and utilization of AWSs advanced security features showcase our platform as a secure and reliable solution for customers seeking privacy and protection while purchasing sensitive health-related products. | 78 | | Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact. We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading *Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or customers, or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation* included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K. Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. Our Director of E-Commerce areresponsiblefor the oversight of risks from cybersecurity threats.The Board receives information and updates periodically with respect to the effectiveness of our cybersecurity and information security framework, data privacy and risk management. The Board will also be provided updates on any material incidents relating to information systems security and cybersecurity incidents. As of and for the year ended December 31, 2025, there have beennocybersecurity incidents that have materially affected the Companys business strategy, results of operations, or financial condition. Item 2. Properties. 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, Suite 245, Dallas, Texas 75248 (the Premises). The Lease also includes the non-exclusive right, in common with the 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 agreed to prepay the first full months 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 the Landlord to any bona fide third-party purchaser during the term. The Lease includes customary representations of the Company and the Landlord. We believe our facilities are sufficient to meet our current needs and that suitable space will be available as and when needed. We do not own any real property. Item 3. Legal Proceedings. For a description of our material pending legal proceedings, see Note 11, Commitments and Contingencies, to the consolidated financial statements included in [Item 8. Financial Statements and Supplemental Data](#vvf_011) of this Report. The impact and outcome of litigation 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. The claims and others, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources. We may become involved in additional material legal proceedings in the future. Item 4. Mine Safety Disclosures. Not applicable. | 79 | | **** PART II Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. **Market Information** Our common stock is presently traded on The Nasdaq Capital Market under the symbol MGRX. As of the date of this filing, we have 16,967,420 shares of common stock issued and outstanding. **Holders** According to the records of our transfer agent, as of the date of this Report, there were approximately 40 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees, or other fiduciaries. **Dividends** We have never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our business. Consequently, we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the future will depend upon our results of operations, as well as our short-term and long-term cash availability, working capital, working capital needs, and other factors as determined by our Board of Directors. Currently, except as may be provided by applicable laws, there are no contractual or other restrictions on our ability to pay dividends if we were to decide to declare and pay them. **Recent sales of unregistered securities** There have been no sales of unregistered securities during the quarter ended December 31, 2025. From January 1, 2026 to the filing date of this Report, there have been 40,000 shares of common stock that have not previously been disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q. **Purchases of Equity Securities by the Issuer and Affiliated Purchasers** None. Item 6. [Reserved] **** Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. **Forward-looking statements** The following discussion of the Companys historical performance and financial condition should be read together with the consolidated financial statements and related notes in [Item 8. Financial Statements and Supplemental Data](#vvf_011) of this Report. 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](#G_006) of this Report for the discussion of risk factors and see [Cautionary Statement Regarding Forward-Looking Statements](#G_001) for information on the forward-looking statements included below. | 80 | | The following discussion is based upon our consolidated financial statements included elsewhere 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 Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows: | | Key Performance Indicators.Indicators describing our performance for the periods presented. | | | | | | | | 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 years ended December 31, 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. | | See also [Glossary of Industry Terms](#G_003) above for information on certain of the terms used below. **** **Plan of Operations** We had working capital of $0.6 million as of December 31, 2025, and a working capital deficit of $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 mens 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. | 81 | | 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. *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 Companys current business. This initiative is being be undertaken in parallel with the Companys 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. **Comparison of the Year ended December 31, 2025 and 2024** We had revenues of $456,021 for the year ended December 31, 2025, compared to revenues of $615,873 for the year ended December 31, 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 $54,422 and $93,296 for the year ended December 31, 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 $151,213 and $142,613 for the year ended December 31, 2025 and 2024, respectively, which increase in the current year was due to increases in cost of goods from our related party pharmacy. During the year ended December 31, 2025, travel expenses were not separately disclosed for the twelve-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities. General and administrative expenses were $3,756,373 and $3,000,571 for the year ended December 31, 2025 and 2024, respectively, which increase was mainly due to consulting and accounting offset by reductions in software, legal and travel. Salaries and benefits were $1,348,051 and $1,063,781 for the year ended December 31, 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 $822,860 and $1,478,663 for the year ended December 31, 2025 and 2024, respectively. The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch. Investor relations expenses were $1,561,206 and $453,749 for the year ended December 31, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period. | 82 | | Stock-based compensation totaled $10,794,245 and $2,355,193 (inclusive of stock issued for services and issuances of options and warrants) for the year ended December 31, 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 $103,513 and $13,700 of interest expense for the year ended December 31, 2025 and 2024, respectively, which increase was due to accrued interest on notes payable. We had $1,723,191 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the year ended December 31, 2025, compared to $721,533 for the year ended December 31, 2024. We had a $125,625 loss from settlement in the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024, which loss from settlement was due to legal settlements reached (as further described under Part I Item 1. Financial Statements in the Notes to Consolidated Financial Statements in Note 11 Commitments and Contingences, under the heading Legal Matters). We had a net loss of $20,643,455 for the year ended December 31, 2025, compared to a net loss of $8,707,226 for the year ended December 31, 2024, an increase in net loss of $11,823,899 due to a decrease in revenue and increase in our general and administrative expenses as discussed above. Additionally, we had significant increases in stock-based compensation and investor relations. **Liquidity and Capital Resources** As of December 31, 2025, we had $1,486,338 of cash on-hand, compared to $58,653 of cash on-hand of December 31, 2024. We also had $7,021 of prepaid expenses, representing payroll taxes, and $33,899 of deposits, representing an amount for the deposit on our leases, as well as $1,794 of property and equipment, net, consisting of computers, $307,861 of right of use-asset in connection with our lease, and $14,232,484 of patents and license agreements, net of amortization and impairment, which license agreement we acquired pursuant to certain Patent Purchase and Master License Agreement, after accounting for an impairment on the license agreement for of $1,239,942. 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 December 31, 2025, the Company had total current liabilities of $890,568, consisting of $416,682 of accounts payable and accrued liabilities, $9,421 of payroll tax liabilities, relating to payroll taxes that are due after December 31, 2025, $307,861 of right-of-use liability, operating lease, and $156,642 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property. As of December 31, 2025, we had $16,089,573 in total assets, $890,568 in total liabilities, working capital of $0.7 million and a total accumulated deficit of $39.4 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 consolidated financial statements as of December 31, 2025. As of December 31, 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. Additionally, we may receive funding upon the exercise of outstanding warrants from time to time, which exercises may cause dilution to existing shareholders. | 83 | | 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** | | | Year ended December 31, 2025 | | | Year ended December 31, 2024 | | | | Cash (used in)provided by: | | | | | | | | | | | Operating activities | | $ | (5,850,255 | ) | | $ | (4,863,776 | ) | | | Investing activities | | | | | | | 65,000 | | | | Financing activities | | | 7,270,855 | | | | 4,128,268 | | | | Net increase (decrease) in cash equivalents | | $ | 1,420,600 | | | $ | (670,508 | ) | | Net cash used in operating activities was $5,850,255 for the year ended December 31, 2025, which was mainly due to $20,643,455 of net loss, offset by $10,716,692 of common stock issued for services, $1,168,280 of options vested for stock-based compensation, $600,552 of amortization of licensing agreement, $1,122,639 of amortization of intangible assets and impairment of license agreement of $1,239,942. Net cash used in operating activities was $4,863,776 for the year ended December 31, 2024, which was mainly due to $8,707,226 of net loss, offset by $2,106,265 of common stock issued for services, and $696,736 of accounts payable and accrued liabilities related parties. There was no net cash used in investing activities for the year ended December 31, 2025. For the year ended December 31, 2024, net cash provided by investing activities of $65,000 was solely due to the sale of assets. Net cash provided by financing activities was $7,270,855 for the year ended December 31, 2025, which was mainly due to $4,625,355 of proceeds from sales of common stock, $927,000 of proceeds from exercise of warrants, $1,150,000 of proceeds from collection of subscriptions receivable, $100,000 from the sale of Series B Convertible preferred stock for cash, $175,000 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 $4,128,268 for the year ended December 31, 2024, was due to $2,650,000 of proceeds from the sale of Series B Convertible Preferred Stock, $1,328,268 of proceeds from the sale of common stock and $150,000 from proceeds from borrowings on notes payable. | 84 | | **Related Party Loans and Advances** During the year ended December 31, 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 December 31, 2025 was $0. On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Companys 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 holders 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 Notes 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. 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 therewithwhich conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement. | 85 | | The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights. On December 4, 2025, the Company borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Companys Chief Executive Officer and Chairman, Jacob D. Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $75,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) December 4, 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 Promissory 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 Promissory 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 holders expected return over the full term of the Promissory Note. The Promissory 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 Promissory Note as any fundraising transaction completed after the Promissory Notes effective date, other than a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital. In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Promissory 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 Promissory Note automatically increases to an amount equal to the then outstanding balance of the Promissory Note, plus the Make Whole Amount. **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. | 86 | | On January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the 1stAmendment) 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. Pursuant to the 1st 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 Companys 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 Companys 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 Companys 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 Companys 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. | 87 | | 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 Companys 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. | 88 | | 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 Companys common stock); and exclude the Companys 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 Companys 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 Companys 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 Companys 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%. | | | 89 | | | | | 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. | | **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 Companys 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 Purchasers 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 Purchasers 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 December 31, 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. | 90 | | 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 Companys 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 Companys 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 Companys 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 Companys 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. | 91 | | 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 Companys 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. **April 2025 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 18thmonth 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 Purchasers 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. **December 2025 Securities Purchase Agreement** On December 18, 2025, the Company entered into a securities purchase agreement (the December 2025 SPA) with an institutional investor (the December 2025 Investor), pursuant to which the Company agreed to issue and sell to such investor (a) in a registered direct offering, (A) 1,430,502 shares of common stock of the Company, at an offering price of $1.295 per share, and (B) 500,000 pre-funded warrants (the Pre-Funded Warrants) in lieu of shares of common stock, at an offering price of $1.29499 per Pre-Funded Warrant (such registered direct offering, the December 2025 Offering), and (b) in a concurrent private placement, common stock purchase warrants (the Private Placement Warrants), exercisable for an aggregate of up to 1,930,502 shares of common stock, at an exercise price of $1.4245 per warrant share for aggregate gross proceeds of approximately $2.5 million. The Pre-Funded Warrants were immediately exercisable and may be exercised at an exercise price of $0.00001 per warrant share at any time until all of the Pre-Funded Warrants are exercised in full. | 92 | | The Private Placement Warrants are exercisable upon issuance and expire on the fifth anniversary of the issuance date of the Private Placement Warrants. Once issued, the Private Placement Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the Private Placement Warrants. The Private Placement Warrants and the Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Companys outstanding common stock. In connection with the December 2025 Offering, the Company also entered into a placement agency agreement (the Placement Agency Agreement) with Aegis Capital Corp. (the Placement Agent), pursuant to which the Company paid the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the December 2025 Offering and reimbursed the Placement Agent for certain expenses and legal fees. On December 18, 2025, the Company and the December 2025 Investor entered into a registration rights agreement (the Registration Rights Agreement), pursuant to which the Company agreed to file a registration statement (the Resale Registration Statement), providing for the resale of the shares of common stock issued and issuable upon exercise of the Private Placement Warrants within 30 days of the closing of the December 2025 Offering, to have such registration statement declared effective within 15 days of the filing date (or 45 days, if the Securities and Exchange Commission conducts a full review), and to maintain the effectiveness of such registration statement. The common stock shares and the Pre-Funded Warrants were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-288039) that was declared effective by the Commission on June 24, 2025. The Resale Registration Statement was timely filed and was timely declared effective on January 28, 2025. The Company received gross proceeds of approximately $2.5 million from the December 2025 Offering, before deducting December 2025 Offering expenses payable by the Company, including the Placement Agents commissions and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. **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. 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. **Critical Accounting Policies and Estimates** The preparation of the Companys 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. | 93 | | 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 consolidated 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 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 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. **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. | 94 | | The Company accounts for its currently issued warrants in conjunction with the Companys ordinary shares in permanent equity. These warrants are indexed to the Companys 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 professionals 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 Companys 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 segments 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 segments 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 consolidated financial statements for the year ended December 31, 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 entitys 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. **Item 7A. 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 required under this item. **** | 95 | | **Item 8. Financial Statements and Supplementary Data.** **MANGOCEUTICALS, INC.** **TABLE OF CONTENTS TO FINANCIAL STATEMENTS** | | Page | | | Index to Financial Statements | | | | Report of Independent Registered Public Accounting Firm (ID #76) | F-1 | | | Consolidated Balance Sheets | F-2 | | | Consolidated Statements of Operations and Comprehensive Loss | F-3 | | | Consolidated Statements of Changes in Shareholders Equity | F-5 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to Consolidated Financial Statements | F-7 | | | 96 | | * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholders of Mangoceuticals, Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Mangoceuticals, Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, changes in stockholders equity (deficit), and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for the years then ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** **** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has suffered significant losses from operations, has an accumulated deficit and negative cash flows from operations, and requires additional capital to fund its operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Turner, Stone & Company, L.L.P.* ** Turner, Stone & Company, L.L.P. We have served as the Companys auditor since 2023. Dallas, Texas March 31, 2026 | Turner, Stone & Company, L.L.P. | | | | Accountants and Consultants 12700 Park Central Drive, Suite 1400 Dallas, Texas 75251 Telephone: 972-239-1660 Facsimile: 972-239-1665 Toll Free: 877-853-4195 | | | | Web site: turnerstone.com | INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDIT | | | F-1 | | | | | **Mangoceuticals, Inc. and Subsidiaries** **Consolidated Balance Sheets** **(Audited)** | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | Cash and cash equivalents | | $ | 1,486,338 | | | $ | 58,653 | | | | Prepaid expenses | | | 7,021 | | | | - | | | | Prepaid expenses - related party | | | 120 | | | | - | | | | Prepaid expenses | | | 120 | | | | - | | | | Deposits | | | 33,899 | | | | 16,942 | | | | Due from related party | | | 20,056 | | | | - | | | | TOTAL CURRENT ASSETS | | | 1,547,434 | | | | 75,595 | | | | | | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | | | | | Property and equipment, net of accumulated depreciation of $1,012 and $2,256 | | | 1,794 | | | | 2,806 | | | | Right of use - asset | | | 307,861 | | | | 59,493 | | | | Intangible assets - acquired patents and license, net of amortization and impairment | | | 14,232,484 | | | | 15,232,617 | | | | TOTAL NON-CURRENT ASSETS | | | 14,542,139 | | | | 15,294,916 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 16,089,573 | | | $ | 15,370,511 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | Accounts payable and accrued liabilities | | | 416,682 | | | | 837,501 | | | | Payroll tax liabilities | | | 9,421 | | | | - | | | | Notes payable | | | - | | | | 150,000 | | | | Right-of-use liability - operating lease | | | 307,823 | | | | 64,962 | | | | Other liabilities - patent purchase payable | | | 156,642 | | | | 373,000 | | | | Other liabilities | | | - | | | | - | | | | TOTAL CURRENT LIABILITIES | | | 890,568 | | | | 1,425,463 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | | 890,568 | | | | 1,425,463 | | | | | | | | | | | | | | | COMMITMENTS AND CONTINGENCIES (SEE NOTE 11) | | | | | | | | | | | | | | | | | | | | | | STOCKHOLDERS EQUITY | | | | | | | | | | | Series B Convertible Preferred stock, (par value $0.0001), 6,000 shares authorized, 50 and 2,770 shares were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | | | - | | | | - | | | | Series C Convertible Preferred stock, (par value $0.0001), 6,250,000 shares authorized, 980,000 and 980,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | | | 98 | | | | 98 | | | | Preferred stock, value | | | 98 | | | | 98 | | | | Common stock (par value $0.0001), 200,000,000 shares authorized, of which 15,888,795 and 3,245,641 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | | | 1,589 | | | | 325 | | | | Stock warrants | | | 324,288 | | | | 324,288 | | | | Subscription receivable | | | - | | | | (1,150,000 | ) | | | Additional paid in capital | | | 55,524,812 | | | | 34,785,749 | | | | Accumulated deficit | | | (40,647,480 | ) | | | (20,004,486 | ) | | | Accumulated other comprehensive loss | | | (2,760 | ) | | | (9,845 | ) | | | TOTAL STOCKHOLDERS EQUITY | | | 15,200,547 | | | | 13,946,129 | | | | Non-controlling interest | | | (1,542 | ) | | | (1,081 | ) | | | TOTAL STOCKHOLDERS EQUITY | | | 15,199,005 | | | | 13,945,048 | | | | | | | | | | | | | | | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 16,089,573 | | | $ | 15,370,511 | | | The accompanying notes are an integral part of these consolidated financial statements. | F-2 | | | | | **Mangoceuticals, Inc. and Subsidiaries** **Consolidated Statements of Operations** **(Audited)** | | | For The Year | | | For The Year | | | | | | Ended | | | Ended | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Revenues | | | | | | | | | | | Revenues | | $ | 456,021 | | | $ | 615,873 | | | | Cost of revenues | | | 54,422 | | | | 93,296 | | | | Cost of revenues - related party | | | 151,213 | | | | 142,613 | | | | Gross profit | | | 250,386 | | | | 379,964 | | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | General and administrative expenses | | | 3,756,373 | | | | 3,000,571 | | | | Salary and benefits | | | 1,348,051 | | | | 1,063,781 | | | | Advertising and marketing | | | 822,860 | | | | 1,478,663 | | | | Investor relations | | | 1,561,206 | | | | 453,749 | | | | Stock based compensation | | | 10,794,245 | | | | 2,355,193 | | | | Total operating expenses | | | 18,282,735 | | | | 8,351,957 | | | | | | | | | | | | | | | Loss from operations | | | (18,032,349 | ) | | | (7,971,993 | ) | | | | | | | | | | | | | | Other (income) expense | | | | | | | | | | | Interest expense | | | 103,513 | | | | 13,700 | | | | Amortization of intangible assets | | | 1,122,639 | | | | 721,533 | | | | Impairment of license agreement | | | 1,239,942 | | | | | | | | Loss from settlement | | | 125,624 | | | | - | | | | Loss from debt extinguishment - related parties | | | 19,388 | | | | - | | | | Total other (income) expense | | | 2,611,106 | | | | 735,233 | | | | | | | | | | | | | | | Loss before income taxes | | | (20,643,455 | ) | | | (8,707,226 | ) | | | | | | | | | | | | | | Income taxes | | | - | | | | - | | | | | | | | | | | | | | | Net loss | | | (20,643,455 | ) | | | (8,707,226 | ) | | | | | | | | | | | | | | Net loss attributed to non-controlling interest | | | (461 | ) | | | (1,081 | ) | | | | | | | | | | | | | | Net loss attributed to Mangoceuticals, Inc. | | | (20,642,994 | ) | | | (8,706,145 | ) | | | | | | | | | | | | | | Basic and diluted loss per share | | | | | | | | | | | Basic and diluted loss per share | | $ | (2.17 | ) | | $ | (4.80 | ) | | | | | | | | | | | | | | Weighted average number of shares outstanding | | | | | | | | | | | Basic and diluted | | | 10,071,609 | | | | 1,978,966 | | | | Basic and diluted loss per share calculation | | | | | | | | | | | Preferred stock dividend requirements | | | 1,176,000 | | | | 802,109 | | | | Net loss attributed to Mangoceuticals, Inc. common stockholders | | $ | (21,818,994 | ) | | $ | (9,508,254 | ) | | The accompanying notes are an integral part of these consolidated financial statements. | F-3 | | | | | **Mangoceuticals, Inc. and Subsidiaries** **Consolidated Statements of Comprehensive Loss** **(Audited)** | | | For The Year | | | For The Year | | | | | | Ended | | | Ended | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Net loss | | $ | (20,643,455 | ) | | $ | (8,707,226 | ) | | | | | | | | | | | | | | Other comprehensive income (loss) | | | | | | | | | | | Foreign currency translation adjustments | | | (2,760 | ) | | | (9,845 | ) | | | | | | | | | | | | | | Comprehensive loss | | | (20,646,215 | ) | | | (8,717,071 | ) | | | | | | | | | | | | | | Less comprehensive loss attributed to non-controlling interest | | | (1,542 | ) | | | (1,081 | ) | | | | | | | | | | | | | | Comprehensive loss attributable to Mangoceuticals, Inc. stockholders | | $ | (20,644,673 | ) | | $ | (8,715,990 | ) | | The accompanying notes are an integral part of these consolidated financial statements. | F-4 | | | | | **Mangoceuticals, Inc. and Subsidiaries** **Consolidated Statements of Changes in Stockholders Equity (Deficit)** **For the Years Ended December 31, 2025 and 2024** **(Audited)** | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Warrants | | | Receivable | | | Capital | | | Deficit | | | Loss | | | Interest | | | Equity | | | | | | Preferred B Stock | | | Preferred Stock C | | | 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 | | | - | | | $ | - | | | | - | | | $ | - | | | | 1,427,967 | | | | 148 | | | $ | - | | | $ | - | | | $ | 12,002,779 | | | $ | (11,228,173 | ) | | $ | - | | | $ | - | | | $ | 774,754 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of preferred stock B for cash | | | 3,800 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 324,288 | | | | (1,150,000 | ) | | | 3,475,712 | | | | - | | | | - | | | | - | | | | 2,650,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of preferred stock C for patent acquisition | | | - | | | | - | | | | 980,000 | | | | 98 | | | | - | | | | - | | | | - | | | | - | | | | 14,209,902 | | | | - | | | | - | | | | - | | | | 14,210,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for services | | | - | | | | - | | | | - | | | | - | | | | 554,154 | | | | 57 | | | | - | | | | - | | | | 2,106,208 | | | | - | | | | - | | | | - | | | | 2,106,265 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for cash | | | - | | | | - | | | | - | | | | - | | | | 345,000 | | | | 34 | | | | - | | | | - | | | | 1,327,989 | | | | - | | | | - | | | | - | | | | 1,328,023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for IP purchase | | | - | | | | - | | | | - | | | | - | | | | 515,000 | | | | 52 | | | | - | | | | - | | | | 1,344,098 | | | | | | | | | | | | | | | | 1,344,150 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Conversion of preferred stock B for common stock | | | (1,030 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,133,000 | ) | | | - | | | | - | | | | - | | | | (1,133,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for conversion of preferred stock B | | | - | | | | - | | | | - | | | | - | | | | 374,393 | | | | 38 | | | | - | | | | - | | | | 1,132,962 | | | | - | | | | - | | | | - | | | | 1,133,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Options vested for services | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 248,682 | | | | - | | | | - | | | | - | | | | 248,682 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred stock B dividend in common stock | | | - | | | | - | | | | - | | | | - | | | | 28,067 | | | | 3 | | | | - | | | | - | | | | 70,165 | | | | (70,168 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reverse stock split rounding adjustment | | | - | | | | - | | | | - | | | | - | | | | 1,060 | | | | (7 | ) | | | - | | | | - | | | | 252 | | | | - | | | | - | | | | - | | | | 245 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (9,845 | ) | | | - | | | | (9,845 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (8,706,145 | ) | | | - | | | | (1,081 | ) | | | (8,707,226 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2024 | | | 2,770 | | | $ | - | | | | 980,000 | | | $ | 98 | | | | 3,245,641 | | | $ | 325 | | | $ | 324,288 | | | $ | (1,150,000 | ) | | $ | 34,785,749 | | | $ | (20,004,486 | ) | | $ | (9,845 | ) | | $ | (1,081 | ) | | $ | 13,945,048 | | | | Balance | | | 2,770 | | | $ | - | | | | 980,000 | | | $ | 98 | | | | 3,245,641 | | | $ | 325 | | | $ | 324,288 | | | $ | (1,150,000 | ) | | $ | 34,785,749 | | | $ | (20,004,486 | ) | | $ | (9,845 | ) | | $ | (1,081 | ) | | $ | 13,945,048 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Collection of subscriptions receivable | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,150,000 | | | | - | | | | - | | | | - | | | | - | | | | 1,150,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for services | | | - | | | | - | | | | - | | | | - | | | | 4,930,454 | | | | 493 | | | | | | | | | | | | 10,716,199 | | | | - | | | | - | | | | - | | | | 10,716,692 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for cash | | | - | | | | - | | | | - | | | | - | | | | 2,877,854 | | | | 288 | | | | - | | | | - | | | | 4,625,062 | | | | - | | | | - | | | | - | | | | 4,625,350 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exercise of pre-funded warrants for cash | | | - | | | | - | | | | - | | | | - | | | | 500,000 | | | | 50 | | | | - | | | | - | | | | (45 | ) | | | - | | | | - | | | | - | | | | 5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrants exercised cash | | | - | | | | - | | | | - | | | | - | | | | 618,000 | | | | 62 | | | | - | | | | - | | | | 926,938 | | | | - | | | | - | | | | - | | | | 927,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cashless warrants exercised | | | - | | | | - | | | | - | | | | - | | | | 224,981 | | | | 23 | | | | - | | | | - | | | | (23 | ) | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for master service agreement | | | - | | | | - | | | | - | | | | - | | | | 1,650,000 | | | | 165 | | | | - | | | | - | | | | 6,712,835 | | | | - | | | | - | | | | - | | | | 6,713,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cancellation of common stock for rescinded master distributor agreement | | | | | | | | | | | | | | | | | | | (1,000,000 | ) | | | (100 | ) | | | - | | | | - | | | | (4,749,900 | ) | | | - | | | | - | | | | - | | | | (4,750,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of preferred stock B for cash | | | 100 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 100,000 | | | | - | | | | - | | | | - | | | | 100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for debt settlement | | | - | | | | - | | | | - | | | | - | | | | 333,333 | | | | 33 | | | | - | | | | - | | | | 499,967 | | | | - | | | | - | | | | - | | | | 500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for debt | | | - | | | | - | | | | - | | | | - | | | | 493,333 | | | | 49 | | | | - | | | | - | | | | 739,951 | | | | - | | | | - | | | | - | | | | 740,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Conversion of preferred stock B for common stock | | | (2,820 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,102,012 | ) | | | - | | | | - | | | | - | | | | (3,102,012 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for conversion of preferred stock B | | | - | | | | - | | | | - | | | | - | | | | 2,015,199 | | | | 201 | | | | - | | | | - | | | | 3,101,811 | | | | - | | | | - | | | | - | | | | 3,102,012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Options vested for services | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,168,280 | | | | - | | | | - | | | | - | | | | 1,168,280 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 7,085 | | | | - | | | | 7,085 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (20,642,994 | ) | | | - | | | | (461 | ) | | | (20,643,455 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, December 31, 2025 | | | 50 | | | $ | - | | | | 980,000 | | | $ | 98 | | | | 15,888,795 | | | $ | 1,589 | | | $ | 324,288 | | | $ | - | | | $ | 55,524,812 | | | $ | (40,647,480 | ) | | $ | (2,760 | ) | | $ | (1,542 | ) | | $ | 15,199,005 | | | | Balance | | | 50 | | | $ | - | | | | 980,000 | | | $ | 98 | | | | 15,888,795 | | | $ | 1,589 | | | $ | 324,288 | | | $ | - | | | $ | 55,524,812 | | | $ | (40,647,480 | ) | | $ | (2,760 | ) | | $ | (1,542 | ) | | $ | 15,199,005 | | | The accompanying notes are an integral part of these consolidated financial statements. | F-5 | | | | | **Mangoceuticals, Inc. and Subsidiaries** **Consolidated Statements of Cash Flows** **(Audited)** | | | For The Year Ended | | | For The Year Ended | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net loss | | $ | (20,643,455 | ) | | $ | (8,707,226 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation | | | 1,012 | | | | 9,936 | | | | Issuance of common stock for services | | | 10,716,692 | | | | 2,106,265 | | | | Options vested for stock-based compensation | | | 1,168,280 | | | | 248,682 | | | | Loss on sale of assets | | | - | | | | 18,387 | | | | Amortization of intangible assets | | | 1,122,639 | | | | 721,533 | | | | Amortization of license agreement | | | 600,552 | | | | - | | | | Operating lease right of use asset | | | 68,539 | | | | 59,769 | | | | Inventory obsolescence | | | - | | | | 18,501 | | | | Loss from settlement | | | 125,624 | | | | - | | | | Loss from debt extinguishment related parties | | | 19,388 | | | | - | | | | (Increase) decrease in operating assets: | | | | | | | | | | | Due from related party | | | (20,056 | ) | | | - | | | | Impairment of license agreement | | | 1,239,942 | | | | - | | | | Prepaid expenses - related party | | | (120 | ) | | | 60,953 | | | | Prepaid expenses | | | (7,021 | ) | | | - | | | | Deposits | | | (16,957 | ) | | | - | | | | (Decrease) increase in operating liabilities: | | | | | | | | | | | Accounts payable and accrued liabilities | | | 55,669 | | | | 696,736 | | | | Accrued liabilities - related parties | | | - | | | | (63,717 | ) | | | Operating lease right-of-use liabilities | | | (74,046 | ) | | | (6,595 | ) | | | Payroll tax liabilities | | | 9,421 | | | | - | | | | Other liabilities | | | (216,358 | ) | | | (27,000.00 | ) | | | NET CASH USED IN OPERATING ACTIVITIES | | | (5,850,255 | ) | | | (4,863,776 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | Sale of assets | | | - | | | | 65,000 | | | | NET CASH PROVIDED BY(USED IN) INVESTING ACTIVITIES | | | - | | | | 65,000 | | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | Proceeds from borrowings on notes payable | | | 500,000 | | | | 150,000 | | | | Proceeds from borrowings on notes payable - related parties | | | 175,000 | | | | - | | | | Proceeds from sales of common stock | | | 4,625,355 | | | | 1,328,268 | | | | Proceeds from sales of series B convertible preferred stock | | | 100,000 | | | | 2,650,000 | | | | Proceeds from exercise of warrants | | | 927,000 | | | | - | | | | Collection of subscriptions receivable | | | 1,150,000 | | | | - | | | | Repayment of borrowings on notes payable - related parties | | | (206,500 | ) | | | - | | | | NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 7,270,855 | | | | 4,128,268 | | | | | | | | | | | | | | | NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | | | | | | | | | End of period | | | 1,420,600 | | | | (670,508 | ) | | | | | | | | | | | | | | CASH AND CASH EQUIVALENTS: | | | | | | | | | | | Beginning of period | | | 58,653 | | | | 739,006 | | | | Effects of currency translation on cash and cash equivalents | | | 7,085 | | | | (9,845 | ) | | | End of period | | $ | 1,486,338 | | | $ | 58,653 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Cash paid for income taxes | | $ | - | | | $ | - | | | | Cash paid for interest | | $ | - | | | $ | - | | | | | | $ | - | | | $ | - | | | | | | | | | | | | | | | Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | | | Right of use assets acquired under new operating leases | | $ | 316,907 | | | $ | - | | | | Issuance of common stock for license agreement | | $ | 1,963,000 | | | $ | - | | | | Issuance of common stock for patent acquisition | | $ | - | | | $ | 1,344,150 | | | | Issuance of Series C Convertible Preferred for patent acquisition | | $ | - | | | $ | 14,210,000 | | | | Issuance of common stock for payment of Preferred B dividend | | $ | - | | | $ | 70,168 | | | | Issuance of common stock for settlement of debt settlement | | $ | 590,000 | | | $ | - | | | | Issuance of common stock for settlement of note payable | | $ | 500,000 | | | $ | - | | | | Issuance of common stock for settlement of note payable - related parties | | $ | 150,000 | | | $ | - | | | | Issuance of common stock for conversion of Series B Convertible Preferred | | $ | 201 | | | $ | 1,133,000 | | | | Issuance of common stock for cashless warrant exercise | | $ | 23 | | | $ | - | | | The accompanying notes are an integral part of these consolidated financial statements. | F-6 | | | | | **Mangoceuticals, Inc.** **Notes to Consolidated Financial Statements** **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 mens wellness products and services via a telemedicine platform. To date, the Company has identified mens 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 Companys 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 1st quarter of 2026. The Companys 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 83,333 shares of common stock for $60.00 per share for net proceeds of $4.35 million, after deducting underwriting discounts and commissions, and offering costs. At the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the Resale Prospectus) the Company registered the sale of 317,667 shares of common stock, including 133,333 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock with an exercise price of $15.00 per share. *Reverse Stock Split*. On October 16, 2024, the Company affected a 1-for-15 reverse stock split of its outstanding common stock (the Reverse Stock Split). 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. 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. | F-7 | | | | | 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 consolidated financial statements and notes to the 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 266,667 shares of the Companys 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 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 Follow-On 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 the marketing of Prime and its Compounded Products, to hire additional personnel to build organizational talent, to develop and maintain software, and for working capital and other general corporate purposes. 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 per share, 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 $5.63, 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. 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, 1,500 shares of then newly designated Series B Convertible Preferred Stock (Series B Preferred Stock) of the Company for $1,650,000, and warrants (the Initial Warrants), to purchase up to 220,000 shares of common stock for an aggregate purchase price of $1,500,000. On the Initial Closing Date, the Company sold the Purchaser 500 shares of Series B Preferred Stock (the Initial Closing Shares) and the Initial Warrants, for an aggregate of $500,000. The Initial Warrants are exercisable on or after October 4, 2024, and for five years thereafter. | F-8 | | | | | 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 $25,000,000 (the Maximum Amount) of the Companys common stock (the Financing). On the Initial Closing Date, the Company issued 66,667 shares of the Companys common stock to the Purchaser as a commitment fee (the Commitment Shares). The Commitment Shares were valued at $3.22 per share for a total of $214,900. 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 $20,000,000, which was payable to Intramont by (a) the issuance of 980,000 shares of the Companys then newly designated 6% Series C Convertible Preferred Stock (the Series C Preferred Stock), with a face value of $20.00 per share, for a total value of $19,600,000; and (b) $400,000 in cash, (i) with $200,000 originally payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 originally payable on or before November 30, 2024 (collectively, the Cash Payments). 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 $150,000 to the Company in consideration for 150 shares of Series B Preferred Stock. On April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No. 1 (the Amendment), which amended the SPA to, adjust the closings which were to take place under the SPA as follows: SCHEDULE OF SECURITIES PURCHASE AGREEMENT | # | | Initial Stated Value of Preferred Stock to be issued by installment | | | Warrants to be issued | | | Closing Date | | Aggregate Purchase Price by installment (USD) | | | | Initial Closing | | $ | 550,000 | | | | 220,000 | | | Initial Closing Date | | $ | 500,000 (Initial Closing Amount) | | | | Second Closing | | $ | 275,000 | | | | - | | | On or before June 30, 2024 (the Second Closing Date) | | $ | 250,000 (Second Closing Amount) | | | | Third Closing | | $ | 825,000 | | | | 100,000 | | | On or before June 30, 2024 | | $ | 750,000 (Third Closing Amount) | | | | Fourth Closing | | $ | 1,100,000 | | | | - | | | Such date as is no later than 180 days (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 | | $ | 1,000,000.00 (the Fourth Closing Amount) | | | | Total | | $ | 2,750,000 | | | | 320,000 | | | | | $ | 2,500,000 | | | On May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $100,000 to the Company in consideration for an additional 100 shares of Series B Preferred Stock. | F-9 | | | | | On June 28, 2024 (the Third Closing Date), the Company sold the Purchaser 750 shares of Series B Preferred Stock (the Third Closing Shares) and (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 (collectively, (a) and (b), the Additional Warrants, and together with the Initial Warrants, the Warrants, and the shares of common stock issuable upon exercise of the Warrants, the Warrant Shares). The Additional Warrants were exercisable on or after October 4, 2024, and for five years thereafter. 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 $2.53 per share. As described in the table above, the sale of an additional 1,000 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 $500,000 to the Company in consideration for 500 shares of Series B Preferred Stock. On September 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $250,000 to the Company in consideration for 250 shares of Series B Preferred Stock. On October 2, 2024, 190 shares of Series B Preferred Stock (with an aggregate stated value of $209,000) were converted by the holder into 66,923 shares of common stock at a conversion price of $3.12 per share. On October 18, 2024, 200 shares of Series B Preferred Stock (with an aggregate stated value of $220,000) were converted by the holder into 93,299 shares of common stock at a conversion price of $2.36 per share. 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 28,067 shares of common stock that resulted in a deemed dividend of approximately $70,168 that is reflected on the Companys consolidated statement of changes in stockholders equity, as Preferred stock B dividend in common stock. 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, 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, and 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. Each of the December 2024 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. 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* (Lions 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 $1,344,150, which was payable to Greenfield by the issuance of 515,000 shares of the Companys common stock, which have been issued to date. | F-10 | | | | | 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 Purchasers), pursuant to which the Company sold the January Purchasers, and the January Purchasers purchased from the Company, 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 January 2025 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. 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 100 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) equal to fifty-one percent (51%) of the total vote (the Total Series A Vote and the Voting Rights), and that so long as Series A Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments). Additionally, subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class: (a) issue any additional shares of Series A Preferred Stock after the original issuance of shares of Series A Preferred Stock; (b) increase or decrease the total number of authorized or designated shares of Series A Preferred Stock; (c) effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock; (d) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock; or (e) alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in the Series A Designation. On January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Companys 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 Companys Chief Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches, the Companys current wholly-owned subsidiary (provided that the Company has agreed to issue Mr. Cohen (a) 4,892,906 shares of the common stock of Mango & Peaches (representing 49.0% of Mango & Peachess outstanding shares of common stock); and (b) 100 shares of Series A Super Majority Voting Preferred Stock of Mango & Peaches, which will have the right to vote fifty-one percent (51%) of the total vote on all Mango & Peaches shareholder matters). | F-11 | | | | | 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 250 shares of Series B Preferred Stock (the Final Fourth Closing Shares) for $250,000 in connection with a partial and final closing of the Fourth Closing. 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 December 31, 2025, a total of $156,642 remains due to Intramont in connection with the Cash Payments, which the Company expects to pay over time, by way of expenses associated with the development of the Patents. On February 12, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 216 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $237,600) into 105,600 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $2.25 per share. 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 Companys common stock); and exclude the Companys 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 Companys 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). On April 3, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $385,000) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. 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 100 shares of Series B Convertible Preferred Stock of the Company for $100,000. On April 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On May 1, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $330,000) into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. | F-12 | | | | | 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 Companys 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. Cohens employment agreement with the Company, as amended. Following the issuance of the M&P Stock, Mr. Cohen owned 49% of the outstanding common stock of Mango & Peaches and separately had 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 actionssuch 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 Stockrequire 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. On June 5, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On September 16, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $550,000) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $35,200) were converted by the holder into 23,467 shares of common stock at a conversion price of $1.50 per share. On December 18, 2025, the Company completed an offering of 1,430,502 shares of common stock at $1.295 per share and 500,000 pre-funded warrants at $1.29499 per warrant, with an exercise price of $0.000001, generating gross proceeds of $2,499,995. Offering costs totaled $285,000 for net funds to the Company of $2,224,995. On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $5 net of any expenses. The offering included a concurrent private placement for common stock purchase warrants (the Private Placement Warrants), exercisable for an aggregate of up to 1,930,502 shares of common stock, at an exercise price of $1.4245 per warrant share for aggregate gross proceeds of approximately $2.5 million, when exercised. | F-13 | | | | | **MangoRx Mexico**S**.A. de C.V.**, a Mexican Stock Company, is 98% owned by Mango & Peaches Corp. (MangoRx Mexico) The entity was formed in September 2023 and had limited operations as of December 31, 2025. **MangoRx UK Limited**, a company incorporated under the laws of the United Kingdom, is 100% owned by Mango & Peaches Corp. The entity was formed in October 2023 and has had limited operations as of December 31, 2025. **Mango & Peaches Corp.**, a company incorporated under the laws of Texas, is 100% owned by Mangoceuticals, Inc. The entity was formed in December 2024. **MangoRx IP Holdings, LLC**, a Texas limited liability company which is 100% owned by Mangoceuticals, Inc. (MangoRx IP). The entity was formed April 15, 2024 and has had limited operations as of December 31, 2025. **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation **The 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 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 $250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk of loss for purposes of the statement of cash flows. There are no cash equivalents at December 31, 2025 and December 31, 2024. **December 2024 Subsidiary Reorganization** On December 13, 2024, the Company, entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches Corp., a Texas corporation (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 98% ownership of MangoRx Mexico S.A. de C.V., a Mexican Stock Company; and (b) its 100% ownership of MangoRx UK Limited, a company incorporated under the laws of the United Kingdom (collectively, the Contributed Assets), to Mango & Peaches, in order to restructure the ownership and operations of the Company, better segregate such operations and liabilities and provided for the issuance of a portion of the capital of Mango & Peaches to Mr. Jacob Cohen, the Chief Executive Officer of the Company (the Subsidiary Reorganization). **Principles of Consolidation** The accompanying 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 | | | F-14 | | | | | Majority-owned subsidiaries of Mango & Peaches. | | | The Company owns 98% of MangoRx Mexico S.A. de C.V. | | **Non-Controlling Interest** The Company consolidates MangoRx Mexico S.A. de C.V., in which it holds a 98% ownership interest. The remaining 2% ownership interest held by third parties is presented as non-controlling interest, a separate component of stockholders equity in the accompanying consolidated balance sheets. The operations of MangoRx Mexico S.A. de C.V. are minimal, and the non-controlling interest balance and net income (loss) attributable to non-controlling interest for the periods presented are not material to the consolidated financial statements. **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 Companys 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 Companys 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. **Intangible Assets** **Patents** The Companys intangible assets consist of patents acquired through purchase, as described above. These patents are classified as finite-lived intangible assets and are amortized on a straight-line basis over their estimated useful lives, which range from 14 to 17 years. The carrying amount of patents as of December 31, 2025 is as follows: SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS | | | Gross carrying amount: | | $ | 15,954,150 | | | | | | Accumulated amortization: | | $ | 1,844,172 | | | | | | Net carrying amount: | | $ | 14,109,978 | | | | F-15 | | | | | Amortization expense for the year ended December 31, 2025 was $1,122,639. The estimated amortization expense for the next five years is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE | | | Year 1: $1,122,639 | | | | | Year 2: $1,122,639 | | | | | Year 3: $1,122,639 | | | | | Year 4: $1,122,639 | | | | | Year 5: $1,122,639 | | In the years thereafter, the amount to be amortized will be $8,496,783. The Company performs annual impairment testing for its intangible assets to ensure that the carrying amount does not exceed the recoverable amount. For the year ended December 31, 2025, no impairment losses were recognized. **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 650,000 common shares with a par value of $0.0001 and a fair value of $1,963,000 on the issuance date. The agreement has an initial term of three years, renewable for up to three additional one-year terms, subject to notice provisions. Propre Energie Inc. retains the right to terminate in the event the Company sells substantially all assets or a majority interest in the business. Either party may terminate in the event of breach (with a 90-day cure period) or insolvency. 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 capitalized on a straight-line over three years, subject to annual impairment review in accordance with US GAAP. The carrying amount of master distribution agreements as of December 31, 2025 is as follows: SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS | | | Gross carrying amount: | | $ | 1,963,000 | | | | | | Accumulated amortization: | | | (600,553 | ) | | | | | Impairment | | | (1,239,942 | ) | | | | | Net carrying amount: | | $ | 122,505 | | | Amortization (recorded as an operating expense) for the year ended December 31, 2025 was $600,553. Renewal beyond the initial 3-year term cannot be guaranteed. Fair value of distribution rights based on discounted cash flows over the initial term is less than the $1,362,447 carrying value. An impairment charge of $1,239,942 was recorded at year-end December 31, 2025. **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. | F-16 | | | | | As consideration, the Company issued 1,000,000 common shares with a par value of $0.0001 and a fair value of $4,750,000 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 three years, subject to annual impairment review in accordance with US GAAP. 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 1,000,000 shares previously issued to Navy Wharf at $4.75 per share, or $4,750,000. The Company incurred no material early termination penalties in connection with the Rescission. As a result the net book value of $4,750,000 was removed from intangible assets. **License Agreement and Master Distribution Agreement** On May 14, 2025, MangoRx IP, the Companys 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. 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, if PrevenTech does not generate at least $5 million of gross sales from the sale of products within eighteen months from June 1, 2025, subject to a sixty-day cure period, PrevenTechs rights under the PrevenTech MDA become non-exclusive. The PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the PrevenTech MDA. As of December 31, 2025, there have been no reported sales in conjunction with the license agreement. **** **Foreign Currency Translation and transaction** The Companys principal country of operations is the United States. The financial position and results of its operations are determined using U.S. Dollars (US$ or $), the local currency, as the functional currency. The Companys 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 Companys statements of operations and comprehensive income (loss). | F-17 | | | | | The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements: SCHEDULE OF FOREIGN CURRENCY TRANSLATION AND TRANSACTION | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Period-end spot rate | | | US$1=MX$0.06 | | | | US$1=MX$0.05 | | | | Average rate | | | US$1=MX$0.05 | | | | US$1=MX$0.05 | | | **** **Net Loss Per Common Share** 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 2,156,666 options, 2,928,401 warrants, and no derivative securities outstanding as of December 31, 2025. There were 156,667 options, 940,333 warrants, and no derivative securities outstanding as of December 31, 2024. **Use of Estimates and Assumptions** The preparation of consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (US GAAP) requires the Companys 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 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. **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. | F-18 | | | | | The following tables summarize our financial instruments measured at fair value as of December 31, 2025 and December 31, 2024. SCHEDULE OF FINANCIAL INSTRUMENTS MEASUREMENT AT FAIR VALUE | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | Fair Value Measurements at December 31, 2025 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | | Assets | | | | | | | | | | | | | | | Cash | | $ | 1,486,338 | | | $ | - | | | $ | - | | | | Total assets | | | 1,486,338 | | | | - | | | | - | | | | Liabilities | | | | | | | | | | | | | | | Total liabilities | | | - | | | | - | | | | - | | | | Fair value, net asset (liability) | | $ | 1,486,338 | | | $ | - | | | $ | - | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | Fair Value Measurements at December 31, 2024 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | | Assets | | | | | | | | | | | | | | | Cash | | $ | 58,653 | | | $ | - | | | $ | - | | | | Total assets | | | 58,653 | | | | - | | | | - | | | | Liabilities | | | | | | | | | | | | | | | Total liabilities | | | - | | | | - | | | | - | | | | Fair value, net asset (liability) | | $ | 58,653 | | | $ | - | | | $ | - | | | **** **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 (3) to five (5) years. **Concentration and Risks** The Companys operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the years ended December 31, 2025 and 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 Companys common stock shares in permanent equity. These warrants are indexed to the Companys 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. | F-19 | | | | | 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 segments 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 segments 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. The Company has evaluated the guidance and determined that it does not have a material impact on its consolidated financial statements. 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 entitys 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 has not yet been adopted by the Company. Upon adoption, the Company will apply it prospectively. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In January 2025, the FASB issued ASU No. 2025-01, Income StatementReporting Comprehensive Income (Subtopic 220-40). This ASU clarifies effective dates for expense disaggregation disclosures. It is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. This ASU has not yet been adopted by the Company. The Company does not expect the adoption to have a material impact on its consolidated financial statements. 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. The Company adopted this ASU upon issuance. The adoption did not have a material impact on its 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 annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. This ASU has not yet been adopted by the Company. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In April 2025, the FASB issued ASU No. 2025-04, CompensationStock 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, 2026. This ASU has not yet been adopted by the Company. The Company does not expect the adoption to have a material impact on its 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 8251015, 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. | F-20 | | | | | The 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 Notes 3, 6, 7, and 9 in the notes to consolidated financial statements. **** **Stock-Based Compensation** 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 their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option and warrant grant. **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 Companys 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 Companys 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 Companys 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 Companys completion of its performance obligations. The Company has entered into a Physician Services Agreement with BrighterMD, LLC dba Doctegrity (Doctegrity) 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 Companys customers for fulfillment through the Companys 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 customers prescription; (ii) Contracted Pharmacy fills the prescription based on fulfillment instructions provided by the Company, including using the Companys 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. | F-21 | | | | | 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 years ended December 31, 2024 and 2023, there were no inventory write-downs. **Marketing and Advertising** The Company follows the policy of charging the costs of marketing and advertising to expense as incurred. The Company charged $822,860 and $1,478,663 towards marketing and advertising for the years ended December 31, 2025 and 2024, respectively. **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 consolidated financial statements were issued (see Note 13). **Reclassification** During the year ended December 31, 2025, the Company reclassified certain prior-period equity balances to conform to the current-period presentation. Specifically: An amount of $832,109 related to accrued but unpaid dividends on Convertible Preferred C Stock as of December 31, 2024 was reclassified from Retained Earnings to Additional Paid-in Capital. This adjustment reflects a correction in the classification of equity components associated with preferred stock dividend obligations. 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 year ended December 31, 2025, the Company facilitated the receipt and conversion of approximately $500,000 in digital assets through a third-party exchange platform (Cube Exchange). These transactions were conducted solely for the purpose of converting cryptocurrency into U.S. dollars to support operating liquidity. 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 December 31, 2025. | F-22 | | | | | The Company accounts for digital assets in accordance with ASC 350-60, IntangiblesGoodwill and OtherCrypto 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 $16,942. The lease expired on November 30, 2025. As of December 31, 2025, the deposit was not returned. As of December 31, 2025 and December 31, 2024, the balance was $16,942 and $16,942 for each period, respectively. The Company signed a lease agreement for office space, effective November 1, 2025, which included an initial security deposit of $14,557. As of December 31, 2025 and December 31, 2024, the balance was $14,557 and $-0- for each period, respectively. The Company signed a short-term lease agreement for office space, effective September 1, 2025, which included an initial security deposit of $2,400. As of December 31, 2025 and December 31, 2024, the balance was $2,400 and $-0- for each period, respectively. **NOTE 5 PROPERTY, PLANT AND EQUIPMENT** During the years ended December 31, 2025 and 2024, the Company acquired computers and office equipment totaling $-0- and $-0-, respectively. Depreciation for the years ended December 31, 2025 and 2024 was $1,012 and $9,936, respectively. On May 15, 2024, the Company disposed of $119,819 of equipment to Epiq Scripts, LLC, a related party. The equipment was sold for $65,000, realizing a loss on sale of assets of $18,387. The below schedule shows property, plant and equipment as of: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Computers | | | 5,062 | | | | 5,062 | | | | Equipment | | | - | | | | 119,819 | | | | Less accumulated depreciation: | | | (3,268 | ) | | | (2,256 | ) | | | Disposed equipment | | | - | | | | (119,819 | ) | | | Property and equipment, net | | | 1,794 | | | | 2,806 | | | **** **NOTE 6 LOANS FROM RELATED PARTIES** On March 1, 2024, the Company borrowed $37,500 from Ronin Equity Partners, which is owned and controlled by Jacob D. Cohen, the Companys Chief Executive Officer and Chairman of the Board of Directors. 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. | F-23 | | | | | On March 18, 2024, the Company borrowed $50,000 from Cohen Enterprises which is owned and controlled by Jacob D. Cohen, the Companys Chief Executive Officer and Chairman of the Board of Directors. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, see below. On April 1, 2024, the Company borrowed $100,000 from Cohen Enterprises, which is owned and controlled by Jacob D. Cohen, the Companys Chief Executive Officer and Chairman of the Board of Directors. 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., which entity is owned by Jacob D. Cohen, the Chairman and Chief Executive Officer of the Company (Cohen Enterprises), 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. On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Companys Chief Executive Officer and Chairman, Jacob D. Cohen (Tiger Cub), and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $100,000. The Promissory Note is unsecured and 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. On December 19, 2025, the note was paid in full $100,000 principal amount of their note, and accrued interest due through maturity of $18,000. As of December 31, 2025, the principal balance is $-0-. The Company recorded a loss on debt extinguishment of $6,450. 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 Companys 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 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 Note amended and restated the Promissory 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 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 Note was entered into, plus $0.125; and (3) if the A&R 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 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 therewithwhich 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. | F-24 | | | | | On December 4, 2025, the Company borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Companys Chief Executive Officer and Chairman, Jacob D. Cohen (Tiger Cub), and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $75,000. The Promissory Note is unsecured and bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) December 4, 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. On December 19, 2025, the note was paid in full $100,000 principal amount of their note, and accrued interest due through maturity of $13,500. As of December 31, 2025, the principal balance is $-0-. The Company recorded a loss on debt extinguishment of $12,938. **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 $150,000 (the Promissory Note) to Mill End. The Promissory Note bears interest of 12% (default rate) and is due on January 2, 2025. 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 $150,000. Pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $150,000 owed by the Company to Mill End 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 April 15, 2025, the Company borrowed $500,000 from Indigo Capital LP (the Holder), which loan was evidenced by a Promissory Note dated April 15, 2025 (the Promissory Note). The Promissory Note is unsecured and 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 Promissory Note matures on the earlier of (i) April 15, 2026 (the Stated Maturity Date), (ii) the date on which the Holder 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 Promissory Note, after the date of the Promissory 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 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 275,482 shares of common stock (the Holder Warrants). The Agreement to Amend included certain representations and warranties to the Holder. 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 $1.50 per share, subject to a 4.999% beneficial ownership limitation; and (b) remove the Mandatory Prepayment requirement. The Holder Warrants have an exercise price of $1.815 per share, a term through May 27, 2028 and cash only exercise rights. The Holder Warrants include a 4.999% beneficial ownership limitation. If the Holder Warrants are exercised in full, a maximum of 275,482 shares of common stock of the Company would be issuable upon exercise thereof. On July 16, 2025, Indigo Capital LP converted the full $500,000 principal amount of their 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 convertible promissory note. | F-25 | | | | | **NOTE 8 CAPITAL STOCK** **Preferred Stock** The Company is authorized to issue up to 10,000,000 shares of blank check preferred stock, $0.0001 par value. **Series B Convertible Preferred Stock** On March 28, 2024 and amended on June 27, 2024, the Company designated 6,000 shares of the Companys Series B Convertible Preferred Stock, par value $0.0001 per share (the Series B Preferred Stock). Each Series B Preferred Stock share has a stated value equal to $1,100, subject to increase under the terms of the designation (the Stated Value). As of December 31, 2025 and December 31, 2024, there were 50 and 1,620 shares of Series B Preferred Stock issued and outstanding, respectively. 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, 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 January 2025 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. On January 15, 2025, the Company sold the Purchaser the final 250 shares of Series B Preferred Stock (the Final Fourth Closing Shares) for $250,000 in connection with a partial and final closing of the Fourth Closing. On February 12, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 216 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $237,600) into 105,600 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $2.25 per share. On March 25, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 146 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $385,000) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 25, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 116 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $160,602) into 107,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 25, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $127,602) into 85,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 26, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 218 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $239,800) into 159,866 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 74 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $63,801) into 42,533 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 260 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $286,002) into 190,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. | F-26 | | | | | On March 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 58 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $81,402) into 54,267 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. 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: (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); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Companys common stock); and exclude the Companys current wholly-owned subsidiary, 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 Companys 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). On April 3, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $385,000) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. 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 100 shares of Series B Convertible Preferred Stock of the Company for $100,000. On April 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On May 1, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $330,000) into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On June 5, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On September 15, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $550,000) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $35,200) were converted by the holder into 23,467 shares of common stock at a conversion price of $1.50 per share. | F-27 | | | | | **6% Series C Convertible Cumulative Preferred Stock** On April 18, 2024, the Company designated 6,250,000 shares of a then new series of preferred stock, par value $0.0001 per share, the Companys 6% Series C Convertible Cumulative Preferred Stock (the Series C Preferred Stock). As of December 31, 2025 and December 31, 2024, there were 980,000 and 980,000 shares of Series C Preferred Stock issued and outstanding, respectively. The Series C Preferred Stock has a stated value equal to $20 per share, subject to increase under the terms of the designation (the Stated Value). As of December 31, 2025 and 2024, the aggregate and per-share amounts of arrearages in cumulative preferred dividends were $1,978,109 and $802,109, respectively. Per the terms of the Series C Preferred Stock designation, undeclared dividends increase the stated value of the instruments. 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 $20,000,000, which was payable to Intramont by (a) the issuance of 980,000 shares of Series C Preferred Stock, with a face value of $20.00 per share, for a total value of $19,600,000; and (b) $400,000 in cash, (i) with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or before November 30, 2024. The Company and Intramont had agreed to payment in full by December 31, 2024, of which $27,000 was paid as of December 31, 2024. 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 $156,642 remains due to Intramont in connection with the Cash Payments as of December 31, 2025, which the Company expects to pay over time, by way of expenses associated with the development of the Patents. **Common Stock** On October 5, 2024, the Company announced that the Board of Directors approved a reverse stock split of its common stock at a ratio of 1-to-15. The Reverse Stock Split was completed on October 16, 2024 and resulted in 32,019,354 issued and outstanding shares of common stock being reduced to 2,134,625 shares of common stock. 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 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. Unless otherwise noted, all references in the consolidated financial statements and notes to 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 200,000,000 shares of common stock, par value $0.0001 per share, of which 15,888,795 shares were issued and outstanding at December 31, 2025, and 3,245,641 shares were issued and outstanding at December 31, 2024. | F-28 | | | | | On January 15, 2025, pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $150,000 owed by the Company to Mill End 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 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 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 2 B MD 15,000 shares of common stock under the Companys 2022 Equity Incentive Plan. The shares were valued at $2.55 per share for a total of $38,250. 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 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 Alicia 15,000 shares of common stock under the Companys 2022 Equity Incentive Plan. The shares were valued at $2.55 per share for a total of $38,250. 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 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 Victoria 15,000 shares common stock under the Companys 2022 Equity Incentive Plan. The shares were valued at $2.55 per share for a total of $38,250. 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 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 Safaya 50,000 shares of common stock under the Companys 2022 Equity Incentive Plan. The shares were valued at $2.55 per share for a total of $127,500. 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 125,000 shares of common stock (for a total of 225,000 shares of common stock) under the Second Amended and Restated Mangoceuticals, Inc. 2022 Plan. The additional shares were valued at $2.55 per share for a total of $318,750. 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 650,000 shares of the Companys restricted common stock (the Propre Shares) and 1% of the gross sales revenue we generate during the term of the MDA. The MDA has a term of three years, renewable thereafter for up to three additional one year terms, provided that neither party provides the other notice of termination at least 90 days prior to the renewal date, provided that Propre has a right of termination in the event we sell substantially all of our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches the MDA and fails to cure such breach within 90 days or becomes insolvent. The 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 MDA. | F-29 | | | | | On February 3, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 70,000 shares of common stock of the Companys restricted common stock from the Company 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 pursuant to which the purchaser agreed to purchase 155,555 shares of common stock of the Companys restricted common stock from the Company 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 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 20,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $4.25 per share for a total of $85,000. 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 72,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $4.25 per share for a total of $306,000. 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 10,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $4.25 per share for a total of $42,500. 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 140,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $210,000 aggregate exercise price and issued 140,000 shares of common stock to the prior holder on February 11, 2025. 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 100,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $150,000 aggregate exercise price and issued 100,000 shares of common stock to the prior holder on February 12, 2025. On February 12, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 216 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $237,600) into 105,600 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $2.25 per share. 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 80,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $120,000 aggregate exercise price and issued 80,000 shares of common stock to the prior holder on February 14, 2025. | F-30 | | | | | 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 200,000 shares of common stock of the Companys 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 $4.72 with a total value of $944,000 included in the $1,561,206 investor relations expenses on the statements of operations for the year ended, December 31, 2025. This amount is also included in the stock-based compensation on the statement of changes in stockholders equity and the statements of cash flows for the year ended, December 31, 2025. 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 Companys 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. 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 1,000,000 shares of the Companys restricted common stock (the Navy Shares) and 10% of the net sales revenue we generate during the term of the Navy MDA. The Navy MDA has a term of in perpetuity, provided that Navy has a right of termination in the event we sell substantially all of our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches the Navy MDA and fails to cure such breach within 90 days or becomes insolvent. The Navy 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 Navy MDA. 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 1,000,000 shares previously issued to Navy Wharf at $4.75 per share, or $4,750,000. The Company incurred no material early termination penalties in connection with the Rescission. On March 25, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $385,000) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 25, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 116 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $127,600) into 85,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 25, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 146 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $160,600) into 107,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 26, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 218 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $239,800) into 159,867 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. | F-31 | | | | | On March 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 74 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $63,800) into 42,533 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 260 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $286,000) into 190,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 58 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $81,400) into 54,267 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. 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 Companys 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 Companys 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 (i) 10,000,000, and (ii) an automatic increase on April 1st of each year for a period of six years commencing on April 1, 2026 and ending on (and including) April 1, 2032, in an amount equal to the lesser of (x) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year; and (y) 2,000,000 shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. This is also known as an evergreen provision. Notwithstanding the foregoing, no more than a total of 26,000,000 shares of common stock (or awards) may be issued or granted under the 2022 Plan in aggregate, and no more than 26,000,000 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options. On April 2, 2025, MAAB Global Ltd. (MAAB), the holder of $500,000 of debt owed to MAAB from the Company, which amount was previously owed to Barstool Sports Inc., and subsequently purchased by MAAB in January 2025, was converted into 333,333 shares of the Companys 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 December 31, 2025 is $-0-. On April 3, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $385,000) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. 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 6 months. In consideration for agreeing to provide the services under the agreement, the Company issued 2855322 Ontario 28,260 shares of common stock valued at $1.60 per share for a total of $45,216. | F-32 | | | | | Effective on April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Companys Board of Directors and approval by the Board of Directors, an aggregate of 335,000 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 Companys 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: SCHEDULE OF COMMON STOCK SHARES ISSUED TO OFFICERS AND DIRECTORS | Recipient | | Position With Company | | Shares | | | | Jacob D. Cohen | | Chief Executive Officer and Chairman | | | 200,000 | | | | Antonios Isaac | | President and Director | | | 60,000 | | | | Kenny Myers | | Director | | | 25,000 | | | | Alex Hamilton | | Director | | | 25,000 | | | | Lorraine DAlessio | | Director | | | 25,000 | | | 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 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 Luca 60,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $1.57 per share for a total of $94,200. 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 110,000 shares of common stock under the 2022 Plan. The additional shares were valued at $1.57 per share for a total of $172,700. 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 410,000 shares of common stock under the 2022 Plan. The additional shares were valued at $2.00 per share for a total of $820,000. 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 100,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $2.00 per share for a total of $200,000. 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 100,000 shares of common stock valued at $2.57 per share for a total of $257,000. On May 22, 2025, the Company and Arcstone agreed to cancel the agreement and cancellation of 50,000 shares of common stock valued at $2.57 per share for a total $128,500. On April 28, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. | F-33 | | | | | On May 1, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $330,000) into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. 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 200,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $1.69 per share for a total of $338,000. On May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the Settlement) between the Company, Jacob D. Cohen, the Companys 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 62,500 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 $1.69 per share for a total of $105,625. 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 120,000 shares of common stock under the 2022 Plan. The shares were valued at $1.48 per share for a total of $177,600. The Company will also pay a cash retainer of $25,000/month for Months 14 (JuneSeptember 2025); $30,000/month for Months 58 (October 2025January 2026); $35,000/month from Month 9 onward (February 2026+). 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 240,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $1.83 per share for a total of $439,200. 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 70,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $1.83 per share for a total of $128,100. 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 fair value of the warrants on the grant date was $66,635. | F-34 | | | | | 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 Companys 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. On June 2, 2025, a holder of Company warrants completed a cashless exercise of 294,643 equity-classified warrants, resulting in the issuance of 93,731 shares of common stock without paying cash proceeds. The warrants carried an exercise price of $1.50 per share and were exercised in accordance with a contractual net share settlement provision. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $2.20 per share on the relevant trading day, subtracted the exercise price of $1.50, and then multiplied the result by the number of warrants eligible for exercise, which was 294,643. This product was then divided by the VWAP of $2.20 to determine the final number of shares issued. This non-cash transaction removed 294,643 warrants from the Companys outstanding instruments and added 93,731 shares to common stock outstanding. The accounting impact was recorded within stockholders equity with no changes to cash or liabilities. The transaction was consistent with ASC 505-20 and reflects the Companys 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 224,981 shares of common stock pursuant to the cashless exercise of 699,143 equity-classified warrants. The warrants had an exercise price of $1.50 per share and were classified as equity instruments under ASC 505-20. The warrant holder elected to exercise the warrants on a cashless basis, surrendering 280,999 warrants in lieu of cash payment. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $2.20 per share on the relevant trading day, subtracted the exercise price of $1.50, and then multiplied the result by the number of warrants eligible for exercise, which was 699,143. This product was then divided by the VWAP of $2.20 to determine the final number of shares issued. The Company recorded: | | | An increase in Common Stock of $23; | | | | | An increase in APIC Common Stock of $23. | | 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 Companys Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. | F-35 | | | | | On June 5, 2025, the Company delivered an Advance Notice to the Purchaser and sold the Purchaser 100,000 shares of common stock pursuant to the terms of the ELOC for $1.9319 per share for a total of $193,190, net of fees, discounts and expenses. 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 100,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $150,000 aggregate exercise price and issued 100,000 shares of common stock. 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 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. 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 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 additional services under the agreement, the Company issued LSTM an additional 250,000 shares (for a total of 450,000 shares of common stock) and which were issued under the Companys 2022 Plan. The shares were valued at $1.51 per share for a total of $377,500. 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 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 Dr. Christianson 50,000 shares of common stock under the Companys 2022 Plan. The shares were valued at $1.49 per share for a total of $74,500. On July 16, 2025, Indigo Capital LP, which entity held a convertible promissory note in the principal amount of $500,000, converted the principal amount of such 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 convertible promissory note. On July 29, 2025, a holder of certain outstanding warrants of the Company, exercised warrants to purchase 198,000 shares of common stock with an exercise price of $1.50, for an aggregate of $297,000, and were issued 198,000 net shares of common stock. On August 26, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 161,290 shares of common stock of the Companys restricted common stock from the Company for a total of $250,000, $1.55 per share. The Subscription Agreement included customary representations and warranties of the Purchaser and the Company. 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 20,970 shares of common stock under the Companys 2022 Plan for outstanding fees that were due. The shares were valued at $1.96 per share for a total of $41,100. Amundson will be compensated $12,000 per month the services rendered. Amundson may elect to receive the Consulting Fee, in whole or in part, in shares of the Companys common stock (the Consulting Shares), in lieu of cash. Any such election must be made in writing and delivered to the Company within five (5) business days following the end of the applicable calendar month. The number of Consulting Shares to be issued shall be determined by dividing (i) the dollar amount of the Consulting Fee otherwise payable for such month by (ii) the closing price of the Companys common stock on the last trading day of such month. | F-36 | | | | | On August 29, 2025, the Company entered into four Subscription Agreements pursuant to which the purchasers agreed to purchase 548,386 shares of common stock of the Companys restricted common stock from the Company for a total of $850,000, $1.55 per share. The Subscription Agreements included customary representations and warranties of the Purchasers and the Company. Effective on September 9, 2025, the Company issued, after recommendation by the Compensation Committee of the Companys Board of Directors and approval by the Board of Directors, an aggregate of 900,000 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 Companys 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 | | | 500,000 | | | | Eugene Johnston | | Chief Financial Officer | | | 100,000 | | | | Kenny Myers | | Director | | | 100,000 | | | | Alex Hamilton | | Director | | | 100,000 | | | | Lorraine DAlessio | | Director | | | 100,000 | | | 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 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 additional services under the agreement and extending the agreement through September 9, 2026, the Company issued Luca an additional 500,000 shares (for a total of 560,000 shares of common stock) and which were issued under the Companys 2022 Plan. The additional shares were valued at $2.19 per share for a total of $1,095,000. 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 500,000 shares which were issued under the Companys 2022 Plan. The additional shares were valued at $2.19 per share for a total of $1,095,000. On September 16, 2025, a holder of the Companys Series B Convertible Preferred Stock converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $550,000) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On September 16. 2025, the Company issued 100,000 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 Companys 2022 Plan, were valued at $2.13 per share for a total of $213,000. 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 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 additional services under the agreement, the Company issued LSTM an additional 250,000 shares (for a total of 700,000 shares of common stock) and which were issued under the Companys 2022 Plan. The shares were valued at $2.16 per share for a total of $540,000. | F-37 | | | | | On October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $35,200) were converted by the holder into 23,467 shares of common stock at a conversion price of $1.50 per share. On December 2, 2025, we entered into a Consulting Agreement with Aleksander Kocot whereby Mr. Kocot 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 51,774 shares common stock and which were issued under the Companys 2022 Plan. The shares were valued at $1.16 per share for a total of $60,000. On December 19, 2025, the Company completed an offering of 1,430,502 shares of common stock at $1.295 per share and 500,000 pre-funded warrants at $1.29499 per warrant, with an exercise price of $0.000001, generating gross proceeds of $2,499,995. Offering costs totaled $285,000 for net funds to the Company of $2,224,995. On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $5 net of any expenses. **Options:** During the year ended December 31, 2022, the Company granted a total of options to purchase 83,333 shares of common stock of the Company, under the 2022 Plan, of which 50,000 were granted to Jacob Cohen, the Companys CEO, and 33,333 were granted to Jonathan Arango, the Companys then President and then COO, related to their respective employment agreement. The options have an exercise price of $16.50 per share, an original life of five years and vest at the annual renewal of their employment over three years. On May 1, 2023, the Company granted options to purchase 10,000 shares of common stock of the Company, under the 2022 Plan to Amanda Hammer, the Companys then COO, related to her employment agreement. The options have an exercise price of $16.50 per share, an original life of five years and vest at the annual renewal of their employment over three years. On December 28, 2023, the Company granted options to purchase 83,333 shares of common stock of the Company, under the 2022 Plan to Jacob Cohen, the Companys CEO, related to his employment agreement. The options have an exercise price of $4.80 per share, an original life of five years 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, 18,889 unvested options were forfeited upon resignation or termination of employment as an officer and director. Mr. Arango did not exercise his 14,444 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 13,333 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 $5.55 per share, an original life of three years and vested immediately. On September 9, 2025, the Company granted options to purchase 2,000,000 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 ten years, an exercise price of $2.30 per share, which was the closing sales price of the Companys common stock on September 9, 2025, the grant date; vest over 18 months with 500,000 of the options vesting upon grant and 500,000 of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohens 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. For the year ended December 31, 2025 and 2024, $1,168,280 and $248,682, respectively, have been recorded and included as stock-based compensation expense on the consolidated statement of operations. Mr. Cohen, Mr. Arango (former President and Director) and Ms. Hammer (former COO) are related parties. | F-38 | | | | | The following table summarizes common stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY | | | Options | | | Weighted Average Exercise Price | | | | Outstanding, December 31, 2023 | | | 176,666 | | | $ | 10.98 | | | | | | | | | | | | | | | Granted | | | 13,333 | | | $ | 5.55 | | | | Exercised | | | - | | | | - | | | | Expired / Forfeited | | | (33,333 | ) | | | 16.50 | | | | Outstanding, December 31, 2024 | | | 156,666 | | | $ | 9.34 | | | | | | | | | | | | | | | Granted | | | 2,000,000 | | | $ | 2.30 | | | | Exercised | | | - | | | | - | | | | Expired / Forfeited | | | - | | | | - | | | | Outstanding, December 31, 2025 | | | 2,156,666 | | | $ | 2.81 | | | | Exercisable, December 31, 2025 | | | 655,277 | | | $ | 3.95 | | | The weighted average exercise prices, remaining lives for options granted, and exercisable as of December 31, 2025 were as follows: SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE | | | | Outstanding Options | | | | | | | | | Exercisable Options | | | | Options Exercise Price Per Share | | | Shares | | | Life (Years) | | | Weighted Average Exercise Price | | | Shares | | | Weighted Average Exercise Price | | | | $ | 16.50 | | | | 60,000 | | | | 2.61 | | | $ | 16.50 | | | | 58,611 | | | $ | 16.50 | | | | $ | 4.80 | | | | 83,333 | | | | 2.99 | | | $ | 4.80 | | | | 83,333 | | | $ | 4.80 | | | | $ | 5.55 | | | | 13,333 | | | | 1.53 | | | $ | 5.55 | | | | 13,333 | | | $ | 5.55 | | | | $ | 2.30 | | | | 2,000,000 | | | | .97 | | | $ | 2.30 | | | | 500,000 | | | $ | 2.30 | | | As of December 31, 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: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS | Fair Value of common stock on measurement date | | $ | 30.47 4.31 | | | | Risk free interest rate | | | 4.13% - 4.10 | % | | | Volatility | | | 136.49% - 125.78 | % | | | Dividend Yield | | | 0 | % | | | Expected Term | | | 5.75 - 3.0 | | | | | (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 Companys 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. | | **Warrants:** In August 2022, the Company initiated a private placement of up to $2 million of units to accredited investors, with each unit consisting of one-fifteenth of a share of common stock and a warrant to purchase one-fifteenth of one share of common stock, at a price of $1.00 per unit (the Private Placement Warrants). The warrants have a five-year term (from each closing date that units were sold) and an exercise price of $15.00 per share. In total, we sold an aggregate of 2,000,000 units for $2,000,000 to 23 accredited investors between August 16, 2022 and December 22, 2022. There were Private Placement Warrants to purchase 65,033 and 65,033 shares of common stock outstanding as of December 31, 2025 and December 31, 2024, respectively. | F-39 | | | | | 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 5,833 shares of common stock with an exercise price of $75.00 per share, which were exercisable six months after the effective date of the registration statement filed in connection with the IPO (March 20, 2023) and expire five years after such effectiveness date, or March 20, 2028. The fair value of the warrants on the grant date was $31,995. 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 18,667 shares of common stock with an exercise price of $5.70 per share, which were exercisable six months after the effective date of the registration statement filed in connection with the follow-on offering (December 19, 2023) and expire five years after such effectiveness date. The fair value of the warrants on the grant date was $78,174. 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 2,800 shares of its common stock at an exercise price of $5.63, subject to adjustments. The warrants are 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. The warrants also include customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the warrants. The warrants and the shares of common stock underlying the warrants were registered as a part of the follow-on registration statement. The fair value of the warrants on the grant date was $12,086. On April 4, 2024, pursuant to the SPA with the Purchaser, the Company issued a common stock purchase warrant for the purchase of 220,000 shares of its common stock at an exercise price of $3.90 per share to the Purchaser. The warrant is exercisable at any time and from time to time, in whole or in part, until April 4, 2029. The fair value of the warrant on the grant date was $681,352. On June 28, 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 66,667 shares of its common stock at an exercise price of $7.50 per share to the Purchaser. The warrant is exercisable at any time and from time to time, in whole or in part, until June 28, 2029. The fair value of the warrant on the grant date was $260,750. On June 28 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 33,333 shares of its common stock at an exercise price of $15.00 per share to the Purchaser. The warrant is exercisable at any time and from time to time, in whole or in part, until June 28, 2029. The fair value of the warrant on the grant date was $122,341. 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. In consideration for agreeing to provide the services under the agreement, the Company agreed to pay $6,250 in cash and issue Levo 13,000 shares of restricted common stock under the 2022 Plan. The shares were valued at $4.35 per share for a total of $56,160. The Company also agreed to issue warrants to purchase 20,000 shares of common stock of the Company, based on certain milestones being met. The warrants will expire three years from the date of milestone being reached. The agreement contains customary confidentiality and non-solicitation provisions. None of the milestones had been met as of December 31, 2024. In accordance with ASC 718, we have calculated the fair value to be $68,170 on the grant date of August 22, 2024, using the Black-Scholes Valuation Model. As of the date of this Report, no milestones have been met and therefore no warrants have been issued to Levo pursuant to the agreement. From December 18 - 31, 2024, pursuant to the December 2024 SPAs, the Company issued a common stock purchase warrant for the purchase of 528,000 shares of its common stock at a weighted average exercise price of $2.62 per share to the December 2024 Purchasers. The warrant is exercisable at any time and from time to time, in whole or in part, until December 18 -31, 2029. The fair value of the warrants on the grant date was $1,193,887. | F-40 | | | | | 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, 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 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. The fair value of the warrants on the grant date was $2,226,602. 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 140,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $210,000 aggregate exercise price and issued 140,000 shares of common stock to the prior holder on February 11, 2025. 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 100,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $150,000 aggregate exercise price and issued 100,000 shares of common stock to the prior holder on February 11, 2025. 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 80,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $120,000 aggregate exercise price and issued 80,000 shares of common stock to the prior holder on February 14, 2025. On June 2, 2025, the Company completed a cashless exercise of 294,643 equity-classified warrants, resulting in the issuance of 93,731 shares of common stock without receiving cash proceeds. The warrants carried an exercise price of $1.50 per share and were exercised in accordance with a contractual net share settlement provision. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $2.20 per share on the relevant trading day, subtracted the exercise price of $1.50, and then multiplied the result by the number of warrants eligible for exercise, which was 294,643. This product was then divided by the VWAP of $2.20 to determine the final number of shares issued. This non-cash transaction removed 294,643 warrants from the Companys outstanding instruments and added 93,731 shares to common stock outstanding. The accounting impact was recorded within stockholders equity with no changes to cash or liabilities. The transaction was consistent with ASC 505-20 and reflects the Companys 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 224,981 shares of common stock pursuant to the cashless exercise of 699,143 equity-classified warrants. The warrants had an exercise price of $1.50 per share and were classified as equity instruments under ASC 505-20. The warrant holder elected to exercise the warrants on a cashless basis, surrendering 280,999 warrants in lieu of cash payment. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $2.20 per share on the relevant trading day, subtracted the exercise price of $1.50, and then multiplied the result by the number of warrants eligible for exercise, which was 699,143. This product was then divided by the VWAP of $2.20 to determine the final number of shares issued. | F-41 | | | | | The Company recorded: | | | An increase in Common Stock of $23; and | | | | | | | | | | An increase in APIC Common Stock of $23. | | 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 100,000 shares of common stock with an exercise price of $1.50 per share. The Company received the $150,000 aggregate exercise price and issued 100,000 shares of common stock. On July 29, 2025, a holder of certain outstanding warrants of the Company, exercised warrants to purchase 198,000 shares of common stock with an exercise price of $1.50, for an aggregate of $297,000, and was issued 198,000 net shares of common stock. On December 19, 2025, the Company completed an offering of 1,430,502 shares of common stock at $1.295 per share and 500,000 pre-funded warrants at $1.29499 per warrant, with an exercise price of $0.000001, generating gross proceeds of $2,499,995. Offering costs totaled $285,000 for net funds to the Company of $2,224,995. On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $5 net of any expenses. As part of the offering, the Company also issued 1,930,502 warrants with an exercise price of $1.4245 that expire on December 18, 2030. In accordance with ASC 718, we have calculated the fair value to be $967,845 on the grant date, using the Black-Scholes Valuation Model. As of December 31, 2025 and December 31, 2024, the fair value of warrants outstanding was $3,579,121 and $2,611,413, respectively. The warrants fair value was assessed on the grant date. During the year ended December 31, 2025, there were 3,413,211 warrants to purchase common stock issued at a fair value of $4,407,618 on the grant date. The following table summarizes common stock warrants activity: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY | | | Warrants | | | Weighted Average Exercise Price Per Share | | | | Outstanding, December 31, 2023 | | | 89,533 | | | $ | 16.95 | | | | | | | | | | | | | | | Granted | | | 850,800 | | | $ | 5.75 | | | | Exercised | | | - | | | | - | | | | Expired | | | - | | | | - | | | | Cancelled | | | - | | | | - | | | | Outstanding, December 31, 2024 | | | 940,333 | | | $ | 5.08 | | | | | | | | | | | | | | | Granted | | | 3,413,211 | | | $ | 1.47 | | | | Exercised | | | 1,425,143 | | | $ | 1.26 | | | | Expired | | | - | | | | - | | | | Cancelled | | | - | | | | - | | | | Outstanding, December 31, 2025 | | | 2,928,401 | | | $ | 1.98 | | | | Exercisable, December 31, 2025 | | | 2,928,401 | | | $ | 1.98 | | | | F-42 | | | | | The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of December 31, 2025, were as follows: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | | | | Outstanding and Vested Warrants | | | | Weighted Average Warrant Exercise Price Per Share | | | Shares | | | Life (Years) | | | | $ | 1.98 | | | | 2,928,401 | | | | 5.22 | | | As of December 31, 2025, warrants to purchase 2,298,401 shares of common stock are outstanding and vested, and the vested stock warrants have a weighted average remaining life of 5.22 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: SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS | Fair Value of common stock on measurement date | | $ | 10.90 - $0.50 | | | | Risk free interest rate | | | From 4.59% to 3.42 | % | | | Volatility | | | From 238.00% to 106.62 | % | | | Dividend Yield | | | 0 | % | | | Expected Term | | | 3 - 5 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 Companys peer group. | | | | (3) | The Company does not expect to pay a dividend in the foreseeable future. | | **** **Note 9 Debt Extinguishment** On December 19, 2025, the Company prepaid in full its outstanding promissory notes with The Tiger Cub Trust. The notes had original principal balances of $100,000 and $75,000, bore interest at 18% per annum, and was scheduled to mature on May 2, 2026 and December 4, 2026, respectively. In connection with the early repayment, the Company paid $118,000 and $88,500, which included the principal amount of $100,000 and $75,000 and a make-whole premium of $18,000 $13,500, respectively, as required under the terms of the agreement. Accrued interest of $11,550 and $563, respectively, was also settled as part of the payoff. Under ASC 470-50, Debt Modifications and Extinguishments, the prepayment is accounted for as a debt extinguishment because the Company settled the liability prior to its contractual maturity. The Company derecognized the carrying amount of the note and related accrued interest and recorded the difference between the cash paid and the carrying amount as a loss on extinguishment of debt in the consolidated statement of operations. The loss recognized was $19,388, calculated as follows: SCHEDULE OF DEBT EXTINGUISHMENT | Description | | Amount | | | | Cash paid | | $ | 206,500 | | | | Less: Carrying amount | | $ | 187,113 | | | | Loss on extinguishment | | $ | 19,388 | | | The loss on extinguishment is presented within Other (income) expense, net for the year ended December 31, 2025. This amount is excluded from operating income and EBITDA. The cash outflow related to this transaction is reflected in financing activities in the consolidated statement of cash flows. **** | F-43 | | | | | **NOTE 10 GOING CONCERN** These 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 consolidated financials, the Company had a net loss of $20,643,455 for the year ended December 31, 2025 and an accumulated deficit of $40,647,480 as of December 31, 2025. The Company will need to raise additional capital to successfully execute its business plan of which there can be no assurance. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing shareholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity, or force us to abandon our business plan. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the 12 months from date of issuance of this filing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **NOTE 11 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 Companys 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 Lillys 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 courts 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 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) attorneys 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 2nd 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 $20,000 in cash (the Settlement Amount) and the Company agreeing to refrain from marketing and selling its Tirzepatide based TRIM products on its MangoRx.com website in the future. The Company paid the Settlement Amount on June 27, 2025 and has been settled in full. | F-44 | | | | | 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 $1,000,000 in cash and warrants for various financial advisory related services for transactions in which the Company did not engage or retain any financial advisor and in which the Company entered into on its own accord. Furthermore, all transactions in which they are claiming fees transpired after the Right of First Refusal provision of the Boustead Agreement terminated on or around March 20, 2024. The Company believes this is an ill-willed attempt for Boustead to receive fees in which they are not entitled and that this claim has no basis or merit. The Company intends to vigorously defend itself against this claim with FINRA through arbitration. On May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the Settlement) between the Company, Jacob D. Cohen, the Companys 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 62,500 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 $105,625. 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 $10,000 per month. Pursuant to the Isaac Consulting Agreement, we agreed to reimburse Mr. Isaacs expenses, subject to pre-approval for any expense greater than $500. On July 1, 2025, Mr. Antonios Isaac, the Companys 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 1st 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. Pursuant to the 1st 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 Companys common stock at a conversion price of $1.50 per share. See Note 7 for further details regarding the request to convert the Note to shares of common stock. **** **** On August 6, 2025, the Company filed a lawsuit in the 191st Judicial District Court of Dallas, County in Dallas, Texas against its former technology consulting and software development firm, Clarity Ventures, Inc. (Clarity). The Company alleges that Clarity failed to deliver a fully functional, HIPAA-compliant enterprise resource planning (ERP) and eCommerce platform that Clarity had been engaged to design and implement in support of the Companys operations. The lawsuit seeks damages exceeding $73 million, exclusive of interest, costs, and attorneys fees. Clarity has denied the Companys allegations and has asserted counterclaims related to alleged unpaid invoices. The Company believes these counterclaims are unwarranted, as all binding and required payments under the applicable agreements were made in full prior to disengaging from Claritys services. The Company intends to vigorously pursue its claims and defend against the counterclaims through the litigation process. As of the date of this report, the Company has filed with the courts its first set of interrogatories, requests for production, and requests for admissions. **** **** **RELATED PARTIES** On January 28, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Companys 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 $1,800 to $3,500 on a full-time basis per virtual professional. The agreement has a term beginning on January 15, 2025, and continuing until either party provides the other at least 30 days prior written notice. The agreement includes customary confidentiality requirements of the parties, indemnification requirements, and other provisions. 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 Companys then Chief Operating Officer (the Hammer Amendment). Pursuant to the Hammer Amendment, Ms. Hammers 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. Hammers compensation was increased to $180,000 per year, effective February 1, 2025; and the Company agreed to pay Ms. Hammer a cash bonus of $15,000 within 30 days of the effective date of the Hammer Amendment. On October 27, 2025, the Company entered into a Separation Agreement with its then Chief Operating Officer, Amanda Hammer (Hammer), pursuant to which (i) Hammers 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 Hammers regular compensation rate (the Separation Payment). | F-45 | | | | | 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 4,892,906 shares of Mango & Peaches, a subsidiary of the Company, common stock (the M&P Stock); (b) increase Mr. Cohens base yearly compensation to $420,000 per year (from $360,000 per year); (c) increase the monthly office allowance payable to Mr. Cohen to $10,000 (from $7,500); and (d) increase the monthly car allowance payable to Mr. Cohen to $5,000 per month (from $2,500). At year end December 31, 2025, the Company had overpaid the car allowance by $20,056, reflected as due from related party on the financial statements. **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 2,201 square feet of office space located at 15110 Dallas Parkway, Suite 600, Dallas, Texas 75248 to serve as the Companys main headquarters (the Lease Agreement). The Lease Agreement has a term of thirty-eight (38) months and has a monthly base rent of $5,777.63, or $31.50 per square foot, from months 3-18 and increases at the rate of $1 per square foot per annum until the end of the lease term (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, hazard and liability insurance and common area maintenance costs for the building at the rate of 2.45% (the Proportionate Rent). Upon the execution of the Lease Agreement, the Company agreed to prepay the first full months Base Rent along with a security deposit equal to $16,942. The lease expired on November 30, 2025 and was not renewed. As of December 31, 2025, the deposit was not returned. 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 6% to estimate the present value of the right-of-use liability. The Company has right-of-use assets of $-0- and operating lease liabilities of $-0- as of December 31, 2025. Operating lease expense for the year ended December 31, 2025 was $62,120. The Company has recorded $0 in impairment charges related to right-of-use assets during the year ended December 31, 2025. 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 months 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. | F-46 | | | | | 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 8% to estimate the present value of the right-of-use liability. The Company has right-of-use assets of $307,861 and operating lease liabilities of $307,823 as of December 31, 2025. Operating lease expense for the year ended December 31, 2025 was $6,141. The Company has recorded $0 in impairment charges related to right-of-use assets during the year ended December 31, 2025. SCHEDULE OF MATURITY OF LEASE LIABILITIES | Maturity of Lease Liabilities at December 31, 2025 | | Amount | | | | 2026 | | $ | 73,697 | | | | 2027 | | | 73,697 | | | | 2028 | | | 73,697 | | | | Later years | | | 141,253 | | | | Total lease payments | | | 362,344 | | | Less: Imputed interest | | | (54,522 | ) | | | Present value of lease liabilities | | $ | 307,822 | | | **NOTE 12 - INCOME TAXES** The U.S. statutory federal corporate income tax rate is 21% for the years ended December 31, 2025 and 2024. The Company records tax positions as liabilities in accordance with ASC 740 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2025 and 2024, the Company has not recorded any uncertain tax positions in its financial statements. The following table presents the components of income tax expense for the years ended December 31, 2025 and 2024: SCHEDULE OF INCOME TAX EXPENSE | | | 2025 | | | 2024 | | | | | | For the years ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Profit (loss) before income taxes | | $ | (20,643,455 | ) | | $ | (8,707,226 | ) | | | US Fed Income Tax rate | | | 21.00 | % | | | 21.00 | % | | | Income taxes computed at Fed Income Tax rate | | | (4,335,125 | ) | | | (1,828,517 | ) | | | Reconciling items: | | | | | | | | | | | Tax effect of income that is not taxable | | | | | | | | | | | Tax effect of expenses that are not deductible* | | | | | | | | | | | Change in valuation allowance | | | 4,335,125 | | | | 1,828,517 | | | | | | | | | | | | | | | Income tax expense | | $ | | | | $ | | | | SCHEDULE OF DEFERRED TAX ASSET | | | 2025 | | | 2024 | | | | | | For the years ended December 31, | | | | | | 2025 | | | 2024 | | | | Current | | $ | - | | | | - | | | | Deferred | | $ | - | | | | - | | | | Provision for income taxes, net of valuation allowance | | $ | - | | | | - | | | The following table presents the significant components of the Companys deferred tax assets as of December 31, 2025 and 2024: ****SCHEDULE OF DEFERRED TAX ASSETS | | | As of December 31, 2025 | | | As of December 31, 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss carryforwards | | $ | 5,085,064 | | | $ | 3,076,580 | | | | Stock-based compensation | | | 2,761,382 | | | | 947,164 | | | | Depreciation | | | 2,087 | | | | 6,692 | | | | Amortization of intangible assets | | | 3,854 | | | | 3,854 | | | | Total deferred tax assets | | | 7,852,386 | | | | 4,034,291 | | | | Less: valuation allowance | | | (7,852,386 | ) | | | (4,034,291 | ) | | | Deferred tax assets, net | | $ | - | | | $ | - | | | The Company has established a full valuation allowance against its net deferred tax assets as it is more likely than not that such assets will not be realized based on the Companys history of operating losses. The valuation allowance increased by approximately $4,335,125 during the year ended December 31, 2025. The Company has net operating loss carryforwards of approximately $24,214,592 as of December 31, 2025. These carryforwards were generated after December 31, 2017 and therefore do not expire under current U.S. tax law; however, their annual utilization is limited to 80% of taxable income in any given year. The utilization of these net operating loss carryforwards may be further limited pursuant to Section 382 of the Internal Revenue Code as a result of cumulative changes in ownership. No formal Section 382 study has been completed, and accordingly, the extent of any such limitation has not been quantified. If a limitation exists, the Companys ability to utilize its net operating loss carryforwards in any given year could be reduced or eliminated. As of December 31, 2025 and 2024, the Company had no income tax payable. | F-47 | | | | | **NOTE 13 SUBSEQUENT EVENTS** The Company evaluates events that have occurred after the consolidated balance sheet date but before the consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events: On January 1, 2026, we entered into a Third 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 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 additional services under the agreement, the Company issued LSTM an additional 400,000 shares (for a total of 1,100,000 shares of common stock) and which were issued under the Companys 2022 Plan. The shares were valued at $0.74 per share for a total of $296,000. On January 12, 2026, we entered into another service agreement with Greentree. The Company and Greentree were previously party to a service agreement which expired pursuant to its terms on September 30, 2025. Since February 2015, Mr. Eugene M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022), has served as Audit Manager for Greentree. Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) assistance to the Company with compliance filings for the quarters ended March 31, 2026, June 30, 2026, September 30, 2026, and the year ended December 31, 2025, including the consolidation structure and entries as well as assistance with United States Generally Accepted Accounting Principles (US GAAP) footnotes; (b) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the Securities and Exchange Commission (the SEC); (c) providing necessary consulting services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its attorneys, certified public accountants and transfer agent; and (d) preparing and filing the Companys tax returns with the Internal Revenue Service for the 2025 tax year. The Company agreed to issue Greentree 40,000 shares of the Companys restricted common stock upon the parties entry into the agreement (fully-earned upon issuance), and to pay Greentree $40,000 in cash, payable as follows: (a) $20,000 on or before January 15, 2026; and (b) $20,000 on or before March 31, 2026. We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentrees activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company. The 40,000 shares were issued to Greentree at a price of $0.785 per share for a total of $31,400. The Service Agreement continued in effect through November 14, 2026, but may be terminated earlier with 45 days notice from the Company to Greentree, provided that in the event the Company terminates the agreement prior to the end of the Term, the entire cash fee due during the term of the Service Agreement is immediately due and payable. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. Concurrent with the Greentree service agreements described above, Mr. Johnston also maintains a separate personal consulting agreement with the Company pursuant to which he serves as the Companys Chief Financial Officer. Under his personal consulting agreement. Mr. Johnston does not receive any compensatory benefit from the agreement with Greentree. Mr. Johnstons personal compensation is separately disclosed in Item 11 Executive Compensation. The Companys Audit Committee has reviewed and approved both the Greentree service agreements and Mr. Johnstons personal consulting arrangement on arms-length terms. On January 22, 2026, we entered into a Consulting Agreement with Muhammad Azfar (Azfar) whereby Azfar agreed to provide general 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 consulting services under the agreement, the Company issued Azfar 75,000 shares which were issued under the Companys 2022 Plan. The shares were valued at $0.537 per share for a total of $40,275. On March 13, 2026, the Company issued at total of 313,625 shares of the Companys common stock to and among eight (8) employees and contractors as a bonus and for services rendered for its subsidiary, Mango & Peaches Corp. The shares were not subject to any vesting requirements and were issued under the Companys 2022 Plan. The shares were issued at a price of $0.384 per share for a total of $120,463. On March 16, 2026, we entered into a Consulting Agreement with Gatorland Holdings, LLC (Gatorland) whereby Gatorland agreed to provide general business advisory and consulting services for specifically related to its subsidiary, Mango & Peaches Corp and 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 consulting services under the agreement, the Company issued Gatorland 250,000 shares which were issued under the Companys 2022 Plan. The shares were issued at a price of $.404 per share for a total of $101,000. On March 16, 2026, upon the recommendation of the compensation committee of the Board of Directors of the Company, and pursuant to the authority provided to the Board pursuant to the terms of the Companys 2022 Equity Incentive Plan, as amended and restated, which has previously been approved by the stockholders of the Company, the Board approved an option repricing (the Repricing) of the outstanding stock options held by the Companys Chief Executive Officer and Chairman, Jacob Cohen, as of March 16, 2026. As permitted under the terms of the Companys equity plans, the exercise price of each outstanding stock option with an exercise price held by Mr. Cohen was reduced to an amount which exceeded the closing price of the Companys common stock on the Effective Date, which was $0.45 per share (the New Exercise Price). In total the following options held by Mr. Cohen were re-priced to have an exercise price equal to the New Exercise Price: (a) options to purchase 50,000 shares of the Companys common stock with an original exercise price of $16.50 per share, granted to Mr. Jacob Cohen on August 31, 2022; (b) options to purchase 83,333 shares of the Companys common stock with an original exercise price of $4.80 per share, granted to Mr. Cohen on December 28, 2023; and (c) options to purchase 2,000,000 shares of the Companys common stock with an original exercise price of $2.30 per share, granted to Mr. Cohen on September 9, 2025. On March 20, 2026 and effective on October 1, 2025, the Company entered into a Consulting agreement with Mr. Johnston, the Companys Chief Financial Officer, pursuant to which Mr. Johnston agreed to serve as the Chief Financial Officer of the Company and to provide services to the Company as reasonably requested during the term of the Consulting Agreement, which is 12 months. As consideration for the services to be provided by Mr. Johnston under the Consulting Agreement, the Company agreed to pay him (a) $4,000 per month and increasing to $6,000 per month effective March 1, 2026; Pursuant to the Consulting Agreement, we agreed to reimburse Mr. Johnstons expenses, subject to pre-approval for any expense greater than $500. The Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties; (ii) with written notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30 days; or (iii) by Mr. Johnston, at any time, for any reason. The Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to customary exceptions. Further, Mr. Johnston is subject to certain non-solicitation covenants during the term of the agreement and for 12 months thereafter. Mr. Johnston is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee and/or Board of Directors. Mr. Johnstons compensation under the Consulting Agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended Consulting Agreement. | F-48 | | | | | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. *Disclosure controls and procedures* The Companys Chief Executive Officer (the principal executive officer) and Chief Financial Officer (principal financial/accounting officer) have evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of December 31, 2025, the Companys disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures. *Managements Annual Report on Internal Control over Financial Reporting* The management of the Company is responsible for the preparation of the consolidated financial statements and related financial information appearing in this Annual Report on Form 10-K. The consolidated financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A companys internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: | | | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; | | | | | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and | | | | | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements. | | With the participation of the Chief Executive Officer (the principal executive officer) and the Companys Chief Financial Officer (the principal financial/accounting officer), our management evaluated the effectiveness of the Companys internal control over financial reporting as of December 31, 2025, the end of the period covered by this Report, based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025, with exceptions for segregation of duties over journal entries and our lack of appropriate pre and post migration set-up/assessment. As of the three months ending March 31, 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. | 97 | | | | | This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only managements report in this annual report. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act is a provision that permanently exempts smaller public companies that qualify as either a Non-Accelerated Filer or Smaller Reporting Company from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002. ** *Changes in Internal Control over Financial Reporting* There have been no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. *Limitations on the Effectiveness of Controls* 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. Item 9B. Other Information. *(b) 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 December 31, 2025, none of the Companys directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. | 98 | | | | | **** PART III Item 10. Directors, Executive Officers and Corporate Governance. **Executive Officers and Directors** The following table sets forth information with respect to persons who are serving as directors and executive officers of the Company as of February 28, 2026. | Name | | Position | | Age | | Director Since | | | Jacob D. Cohen | | Chairman and Chief Executive Officer | | 47 | | October 2021 | | | Eugene M. Johnston | | Chief Financial Officer | | 62 | | | | | Lorraine DAlessio | | Director | | 46 | | October 2022 | | | Alex P. Hamilton | | Director | | 53 | | October 2022 | | | Dr. Kenny Myers | | Director | | 59 | | October 2022 | | **Business Experience** The following is a brief description of the education and business experience of our directors and executive officers. **Jacob D. Cohen Chairman and Chief Executive Officer** Jacob Cohen is a serial entrepreneur, corporate finance and executive management professional with over 20 years of investment banking and capital markets experience having started and growing multiple companies in various industry sectors including marketing, advertising, healthcare, IT and financial services. Prior to founding the Company, Mr. Cohen was the co-founder and managing partner of several boutique investment bank and strategic advisory firms where he advised both early and later stage companies in raising capital in the form of debt and/or equity and in both private and public markets. Prior to his experiences in investment banking, Mr. Cohen served as the Chief Financial Officer of The Renewed Group, Inc., a manufacturer, wholesaler and retailer of eco-friendly and sustainable apparel primarily made from recycled textiles and under the brand name REUSE JEANS from 2010 through the end of 2013. Further, Mr. Cohen served from 2008 through 2010 as Executive Vice President and Controller of Metiscan, Inc., a publicly-traded company, and as the President and Chief Executive Officer of one of its subsidiaries, Shoreline Employment Services, Inc. During his tenure at Metiscan, Mr. Cohen was instrumental in restructuring, reorganizing and operating the company and its five subsidiaries, and successfully raised over $8 million in equity financing for growth capital. Mr. Cohen also spearheaded the companys financial audit process and managed its various filings with the SEC. From 2007 through 2008, Mr. Cohen served as the Chief Operating Officer of Artfest International, which he assisted in taking public at the end of 2007. Throughout his career, Mr. Cohen was involved in starting many new ventures, including The AdvertEyes Network, a digital signage advertising company where he served as founder and CEO. Other positions include investment advisor and institutional equity research analyst for Solomon Advisors and Huberman Financial, securities broker-dealers, from 2003 through 2005, and investment banker for Allegiance Capital, a middle market investment bank specializing on mergers and acquisitions, from 2005-2007. Mr. Cohen holds a Bachelor of Arts in International Economics and Finance from Brandeis University in Waltham, Massachusetts. Mr. Cohen has served as Chief Executive Officer of the Company since October 2021, as a director from October 2021 to present, and as Chairman from September 2022 to present. Mr. Cohen also currently serves as the Chief Executive Officer and Director of 1776 Acquisition Corp where he has held this position since October 2025. Mr. Cohen also served as a director of American International, a publicly-traded company which was the majority owner and parent to Epiq Scripts, LLC prior to February 15, 2023, and which is the former sole owner of the Company, having fully divested its ownership in June 2022. Mr. Cohen served as Chief Executive Officer and President of American International from April 2019 to March 2023. Cohen also serves as Chief Executive Officer of Ronin Equity Partners, Inc., a private investment company, which role he has held since August 2016. Mr. Cohen also serves as the Chief Executive Officer of Cohen Enterprises, Inc., a private investment company, which position he has held since November 2013. Since February 15, 2023, Mr. Cohen has owned 51% of and controlled, Epiq Scripts. Mr. Cohen has served as the co-Manager of Epiq Scripts since January 2022. | 99 | | | | | We believe that Mr. Cohens extensive background in investment banking, public company management and corporate finance makes him well qualified to serve on the Board of Directors. **Eugene M. Johnston Chief Financial Officer** Mr. Johnston has served as Chief Financial Officer of the Company since October 2022. Mr. Johnston also currently serves as the Chief Financial Officer and Director of 1776 Acquisition Corp, alongside our where he has held this position since October 2025. Since February 2015, Mr. Johnston has served as Audit Manager for Greentree Financial Group, Inc., an accounting and auditing firm. From August 1999 to September 2014, Mr. Johnston served as Chief Executive Officer of Peoplesway.com, Inc., a skincare and nutritional products company, and from August 1999 to September 2014, Mr. Johnston served as a member of the Board of Directors of Peoplesway.com, Inc. From January 1989 to July 1999, Mr. Johnston served as Chief Executive Officer of RMC Group, Inc., a skincare and nutritional products company. Prior to that, from April 1987 to January 1989, Mr. Johnston served as Vice President of Sales Administration at WeCare Distributors, Inc., a skincare and nutritional products company. Mr. Johnston received a Bachelors in Science in Business Administration from the University of North Carolina Charlotte. **Independent Directors** **Lorraine DAlessio Director** Lorraine DAlessio was elected as a director of the Company effective October 14, 2022. From January 2022 to March 2023, Ms. DAlessio has served as a member of the Board of Directors and member of the Audit Committee of the Board of Directors of American International. Since 2010, Ms. DAlessio has served as CEO and Managing Partner at DAlessio Law Group, PLC, a law firm in Beverly Hills, California which provides immigration and entertainment law services. In that capacity, she has provided counsel to entertainment agencies, unions, private companies, academic institutions, tech startups, entrepreneurs and enterprises including: Next Models, Food Network, SubPac, Pepperdine University, ACTRA, New York Film Academy, Plug and Play, Expert Dojo, and 500 Startups. Ms. DAlessio was named the 2017 Leader in Law by the Los Angeles Business Journal and is the recipient of the 2018 Enterprising Woman Award. Since 2016, Ms. DAlessio has also served on the board of directors of Artists for Change, a non-profit organization which focuses on creating high impact film, television, and multimedia projects to inspire individuals, organizations, and communities to bring about positive social change. From 2005 to 2007, Ms. DAlessio served as a policy analyst and advisor for the government of Ontario, Canada. Ms. DAlessio received her Bachelors degree in International Relations from the University of Toronto in 2005, a Masters of Public Policy in Public Policy Administration from Queens University, in Kingston, Ontario in 2006, and a Juris Doctorate degree from Southwestern Law School in Los Angeles, California in 2010. The Board of Directors believes that Ms. DAlessio is well qualified to serve on the Board of Directors because of her legal expertise and extensive knowledge of corporate governance and controls. **Alex P. Hamilton Director** Alex P. Hamilton was elected as a director of the Company effective October 14, 2022. | 100 | | | | | In April 2016, Mr. Hamilton founded Hamilton Laundry, a boutique laundromat that serves high-end luxury commercial companies, and has served as its chief executive officer since then. He has also served as Chief Executive Officer of Hamilton Strategy Group, Inc., a consulting firm, since November 2014. Mr. Hamilton is also the Co-Founder of Donald Capital LLC, a FINRA registered investment banking firm, and has served as its president since May 2019. Since May 2021, Mr. Hamilton has served as a member of the Board of Directors, the Chairman of the Audit Committee and member of the Corporate Governance and Nominating Committee of Addentax Group Corp. (ATXG:Nasdaq), an integrated service provider focusing on garment manufacturing, logistics service, property management and subleasing, and epidemic prevention supplies. From February 2017 to July 2019, Mr. Hamilton served as Chief Financial Officer of Hemp Logic, Inc. From December 2018 to February 2019, Mr. Hamilton served as the Interim Chief Financial Officer of ChineseInvestors.com, Inc. From December 2020 to July 2021, Mr. Hamilton served as a non-executive Board Member, Chairman of the Audit Committee and Member of the Nominating and Compensation Committee of Meiwu Technology Co., LTD (WNW:Nasdaq). Mr. Hamilton, served as the Chief Financial Officer and Director of CBD Biotech, Inc. from November 2018 to February 2021. From January 2015 to May 2019, Mr. Hamilton served as Senior Managing Director of Consilium Global Research. From November 2013 to November 2014, Mr. Hamilton was the president of Kei Advisors. From November 2012 to November 2013, Mr. Hamilton served as Senior Director of FTI Consulting, a management consulting company. Prior to that, Mr. Hamilton served as managing director of Early Bird Capital (August 2010 to September 2012) and Jesup & Lamont (July 2007 to February 2010), and as a Vice President of The Benchmark Company (February 2006 to July 2007). Mr. Hamilton holds his Series 7, 24 and 63 licenses. Mr. Hamilton received a Batchelors Degree in Economics from Brandeis University in Waltham, Massachusetts. The Board of Directors believes that Mr. Hamilton is well qualified to serve on the Board of Directors because of his extensive business knowledge, public company experience and experience serving in various positions with investment management firms. **Dr. Kenny Myers Director** Dr. Kenny Myers was elected as a director of the Company effective October 14, 2022. From January 2022 to March 2023, Dr. Myers has served as a member of the Board of Directors and Audit Committee of American International. Since March 2020, Dr. Myers has served as VP of Business Development for Living Fit Nation, Inc., a corporate wellness provider which designs and implements customized employee health and wellness programs for corporations around the United States. From March 2012 to February 2020, Dr. Myers worked as VP of Business Development at One Health Medical Systems, LLC, an integrated health services provider, where he was responsible for overseeing the planning, development and execution of the organizations marketing and advertising initiatives. From May 1998 to March 2012, Dr. Myers was CEO of Texas Physicians Network, a healthcare management company where he was responsible for the marketing and management of several urgent care centers, medical clinics and other related healthcare facilities. Dr. Myers received his Bachelor of Science degree in Microbiology from Oklahoma University in 1989, and a Doctor of Chiropractic Degree from Parker University in Dallas, Texas in 1996. The Board of Directors believes that Dr. Myers is well qualified to serve on the Board of Directors because of his background in the health services industry and his experience in business marketing and development. **Terms of Office of Officers and Directors** The term of office of our directors will expire at our next annual meeting of shareholders, subject to re-nomination and reappointment to the board by our shareholders. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our Bylaws as it deems appropriate. Our Bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board of Directors. | 101 | | | | | **Corporate Governance** **Family Relationships among Directors and Officers** There are no family relationships among our directors and executive officers. **Arrangements between Directors and Officers** To our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person, including directors, pursuant to which the officer was selected to serve as an officer or director. **** **Involvement in Certain Legal Proceedings** None of our executive officers or directors has been involved in any of the following events during the past ten years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law; (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member. **Board Leadership Structure** Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Companys shareholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer (CEO), Mr. Jacob D. Cohen. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. Mr. Cohen possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors time and attention are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear accountability and enhances the Companys ability to communicate its message and strategy clearly and consistently to our shareholders, particularly during periods of turbulent economic and industry conditions. | 102 | | | | | The Board of Directors believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure. The Board evaluates its structure periodically, as well as when warranted by specific circumstances, in order to assess which structure is in the best interests of the Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility to determine the leadership structure best suited to support the dynamic demands of our business. **Risk Oversight** Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The Board exercises direct oversight of strategic risks to us. Our Audit Committee reviews and assesses our processes to manage business and financial risk and financial reporting risk. It also reviews our policies for risk assessment and assesses steps management has taken to control significant risks. Our Compensation Committee oversees risks relating to compensation programs and policies. In each case management periodically reports to our Board or the relevant committee, which provides the relevant oversight on risk assessment and mitigation. The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to the Companys Board, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews, evaluates and recommends changes to the Companys corporate governance guidelines, and establishes the process for conducting the review of the Chief Executive Officers performance. While the Board and its committees oversee the Companys strategy, management is charged with its day-to-day execution. To monitor performance against the Companys strategy, the Board receives regular updates and actively engages in dialogue with management. **Other Directorships** No director of the Company is also a director of an issuer with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act), except for Mr. Alex Hamilton who serves as a member of the Board of Directors, the Chairman of the Audit Committee and member of the Corporate Governance and Nominating Committee, of Addentax Group Corp. (NASDAQ:ATXG). **** **Insider Trading Policy** **** The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Companys trading in its own securities, it is the Companys policy to comply with the federal securities laws and the applicable exchange listing requirements. **Policy on Timing of Equity Award Grants** **** The Compensation Committee and the Board have not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (MNPI) and do not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation. | 103 | | | | | **Committees of the Board** Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. **Board Committee Membership** Committee membership of the Board of Directors is as follows: | | | Independent | | Audit Committee | | Compensation Committee | | Nominating and Corporate Governance Committee | | | Jacob D. Cohen(1) | | | | | | | | | | | Lorraine DAlessio | | X | | M | | M | | C | | | Alex P. Hamilton | | X | | C | | | | | | | Dr. Kenny Myers | | X | | M | | C | | M | | | | (1) | Chairman of Board of Directors. | | | | C | Chairman of Committee. | | | | M | Member. | | **Audit Committee** We have established an Audit Committee of the Board of Directors. Ms. DAlessio, Mr. Hamilton and Dr. Meyers serve as members of our Audit Committee, and Mr. Hamilton chairs the Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. The Board of Directors has determined that each of Ms. DAlessio, Mr. Hamilton and Dr. Meyers meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. The Board has determined that Mr. Hamilton, is an audit committee financial expert (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America (GAAP) and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of Audit Committee functions. Mr. Hamilton has acquired these attributes as a result of his significant experience serving on the Board of Directors of various private and public companies and the Co-Founder and president of Donald Capital LLC, a FINRA registered investment banking firm. We have adopted an Audit Committee Charter, which details the principal functions of the Audit Committee, including: | | | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; | | | | | | | | | | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; | | | | | | | | | | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; | | | 104 | | | | | | | | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; | | | | | | | | | | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firms internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firms independence; | | | | | | | | | | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and | | | | | | | | | | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. | | The Audit Committee also has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent auditors and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee. **Compensation Committee and Nominating and Corporate Governance Committee** We have established a Compensation Committee of the Board of Directors. Ms. DAlessio and Dr. Meyers serve as members of our Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. Each of Ms. DAlessio and Dr. Meyers are independent, and Dr. Meyers chairs the Compensation Committee. We have adopted a Compensation Committee Charter, which details the principal functions of the Compensation Committee, including: | | | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, if any is paid by us, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; | | | | | | | | | | reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; | | | | | | | | | | reviewing on an annual basis our executive compensation policies and plans; | | | | | | | | | | implementing and administering our incentive compensation equity-based remuneration plans; | | | | | | | | | | assisting management in complying with our proxy statement and annual report disclosure requirements; | | | 105 | | | | | | | | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; | | | | | | | | | | if required, producing a report on executive compensation to be included in our annual proxy statement; and | | | | | | | | | | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | | The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. **Nominations for Directors** We have established a Nominating and Corporate Governance Committee. The members of our nominating and corporate governance are Ms. DAlessio and Dr. Meyers and Ms. DAlessio serves as chair of the Nominating and Corporate Governance Committee. The primary purposes of our Nominating and Corporate Governance Committee are to assist the board in: | | | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board of Directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the Board of Directors; | | | | | | | | | | developing, recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines; | | | | | | | | | | coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and management in the governance of the company; and | | | | | | | | | | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. | | The Nominating and Corporate Governance Committee is governed by a charter that complies with the rules of the Nasdaq. Our Nominating and Corporate Governance Committee will recommend to the Board of Directors candidates for nomination for election at the annual meeting of the shareholders. The Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. **** | 106 | | | | | **** **Director Independence** Nasdaq listing standards require that a majority of our Board of Directors be independent. An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the companys Board of Directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that all of our directors, other than Mr. Cohen and Mr. Isaac, are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. In assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated. **Website Availability of Documents** The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Business Conducts and Ethics can be found on our website at https://www.mangoceuticals.com/corporate-governance. Unless specifically stated herein, documents and information on our website are not incorporated by reference in this Report. **Meetings of the Board of Directors and Annual Meeting** During the fiscal year that ended on December 31, 2025, the Board held 35 meetings and took various other actions via the unanimous written consent of the Board of Directors and the various committees described above. All directors attended all of the Board of Directors meetings and committee meetings relating to the committees on which each director served during fiscal year 2025. The Company held an annual shareholders meeting on June 17, 2024, at which meetings all directors were present in person, via teleconference or via virtual attendance. Each director of the Company is expected to be present at annual meetings of shareholders, absent exigent circumstances that prevent their attendance. Where a director is unable to attend an annual meeting in person but is able to do so by electronic conferencing, the Company will arrange for the directors participation by means where the director can hear, and be heard, by those present at the meeting. **Executive Sessions of the Board of Directors** The independent members of our Board of Directors meet in executive session (with no management directors or management present) from time to time. The executive sessions include whatever topics the independent directors deem appropriate. **Shareholder Communications with the Board** A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Secretary, 17130 Dallas Parkway, Suite 245, Dallas, Texas 75248, who, upon receipt of any communication other than one that is clearly marked Confidential, will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked Confidential, our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. **Policy on Equity Ownership** The Company does not have a policy on equity ownership at this time. | 107 | | | | | **Policy against Hedging** The Company recognizes that hedging against losses in Company shares may disturb the alignment between shareholders and executives that equity awards are intended to build and as such, the Companys insider trading policy prohibits trading in options of the Company, such as put and call options, and selling stock short. **Compensation Recovery** On October 26, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the Clawback Policy), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (Rule 10D-1), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the Final Clawback Rules). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (Covered Officers) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement. **** **Code of Ethics** We have adopted a Code of Ethical Business Conduct (Code of Ethics) that applies to all of our directors, officers and employees. We intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions in a Current Report on Form 8-K. There have been no waivers granted with respect to our Code of Ethics to any such officers or employees. **Whistleblower Protection Policy** The Company adopted a Whistleblower Protection Policy (Whistleblower Policy) that applies to all of its directors, officers, employees, consultants, contractors and agents of the Company. The Whistleblower Policy has been reviewed and approved by the Board. **Delinquent Section 16(a) Reports** Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership in our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file. Based solely on our review of copies of Section 16(a) of the Exchange Act reports filed by such persons, we believe that all filings required to be made under Section 16(a) during the twelve months ending December 31, 2025 were timely made, except that Lorraine DAlessio and Dr. Kenny Myers, our independent directors, Eugene Johnston, our Chief Financial Officer, and Jacob Cohen, our Chief Executive Officer, each inadvertently failed to timely disclose one transaction on Form 4 and as a result, each filed one Form 4 untimely and Alex P. Hamilton, our independent director, inadvertently failed to timely disclose two transactions on Form 4 and as a result two Form 4s were untimely filed. **** | 108 | | | | | **** Item 11. Executive Compensation. **Summary Executive Compensation Table** The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity for the years ended December 31, 2025 and 2024 (PEO), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers for the years ended December 31, 2025 and 2024, if any (subject to the limitations below); and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact that the individual was not serving as an executive officer at December 31, 2025 or 2024 (collectively, the Named Executive Officers). | Name and Principal Position | | Fiscal Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | | | Jacob D. Cohen | | 2025 | | | 400,000 | | | | - | | | | 1,464,000 | (3) | | | 4,063,120 | (11) | | | 136,250 | (8) | | | 6,246,872 | | | | CEO and Chairman | | 2024 | | | 320,000 | | | | - | | | | 280,000 | (4) | | | - | | | | 30,000 | (8) | | | 630,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jonathan Arango | | 2025 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Former President, Secretary and Director(9) | | 2024 | | | 41,000 | | | | - | | | | - | | | | - | | | | - | | | | 41,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Eugene M. Johnston | | 2025 | | | 46,000 | | | | - | | | | 230,000 | (5) | | | - | | | | - | | | | 276,000 | | | | CFO | | 2024 | | | 46,000 | | | | 10,000 | | | | 61,750 | (6) | | | - | | | | - | | | | 117,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amanda Hammer | | 2025 | | | 177,500 | | | | 15,000 | | | | - | | | | - | | | | - | | | | 192,500 | | | | Former COO(10) | | 2024 | | | 150,000 | | | | - | | | | 35,000 | (7) | | | - | | | | - | | | | 185,000 | | | | (1) | In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-based compensation accounting rules that are a part of generally accepted accounting principles in effect in the United States (as set forth in Financial Accounting Standards Boards Accounting Standards Codification Topic 718), but excluding the effect of any estimated forfeitures of such awards. The values in this column reflect the full grant date fair value of all equity awards granted during the year, although the awards are subject to vesting periods based on continued employment. | | | | | | | (2) | Does not include perquisites and other personal benefits or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. No executive officer serving as a director received any compensation for services on the Board of Directors separate from the compensation paid as an executive for the periods above. | | | | | | | (3) | In consideration for services rendered for the Company, Mr. Cohen was issued 200,000 shares of common stock as one time stock grant at a price of $1.57 per share on April 10, 2025. On September 9, 2025, Mr. Cohen was issued an additional 500,000 shares of common stock as a one-time stock grant at a price of $2.30 per share. | | | 109 | | | | | | (4) | On June 4, 2024, Mr. Cohen was issued 53,333 shares of common stock as one time stock grant at a price of $5.25 per share. | | | | | | | (5) | On September 9, 2025, Mr. Johnston was issued 100,000 shares of common stock as one time stock grant at a price of $2.30 per share. | | | | | | | (6) | On November 12, 2024, Mr. Johnston was issued 25,000 shares of common stock as one time stock grant at a price of $2.47 per share. | | | | | | | (7) | On June 4, 2024, Ms. Hammer was issued 6,667 shares of common stock as one time stock grant at a price of $5.25 per share. | | | | | | | (8) | Pursuant to Mr. Cohens employment agreement, Mr. Cohen is provided a car allowance of $2,500 per month for a total of $30,000 and office rental allowance of $7,500 per month and increased to $10,000 per month, for a total of $106,250 in 2025. At year end December 31, 2025, the Company had overpaid the car allowance by $20,056, reflected as due from related party on the financial statements. | | | | | | | (9) | Resigned as an officer and director of the Company on March 28, 2024. | | | | | | | (10) | Resigned as the Chief Operating Officer of the Company on October 22, 2025. | | | | | | | (11) | On September 9, 2025, the Company granted options to purchase 2,000,000 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 ten years, an exercise price of $2.30 per share, which was the closing sales price of the Companys common stock on September 9, 2025, the grant date; vest over 18 months with 500,000 of the options vesting upon grant and 500,000 of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohens continued service with the Company on such vesting date. | | **Outstanding Equity Awards at Fiscal Year-End** The following table sets forth information as of December 31, 2025 concerning outstanding equity awards for the executive officers named in the Summary Compensation Table. | | | Option Awards | | | Stock Awards | | | | Name | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Option Exercise price ($) | | | Option expiration date | | | Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested ($) | | | | Jacob D. Cohen | | | 50,000 | | | | - | | | $ | 16.50 | | | | 9/1/2027 | | | | - | | | $ | - | | | | | | | 83,333 | | | | - | | | | 4.80 | | | | 12/28/2028 | | | | - | | | $ | - | | | | | | | 500,000 | | | | 1,500,000 | (1) | | | 2.30 | | | | 9/9/2035 | | | | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Eugene M. Johnston | | | - | | | | - | | | $ | - | | | | - | | | | - | | | $ | - | | | | (1) | On September 9, 2025, the Company granted options to purchase 2,000,000 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 ten years, an exercise price of $2.30 per share, which was the closing sales price of the Companys common stock on September 9, 2025, the grant date; vest over 18 months with 500,000 of the options vesting upon grant and 500,000 of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohens continued service with the Company on such vesting date. | | | 110 | | | | | **Employment and Consulting Agreements** **Jacob D. Cohen, Chief Executive Officer** On August 31, 2022, we entered into an Executive Employment Agreement with Jacob D. Cohen. The agreement, which provides for Mr. Cohen to serve as our Chief Executive Officer, was effective September 1, 2022, and had a term extending through September 1, 2025, provided that the agreement automatically renews for additional one-year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement. Pursuant to the terms of the agreement, Mr. Cohens annual compensation package currently includes (a) a base salary of $300,000 per year ($180,000 per year through May 1, 2023), subject to automatic annual increases of $60,000 each year the agreement is in place, and subject to further increases as determined in the sole discretion of the Compensation Committee or the Board of Directors, and (b) a bonus payment to be determined in the sole discretion of the Compensation Committee or the Board of Directors in an annual targeted amount of 200% of his base salary (the Targeted Bonus), subject to the compliance by Mr. Cohen with performance goals that may be established by the Compensation Committee or the Board of Directors from time to time, provided no goals have been established to date, and that in the absence of performance goals, the amount of such bonus would be wholly determined in the discretion of the Compensation Committee or the Board of Directors. Mr. Cohen is also paid an automobile allowance of $1,500 per month during the term of the agreement and is eligible to participate in our stock option plan and other benefit plans. In consideration for agreeing to the terms of the agreement, Mr. Cohen received a sign-on bonus of options to purchase 750,000 shares of common stock of the Company, with an exercise price of $1.10 per share, with options to purchase 250,000 shares vesting every 12 months that the agreement is in effect. The options have a term of five years. Mr. Cohens compensation under his employment agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended employment agreement. Mr. Cohen may also receive bonuses from time to time, in the discretion of the Board and/or Compensation Committee in cash, stock, or options. The agreement prohibits Mr. Cohen from competing against us during the term of the agreement and for a period of 12 months after the termination of the agreement in any state and any other geographic area in which we or our subsidiaries provide Restricted Services or Restricted Products, directly or indirectly, during the 12 months preceding the date of the termination of the agreement. Restricted Services means the or mens wellness services and any other services and any other services that we or our subsidiaries have provided or are researching, developing, performing and/or providing at any time during the two years immediately preceding the date of termination, or which Mr. Cohen has obtained any trade secret or other confidential information about at any time during the two years immediately preceding the date of termination of the agreement. Restricted Products branded mens wellness products sold to consumers via a telemedicine platform and any other product and any other product, that we or our subsidiaries have provided or are researching, developing, manufacturing, distributing, selling and/or providing at any time during the two years immediately preceding the date the agreement is terminated, or which Mr. Cohen obtained any trade secret or other confidential information in connection with at any time during the two years immediately preceding the date of termination of the agreement. | 111 | | | | | We may terminate Mr. Cohens employment (a) for cause which means (i) Mr. Cohen materially breaches any obligation, duty, covenant or agreement under the agreement, which breach is not cured or corrected within 30 days of written notice thereof from the Company (except for breaches of the assignment of inventions or confidentiality/non-solicitation and non-compete provisions of the agreement, which cannot be cured and for which the Company need not give any opportunity to cure); or (ii) Mr. Cohen commits any act of misappropriation of funds or embezzlement; or (iii) Mr. Cohen commits any act of fraud; or (iv) Mr. Cohen is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; and, in the case of any of the above offenses, such offense casts reasonable doubt on Mr. Cohens ability to perform his duties going forward; (b) in the event Mr. Cohen suffers a physical or mental disability which renders him unable to perform his duties and obligations for either 90 consecutive days or 180 days in any 12-month period; (c) for any reason without cause; (d) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above, or (e) at any time without cause. The agreement also automatically terminates upon the death of Mr. Cohen. Mr. Cohen may terminate his employment (a) for good reason if there is (i) a material diminution in his authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Mr. Cohen is required to report, including, if applicable, a requirement that Mr. Cohen report to an officer or employee of the Company rather than reporting to the Board; (iii) a material breach by the Company of the agreement, or (iv) a material diminution in Mr. Cohens base salary; provided, however, prior to any such termination by Mr. Cohen for good reason, Mr. Cohen must first advise us in writing (within 90 days of the occurrence of such event) and provide us 30 days to cure, after which in the event we do not cure the issue leading to such good reason notice, Mr. Cohen has 30 days to resign for good reason); (b) for any reason without good reason; and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above. If Mr. Cohens employment is terminated due to his death or disability, Mr. Cohen or his estate is entitled to a lump sum cash severance payment equal to the sum of (i) Mr. Cohens base salary accrued through the termination date; (ii) any unpaid cash bonus for the prior year that would have been paid had Mr. Cohen not been terminated prior to such payment; and (iii) Mr. Cohens Targeted Bonus for the year of termination multiplied by the number of days in such year preceding the termination date divided by 365. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation held by Mr. Cohen shall vest and shall be exercisable until the earlier of (x) ninety days from the date of termination and (y) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances. If Mr. Cohens employment is terminated pursuant to Mr. Cohen without good reason or his non-renewal of the agreement, or by the Company with cause, Mr. Cohen is entitled to his base salary accrued through the termination date and no other benefits other than continuation of health insurance benefits on the terms and to the extent required by COBRA, or such other similar law or regulation as may be applicable to the Mr. Cohen or the Company with respect to the Mr. Cohen. Additionally, any unvested stock options or equity compensation held by Mr. Cohen shall immediately terminate and be forfeited (unless otherwise provided in the applicable award) and any previously vested stock options (or if applicable equity compensation) shall be subject to terms and conditions set forth in the applicable equity agreement, as such may describe the rights and obligations upon termination of employment of Mr. Cohen. If Mr. Cohens employment is terminated by Mr. Cohen for good reason or by the Company without cause or due to the Companys non-renewal, (a) Mr. Cohen is entitled to his base salary accrued through the termination date and any unpaid cash bonus for the prior completed calendar year that would have been paid had Mr. Cohen not been terminated prior to such payment, plus a lump sum cash severance payment equal to the sum of (i) an amount equal to Mr. Cohens current annual base salary plus (ii) an amount equal to Mr. Cohens Targeted Bonus for the year containing the termination date (the Severance Payment); and (b) provided Mr. Cohen elects to receive continued health insurance coverage through COBRA, the Company will pay Mr. Cohens monthly COBRA contributions for health insurance coverage, as may be amended from time to time (less an amount equal to the premium contribution paid by active Company employees, if any) for 12 months following the termination date (the Health Payment); provided, however, that if at any time Mr. Cohen is covered by a substantially similar level of health insurance through subsequent employment or otherwise, the Companys health benefit obligations shall immediately cease, and the Company shall have no further obligation to make the Health Payment. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation previously granted to the Mr. Cohen will vest immediately upon such termination and shall be exercisable by the Mr. Cohen until the earlier of (A) ninety days from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances. | 112 | | | | | As a condition to Mr. Cohens right to receive any Severance Payment, (a) Mr. Cohen must execute and deliver to the Company a written release in form and substance satisfactory to the Company, of any and all claims against the Company and all directors and officers of the Company with respect to all matters arising out of Mr. Cohens employment, or the termination thereof (other than claims for entitlements under the terms of the agreement or plans or programs of the Company in which Mr. Cohen has accrued a benefit); and (b) Mr. Cohen must not have breached any of his covenants and agreements under the Agreement relating to assignment of inventions and confidentiality, including the non-solicitation and non-compete provisions thereof, which shall continue following the Termination Date. If a Change of Control (as defined below) occurs during the term of the agreement, or within six months after Mr. Cohens termination of employment by him for good reason or by the Company without cause or upon non-renewal, the Company is required to pay Mr. Cohen, within 60 days following the date of such Change of Control, a cash payment in a lump sum in an amount equal to (x) minus (y) where (x) equals 3.0 times the sum of (a) the current annual base salary of the Mr. Cohen; and (b) the amount of the most recent cash bonus paid to the Mr. Cohen (collectively (a) and (b), the Change of Control Payment) and (y) equals the amount of any severance payment actually paid to Mr. Cohen in connection with a non-Change of Control termination, as discussed above). In the event the Compensation Committee has not previously made a determination regarding cash bonus or the most recent cash bonus was zero, the amount of the most recent cash bonus paid to the Mr. Cohen is instead equal to the targeted bonus for the year in which the Change in Control occurs. Additionally, following a change of control termination, all outstanding stock options and other equity compensation held by Mr. Cohen are exercisable by the Mr. Cohen pursuant to the terms thereof until the earlier of (a) ninety (90) days from his termination date and (b) the latest date upon which such stock options and other equity compensation would have expired by their original terms under any circumstances; provided any equity awards outstanding prior to the entry into the Executive Employment Agreement continue to be governed by the terms set forth in such award agreements. Change of Control for the purposes of the agreement means: (a) any person obtaining beneficial ownership representing more than 50% of the total voting power represented by our then outstanding voting securities without the approval of not fewer than two-thirds of our Board of Directors; (b) a merger or consolidation of us whether or not approved by our Board of Directors, other than a merger or consolidation that would result in our voting securities immediately prior thereto continuing to represent at least 50% of the total voting power outstanding immediately after such merger or consolidation, (c) our shareholders approving a plan of complete liquidation or an agreement for the sale or disposition by us of all or substantially all of our assets, or (d) as a result of the election of members to our Board of Directors, a majority of the Board of Directors consists of persons who are not members of the Board of Directors on September 1, 2022, except in the event that such slate of directors is proposed by a committee of the Board of Directors. The agreement contains standard assignment of inventions, indemnification and confidentiality provisions. Further, Mr. Cohen is subject to non-solicitation covenants during the term of the agreement. Although Mr. Cohen will be prohibited from competing with us while he is employed with us, he will only be prohibited from competing for 12 months after his employment with us ends pursuant to the agreement. Accordingly, Mr. Cohen could be in a position to use industry experience gained while working with us to compete with us. Effective May 1, 2023, the Board of Directors of the Company, with Mr. Jacob Cohen, the Companys Chief Executive Officer and Chairman, abstaining, with the recommendation of the Compensation Committee of the Board of Directors of the Company, approved an increase in the annual salary of Mr. Cohen, from $180,000 to $300,000 per year. | 113 | | | | | On August 22, 2024, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors of the Company, approved an increase in the monthly car allowance payable to Mr. Jacob Cohen, the Chief Executive Officer, pursuant to the terms of that certain Executive Employment Agreement entered into between the Company and Mr. Cohen on August 31, 2022, from $1,500 to $2,500 per month. At year end December 31, 2025, the Company had overpaid the car allowance by $20,056, reflected as due from related party on the financial statements. On December 13, 2024, we entered into an Amended and Restated Executive Employment Agreement with Jacob D. Cohen, our Chief Executive Officer (the A&R Agreement). The A&R Agreement, which has an effective date of December 15, 2024, amended that prior Executive Employment Agreement dated September 1, 2022, by and between the Company and Mr. Cohen, as amended to date (the Prior Agreement) to among other things i) expand Mr. Cohens duties and obligations to include serving not only as the Chief Executive Officer of the Company, but also as the Chief Executive Officer of Mango & Peaches; ii) extend the term of Mr. Cohens engagement to be for a term of three years through December 1, 2027; iii) amended certain provisions of the Prior Agreement relating to the definition of cause for termination by the Company and the definition of change of control, to apply in the event that a majority of the members of the Board of Directors change after December 15, 2024, whether or not the directors are nominated by any committee of the Board of Directors; iv) increase Mr. Cohens base salary to $360,000 per year and provide that any cash bonus or equity bonus earned by Mr. Cohen will be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as other executives of the Company; provided that in no event shall the cash bonus or equity bonus be paid later than March 15th of the fiscal year following the fiscal year for which it was earned; v) provide for Mr. Cohen to be paid a flat fee allowance of $7,500 per month which is intended to cover the cost of office space used by Mr. Cohen and all overhead costs associated therewith; vi) provide Mr. Cohen the right to earn a cash bonus of up to $10,000,000, during the term of the A&R Agreement, based on Mango & Peaches meeting certain milestones and achievements (the Mango & Peaches Bonus) as set forth in greater detail in Exhibit B to the A&R Agreement, which at the option of Mr. Cohen can be converted into shares of common stock of Mango & Peaches at a conversion rate of $0.50 per share, as equitably adjusted for stock splits, dividends and recapitalizations of Mango & Peaches. The right to earn any unvested Mango & Peaches Bonus terminates upon the termination of the A&R Agreement, except (1) if a change of control (as defined in the A&R Agreement) occurs; (2) if the A&R Agreement is terminated by Mr. Cohen for good reason (as defined in the A&R Agreement); or (3) if the A&R Agreement is terminated by the Company for a reason other than cause (as defined in the A&R Agreement), in which case the unvested portion of the Mango & Peaches Bonus shall vest in full to Mr. Cohen upon the occurrence of such change of control or termination, as applicable; vii) increase the severance payable to Mr. Cohen upon a termination of the A&R Agreement by Mr. Cohen for good reason or without cause by the Company, each as described in greater detail in the A&R Agreement, the sum of (i) an amount equal to three (3) times his then current annual base salary (up from one (1) times previously), plus (ii) an amount equal to Mr. Cohens targeted bonus for the year containing the termination date; and (b) provided Mr. Cohen elects to receive continued health insurance coverage through COBRA, the Company will pay Mr. Cohens monthly COBRA contributions for health insurance coverage, as may be amended from time to time (less an amount equal to the premium contribution paid by active Company employees, if any) for twelve (12) months following the termination date; and viii) provide for the compensation payable under the A&R Agreement to be subject to the Companys clawback policy, to the extent applicable. On May 13, 2025, Mango & Peaches 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. Cohens 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, which provide him the right to approve any merger or consolidation of Mango & Peaches and/or any amendment to the Certificate of Formation of Mango & Peaches. | 114 | | | | | Additionally, Mr. Cohen, pursuant to the terms of his Employment Agreement, as amended, discussed in greater detail under Item 11. Executive CompensationEmployment and Consulting Agreements Jacob D. Cohen, Chief Executive Officer, has the right to earn up to $10 million bonus (the Mango & Peaches Bonus), which is convertible at his option, at a conversion price of $0.50 per share, into up to 20,000,000 shares of common stock of Mango & Peaches. In the event the full amount of the Mango & Peaches Bonus, vests to Mr. Cohen and he converts such entire Mango & Peaches Bonus into 20,000,000 Mango & Peaches Bonus Shares pursuant to the conversion terms thereof, he will own 81.3% of Mango & Peaches outstanding common stock (not factoring in any other issuances), and 92.8% of Mango & Peaches outstanding voting stock (as a result of the ownership of the Mango & Peaches Series A Shares and not factoring in any future issuances). There is no assurance that any of the milestones will be reached by Mango & Peaches and/or that any portion of the Mango & Peaches Bonus will vest to Mr. Cohen or that any Mango & Peaches Bonus Shares will be issued to Mr. Cohen. **Eugene M. Johnston, Chief Financial Officer** On October 1, 2023, the Company executed a Summary of Terms and Conditions with Mr. Johnston continuing his appointment as the Companys Chief Financial Officer on a full-time basis for a term of 12 months, through October 1, 2024. Pursuant to the agreement, the Company issued Mr. Johnston 3,333 shares of the Companys common stock and agreed to pay him $2,000 per month. The shares were issued under, and subject to the terms of, the Companys 2022 Equity Incentive Plan. On November 11, 2024 and effective on October 1, 2024, the Company entered into a Consulting agreement with Mr. Johnston, the Companys Chief Financial Officer pursuant to which Mr. Johnston agreed to serve as the Chief Financial Officer of the Company and to provide services to the Company as reasonably requested during the term of the Consulting Agreement, which is 12 months. As consideration for the services to be provided by Mr. Johnston under the Consulting Agreement, the Company agreed to pay him (a) $4,000 per month; and (b) to issue him 25,000 shares of Company common stock under the Companys 2022 Equity Incentive Plan, as amended, which shares vested upon execution of the Consulting Agreement. Pursuant to the Consulting Agreement, we agreed to reimburse Mr. Johnstons expenses, subject to pre-approval for any expense greater than $500. The Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties; (ii) with written notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30 days; or (iii) by Mr. Johnston, at any time, for any reason. The Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to customary exceptions. Further, Mr. Johnston is subject to certain non-solicitation covenants during the term of the agreement and for 12 months thereafter. Mr. Johnston is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee and/or Board of Directors. Mr. Johnstons compensation under the Consulting Agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended Consulting Agreement. **Amanda Hammer, Former Chief Operating Officer** On and effective on May 1, 2023, we entered into an Employment Agreement with Mrs. Amanda Hammer. The Employment Agreement provided for Mrs. Hammer to serve as Chief Operating Officer of the Company for an initial three-year term extending through May 1, 2026, provided that the agreement was automatically renewable for additional one-year terms thereafter in the event neither party provided the other at least 60 days prior notice of their intention not to renew the terms of the agreement. | 115 | | | | | The agreement provided for Mrs. Hammer to receive an annual salary of $150,000 per year (the Base Salary). The Employment Agreement also required the Company to grant Mrs. Hammer a sign-on bonus of (a) 5,000 shares of common stock of the Company, vested in full upon issuance, and (b) options to purchase an additional 10,000 shares of common stock of the Company, with an exercise price of the greater of (i) $16.50 per share; and (ii) the closing sales price of the Companys common stock on the Nasdaq Capital Market on the date the Employment Agreement and the grant is approved by the Board (which date was May 1, 2023), and which exercise price was $16.50 per share, with options to purchase 3,333 shares vesting every 12 months that the Employment Agreement is in effect, subject to the terms of the Companys 2022 Equity Incentive Plan. The options were exercisable for a period of ten years and are documented by a separate option agreement entered into by the Company and Mrs. Hammer (the Option Agreement). Pursuant to the terms of the Employment Agreement, Mrs. Hammers annual compensation package included (1) a Base Salary (described above), subject to increases from time to time in the determination of the Compensation Committee of the Board (or the Board with the recommendation of the Compensation Committee), and (2) a discretionary bonus payment to be determined in the sole discretion of the Compensation Committee or the Board of Directors in the targeted amount of 100% of her Base Salary (the Cash Bonus). Mrs. Hammer is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee and/or Board of Directors. 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 Companys Chief Operating Officer (the Hammer Amendment). Pursuant to the Hammer Amendment, Ms. Hammers role with the Company was expanded to include serving as Chief Operating Officer of Mango & Peaches; certain provisions of the employment agreement relating to the Company were amended to include both the Company and Mango & Peaches; Ms. Hammers compensation was increased to $180,000 per year, effective February 1, 2025; and the Company agreed to pay Ms. Hammer a cash bonus of $15,000 within 30 days of the effective date of the Hammer Amendment. On October 27, 2025, the Company entered into a Separation Agreement with Ms. Hammer pursuant to which (i) Hammers employment with the Company was terminated, effective October 22, 2025, and (ii) the Company agreed to pay Ms. Hammer a separation payment consisting of nine (9) months of pay at Ms. Hammers regular compensation rate (the Separation Payment). The Separation Payment was paid in equal monthly installments pursuant to the Companys 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 $86, but any such engagement will be voluntary and subject to a mutually agreed written statement of work specifying the scope, duration, and services to be rendered. The Separation Agreement includes a customary release by Ms. Hammer, and additional customary confidentiality, non-interference, and mutual non-disparagement provisions. As a result of the Separation Agreement, Ms. Hammers Employment Agreement with the Company, dated effective May 1, 2023 and amended as of February 6, 2025, has been terminated, effective October 22, 2025. | 116 | | | | | **Compensation of Directors** The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2025. The compensation of our executive directors is included above under Executive Compensation Table. | Name | | Fees Earned or Paid in Cash ($)* | | | Stock Awards ($) (1) (2)(3)(4) | | | All Other Compensation ($) | | | Total ($) | | | | Lorraine DAlessio | | $ | - | | | $ | 269,250 | | | $ | - | | | $ | 269,250 | | | | Alex P. Hamilton | | $ | - | | | $ | 269,250 | | | $ | - | | | $ | 269,250 | | | | Dr. Kenny Myers | | $ | - | | | $ | 269,250 | | | $ | - | | | $ | 269,250 | | | * The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation. Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. | (1) | In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-based compensation accounting rules that are a part of generally accepted accounting principles in effect in the United States (as set forth in Financial Accounting Standards Boards Accounting Standards Codification Topic 718), but excluding the effect of any estimated forfeitures of such awards. The values in this column reflect the full grant date fair value of all equity awards granted during the year, although the awards are subject to vesting periods based on continued employment. | | | | | | | (2) | No specific board compensation policy has been adopted to date; however, on October 14, 2022, we entered into offer letters with each of our three independent non-executive directors, Ms. DAlessio, Mr. Hamilton and Dr. Meyers. Pursuant to the Offer Letters, each non-executive director agreed to serve as a member of our Board of Directors, and we agreed to grant each non-executive director 5,000 shares of restricted common stock (the Director Shares). The Director Shares were issued under the Companys 2022 Equity Incentive Plan (the 2022 Plan), with the following vesting schedule: 1/3 of the Director Shares vested on October 14, 2022, and the remaining Director Shares vest annually in two increments on each of October 14, 2023 (vested) and 2024 (vested), subject to such directors continuing to provide services to the Company on such dates, and subject to the Restricted Stock Award agreements entered into in order to evidence such grants. The shares were valued at $15.00 per share for a total of $75,000 per director, or $225,000 in aggregate. | | | | | | | (3) | On April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Companys Board of Directors and approval by the Board of Directors, an aggregate of 75,000 fully vested and earned shares of Company common stock under the Companys Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan, in consideration as a bonus to the Companys independent directors. The Plan has been registered on Form S-8 Registration Statements previously filed by the Company. Specifically, each of Ms. DAlessio, Dr. Myers and Mr. Hamilton received 25,000 shares of the Companys common stock valued at $1.57 per share. | | | | | | | (4) | On September 9, 2025, the Company issued, after recommendation by the Compensation Committee of the Companys Board of Directors and approval by the Board of Directors, an aggregate of 300,000 fully vested and earned shares of Company common stock under the Companys Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan, in consideration as a bonus to the Companys independent directors. The Plan has been registered on Form S-8 Registration Statements previously filed by the Company. Specifically, each of Ms. DAlessio, Dr. Myers and Mr. Hamilton received 100,000 shares of the Companys common stock valued at $2.30 per share. | | No specific board compensation policy has been adopted to date, however, we expect that our non-executive directors will be granted equity compensation and paid cash, from time to time, for their services on the Board of Directors. | 117 | | | | | **Key Man Insurance** Hold key man life insurance in the aggregate amount of $2,000,000 on the life of Jacob D. Cohen, the Chief Executive Officer of the Company. **2022 Equity Incentive Plan** On August 31, 2022, the Board of Directors and our majority shareholders adopted the Companys 2022 Equity Incentive Plan, which was amended by the First Amendment thereto approved by the Board of Directors on February 26, 2024 and the shareholders on March 25, 2024. 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 may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Companys success, and such other factors as the Board in its discretion shall deem relevant. **Shares Available Under the 2022 Plan; Evergreen Provision** 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 Companys common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2022 Plan is the sum of (i) 10,000,000 shares, and (ii) an automatic increase on April 1st of each year for a period of six years commencing on April 1, 2026 and ending on (and including) April 1, 2032, in an amount equal to the lesser of (x) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year (the Evergreen Measurement Date); and (y) 2,000,000 shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. This is also known as an evergreen provision. Notwithstanding the foregoing, no more than a total of 26,000,000 shares of common stock (or awards) may be issued or granted under the 2022 Plan in aggregate, and no more than 26,000,000 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options. If an award granted under the 2022 Plan entitles a holder to receive or purchase shares of our common stock, then on the date of grant of the award, the number of shares covered by the award (or to which the award relates) will be counted against the total number of shares available for granting awards under the 2022 Plan. As a result, the shares available for granting future awards under the 2022 Plan will be reduced as of the date of grant. However, certain shares that have been counted against the total number of shares authorized under the 2022 Plan in connection with awards previously granted under such 2022 Plan will again be available for awards under the 2022 Plan as follows: shares of our common stock covered by an award or to which an award relates which were not issued because the award terminated or was paid in cash or any portion thereof that was forfeited or cancelled without the delivery of shares will again be available for awards, including, but not limited to shares forfeited to pay any exercise price or tax obligation. In addition, shares of common stock related to awards that expire, are forfeited or cancelled or terminate for any reason without the issuance of shares shall not be treated as issued pursuant to the 2022 Plan. | 118 | | | | | The shares available for awards under the 2022 Plan will be authorized but unissued shares of our common stock or shares acquired in the open market or otherwise. **Administration** The Company is the issuer (manager) of the 2022 Plan. The 2022 Plan is administered by either (a) the entire Board of Directors of the Company, or (b) the Compensation Committee; or (b) as determined from time to time by the Board of Directors (the Administrator). Subject to the terms of the 2022 Plan, the Administrator may determine the recipients, the types of awards to be granted, the number of shares of our common stock subject to or the cash value of awards, and the terms and conditions of awards granted under the 2022 Plan, including the period of their exercisability and vesting. The Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Administrator also determines the fair market value applicable to an award and the exercise or strike price of stock options and stock appreciation rights granted under the 2022 Plan. The Administrator may also delegate to one or more executive officers the authority to designate employees who are not executive officers to be recipients of certain awards and the number of shares of our common stock subject to such awards. Under any such delegation, the Administrator will specify the total number of shares of our common stock that may be subject to the awards granted by such executive officer. The executive officer may not grant an award to himself or herself. On or after the date of grant of an award under the 2022 Plan, the Administrator may (i) accelerate the date on which any such award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such award, including, without limitation, extending the period following a termination of a participants employment during which any such award may remain outstanding, or (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such award; provided, that the Administrator shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Internal Revenue Code (the Code). **Eligibility** All of our employees (including our affiliates), non-employee directors and consultants are eligible to participate in the 2022 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the 2022 Plan only to our employees (including our affiliates). No awards are issuable by the Company under the 2022 Plan (a) in connection with services associated with the offer or sale of securities in a capital-raising transaction; or (b) where the services directly or indirectly promote or maintain a market for the Companys securities. **Limit on Non-Employee Director Compensation** The maximum number of shares subject to awards granted during a single calendar year to any non-employee director, taken together with any cash fees paid during the compensation year to the non-employee director, in respect of the directors service as a member of the Board during such year (including service as a member or chair of any committees of the Board), will not exceed $500,000, or $1,000,000 in the first year such non-employee director is appointed to the Board, or in the case of any non-employee chairperson of the Board, in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes). Compensation will count towards this limit for the fiscal year in which it was granted or earned, and not later when distributed, in the event it is deferred. | 119 | | | | | **Option Terms** Stock options may be granted by the Administrator and may be either non-qualified (non-statutory) stock options or incentive stock options. The Administrator, in its sole discretion, determines the exercise price of any options granted under the Plan which exercise price is set forth in the agreement evidencing the option, provided however that at no time can the exercise price be less than the $0.0001 par value per share of the Companys common stock. Stock options are subject to the terms and conditions, including vesting conditions, set by the Administrator (and incentive stock options are subject to further statutory restrictions that will be set forth in the grant agreement for those options). The exercise price for all stock options granted under the 2022 Plan will be determined by the Administrator, except that no stock options can be granted with an exercise price that is less than 100% of the fair market value of the Companys common stock on the date of grant. Further, shareholders who own greater than 10% of the Companys voting stock will not be granted incentive stock options that have an exercise price less than 110% of the fair market value of the Companys common stock on the date of grant. The term of all stock options granted under the 2022 Plan will be determined by the Administrator, but the term of an incentive stock option may not exceed 10 years (five years for incentive stock options granted to shareholders who own greater than 10% of the Companys voting stock). Each stock option gives the grantee the right to receive a number of shares of the Companys common stock upon exercise of the stock option and payment of the exercise price. The exercise price may be paid in cash or if approved by the Administrator, shares of the Companys common stock. The Administrator may also permit other ways for a grantee to pay the exercise price. Options granted under the 2022 Plan may be exercisable in cumulative increments, or vest, as determined by the Administrator. Incentive stock options granted under the 2022 Plan are intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Nonqualified (non-statutory stock options) granted under the 2022 Plan are not intended to qualify as incentive stock options under the Code. The Administrator may impose limitations on the transferability of stock options granted under the 2022 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the 2022 Plan other than by will or the laws of descent and distribution or, subject to approval by the Administrator, pursuant to a domestic relations order. However, the Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. Options may not be transferred to a third party financial institution for value. Unless the terms of an optionholders stock option agreement, or other written agreement between us and the optionholder, provide otherwise, if an optionholders service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws or the immediate sale of shares acquired upon exercise of the option is prohibited by our insider trading policy. If an optionholders service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholders service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the administrator and may include (i) cash, check, bank draft or money order; (ii) a broker-assisted cashless exercise; (iii) the tender of shares of our common stock previously owned by the optionholder; (iv) a net exercise of the option (to the extent allowed); or (v) other legal consideration approved by the administrator. | 120 | | | | | Except as explicitly provided otherwise in a participants stock option agreement or other written agreement with us or one of our affiliates, the term cause is defined in the 2022 Plan to mean any event which would qualify as cause for termination under the participants employment agreement with the Company, or, if there is no such employment agreement, any of the following (i) the recipients dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) the recipients commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the recipients failure to perform the recipients assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the recipient by the Company; (iv) the recipients gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (v) the recipients material violation of any provision of any agreement(s) between the recipient and the Company relating to noncompetition, non-solicitation, nondisclosure and/or assignment of inventions. **Restricted Stock Unit Awards** Restricted stock unit (RSU) awards are granted under restricted stock unit award agreements adopted by the administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our Board of Directors and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock unit awards that have not vested will be forfeited once the participants continuous service ends for any reason. **Restricted Stock Awards** Restricted stock awards are granted under restricted stock award agreements adopted by the administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us, or any other form of legal consideration that may be acceptable to our Board of Directors and permissible under applicable law. The administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participants service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right. **Stock Appreciation Rights** Stock appreciation rights are granted under stock appreciation right agreements adopted by the administrator. The administrator determines the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under our 2022 Plan will vest at the rate specified in the stock appreciation right agreement as determined by the administrator. Stock appreciation rights may be settled in cash or shares of our common stock or in any other form of payment as determined by our Board of Directors and specified in the stock appreciation right agreement. The administrator determines the term of stock appreciation rights granted under our 2022 Plan, up to a maximum of 10 years. If a participants service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participants service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate upon the termination date. In no event may a stock appreciation right be exercised beyond the expiration of its term. | 121 | | | | | **Performance Awards** Our 2022 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, our common stock. The performance goals may be based on any measure of performance selected by our Board of Directors. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our Board of Directors at the time the performance award is granted, our Board of Directors will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to generally accepted accounting principles; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of items that are unusual in nature or occur infrequently as determined under generally accepted accounting principles; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; (ix) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. **Other Stock Awards** The administrator may grant other awards based in whole or in part by reference to our common stock. The administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards. **Tax Withholding Adjustments** To the extent provided by the terms of an option or other award, or otherwise agreed to by the Administrator, a participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option, or award by a cash payment upon exercise, or in the discretion of the Administrator, by authorizing our company to withhold a portion of the stock otherwise issuable to the participant, by delivering already-owned shares of our common stock or by a combination of these means. **Changes to Capital Structure** In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under our 2022 Plan, (ii) the class and maximum number of shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of shares that may be issued on the exercise of ISOs, and (iv) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards. | 122 | | | | | **Corporate Transactions** In the event of a corporate transaction (as defined in the 2022 Plan), unless otherwise provided in a participants stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the administrator at the time of grant, any stock awards outstanding under our 2022 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction); and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction. In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the stock award, over (ii) any per share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of our common stock. **Change in Control** Stock awards granted under our 2022 Plan may be subject to acceleration of vesting and exercisability upon or after a change in control (as defined in the 2022 Plan) as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur. **Repricing; Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights** The Administrator has the right to effect, at any time and from time to time, subject to the consent of any participant whose award is materially impaired by such action, (1) the reduction of the exercise price (or strike price) of any outstanding option or SAR; (2) the cancellation of any outstanding option or SAR and the grant in substitution therefor of (A) a new option, SAR, restricted stock award, RSU award or other award, under the 2022 Plan or another equity plan of the Company, covering the same or a different number of shares of common stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing under generally accepted accounting principles. **Duration; Termination of the 2022 Plan** Our Board of Directors has the authority to amend, suspend, or terminate our 2022 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participants written consent. Certain material amendments also require the approval of our shareholders. No incentive stock options may be granted after the tenth anniversary of the date our Board of Directors adopted our 2022 Plan. No stock awards may be granted under our 2022 Plan while it is suspended or after it is terminated. **Current Available Shares** As of the date of this Report, an aggregate of 2,977,417 shares are available for awards under the 2022 Plan. | 123 | | | | | **** Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. **Beneficial Ownership Table** The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 15, 2026 (the Date of Determination) by (i) each Named Executive Officer, as such term is defined above under Item 11. Executive Compensation, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of our common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The column titled Beneficial Ownership is based on a total of 16,288,797 shares of our common stock outstanding as of the Date of Determination. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of the Date of Determination, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, as of the Date of Determination, (a) the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our common stock. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 17130 Dallas Parkway, Suite 245, Dallas, Texas 75248. | Title of Class | | Name of Beneficial Owner | | Number of Common Stock Shares Beneficially Owned | | | Percent Beneficial Ownership | | | | Directors, Named Executive Officers and Executive Officers | | | | | | | | | | | Common Stock | | Jacob D. Cohen | | | 2,554,356 | (1) | | | 14.5 | % | | | Common Stock | | Eugene M. Johnston | | | 120,000 | | | | * | | | Common Stock | | Lorraine DAlessio | | | 136,667 | | | | * | | | | Common Stock | | Alex P. Hamilton | | | 3,334 | | | | * | | | | Common Stock | | Dr. Kenny Myers | | | 136,667 | | | | * | | | | Common Stock | | Amanda Hammer** | | | 11,667 | | | | * | | | | All executive officers and directors as a group (5 persons) | | | 2,962,691 | (1) | | | 16.9 | % | | | * | Less than 1%. | | | | | | | ** | Former Named Executive Officer. Based solely on the Companys record stockholders list as of the date of this Report and without independent investigation. | | | | | | | (1) | A total of 1,305,000 of the outstanding shares of common stock beneficially owned by Mr. Cohen are held in the name of The Tiger Cub Trust, which is beneficially owned by Jacob D. Cohen, its Trustee, and which shares Mr. Cohen is deemed to beneficially own. Also includes (i) 50,000 shares of common stock issuable upon exercise of options to purchase shares of common stock of the Company held by Mr. Cohen, with an exercise price of $16.50 per share, which expire on August 31, 2027, (ii) options to purchase 83,333 shares of common stock with an exercise price of $4.80 per share and an expiration date of December 28, 2028, and (iii) includes options to purchase 1,000,000 shares of common stock with an exercise price of $2.30 per share and an expiration date of September 9, 2035, and does not include options to purchase 1,000,000 shares of common stock which vest in 500,000 option increments on March 9, 2026, September 9, 2026 and March 9, 2027. Also includes 50,000 shares of common stock issuable upon exercise of warrants to purchase shares of common stock which have an exercise price of $1.815 per share and a term through July 21, 2028. Also includes 56,023 shares of common stock issuable upon conversion of the principal amount of a $100,000 convertible promissory note held by The Tiger Cub Trust. | | | 124 | | | | | **Change of Control** **** The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company. **Equity Compensation Plan Information** The following table provides information as of December 31, 2025 regarding the Companys 2022 Equity Incentive Plan, as amended, under which equity securities are authorized for issuance: | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted- average exercise price of outstanding options, warrants and rights | | | Number of securities available for future issuance under equity compensation plans (excluding those in first column) | | | | Equity compensation plans approved by the security holders (1) | | | 2,156,667 | | | $ | 2.81 | | | | 2,413,792 | | | | Equity compensation plans not approved by the security holders | | | - | | | | - | | | | - | | | | Total | | | 2,156,667 | | | $ | 2.81 | | | | 2,413,792 | | | | (1) | Represents options issuable upon grants previously made under the Companys 2022 Equity Incentive Plan, as amended, which is discussed under Executive Compensation-2022 Equity Incentive Plan. | | **** Item 13. Certain Relationships and Related Transactions, and Director Independence. Except as discussed below or otherwise disclosed above under Item 11. Executive Compensation, which information is incorporated by reference where applicable in this Item 13. Certain Relationships and Related Transactions, and Director Independence section, the following sets forth a summary of all transactions since January 1, 2024, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the Companys total assets at December 31, 2025 or 2024, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individuals immediate family, had or will have a direct or indirect material interest (other than compensation and related agreements described above under Item 11. Executive Compensation). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arms-length transactions. | 125 | | | | | **Related Party Transactions** **Issuances and Sales of Securities** Effective on June 3, 2024, the Company issued, after recommendation by the Compensation Committee of the Companys Board of Directors and approval by the Board of Directors, an aggregate of 83,333 fully-vested and earned shares of Company common stock under the Companys Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan, in consideration as a bonus for 2024 (Mr. Cohen) and services rendered during 2024 (each other recipient), to certain officers, an employee and the Companys directors. 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 | | | 53,333 | | | | Amanda Hammer | | Former Chief Operating Officer | | | 6,667 | | | | Kenny Myers | | Director | | | 6,667 | | | | Alex Hamilton | | Director | | | 6,667 | | | | Lorraine DAlessio | | Director | | | 6,667 | | | On November 11, 2024, we issued Eugene M. Johnston, our Chief Financial Officer, 25,000 shares of common stock under the Companys Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan as additional consideration to Mr. Johnston for services provided as Chief Financial Officer. Effective on April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Companys Board of Directors and approval by the Board of Directors, an aggregate of 200,000 fully-vested and earned shares of Company common stock under the Companys Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan, as a discretionary bonus for consideration for services rendered during 2025 to Mr. Jacob Cohen, the Chief Executive Officer of the Company. Effective September 9, 2025, the Board of Directors of Mangoceuticals, Inc. (the Company), with the recommendation of the Compensation Committee of the Board of Directors, approved the grant of: | | (a) | 500,000 shares of common stock of the Company to Jacob D. Cohen, the Chief Executive Officer of the Company, as a bonus in consideration for services rendered to the Company as Chief Executive Officer of the Company during 2025, under and pursuant to the Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan (the Plan); | | | | (b) | options to purchase 2,000,000 shares of common stock of the Company to Mr. Cohen (the Options), in consideration for services rendered and to be rendered to the Company as Chief Executive Officer of the Company, under the Plan; | | | | (c) | 100,000 shares of common stock of the Company to Eugene M. Johnston, the Chief Financial Officer of the Company, as a bonus in consideration for services rendered to the Company as Chief Financial Officer during 2025, under and pursuant to the Plan; | | | | (d) | 100,000 shares of common stock of the Company to Kenny Myers, a member of the Board of Directors of the Company, in consideration for services rendered to the Company as a non-executive member of the Board of Directors during 2025, under and pursuant to the Plan; | | | | (e) | 100,000 shares of common stock of the Company to Alex Hamilton, a member of the Board of Directors of the Company, in consideration for services rendered to the Company as a non-executive member of the Board of Directors during 2025, under and pursuant to the Plan; and | | | | (f) | 100,000 shares of common stock of the Company to Lorraine DAlessio, a member of the Board of Directors of the Company, in consideration for services rendered to the Company as a non-executive member of the Board of Directors during 2025, under and pursuant to the Plan. | | | 126 | | | | | The shares described above vested to each recipient immediately upon issuance. The Options have a term of ten years, an exercise price of $2.30 per share, which was the closing sales price of the Companys common stock on September 9, 2025, the grant date; vest over 18 months with 500,000 of the Options vesting upon grant and 500,000 of the Options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohens 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. **Related Party Agreements** *Epiq Scripts* On September 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, LLC, then 51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer. Pursuant to the Master Services Agreement and a related statement of work, Epiq Scripts agreed to provide for the online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution of products sold exclusively via our website that may be prescribed as part of a telehealth consultation on our platform. Epiq Scripts also agreed to provide mail service pharmacy services to us on an exclusive basis during the term of the SOW. The Master Services Agreement and SOW are described in greater detail above under Item 1. BusinessMaterial AgreementsMaster Services Agreement with Epiq Scripts. We paid Epiq Scripts a total of $60,000 upon our entry into the Master Services Agreement, comprising $45,000 as a one-time non-refundable technology systems setup and implementation fee and $15,000 as an upfront retainer to be credited towards the future provision of pharmacy and related services as outlined and detailed in the Master Services Agreement and SOW. All costs related to the pharmacy services provided by Epiq Scripts are listed as related party costs of revenues on our statement of operations. On January 24, 2023, we entered into Consulting Agreements with four consultants to the Company: (1) Sultan Haroon; (2) John Helfrich; (3) Justin Baker; and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts. Pursuant to the Consulting Agreements, the Consultants agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter related products during the term of the agreement, which each have a term of 18 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 an aggregate of 23,332 shares of common stock to the consultants as follows: (1) Sultan Haroon 10,000 shares of restricted common stock; (2) John Helfrich 1,667 shares of restricted common stock; (3) Justin Baker 1,667 shares of restricted common stock; and (4) Maja Matthews 10,000 shares of restricted common stock. The shares issued to Haroon and Matthews vest at the rate of 3,333 shares upon entry into the agreement, 3,333 shares upon the Companys successful launch of a new product category, and 3,334 shares upon the Companys successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement, all of which shares have vested to date. The shares issued to Helfrich and Baker vest at the rate of 667 shares upon entry into the agreement, 500 shares upon the Companys successful launch of a new product category, and 500 shares upon the Companys successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement. The agreements contain customary confidentiality and non-solicitation provisions. The shares were valued at $15.00 per share for a total of $350,000. On September 15, 2023, we entered into a Consulting Agreement with Epiq Scripts. Pursuant to the Consulting Agreement, Epiq Scripts agreed to provide pharmacy consulting services in connection with the Companys global expansion efforts, and as reasonably requested by the Company, during the term of the agreement, which is for five years, unless otherwise earlier terminated (a) due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof; (b) the mutual agreement of the parties; or (c) the date that Epiq Scripts provides the Company written notice of termination, which may be at any time and for any reason. | 127 | | | | | In consideration for agreeing to provide the services under the agreement, the Company agreed to pay Epiq Scripts (1) a one-time payment of $65,000, payable within ten days of the entry into the agreement, which was timely paid; and (2) a set fee, payable for each prescription drug pill sold by the Company for cash, to the extent such pill must be prescribed by a medical doctor, or sold through retail pharmacies over the counter, in jurisdictions where a doctors prescription is not required for the sale of such drugs, and sold in a Territory (defined below), which consideration per pill decreases each year that the agreement is in effect, and is only payable for the first five years of the agreement. The Consulting Agreement further provides that no payments are due for the sale of any prescription pills until the First Sale. Future payments are also required to be offset equitably for any prescription pill sold which is later refunded, charged back, returned, or reimbursed to a purchaser. The agreement includes customary representations of the parties, confidentiality and non-solicitation provisions, rights of Epiq Scripts to audit the sales of prescription pills, subject to certain limitations and requirements, and the requirement that the Company reimburse certain expenses of Epiq Scripts, subject to certain limitations and pre-approvals. On September 15, 2023, we entered into a First Addendum to Master Services Agreement with Epiq Scripts. Pursuant to the First Amendment, the parties agreed to amend the MSA to include certain Right of first negotiation rights and right of first refusal rights (each as discussed below). Additionally, the First Amendment provides for certain rights to Epiq Scripts in the event that the Company seeks to obtain pharmaceutical services in connection with certain Company products in jurisdictions other than the United States, including, without limitation, Mexico and the United Kingdom, where Epiq Scripts does not currently maintain licenses or permits and/or to terminate Epiq Scripts rights to provide exclusive Pharmaceutical Services in any current state of the United States or Future Jurisdiction where Epiq Scripts may then be providing Pharmaceutical Services to the Company. Specifically, the parties agreed in the First Amendment that should the Company decide to transfer any services provided by Epiq Scripts in a Current Jurisdiction to another pharmaceutical service provider, the Company will be required to pay Epiq Scripts a fee of 1% of the total gross sales of all Prescription Products (defined below) by the Company resulting from the Transferred Services in the Current Jurisdiction, for a period of the lesser of (a) five (5) years from the date the Company transferred the Transferred Services; and (b) through the end of the term of the MSA (including where applicable, any renewal term)(the Non-Use Fee). The Non-Use Fee is payable monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar quarter. Notwithstanding the above, the Non-Use Fee shall not apply, and the Company shall not be obligated to pay any Non-Use Fee (a) in the event that the Transferred Services are provided directly by the Company or a majority-owned subsidiary of the Company; (b) in the event the Company decides to enter into an agreement with another pharmaceutical service provider to provide Pharmaceutical Services in a Future Jurisdiction; or (c) in connection with any services provided by any parties in any Future Jurisdictions. The First Amendment also provides that until the fifth anniversary of the First Amendment, the Company shall notify Epiq Scripts in writing of any plans to (a) expand its need for pharmacy services outside of those contemplated by the MSA; (b) expand its need for pharmacy services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new countries); or (c) begin providing pharmacy services internally (either through organic growth or acquisition). Thereafter Epiq Scripts has the right to provide the Company written notice of its intention to provide such services (as described in (a) or (b) above, whereafter the Company is required to discuss and negotiate such services in good faith with Epiq Scripts for a period of not less than 15 days). Otherwise, in the event of the occurrence of an event discussed in (c) above, the Company is required to discuss the possibility of Epiq Scripts either co-operating the pharmacy or providing management services to the Company in good faith for 15 days. In the event after such 15 day period, the Company and Epiq Scripts cannot come to a mutually agreeable agreement, the Company is under no further obligation regarding the matter set forth in the notice provided to Epiq Scripts. | 128 | | | | | Finally, the First Amendment includes a requirement whereby if Epiq Scripts receives notice of any proposed fundamental transaction involving Epiq Scripts or its assets, including any agreement, arrangement, offer or proposal (including a letter of intent, term sheet, form of definitive agreement or definitive agreement) for an asset sale or acquisition, merger, acquisition or sale of securities, or redemption or repurchase of securities, Epiq Scripts must provide the Company notice of such offer within three days, after which receipt the Company will have the right of first refusal for 30 days to become the purchaser in connection with the notified transaction, on the terms, and subject to the conditions, set forth in such notified offer and pursuant to the conditions of the First Amendment. On January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Companys Audit Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements with Epiq Scripts, LLC, which is 51% owned by Jacob Cohen, the Companys Chief Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches Corp., the Companys current subsidiary. 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. *Settlement Agreement* On May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the Settlement) between the Company, Jacob D. Cohen, the Companys 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 62,500 shares of restricted common stock of the Company (the Settlement Shares). The Settlement Agreement was entered into following a mediation between the parties. Eugene Johnston CFO Agreement On March 20, 2026 and effective on October 1, 2025, the Company entered into a Consulting agreement with Mr. Johnston, the Companys Chief Financial Officer, pursuant to which Mr. Johnston agreed to serve as the Chief Financial Officer of the Company and to provide services to the Company as reasonably requested during the term of the Consulting Agreement, which is 12 months. As consideration for the services to be provided by Mr. Johnston under the Consulting Agreement, the Company agreed to pay him (a) $4,000 per month and increasing to $6,000 per month effective March 1, 2026; Pursuant to the Consulting Agreement, we agreed to reimburse Mr. Johnstons expenses, subject to pre-approval for any expense greater than $500. The Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties; (ii) with written notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30 days; or (iii) by Mr. Johnston, at any time, for any reason. The Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to customary exceptions. Further, Mr. Johnston is subject to certain non-solicitation covenants during the term of the agreement and for 12 months thereafter. Mr. Johnston is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee and/or Board of Directors. Mr. Johnstons compensation under the Consulting Agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended Consulting Agreement. *Greentree Service Agreements* On September 1, 2023, we entered into a service agreement with Greentree Financial Group, Inc. (Greentree). Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) bookkeeping services for the Company for the period from October 1, 2023 through September 30, 2024; (b) advice and assistance to the Company in connection with the conversion of its financial reporting systems, including its projected financial statements, to a format that is consistent with US GAAP; (c) assistance to the Company with compliance filings for the quarters ended September 30, 2023, March 31, 2024, June 30, 2024 and the year ended December 31, 2023, including the structure and entries as well as assistance with US GAAP footnotes; (d) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the SEC; and (e) providing necessary consulting services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its attorneys, CPAs and transfer agent. Since February 2015, Mr. Eugene (Gene) M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022) has served as an Audit Manager for Greentree. | 129 | | | | | The Company agreed to issue Greentree 5,000 shares of the Companys restricted common stock upon the parties entry into the agreement, and to pay Greentree $40,000 in cash, payable as follows: (a) $20,000 on or before September 30, 2023; (b) $20,000 on or before March 31, 2024. We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentrees activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. The shares were valued at $16.95 per share for a total of $84,750. On December 2, 2024, the Company entered into another service agreement with Greentree. The Company and Greentree were previously party to a service agreement which expired pursuant to its terms on September 30, 2024. Since February 2015, Mr. Eugene M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022), has served as Audit Manager for Greentree. Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) assistance to the Company with compliance filings for the quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and the year ended December 31, 2024, including the consolidation structure and entries as well as assistance with United States Generally Accepted Accounting Principles (US GAAP) footnotes; (b) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the Securities and Exchange Commission (the SEC); (c) providing necessary consulting services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its attorneys, certified public accountants and transfer agent; and (d) preparing and filing the Companys tax returns with the Internal Revenue Service for the 2024 tax year. The Company agreed to issue Greentree 40,000 shares of the Companys restricted common stock upon the parties entry into the agreement (fully-earned upon issuance), and to pay Greentree $40,000 in cash, payable as follows: (a) $20,000 on or before December 31, 2024; and (b) $20,000 on or before March 31, 2025. We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentrees activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company. The Service Agreement continued in effect through October 15, 2025, but may be terminated earlier with 45 days notice from the Company to Greentree, provided that in the event the Company terminates the agreement prior to the end of the Term, the entire cash fee due during the term of the Service Agreement is immediately due and payable. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. Under his personal consulting agreement. Mr. Johnston does not receive any compensatory benefit from the agreement with Greentree. Mr. Johnstons personal compensation is separately disclosed above and in Item 11 Executive Compensation. The Companys Audit Committee has reviewed and approved both the Greentree service agreements and Mr. Johnstons personal consulting arrangement on arms-length terms. *Mango & Peaches Agreements* 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. Pursuant to the Contribution Agreement, the Company contributed substantially all of its assets, including ownership of: (a) its 98% ownership of MangoRx Mexico S.A. de C.V., a Mexican Stock Company; and (b) its 100% ownership of MangoRx UK Limited, a company incorporated under the laws of the United Kingdom, to Mango & Peaches, in order to restructure the ownership and operations of the Company, better segregate such operations and liabilities and provided for the issuance of a portion of the capital of Mango & Peaches to Mr. Jacob Cohen, the Chief Executive Officer of the Company, as additional consideration to Mr. Cohen, as discussed in greater detail under Item 11. Executive CompensationEmployment and Consulting AgreementsJacob D. Cohen, Chief Executive Officer, pursuant to which the Company agreed to issue Mr. Cohen certain shares of common stock and Series A Preferred Stock of Mango & Peaches (the issuance of which is discussed in greater detail below). | 130 | | | | | In consideration for the transfer of the assets, the Company received 4,999,999 shares of Mango & Peaches common stock, bringing its ownership to 5,000,000 shares of common stock of Mango & Peaches upon the closing of the Contribution Agreement. Pursuant to the Contribution Agreement, Mango & Peaches assumed all of the liabilities of the Company relating to the Contributed Assets contributed, but none of the other liabilities of the Company and the Company agreed to indemnify Mango & Peaches against any damages relating to a breach of any representation or warranty of the Company in the Contribution Agreement, or any claim relating to the Contributed Assets, before the Contribution Effective Date (defined below); and Mango & Peaches agreed to indemnify the Company against any damages relating to a breach of any representation or warranty of Mango & Peaches in the Contribution Agreement, or any claim relating to the Contributed Assets, after the Contribution Effective Date. The Contribution Agreement and the contribution and assumption provided for therein was effective December 15, 2024. 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, 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 designated 100 shares of Series A Super Majority Voting Preferred Stock, the rights of which are discussed in greater detail below: The Series A Designation provides for the Series A Super Majority Voting 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 Super Majority Voting 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) equal to fifty-one percent (51%) of the total vote, and that so long as Series A Super Majority Voting Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Super Majority Voting Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Super Majority Voting Preferred Stock, (ii) effect any reclassification of the Series A Super Majority Voting Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Super Majority Voting Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments). Additionally, subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Super Majority Voting Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Super Majority Voting Preferred Stock, voting together as a class: (a) issue any additional shares of Series A Super Majority Voting Preferred Stock after the original issuance of shares of Series A Super Majority Voting Preferred Stock; (b) increase or decrease the total number of authorized or designated shares of Series A Super Majority Voting Preferred Stock; (c) effect an exchange, reclassification, or cancellation of all or a part of the Series A Super Majority Voting Preferred Stock; (d) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Super Majority Voting Preferred Stock; or (e) alter or change the rights, preferences or privileges of the shares of Series A Super Majority Voting Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in the Series A Designation. On May 13, 2025, Mango & Peaches issued 4,892,906 shares of its common stock and 100 shares of its Series A Super Majority Voting Preferred 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. Cohens 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, which provide him the right to approve any merger or consolidation of Mango & Peaches and/or any amendment to the Certificate of Formation of Mango & Peaches. | 131 | | | | | Additionally, Mr. Cohen, pursuant to the terms of his Employment Agreement, as amended, discussed in greater detail under Item 11. Executive CompensationEmployment and Consulting Agreements Jacob D. Cohen, Chief Executive Officer, has the right to earn up to $10 million bonus (the Mango & Peaches Bonus), which is convertible at his option, at a conversion price of $0.50 per share, into up to 20,000,000 shares of common stock of Mango & Peaches. In the event the full amount of the Mango & Peaches Bonus, vests to Mr. Cohen and he converts such entire Mango & Peaches Bonus into 20,000,000 Mango & Peaches Bonus Shares pursuant to the conversion terms thereof, he will own 81.3% of Mango & Peaches outstanding common stock (not factoring in any other issuances), and 92.8% of Mango & Peaches outstanding voting stock (as a result of the ownership of the Mango & Peaches Series A Shares and not factoring in any future issuances). There is no assurance that any of the milestones will be reached by Mango & Peaches and/or that any portion of the Mango & Peaches Bonus will vest to Mr. Cohen or that any Mango & Peaches Bonus Shares will be issued to Mr. Cohen. *LT Global Agreement* On January 28, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Companys 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. Jacob Cohen, the Companys Chief Executive Officer and Chairman. Pursuant to the agreement, LT Global agreed to provide us virtual professionals at the rate of between $1,800 to $3,500 on a full-time basis per virtual professional. The agreement has a term beginning on January 15, 2025, and continuing until either party provides the other at least 30 days prior written notice. The agreement includes customary confidentiality requirements of the parties, indemnification requirements, and other provisions. **Related Party Loans and Advances** On March 18, 2024, the Company borrowed $50,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D. Cohen, the Companys Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. On April 1, 2024, the Company borrowed $100,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D. Cohen, the Companys Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. 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 is 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, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd. Pursuant to the Note Purchase, Mill End purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company as borrower, to 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 is no longer considered a related party note. | 132 | | | | | 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 May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Companys 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 holders 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 Notes 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. 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 therewithwhich conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement. | 133 | | | | | The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights. On December 4, 2025, the Company borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Companys Chief Executive Officer and Chairman, Jacob D. Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $75,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) December 4, 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 Promissory 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 Promissory 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 holders expected return over the full term of the Promissory Note. The Promissory 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 Promissory Note as any fundraising transaction completed after the Promissory Notes effective date, other than a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital. In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Promissory 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 Promissory Note automatically increases to an amount equal to the then outstanding balance of the Promissory Note, plus the Make Whole Amount. The Companys Chairman and Chief Executive Officer, Jacob D. Cohen, has made his personal credit card available for purchases on behalf of the Company to cover various general and administrative expenses. Mr. Cohen has been repaid a total of $1,153,674 as of the date of this Report for Company purchases made on his personal credit card. | 134 | | | | | **Review, Approval and Ratification of Related Party Transactions** Our Audit Committee is tasked with reviewing related party transactions to determine whether such transactions are fair to the Company and its shareholders. The Audit Committee of the Board of Directors of the Company will also review and approve any issues relating to conflicts of interests and all related party transactions of the Company (Related Party Transactions). The Audit Committee, in undertaking such review and will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate, in determining whether to approve a Related Party Transaction: (1) the fairness of the terms for the Company (including fairness from a financial point of view); (2) the materiality of the transaction; (3) bids / terms for such transaction from unrelated parties; (4) the structure of the transaction; (5) the policies, rules and regulations of the U.S. federal and state securities laws; (6) the policies of the Committee; and (7) interests of each related party in the transaction. The Audit Committee will only approve a Related Party Transaction if the Audit Committee determines that the terms of the Related Party Transaction are beneficial and fair (including fair from a financial point of view) to the Company and are lawful under the laws of the United States. In the event multiple members of the Audit Committee are deemed a related party, the Related Party Transaction will be considered by the disinterested members of the Board of Directors in place of the Committee. In addition, our Code of Business Conduct and Ethics (described above under ManagementCode of Ethics), which is applicable to all of our employees, officers and directors, requires that all employees, officers and directors avoid any conflict, or the appearance of a conflict, between an individuals personal interests and our interests. **Director Independence** Our common stock is currently quoted on the Nasdaq Capital Market. Nasdaq requires that a majority of our Board of Directors be independent. Our Board of Directors has determined that each of Lorraine DAlessio , Alex P. Hamilton and Dr. Kenny Myers is an independent director as defined under the Nasdaq rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act. In assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated. Furthermore, the Board has determined that each of the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, is independent within the meaning of Nasdaq director independence standards applicable to members of such committees, as currently in effect. The Compensation Committee members also qualify as non-employee directors within the meaning of Section 16 of the Exchange Act. Item 14. Principal Accountant Fees and Services. Our independent public accounting firm is Turner, Stone & Company, L.L.P., Dallas, Texas, PCAOB Auditor ID 76. The following table sets forth the fees billed by our principal independent accountant, Turner, Stone & Company, L.L.P., for the year ended December 31, 2025, and 2024, for the categories of services indicated. | | | Year Ended December 31, 2025 | | | Year Ended December 31, 2024 | | | | Audit Fees | | $ | 163,400 | | | $ | 87,200 | | | | Audit Related Fees | | | | | | $ | - | | | | Tax Fees | | | | | | $ | - | | | | All Other Fees | | | | | | | - | | | | Total | | $ | 163,400 | | | $ | 87,200 | | | *Audit fees*. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements. *Audit-related fees*. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees, review of our Forms 8-K filings and services that are normally provided by the accountant in connection with non-year-end statutory and regulatory filings or engagements. *Tax fees*. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning. *Other fees*. Other services provided by our accountants. **Pre-Approval Policies** It is the policy of our board of directors that all services to be provided by our independent registered public accounting firm, including audit services and permitted audit-related and non-audit services, must be pre-approved by our board of directors. Our board of directors pre-approved all services, audit and non-audit, provided to us by Turner, Stone & Company, L.L.P., for the years ended December 31, 2025, and 2024. | 135 | | | | | **** PART IV Item 15. Exhibits and Financial Statement Schedules. *(a) Documents filed as part of this Report:* *(1) Financial Statements* | | Page | | | Index to Financial Statements | | | | Report of Independent Registered Public Accounting Firm | F-1 | | | Consolidated Balance Sheets | F-2 | | | Consolidated Statements of Operations and Comprehensive Income | F-3 | | | Consolidated Statements of Shareholders Equity | F-5 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to Consolidated Financial Statements | F-7 | | *(2) Financial Statement Schedules:* Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K. *(3) Exhibits required by Item 601 of Regulation S-K* | | | | | Filed/ | | Incorporated by Refernece | | | Exhibit | | Description of | | Furnished | | | | | | Filing | | File | | | Number | | Exhibit | | Herewith | | Form | | Exhibit | | Date | | Number | | | 3.1 | | Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021 | | | | S-1 | | 3.1 | | 1/13/2023 | | 333-269240 | | | 3.2 | | Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022 | | | | S-1 | | 3.2 | | 1/13/2023 | | 333-269240 | | | 3.3 | | Certificate of Amendment to Certificate of Formation, as amended and restated of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 8, 2024 | | | | 8-K | | 3.1 | | 10/11/2024 | | 001-41615 | | | 3.4 | | Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 2024 | | | | 10-K | | 3.3 | | 4/1/2024 | | 001-41615 | | | 3.5 | | Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 2024 | | | | 8-K | | 3.1 | | 4/25/2024 | | 001-41615 | | | 3.6 | | Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 2024 | | | | 8-K | | 3.1 | | 5/2/2024 | | 001-41615 | | | 3.7 | | Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on June 27, 2024 | | | | 8-K | | 3.2 | | 7/2/2024 | | 001-41615 | | | 3.8 | | Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 2025 | | | | 8-K | | 3.3 | | 3/19/2025 | | 001-41615 | | | 136 | | | | | | 3.9 | | Bylaws of Mangoceuticals, Inc. | | | | S-1 | | 3.3 | | 1/13/2023 | | 333-269240 | | | 3.19 | | Certificate of Formation of Mango & Peaches, Inc., as filed with the Secretary of State of Texas on December 10, 2024 | | | | 8-K | | 3.1 | | 12/19/2024 | | 001-41615 | | | 3.11 | | Certificate of Designations of Mango & Peaches Corp., Establishing the Designations, Preferences, Limitations, and Relative Rights of Its Series A Super Majority Voting Preferred Stock, filed with the Secretary of State of Texas on January 9, 2025 | | | | 8-K | | 3.1 | | 1/15/2025 | | 001-41615 | | | 3.12 | | Certificate of Designations, Preferences and Rights of 6% Series B Convertible Preferred Stock of Mango & Peaches Corp., filed with the Secretary of State of Texas on July 3, 2025 | | | | 8-K | | 3.1 | | 7/9/2025 | | 001-41615 | | | 3.13 | | Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 2025 | | | | 8-K | | 3.3 | | 3/19/2025 | | 001-41615 | | | 3.14 | | Bylaws of Mango & Peaches, Inc. | | | | 8-K | | 3.2 | | 12/19/2024 | | 001-41615 | | | 4.1 | | Common Stock Purchase Warrant granted to Boustead Securities, LLC evidencing the right to acquire 87,500 shares of common stock (dated March 23, 2023) | | | | 10-Q | | 4.1 | | 5/10/2023 | | 001-41615 | | | 4.2 | | Form of Common Stock Purchase Warrant (Investors 2022 Private Placement) | | | | S-1 | | 4.2 | | 1/13/2023 | | 333-269240 | | | 4.3 | | Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on December 19, 2023 | | | | 8-K | | 4.1 | | 12/19/2023 | | 001-41615 | | | 4.4 | | Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on January 22, 2024 | | | | 8-K | | 4.1 | | 1/22/2024 | | 001-41615 | | | 4.5 | | Common Share Purchase Warrant dated April 4, 2024, granted to Platinum Point Capital LLC | | | | 8-K | | 4.1 | | 4/11/2024 | | 001-41615 | | | 4.6 | | Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC | | | | 8-K | | 4.1 | | 7/2/2024 | | 001-41615 | | | 4.7 | | Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC | | | | 8-K | | 4.2 | | 7/2/2024 | | 001-41615 | | | 4.8 | | Form of Common Share Purchase Warrant between Mangoceuticals, Inc. and the holders thereof (December 2024 Offering) | | | | 8-K | | 4.1 | | 12/26/2024 | | 001-41615 | | | 4.9 | | Form of Common Stock Purchase Warrant Unit Offering (May 2025) | | | | 8-K | | 4.1 | | 5/29/2025 | | 001-41615 | | | 4.10 | | Common Stock Purchase Warrant to purchase 275,482 shares of common stock, issued to Indigo Capital LP dated May 27, 2025 | | | | 8-K | | 4.2 | | 5/29/2025 | | 001-41615 | | | 4.11 | | Common Stock Purchase Warrant to purchase 50,000 shares of common stock, issued to Tiger Cub Trust dated July 21, 2025 | | | | 8-K | | 4.1 | | 7/22/2025 | | 001-41615 | | | 4.12 | | Form of Pre-Funded Common Stock Purchase Warrant dated December 18, 2025 | | | | 8-K | | 4.1 | | 12/19/2025 | | 001-41615 | | | 4.13 | | Form of Common Stock Purchase Warrant dated December 18, 2025 | | | | 8-K | | 4.2 | | 12/19/2025 | | 001-41615 | | | 4.14 | | Description of the Registrants Securities | | | | 10-K | | 4.5 | | 4/1/2024 | | 001-41615 | | | 10.1 | | Stock Purchase Agreement between American International Holdings Corp. and Cohen Enterprises, Inc., dated June 16, 2022 | | | | S-1 | | 10.1 | | 1/13/2023 | | 333-269240 | | | 10.2 | | Physician Services Agreement dated August 1, 2022, between Mangoceuticals, Inc. and BrighterMD, LLC dba Doctegrity | | | | S-1 | | 10.3 | | 1/13/2023 | | 333-269240 | | | 137 | | | | | | 10.3 | | Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc. | | | | S-1 | | 10.4 | | 1/13/2023 | | 333-269240 | | | 10.4 | # | Executive Employment Agreement dated August 31, 2022, between Mangoceuticals, Inc. and Jacob D. Cohen | | | | S-1 | | 10.5 | | 1/13/2023 | | 333-269240 | | | 10.5 | # | Mangoceuticals, Inc. 2022 Equity Incentive Plan | | | | S-1 | | 10.7 | | 1/13/2023 | | 333-269240 | | | 10.6 | # | Stock Option Agreement dated August 31, 2022 between Mangoceuticals, Inc. and Jacob D. Cohen (750,000 option shares) | | | | S-1 | | 10.8 | | 1/13/2023 | | 333-269240 | | | 10.7 | # | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Dr. Kenny Myers | | | | S-1 | | 10.17 | | 1/13/2023 | | 333-269240 | | | 10.8 | # | October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Kenny Myers | | | | S-1 | | 10.18 | | 1/13/2023 | | 333-269240 | | | 10.9 | # | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Alex P. Hamilton | | | | S-1 | | 10.19 | | 1/13/2023 | | 333-269240 | | | 10.10 | # | October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Alex P. Hamilton | | | | S-1 | | 10.20 | | 1/13/2023 | | 333-269240 | | | 10.11 | # | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Lorraine DAlessio | | | | S-1 | | 10.21 | | 1/13/2023 | | 333-269240 | | | 10.12 | # | October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Lorraine DAlessio | | | | S-1 | | 10.22# | | 1/13/2023 | | 333-269240 | | | 10.13 | # | Master Services Agreement dated December 1, 2022, between Mangoceuticals, Inc. and Global Career Networks, Inc. | | | | S-1 | | 10.24 | | 1/13/2023 | | 333-269240 | | | 10.14 | | Waiver Agreement dated December 30, 2022, between Mangoceuticals, Inc. and Boustead Securities, LLC | | | | S-1 | | 10.26 | | 1/13/2023 | | 333-269240 | | | 10.15 | # | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Sultan Haroon | | | | S-1/A | | 10.31 | | 1/26/2023 | | 333-269240 | | | 10.16 | # | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and John Helfrich | | | | S-1/A | | 10.32 | | 1/26/2023 | | 333-269240 | | | 10.17 | # | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Justin Baker | | | | S-1/A | | 10.33 | | 1/26/2023 | | 333-269240 | | | 10.18 | # | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Maja Matthews | | | | S-1/A | | 10.34 | | 1/26/2023 | | 333-269240 | | | 10.19 | # | Employment Agreement dated and effective May 1, 2023, by and between Mangoceuticals, Inc. and Amanda Hammer | | | | 8-K | | 10.1 | | 5/4/2023 | | 001-41615 | | | 10.20 | # | Stock Option Agreement dated May 1, 2023 between Mangoceuticals, Inc. and Amanda Hammer | | | | 8-K | | 10.2 | | 5/4/2023 | | 001-41615 | | | 10.21 | | Service Agreement dated September 1, 2023, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc. | | | | 8-K | | 10.1 | | 9/8/2023 | | 001-41615 | | | 10.22 | | Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc. | | | | 8-K | | 10.2 | | 9/21/2023 | | 001-41615 | | | 10.23 | | First Addendum to Master Services Agreement dated September 15, 2023, by and between Mangoceuticals, Inc. and Epiq Scripts, LLC | | | | 8-K | | 10.3 | | 9/21/2023 | | 001-41615 | | | 10.24 | # | Consulting Agreement dated and effective October 3, 2023, by and between Mangoceuticals, Inc. and Eugene M. Johnston | | | | 8-K | | 10.1 | | 10/4/2023 | | 001-41615 | | | 10.25 | # | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated November 1, 2023 between Mangoceuticals, Inc. and Dr. Douglas Christianson | | | | S-1 | | 10.44 | | 12/11/2023 | | 333-275993 | | | 10.26 | | Marketing Agreement dated December 10, 2023, by and between Mangoceuticals, Inc. and Marius Pharmaceuticals | | | | 8-K | | 10.1 | | 12/11/2023 | | 001-41615 | | | 138 | | | | | | 10.27 | # | Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 Jacob Cohen 1,250,000 shares | | | | 8-K | | 10.2 | | 12/29/2023 | | 001-41615 | | | 10.28 | # | Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 - Jacob Cohen - 1,250,000 shares | | | | 8-K | | 10.2 | | 1/2/2024 | | 001-41615 | | | 10.29 | # | First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan | | | | 8-K | | 10.1 | | 3/26/2024 | | 001-41615 | | | 10.30 | # | Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan | | | | 8-K | | 10.2 | | 3/26/2024 | | 001-41615 | | | 10.31 | + | Securities Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | | | | 8-K | | 10.1 | | 4/11/2024 | | 001-41615 | | | 10.32 | + | Equity Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | | | | 8-K | | 10.2 | | 4/11/2024 | | 001-41615 | | | 10.33 | | Registration Rights Agreement (SPA), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | | | | 8-K | | 10.3 | | 4/11/2024 | | 001-41615 | | | 10.34 | | Registration Rights Agreement (ELOC), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | | | | 8-K | | 10.4 | | 4/11/2024 | | 001-41615 | | | 10.35 | | Patent Purchase Agreement dated April 24, 2024, by and between Mangoceuticals, Inc., as purchaser and Intramont Technologies, Inc., as seller | | | | 8-K | | 10.1 | | 4/25/2024 | | 001-41615 | | | 10.36 | | Omnibus Amendment Agreement No. 1 dated June 27, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | | | | 8-K | | 10.2 | | 7/2/2024 | | 001-41615 | | | 10.37 | | Master Distribution Agreement dated July 2, 2024 and entered into on July 9, 2024, by and between Mangoceuticals, Inc. and ISFLST, Inc. (ISFLST) | | | | 8-K | | 10.1 | | 7/11/2024 | | 001-41615 | | | 10.38 | # | $150,000 Promissory Note issued by Mangoceuticals, Inc. in favor of Cohen Enterprises, Inc. | | | | 8-K | | 10.1 | | 10/22/2024 | | 001-41615 | | | 10.39 | # | Consulting Agreement dated November 11, 2024, and effective October 1, 2024, by and between Mangoceuticals, Inc. and Eugene M. Johnston | | | | 8-K | | 10.1 | | 11/12/2024 | | 001-41615 | | | 10.40 | | Service Agreement dated December 2, 2024, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc. | | | | 8-K | | 10.1 | | 12/6/2024 | | 001-41615 | | | 10.41 | + | Patent Purchase Agreement dated December 13, 2024, by and between Mangoceuticals, Inc., as purchaser and Greenfield Investments, Ltd, as seller | | | | 8-K | | 10.1 | | 12/19/2024 | | 001-41615 | | | 10.42 | | Parent Subsidiary Contribution Agreement dated December 13, 2024, by and between Mangoceuticals, Inc. and Mango & Peaches Corp. | | | | 8-K | | 10.2 | | 12/19/2024 | | 001-41615 | | | 10.43 | | Amended and Restated Executive Employment Agreement dated December 13, 2024 and effective December 1, 2024, by and between Mangoceuticals, Inc. and Jacob Cohen | | | | 8-K | | 10.3 | | 12/19/2024 | | 001-41615 | | | 10.44 | | Note Purchase Agreement dated December 13, 2024, by and between Cohen Enterprises, Inc., and Mill End Capital Ltd. | | | | 8-K | | 10.4 | | 12/19/2024 | | 001-41615 | | | 10.45 | + | Form of Securities Purchase Agreement relating to the sale of 1,650,000 shares of Series B Convertible Preferred Stock and Warrants to Purchase 1,650,000 shares of Common Stock, between Mangoceuticals, Inc. (December 2024 Offering) | | | | 8-K | | 10.1 | | 12/26/2024 | | 001-41615 | | | 10.46 | | Debt Conversion Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Mill End Capital Ltd. | | | | 8-K | | 10.1 | | 1/21/2025 | | 001-41615 | | | 10.47 | # | Consulting Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Antonios Tony Isaac | | | | 8-K | | 10.2 | | 1/21/2025 | | 001-41615 | | | 139 | | | | | | 10.48 | | August 27, 2024, Payment Plan Letter Agreement between Mangoceuticals, Inc. and Barstool Sports, Inc. relating to $516,250 of outstanding debt | | | | 8-K | | 10.1 | | 1/31/2025 | | 001-41615 | | | 10.49 | | January 10, 2025, Debt Purchase Agreement, between MAAB Global and Barstool Sports Inc. | | | | 8-K | | 10.2 | | 1/31/2025 | | 001-41615 | | | 10.50 | | First Amendment to Payment Plan Letter Agreement between Mangoceuticals, Inc. and MAAB Global, dated January 27, 2025 | | | | 8-K | | 10.3 | | 1/31/2025 | | 001-41615 | | | 10.51 | | Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (MSA) | | | | 8-K | | 10.4 | | 1/31/2025 | | 001-41615 | | | 10.52 | | Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (Consulting Agreement) | | | | 8-K | | 10.5 | | 1/31/2025 | | 001-41615 | | | 10.53 | | LT Global Practice Management Service Agreement dated January 28, 2025, between Mangoceuticals, Inc. and LT Global Practice Management | | | | 8-K | | 10.6 | | 1/31/2025 | | 001-41615 | | | 10.54 | | Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor | | | | 8-K | | 10.7 | | 1/31/2025 | | 001-41615 | | | 10.55 | | Form Common Stock Subscription Agreement (February 2025) | | | | 8-K | | 10.1 | | 2/7/2025 | | 001-41615 | | | 10.56 | # | First Amendment to Employment Agreement dated February 6, 2025, between Mangoceuticals, Inc. and Amanda Hammer | | | | 8-K | | 10.2 | | 2/7/2025 | | 001-41615 | | | 10.57 | | February 11, 2025, Letter Amending April 24, 2024 Patent Purchase Agreement, between Mangoceuticals, Inc. and Intramont Technologies | | | | 8-K | | 10.1 | | 2/12/2025 | | 001-41615 | | | 10.58 | | Form of Common Stock Subscription Agreement (February 2025) | | | | 8-K | | 10.2 | | 2/12/2025 | | 001-41615 | | | 10.59 | | Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan | | | | 8-K | | 10.1 | | 3/19/2025 | | 001-41615 | | | 10.60 | | Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan | | | | 8-K | | 10.2 | | 3/19/2025 | | 001-41615 | | | 10.61 | | Master Distribution Agreement dated March 24, 2025, between Navy Wharf, Ltd, as supplier, and Mangoceuticals, Inc., as distributor | | | | 8-K | | 10.1 | | 3/25/2025 | | 001-41615 | | | 10.62 | | Form of Securities Purchase Agreement dated April 11, 2025, relating to the sale of 100 shares of Series B Convertible Preferred Stock | | | | 8-K | | 10.1 | | 4/17/2025 | | 001-41615 | | | 10.63 | | Promissory Note dated April 15, 2025, evidencing $500,000 owed by Mangoceuticals, Inc. to Indigo Capital LP | | | | 8-K | | 10.2 | | 4/17/2025 | | 001-41615 | | | 10.64 | + | Intellectual Property Purchase Agreement dated April 24, 2025, by and between Mangoceuticals, Inc., as purchaser and Smokeless Technology Corp., as seller | | | | 8-K | | 10.1 | | 4/25/2025 | | 001-41615 | | | 10.65 | + | Consulting Agreement dated April 24, 2025, between Mangoceuticals, Inc. and Strategem Solutions, Inc. | | | | 8-K | | 10.2 | | 4/25/2025 | | 001-41615 | | | 10.66 | + | First Amendment to Amended and Restated Executive Employment Agreement dated April 24, 2025 and effective April 1, 2025, by and between Mangoceuticals, Inc. and Jacob Cohen | | | | 8-K | | 10.3 | | 4/25/2025 | | 001-41615 | | | 10.67 | # | Promissory Note dated May 2, 2025 in the principal amount of $100,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender | | | | 8-K | | 10.1 | | 5/6/2025 | | 001-41615 | | | 10.68 | | Master Distribution Agreement dated May 14, 2025, between PrevenTech Solutions, LLC, as distributor, and Mangoceuticals, Inc., as supplier | | | | 10-Q | | 10.23 | | 5/15/2025 | | 001-41615 | | | 10.69 | | Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and ArcStone Securities and Investments Corp. | | | | 8-K | | 10.1 | | 5/23/2025 | | 001-41615 | | | 140 | | | | | | 10.70 | | Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and Smokeless Technology Corp. | | | | 8-K | | 10.2 | | 5/23/2025 | | 001-41615 | | | 10.71 | | Mutual Rescission and Release Agreement dated May 22 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and Strategem Solutions Inc. | | | | 8-K | | 10.3 | | 5/23/2025 | | 001-41615 | | | 10.72 | | Form Common Stock Subscription Agreement Unit Offering (May 2025) | | | | 8-K | | 10.1 | | 5/29/2025 | | 001-41615 | | | 10.73 | | Agreement to Amend Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc. and Indigo Capital LP | | | | 8-K | | 10.2 | | 5/29/2025 | | 001-41615 | | | 10.74 | | Amended and Restated Convertible Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc., as borrower, and Indigo Capital LP, as holder | | | | 8-K | | 10.3 | | 5/29/2025 | | 001-41615 | | | 10.75 | # | Agreement to Amend Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc. and to Tiger Cub Trust | | | | 8-K | | 10.2 | | 7/22/2025 | | 001-41615 | | | 10.76 | # | Amended and Restated Convertible Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc., as borrower, and to Tiger Cub Trust, as holder | | | | 8-K | | 10.3 | | 7/22/2025 | | 001-41615 | | | 10.77 | | Mutual Rescission and Release Agreement dated and effective July 30, 2025, by and between Mangoceuticals, Inc. and Navy Wharf, Ltd. | | | | 8-K | | 10.1 | | 8/4/2025 | | 001-41615 | | | 10.78 | | Form of Common Stock Subscription Agreement Common Stock Offering (August 2025 Private Offering) | | | | 8-K | | 10.1 | | 9/2/2025 | | 001-41615 | | | 10.79 | # | Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan | | | | 8-K | | 10.2 | | 3/19/2025 | | 001-41615 | | | 10.80 | # | Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated September 9, 2025 Jacob Cohen 500,000 shares | | | | 8-K | | 10.2 | | 9/12/2025 | | 001-41615 | | | 10.81 | | Lease Agreement dated as of October 27, 2025 by and between SVHQ, LLC, as Landlord, and Mangoceuticals, Inc., as Tenant | | | | 8-K | | 10.1 | | 10/28/2025 | | 001-41615 | | | 10.82 | # | Separation Agreement dated as of October 27, 2025 by and between Mangoceuticals, Inc. and Amanda Hammer | | | | 8-K | | 10.2 | | 10/28/2025 | | 001-41615 | | | 10.83 | # | Promissory Note dated December 4, 2025 in the principal amount of $75,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender | | | | 8-K | | 10.1 | | 12/10/2025 | | 001-41615 | | | 10.84 | | Master Services Agreement by and between Mango DAT, LLC and Cube Operations LLC, dated as of December 17, 2025 | | | | 8-K | | 10.1 | | 12/19/2025 | | 001-41615 | | | 10.85 | | Order Form by and between Mango DAT, LLC and Cube Operations LLC, dated as of December 17, 2025 | | | | 8-K | | 10.2 | | 12/19/2025 | | 001-41615 | | | 10.86 | + | Securities Purchase Agreement dated December 18, 2025, between Mangoceuticals, Inc. and the Purchaser(s) party thereto | | | | 8-K | | 10.1 | | 12/19/2025 | | 001-41615 | | | 10.87 | | Placement Agency Agreement dated December 18, 2025, between Mangoceuticals, Inc. and Aegis Capital Corp. | | | | 8-K | | 10.2 | | 12/19/2025 | | 001-41615 | | | 10.88 | | Registration Rights Agreement dated December 18, 2025, between Mangoceuticals, Inc. and the Purchaser(s) party thereto | | | | 8-K | | 10.3 | | 12/19/2025 | | 001-41615 | | | 10.89 | | Mangoceuticals, Inc. Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 2026 | | | | 8-K | | 10.1 | | 03/17/2026 | | 001-41615 | | | 14.1 | | Code of Business Conduct and Ethics | | | | S-1 | | 14.1 | | 1/13/2023 | | 333-269240 | | | 19.1 | | Mangoceuticals, Inc. Policy on Insider Trading | | | | 10-K | | 19.1 | | 3/20/2025 | | 001-41615 | | | 21.1 | * | Subsidiaries | | X | | | | | | | | | | | 23.1 | * | Consent of Turner, Stone & Company, L.L.P. | | X | | | | | | | | | | | 24.1 | * | Power of Attorney (included on the Signatures page of this Report on Form 10-K). | | X | | | | | | | | | | | 141 | | | | | | 31.1 | * | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | | X | | | | | | | | | | | 31.2 | * | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | | X | | | | | | | | | | | 32.1 | ** | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | | X | | | | | | | | | | | 32.2 | ** | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | | X | | | | | | | | | | | 99.1 | | Audit Committee Charter | | | | S-1 | | 99.1 | | 1/13/2023 | | 333-269240 | | | 99.2 | | Compensation Committee Charter | | | | S-1 | | 99.2 | | 1/13/2023 | | 333-269240 | | | 99.3 | | Nominating and Corporate Governance Committee Charter | | | | S-1 | | 99.3 | | 1/13/2023 | | 333-269240 | | | 99.4 | | Whistleblower Protection Policy | | | | S-1 | | 99.4 | | 1/13/2023 | | 333-269240 | | | 99.5 | | Mangoceuticals, Inc. Advisory Board Charter, adopted January 6, 2023 | | | | S-1 | | 99.5 | | 1/13/2023 | | 333-269240 | | | 97.1 | | Mangoceuticals, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation | | | | 10-Q | | 10.42 | | 10/27/2023 | | 001-41615 | | | 101.INS | * | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | X | | | | | | | | | | | 101.SCH | * | XBRL Taxonomy Extension Schema Document | | X | | | | | | | | | | | 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | | X | | | | | | | | | | | 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | | X | | | | | | | | | | | 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | | X | | | | | | | | | | | 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | | X | | | | | | | | | | | 104 | * | Inline XBRL for the cover page of this Transition Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set | | X | | | | | | | | | | * Filed herewith. ** Furnished herewith. # Indicates management contract or compensatory plan or arrangement. Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601 because they are both (i) not material to investors and (ii) the type of information that the Registrant customarily and actually treats as private or confidential, and have been marked with [***] to indicate where omissions have been made. The Registrant agrees to furnish supplementally an unredacted copy of the Exhibit to the SEC upon its request. + 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. Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Item 16. Form 10K Summary. None. | 142 | | | | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. | | Mangoceuticals, Inc. | | | | | | | | Date: March 31, 2026 | By: | /s/ Jacob D. Cohen | | | | | Jacob D. Cohen | | | | | Chairman and Chief Executive Officer | | | | | (Principal Executive Officer) | | **Power of Attorney** KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jacob D. Cohen, his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Name | | Title | | Date | | | | | | | | | | /s/ Jacob D. Cohen | | Chief Executive Officer and Chairman | | March 31, 2026 | | | Jacob D. Cohen | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Eugene M. Johnston | | Chief Financial Officer | | March 31, 2026 | | | Eugene M. Johnston | | (Principal Financial/Accounting Officer) | | | | | | | | | | | | /s/ Lorraine DAlessio | | Director | | March 31, 2026 | | | Lorraine DAlessio | | | | | | | | | | | | | | /s/ Alex P. Hamilton | | Director | | March 31, 2026 | | | Alex P. Hamilton | | | | | | | | | | | | | | /s/ Dr. Kenny Myers | | Director | | March 31, 2026 | | | Dr. Kenny Myers | | | | | | **** | 143 | | ****