UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

OR

 

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

 

For the transition period from         to          

 

Commission File Number: 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 N. Dallas Parkway, Suite 240 Dallas, Texas		75248
(Address of principal executive offices)		(Zip Code)

 

(214) 242-9619

(Registrant’s Telephone Number, Including Area Code)

 

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, par value $0.0001 per share		MGRX		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Number of shares of registrant’s common stock outstanding as of August 13, 2026: 21,567,422.

 

 

 

Cautionary Statement Regarding Forward-Looking Statements	3
Additional Information	6
Part I – FINANCIAL INFORMATION	7
Item 1. Financial Statements	7
Condensed Consolidated Balance Sheets	7
Condensed Consolidated Statements of Operations	8
Condensed Consolidated Statements of Comprehensive Loss	9
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	10
Condensed Consolidated Statements of Cash Flows	11
Notes to Condensed Consolidated Financial Statements	12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	57
PART II - OTHER INFORMATION	58
Item 1. Legal Proceedings	58
Item 1A. Risk Factors	58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	64
Item 3. Defaults Upon Senior Securities.	65
Item 4. Mine Safety Disclosures	65
Item 5. Other Information.	65
Item 6. Exhibits	66

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of Mangoceuticals, Inc. (the “Company”) that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, including under, or incorporated by reference into, “Risk Factors”, which factors include:

 

● the anticipated timing, terms, and completion of the Transaction (defined and discussed below), including the closing of the BCA (defined below), the receipt of the required approvals therefore, and the anticipated post-closing ownership, governance, and business of the combined company, which are subject to substantial risks and uncertainties that could cause actual results to differ materially, including the risk that the Transaction is not completed on the anticipated terms or timeline, or at all;

 

● 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 Iran) and other large-scale crises;

 

● our ability to protect intellectual property rights, claims that we have infringed on intellectual property rights, litigation and the outcome thereof, claims that we have infringed on intellectual property rights, litigation and the outcome thereof;

 

● our ability to 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 under, and incorporated by reference into, “Item 1A. Risk Factors”, below.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

 

You should read the matters described in “Item 1A. Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein and therein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. All forward-looking statements included herein speak only of the date of the filing of this Report. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

 

Summary Risk Factors

 

Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below, as well as the risks and uncertainties discussed in, and incorporated by reference in, Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on April 1, 2026 (the “2025 Annual Report”). Investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q, including our financial statements and related notes, and our other filings made from time to time with the Securities and Exchange Commission. Our business operations could also be affected by factors that we currently consider to be immaterial or that are unknown to us at the present time. If any of these risks occur, our business, financial condition, and results of operations could be materially and adversely affected, and the trading price of our common stock could decline or our common stock could become worthless.

 

 

Our business is subject to numerous risks and uncertainties, including those described below and elsewhere in this Report. These risks include, but are not limited to, the following:

 

● The anticipated timing, terms, and completion of the Transaction, including the closing of the BCA, the receipt of the required approvals therefore, and the anticipated post-closing ownership, governance, and business of the combined company, which are subject to substantial risks and uncertainties that could cause actual results to differ materially, including the risk that the Transaction is not completed on the anticipated terms or timeline, or at all

 

● 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 expected to be, approved by the U.S. Food and Drug Administration (“FDA”) and have not had the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death;

 

● Risks that the FDA may determine that the compounding of our products does not fall within the exemption from the Federal Food, Drug and Cosmetic Act (“FFD&C Act”) provided by Section 503A thereof;

 

● Our significant reliance on related party transactions and risks associated with such related party relationships and agreements;

 

● The effect of data security breaches, malicious code and/or hackers;

 

● Competition and our ability to create a well-known brand name;

 

● Changes in consumer tastes and preferences;

 

● Material changes and/or terminations of our relationships with key parties;

 

● Significant product returns from customers, product liability, recalls and litigation associated with tainted products or products found to cause health issues;

 

● Our ability to innovate, expand our offerings and compete against competitors which may have greater resources;

 

● Our ability to prevent credit card and payment fraud;

 

● Risks associated with inflation, changes in interest rates, tariffs and trade wars, and economic downturns, including potential recessions, as well as macroeconomic, geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russian conflict, the Israel/Hamas conflict and the Iran/U.S. conflict) and other large-scale crises;

 

● The risk of unauthorized access to confidential information;

 

● Our ability to protect our intellectual property and trade secrets, claims from third-parties that we have violated their intellectual property or trade secrets and potential lawsuits in connection therewith;

 

 

● Our and our providers’ ability to comply with government regulations, changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, and our ability to comply with such new laws or regulations;

 

● Our reliance on our current management and the terms of their employment agreements with us;

 

● The outcome of lawsuits, litigation, regulatory matters or claims;

 

● Certain terms and provisions of our governing documents which may prevent a change of control, and which provide for indemnification of officers and directors, limit the liability of officers or directors, and provide for the board of 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.

 

Additional Information

 

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “MangoRx” refer to Mangoceuticals, Inc. The MangoRx design logo, “MangoRx,” and our other registered or common law trademarks, service marks, or trade names appearing in this Quarterly Report on Form 10-Q are the property of Mangoceuticals, Inc. Other trade names, trademarks, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, we have omitted the ® and ™ designations, as applicable, for the trademarks we name in this Quarterly Report on Form 10-Q.

 

 

Part I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Mangoceuticals, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

		June 30, 2026				December 31, 2025
		(Unaudited)				(Audited)
CURRENT ASSETS
Cash and cash equivalents		$	228,688			$	1,486,338
Prepaid expenses			42				7,021
Prepaid expenses - related party			-				120
Prepaid expenses			-				120
Deposits			16,957				33,899
Due from related party			-				20,056
TOTAL CURRENT ASSETS			245,687				1,547,434
NON-CURRENT ASSETS
Property and equipment, net of accumulated depreciation of $3,770 and $3,268			1,292				1,794
Right of use - asset			279,246				307,861
Intangible assets - acquired patents and license, net of amortization			13,646,570				14,232,484
TOTAL NON-CURRENT ASSETS			13,927,108				14,542,139
TOTAL ASSETS		$	14,172,795			$	16,089,573
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	889,733			$	416,682
Payroll tax liabilities			6,634				9,421
Deposit/contract liability			275,000				-
Operating lease liability - current			28,301				307,823
Accrued liabilities - related parties			6,000				-
Notes payable - related parties			44,944				-
Other liabilities - patent purchase payable			147,451				156,642
Other liabilities			147,451				156,642
TOTAL CURRENT LIABILITIES			1,398,063				890,568
TOTAL CURRENT LIABILITIES			1,398,063				890,568
LONG-TERM LIABILITIES
Operating lease liability - net of current portion			250,906				-
TOTAL LONG-TERM LIABILITIES			250,906				-
TOTAL LIABILITIES			1,648,969				890,568
COMMITMENTS AND CONTINGENCIES (SEE NOTE 7)			-				-
STOCKHOLDERS’ EQUITY
Series B Convertible Preferred stock, (par value $0.0001), 6,000 shares authorized, 50 and 50 shares issued and outstanding as of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, respectively			98				98
Preferred stock, value			98				98
Common stock (par value $0.0001), 200,000,000 shares authorized, of which 18,017,421 and 15,888,795 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			1,803				1,589
Stock warrants			324,288				324,288
Additional paid in capital			57,568,236				55,524,812
Accumulated deficit			(45,363,283	)			(40,647,480	)
Accumulated other comprehensive loss			(5,198	)			(2,760	)
TOTAL STOCKHOLDERS’ EQUITY			12,525,944				15,200,547
Non-controlling interest			(2,118	)			(1,542	)
TOTAL STOCKHOLDERS’ EQUITY			12,523,826				15,199,005
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	14,172,795			$	16,089,573

 

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

 

 

Mangoceuticals, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

 

		For The Three Months				For The Three Months				For The Six Months				For The Six Months
		Ended				Ended				Ended				Ended
		June 30, 2026				June 30, 2025				June 30, 2026				June 30, 2025
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues
Revenues		$	68,757			$	168,109			$	136,621			$	277,415
Cost of revenues			10,437				18,815				18,655				43,552
Cost of revenues - related party			14,105				59,346				44,750				81,851
Gross profit			44,215				89,948				73,216				152,012
Operating expenses
General and administrative expenses			256,095				1,245,360				1,322,668				2,787,804
Salary and benefits			427,298				628,343				774,158				1,254,941
Advertising and marketing			301,445				258,295				395,518				540,027
Investor relations			-				106,000				-				1,525,000
Stock based compensation			92,417				3,120,445				1,740,238				4,165,924
Total operating expenses			1,077,255				5,358,443				4,232,582				10,273,696
Loss from operations			(1,033,040	)			(5,268,495	)			(4,159,366	)			(10,121,684	)
Other (income) expense
Interest expense			-				21,700				-				8,000
Interest expense - amortization of intangible assets			279,891				-				556,706				-
Loss from settlement			-				125,625				-				125,625
Total other expense			279,891				147,325				556,706				133,625
Loss before income taxes			(1,312,931	)			(5,415,820	)			(4,716,072	)			(10,255,309	)
Income taxes			-				-				-
Net loss			(1,312,931	)			(5,415,820	)			(4,716,072	)			(10,255,309	)
Net income (loss) attributed to non-controlling interest			(278	)			(2	)			(269	)			(100	)
Net loss attributed to Mangoceuticals, Inc.			(1,312,653	)			(5,415,818	)			(4,715,803	)			(10,255,209	)
Basic and diluted loss per share
Basic and diluted loss per share		$	(0.09	)		$	(0.57	)		$	(0.32	)		$	(1.49	)
Weighted average number of shares outstanding
Basic and diluted			17,119,619				9,983,376				16,802,376				7,282,955
Basic and diluted loss per share calculation
Preferred stock dividend requirements			294,000				294,000				588,000				588,000
Net loss attributed to Mangoceuticals, Inc. common stockholders		$	(1,606,653	)		$	(5,709,818	)		$	(5,303,803	)		$	(10,843,209	)

 

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

 

 

Mangoceuticals, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

 

		For The Three Months				For The Three Months				For The Six Months				For The Six Months
		Ended				Ended				Ended				Ended
		June 30, 2026				June 30, 2025				June 30, 2026				June 30, 2025
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net loss		$	(1,312,931	)		$	(5,415,820	)		$	(4,716,072	)		$	(10,255,309	)
Other comprehensive income (loss)
Foreign currency translation adjustments			(2,312	)			187				(5,505	)			7,811
Comprehensive loss			(1,315,243	)			(5,415,633	)			(4,721,577	)			(10,247,498	)
Less comprehensive loss attributed to non-controlling interest		$	957				(544	)			(576	)			(642	)
Comprehensive loss attributable to Mangoceuticals, Inc. stockholders		$	(1,316,200	)		$	(5,415,089	)		$	(4,721,001	)		$	(10,246,856	)

 

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

 

 

Mangoceuticals, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Six Months Ended June 30, 2026 and 2025

(Unaudited)

 

		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, 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
Issuance of preferred stock B for cash			-				-				-				-				-				-				-				1,150,000				-				-				-				-				1,150,000
Issuance of common stock for services			-				-				-				-				522,000				52				-				-				1,938,448				-				-				-				1,938,500
Issuance of common stock for cash			-				-				-				-				305,555				31				-				-				654,969				-				-				-				655,000
Warrants exercised for cash			-				-				-				-				320,000				32				-				-				479,968				-				-				-				480,000
Issuance of common stock for master service agreement			-				-				-				-				1,650,000				165				-				-				6,712,835				-				-				-				6,713,000
Issuance of common stock for debt			-				-				-				-				100,000				10				-				-				149,990				-				-				-				150,000
Conversion of preferred stock B for common stock			(1,438	)			-				-				-				-				-				-				-				(1,581,812	)			-				-				-				(1,581,812	)
Issuance of common stock for conversion of preferred stock B			-				-				-				-				1,001,734				100				-				-				1,581,712				-				-				-				1,581,812
Options and warrants vested for services			-				-				-				-				-				-				-				-				50,979				-				-				-				50,979
Translation ajdustment			-				-				-				-				-				-				-				-				-				-				7,624				-				7,624
Net loss			-			$	-				-			$	-				-			$	-			$	-			$	-			$	-			$	(4,839,391	)		$	-			$	(98	)		$	(4,839,489	)
Balance, March 31, 2025			1,332				-				980,000				98				7,144,930				715				324,288				-				44,478,837				(24,549,877	)			(2,221	)			(1,179	)			20,250,661
Issuance of preferred stock B for cash			100				-				-				-				-				-				-				-				100,000				-				-				-				100,000
Issuance of common stock			-				-				-				-				432,121				43				-				(224,569	)			655,311				-				-				-				430,785
Issuance of common stock for services			-				-				-				-				1,785,760				179				-				-				3,174,912				-				-				-				3,175,091
Issuance of common stock for debt settlement			-				-				-				-				333,333				33				-				-				499,967				-				-				-				500,000
Conversion of preferred stock B for common stock			(850	)			-				-				-				-				-				-				-				(935,000	)			-				-				-				(935,000	)
Issuance of common stock for preferred stock B Conversion			-				-				-				-				623,332				62				-				-				934,938				-				-				-				935,000
Options and Warrants Vested for Services			-				-				-				-				-				-				-				-				50,979				-				-				-				50,979
Warrants exercised			-				-				-				-				100,000				10				-				-				149,990				-				-				-				150,000
																																																			-
Cashless exercise of warrants			-				-				-				-				224,981				23												(23	)			-				-								-
Translation Adjustment			-				-				-				-				-				-				-				-				-				-				187				-				187
Net (loss)			-				-				-				-				-				-				-				-				-				(5,415,818	)			-				(2	)			(5,415,820	)
Balance, June 30, 2025			582			$	-				980,000			$	98				10,644,457			$	1,065			$	324,288			$	(224,569	)		$	48,815,911			$	(29,671,695	)		$	(2,034	)		$	(1,181	)		$	19,241,883
Balance, December 31, 2025			50			$	-				980,000			$	98				15,888,796			$	1,589			$	324,288			$	-			$	55,524,812			$	(40,647,480	)		$	(2,760	)		$	(1,542	)		$	15,199,005
Issuance of common stock for services			-				-				-				-				1,078,625				109				-				-				588,998				-				-				-				589,107
Options vested for services			-				-				-				-				-				-				-				-				1,090,114				-				-				-				1,090,114
Translation adjustment			-				-				-				-				-				-				-				-				-				-				(433	)			-				(433	)
Net (loss) income			-				-				-				-				-				-				-				-				-				(3,403,150	)			-				9				(3,403,141	)
Balance, March 31, 2026			50			$	-				980,000			$	98				16,967,421			$	1,698			$	324,288			$	-			$	57,203,924			$	(44,050,630	)		$	(3,193	)		$	(1,533	)		$	13,474,652
Issuance of common stock for services			-				-				-				-				200,000				20				-				-				79,980				-				-				-				80,000
Issuance of common stock for cash																			850,000				85												271,915																272,000
Options vested for services			-				-				-				-				-				-				-				-				12,417				-				-				-				12,417
Translation adjustment			-				-				-				-				-				-				-				-				-				-				(2,005	)			(307	)			(2,312	)
Net (loss) income			-				-				-				-				-				-				-				-				-				(1,312,653	)			-				(278	)			(1,312,931	)
Balance June 30, 2026			50			$	-				980,000			$	98				18,017,421			$	1,803			$	324,288			$	-			$	57,568,236			$	(45,363,283	)		$	(5,198	)		$	(2,118	)		$	12,523,826

 

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

 

 

Mangoceuticals, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

 

		For The Six Months Ended				For The Six Months Ended
		June 30, 2026				June 30, 2025
		(Unaudited)				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,716,072	)		$	(10,255,309	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			502				502
Issuance of common stock for services			669,107				5,113,591
Options vested for stock-based compensation			1,102,531				101,958
Amortization of intangible assets			556,706				554,913
Amortization of license agreement			29,206				695,811
Operating lease right of use asset			28,615				31,823
(Increase) decrease in operating assets:
Due from related party			20,056				-
Prepaid expenses - related party			120				-
Prepaid expenses			6,979				-
Deposits			16,942				-
(Decrease) increase in operating liabilities:
Accounts payable and accrued liabilities			473,053				430,494
Accrued liabilities - related parties			6,000				30,000
Deposit/contract liability			275,000				-
Operating lease right of use liabilities			(28,616	)			(34,845	)
Payroll tax liabilities			(2,787	)			2,973
Other liabilities			(9,191	)			(212,316	)
Other liabilities -related parties			-				9,175
NET CASH USED IN OPERATING ACTIVITIES			(1,571,849	)			(3,531,230	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings on notes payable			-				500,000
Proceeds from borrowings on notes payable - related parties			44,944				100,000
Proceeds from sales of common stock			272,000				1,085,785
Proceeds from sales of series B convertible preferred stock			-				100,000
Proceeds from exercise of warrants			-				630,000
Collection of subscriptions receivable			-				1,150,000
NET CASH PROVIDED BY FINANCING ACTIVITIES			316,944				3,565,785
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
End of period			(1,254,905	)			34,555
CASH AND CASH EQUIVALENTS:
Beginning of period			1,486,338				58,653
Effects of currency translation on cash and cash equivalents			(2,745	)			7,811
End of period		$	228,688			$	101,019
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-
		$	-			$	-
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock for master distribution agreement		$	-			$	6,713,000
Series C Convertible Preferred accrued dividend		$	588,000			$	588,000
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		$	-			$	162
Issuance of common stock for cashless warrant exercise		$	-			$	23
Issuance of common stock for subscriptions receivable		$	-			$	224,569

 

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

 

 

Mangoceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

 

Mangoceuticals, Inc. (“Mangoceuticals” or the “Company”), was incorporated in the State of a Texas on October 7, 2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ED”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. In this regard, we have developed and are commercially marketing a brand of ED products under the brand name “Mango,” a brand of hair loss products under the brand name “Grow,” a brand of hormone balance and therapy products under the name “Mojo,” and a brand of weight loss products under the brand name “Slim” (Mango, Grow, Mojo, and Slim are collectively referred to as the “Compounded Products”).

 

The Company is also marketing and selling an U.S. Food and Drug Administration (“FDA”) approved form of oral testosterone undecanoate to treat low testosterone in men and as a form of Testosterone Replacement Therapy (TRT), developed and produced by Marius Pharmaceuticals, Inc. under the brand name “Prime” powered by Kyzatrex® (“Prime”) (Prime and our Compounded Products collectively referred to as the “Pharmaceutical Products”).

 

The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). A majority of these studies were completed in 2025 and the Company is currently in the process of determining next steps in its commercialization and monetization efforts.

 

The Company, through its Master Distribution Agreement (as further described below) with Propre Energie, Inc. (“Propre”) 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 4^th quarter of 2026.

 

The Company’s Compounded Products are produced at and fulfilled by a related party compounding pharmacy using a proprietary combination of FDA approved ingredients which are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Mangoceuticals is currently marketing and selling the Pharmaceutical Products exclusively online via its website at www.MangoRx.com. Product availability varies by state with additional details available on our website.

 

Initial Public Offering. In March 2023, the Company completed an initial public offering (the “IPO”), in which the Company issued and sold 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.

 

Effective on January 3rd and 6^th, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “January 2025 SPAs”), with certain institutional accredited investors (the “January Purchasers”), pursuant to which the Company sold the January Purchasers, and the January Purchasers purchased from the Company, 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.

 

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On January 9, 2025, our subsidiary Mango & Peaches Corp. (“Mango & Peaches”, or “Mango and 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 affects 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 Company’s Audit Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements (the “Epiq Scripts Assignments”) with Epiq Scripts, LLC, which is 52% owned by Jacob Cohen, the Company’s Chief Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches, the Company’s then 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 & Peaches’s 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).

 

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 June 30, 2026, a total of $147,451 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.

 

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On February 12, 2025, a holder of the Company’s 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 Company’s common stock); and exclude the Company’s then wholly-owned subsidiary, Mango & Peaches Corp. (“Mango & Peaches”), from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “Designation Amendment”).

 

On April 3, 2025, a holder of the Company’s 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 Company’s 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 Company’s 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.

 

If the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less than the exercise price of the warrants then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price. No adjustment, however, is to be made for certain customary Exempt Issuances (as defined in the SPAs).

 

On May 13, 2025, Mango & Peaches, the Company’s then wholly-owned subsidiary issued 4,892,906 shares of its common stock and 100 shares of its Series A Super Majority Voting Preferred Stock (collectively, the “Mango and Peaches Stock”) to Jacob Cohen, the Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches, which was due pursuant to the terms of Mr. Cohen’s employment agreement with the Company, as amended.

 

Following the issuance of the Mango and Peaches 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. Notwithstanding this voting structure, Mr. Cohen serves simultaneously as Chief Executive Officer of Mangoceuticals, Inc., and the Company consolidates Mango and Peaches on the basis of its 51% majority common stock ownership. See also the Clarification Agreement disclosure below.

 

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The Series A Super Majority Voting Preferred Stock carries no dividend rights, liquidation preference, conversion rights, or redemption rights. Its primary feature is its super majority voting power: while any Series A Super Majority Voting Preferred Stock shares remain outstanding, the holders collectively control 51% of the total shareholder vote of Mango & Peaches, regardless of the number of common shares outstanding (i.e., on a non-dilutive basis). Additionally, major corporate actions—such as amending governing documents, reclassifying the Series A Super Majority Voting Preferred Stock, or creating new classes of preferred stock that could affect the Series A Super Majority Voting Preferred Stock—require the approval of at least two-thirds of the Series A Super Majority Voting Preferred Stock holders. The designation also includes protective provisions preventing certain actions, such as issuing more Series A Super Majority Voting Preferred Stock or altering their rights, without majority consent from the Series A Super Majority Voting Preferred Stock holders.

 

On June 5, 2025, a holder of the Company’s 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 Company’s 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.

 

Clarification Agreement – Economic Rights of Mango and Peaches Common Shares

 

On May 18, 2026, Mango and Peaches and Jacob Cohen, the Company’s Chief Executive Officer and Chairman, entered into a Clarification Agreement (the “Clarification Agreement”), effective as of May 13, 2025 (the date the Mango and Peaches shares were originally issued to Mr. Cohen), clarifying the economic rights associated with the 4,892,906 shares of Mango and Peaches common stock held by Mr. Cohen (the “Shares”).

 

The Clarification Agreement confirms that it was never the intent of the parties that Mr. Cohen would participate in, bear responsibility for, or otherwise be allocated any losses, liabilities, negative capital accounts, deficits, indebtedness, obligations, or other negative economic attributes of Mango and Peaches by virtue of his ownership of the Shares. The Clarification Agreement further confirms that Mr. Cohen retains the right to participate in positive economic value associated with the Shares, including any appreciation in value, dividends, distributions, sale proceeds, merger consideration, liquidation proceeds, or other economic benefits payable in respect of the Shares, subject to Mango and Peaches’s organizational documents and applicable law.

 

As of June 30, 2026, Mango and Peaches has an accumulated deficit and no current positive equity value. Accordingly, no noncontrolling interest has been recognized in the condensed consolidated financial statements of the Company with respect to Mr. Cohen’s 49% common stock interest in Mango and Peaches, as any such balance is de minimis and immaterial. This conclusion will be reassessed in future periods. The Clarification Agreement was reviewed and approved by the disinterested members of the Board of Directors and the Audit Committee of the Board of Directors of the Company, comprised entirely of independent directors, in accordance with the Company’s related party transaction policies.

 

MangoRx Mexico S.A. de C.V. (“MangoRx Mexico”), a Mexican Stock Company, is 98% owned by Mango & Peaches Corp. The entity was formed in September 2023 and has had limited operations since inception.

 

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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 since inception.

 

Mango & Peaches Corp., a company incorporated under the laws of Texas, and the Company owns 51% of the common stock of Mangoceuticals, Inc. The entity was formed in December 2024.

 

MangoRx IP Holdings, LLC (“MangoRx IP”), a Texas limited liability company is 100% owned by Mangoceuticals, Inc. The entity was formed on April 15, 2024 and has had limited operations since inception.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods presented have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full fiscal year. The condensed consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with US GAAP. All dollar amounts are rounded to the nearest thousand dollars.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of Mangoceuticals, Inc. and its consolidated subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current period presentation on the condensed consolidated statements of operations. Prior period salary and benefits in the amount of $276,815, were reclassified to interest expense - amortization of intangible assets on the statement of operations.

 

Cash and 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 June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, there were no deposits in excess of FDIC limits.

 

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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 condensed consolidated financial statements. The Company also consolidates “Mango and Peaches”, in which it holds a 51% ownership interest based on majority voting interest. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, holds the remaining 49% of Mango and Peaches’s common stock. Pursuant to a Clarification Agreement entered into between Mango and Peaches and Mr. Cohen, effective as of May 13, 2025 (the date the shares of Mango and Peaches were originally issued to Mr. Cohen), Mr. Cohen’s 49% common stock interest in Mango and Peaches carries no obligation to absorb losses, liabilities, deficits, or other negative economic attributes of Mango and Peaches. Due to Mango and Peaches’s accumulated deficit and the absence of current positive equity value, no noncontrolling interest has been recognized with respect to Mr. Cohen’s interest in Mango and Peaches, as any such balance is de minimis and immaterial to the condensed consolidated financial statements. This conclusion will be reassessed at each reporting date.

 

Segment Reporting

 

The Company operates as a single operating segment. The Chief Decision-Making Officer (CDOM) reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. As such, the Company has determined that it operates in one reportable segment in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting.

 

The Company’s operations are managed as a unified business, with consistent products and services offered across its customer base. The nature of the products and services, production processes, customer types, and distribution methods are substantially similar throughout the Company’s activities.

 

All revenues, expenses, assets, and liabilities are evaluated collectively, and no discrete financial information is prepared or reviewed at a lower level. Accordingly, no additional segment information is presented.

 

Income Taxes

 

The Company accounts for income taxes in accordance with 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 Company’s 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 June 30, 2026 is as follows:

 SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS

Gross carrying amount:		$	15,954,150
Accumulated amortization:			2,400,878
Net carrying amount:		$	13,553,272

 

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Amortization expense for the three and six months ended June 30, 2026 was $279,891 and $556,706, respectively. 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
Thereafter:			7,940,077
Total:		$	13,553,272

 

The Company assesses its intangible assets for impairment at each reporting date to determine whether any triggering events have occurred that would indicate the carrying amount may not be recoverable. If a triggering event is identified, the Company tests the asset for recoverability by comparing its carrying amount to its estimated recoverable amount. For the three and six months ended June 30, 2026, no triggering events occurred and no impairment losses were recognized.

 

Master Distribution Agreements

 

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 the MDA 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.

 

Amortization (recorded as an operating expense) for the three and six months ended June 30, 2026 was $14,523 and $29,206, respectively, reflecting the post-impairment carrying value amortized over the remaining initial term on a straight-line basis. During the year ended December 31, 2025, management determined that renewal beyond the initial 3-year term could not be guaranteed. Fair value of the distribution rights, estimated using a discounted cash flow analysis over the initial term, was $122,505, which was less than the $1,362,447 carrying value. Accordingly, an impairment charge of $1,239,942 was recognized during the year ended December 31, 2025.

 

The carrying amount of master distribution agreements as of June 30, 2026 is as follows:

 

SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS

Gross carrying amount:		$	1,963,000
Accumulated amortization:			(629,759	)
Impairment			(1,239,942	)
Net carrying amount:		$	93,299

 

The estimated amortization expense over the remaining term of the agreement is as follows:

 SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE

Year 1:		$	29,691
Year 2:			58,899
Year 3:			4,709
Total:		$	93,299

 

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Foreign Currency Translation and transaction

 

The Company’s principal country of operations is the United States. The financial position and results of its operations are determined using U.S. Dollars (“US$” or “$”), the local currency, as the functional currency. The Company’s condensed consolidated financial statements are reported using the U.S. Dollars. The results of operations and the statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated comprehensive loss included in statements of changes in shareholders’ deficit. Gains and losses from foreign currency transactions are included in the Company’s statements of operations and comprehensive loss. MangoRx Mexico S.A. de C.V.’s operations are originally recorded in Mexican Pesos (MX$), prior to conversion to US$.

 

The following table outlines the currency exchange rates that were used in preparing the condensed consolidated financial statements:

 SCHEDULE OF FOREIGN CURRENCY TRANSLATION AND TRANSACTION

		June 30,				December 31,
		2026				2025
Period-end spot rate		US$1=MX$	0.06			US$1=MX$	0.06
Average rate		US$1=MX$	0.06			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 June 30, 2026. There were 156,667 options, 1,145,899 warrants, and no derivative securities outstanding as of June 30, 2025.

 

Use of Estimates and Assumptions

 

The preparation of condensed consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.

 

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.

 

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The following tables summarize our financial instruments measured at fair value as of June 30, 2026 and December 31, 2025.

 SCHEDULE OF FINANCIAL INSTRUMENTS MEASUREMENT AT FAIR VALUE

		Level 1				Level 2				Level 3
		Fair Value Measurements at June 30, 2026
		Level 1				Level 2				Level 3
Assets
Cash and cash equivalents		$	228,688			$	-			$	-
Total assets			228,688				-				-
Liabilities
Total liabilities			-				-				-
Fair value, net asset (liability)		$	228,688			$	-			$	-

 

		Level 1				Level 2				Level 3
		Fair Value Measurements at December 31, 2025
		Level 1				Level 2				Level 3
Assets
Cash and cash equivalents		$	1,486,338			$	-			$	-
Total assets			1,486,338				-				-
Liabilities
Total liabilities			-				-				-
Fair value, net asset (liability)		$	1,486,338			$	-			$	-

 

Concentration and Risks

 

The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the three and six months ended June 30, 2026 and 2025, the Company had no significant revenue from continuing operations, which were derived from a single or a few major customers. We rely on a limited number of major vendors/suppliers to fulfil clients’ prescriptions. We are currently limiting sales of our testosterone replacement therapy product sales to clients in the state of Florida, with plans to expand nationally as we grow.

 

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Warrants

 

The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares. The Company accounts for its currently issued warrants in conjunction with the Company’s common stock shares in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity.

 

Operating Lease

 

The Company determines if an arrangement is a lease at inception in accordance with ASC 842. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases (leases with a term of twelve months or less).

 

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption.

 

In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income (Subtopic 220-40). This ASU clarifies effective dates for expense disaggregation disclosures. It is effective for annual periods beginning after December 15, 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 condensed consolidated financial statements.

 

In March 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810). This ASU provides guidance on determining the accounting acquirer in acquisitions involving variable interest entities (VIEs). It is effective for 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 condensed consolidated financial statements.

 

In April 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). This ASU clarifies accounting for share-based consideration payable to a customer. It is effective for fiscal years beginning after December 15, 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 condensed consolidated financial statements.

 

Related Parties

 

The Company follows subtopic 850-10 of FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20, the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the guidance of Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and 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.

 

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The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Material related party transactions have been identified in Notes 4, 5, 6, and 8 in the notes to condensed 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 FASB ASC 606, Revenue from Contracts with Customers, for recording and recognizing revenue. The Company generates revenue through the sale of products and services purchased by customers directly through its online platform. Online revenue represents the sales of products on the Company’s platform, net of refunds, credits, and chargebacks, and includes revenue recognition adjustments recorded pursuant to U.S. GAAP. Online revenue is generated by selling directly to consumers through the Company’s websites.

 

The Company recognizes revenue when it transfers promised goods to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods and has satisfied its performance obligation. The Company defines its customer as an individual who purchases products through its websites. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products to the customer.

 

All of the Company’s contracts with customers contain a single performance obligation: the delivery of products. For prescription product orders, customers undergo a medical evaluation conducted through the Company’s telemedicine platform prior to fulfilment. This evaluation is provided at no charge to the customer, including in instances where the customer does not qualify for a prescription and no product is delivered. As the medical evaluation has no standalone value to the customer independent of the product purchase, it does not represent a separate performance obligation under ASC 606, and the associated costs are recognized in cost of revenue.

 

The Company satisfies its performance obligation at a point in time, which is upon delivery of the products to a third-party carrier. The customer obtains control of the products upon the Company’s completion of its performance obligation.

 

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 product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which providers conduct medical evaluations for its customers; (ii) the Company is primarily responsible for the satisfactory fulfilment and acceptability of the products and services provided; (iii) the Company incurs costs for medical evaluations 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.

 

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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 fulfil its promise to customers for contracts that include the sale of prescription products. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Contracted Pharmacy fills a customer’s prescription; (ii) Contracted Pharmacy fills prescriptions based on fulfilment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfilment and acceptability of the order; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products.

 

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.

 

Variable Consideration. Refunds, credits, and chargebacks represent variable consideration under ASC 606. The Company estimates these amounts using the expected value method based on historical experience and current trends. Such amounts are recorded as a reduction of revenue in the period in which the related sales occur and are not expected to be subject to significant reversal.

 

Remaining Performance Obligations. The Company applies the practical expedient under ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. All of the Company’s contracts with customers qualify for this practical expedient.

 

Disaggregation of Revenue. The Company generates all revenue through a single channel: the direct sale of products to consumers through its online platform. Consultation services are provided as part of the prescription evaluation process at no charge to the customer and do not represent a separate revenue stream. Management believes this single category of online revenue appropriately depicts how economic factors affect the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows, consistent with the disaggregation objective of ASC 606-10-50-5.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of FASB ASC 855, Subsequent Events, for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the condensed consolidated financial statements were issued (see Note 9).

 

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NOTE 3 – LOANS FROM RELATED PARTIES

 

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, see Note 4.

 

On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust (“Tiger Cub”), which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen and entered into a Promissory Note with Tiger Cub to evidence such loan. 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, including accrued interest of $18,000 resulting in 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 Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Promissory Note into an Amended and Restated Convertible Promissory Note (the “A&R Note”); and (b) the Company granted Tiger Cub warrants to purchase 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 therewith—which conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement.

 

The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights.

 

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On December 4, 2025, the Company borrowed $75,000 from 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, including accrued interest due through maturity of $13,500.

 

During the three months ended June 30, 2026, the Company borrowed $104,944 from Tiger Cub. The loans are unsecured, bears 0% interest and are due on demand, of which $60,000 was repaid. The principal balance owed to Tiger Cub was $44,944 as of June 30, 2026.

 

NOTE 4 – 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 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 on January 15, 2025, 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 “Indigo Note”). The Indigo 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 Indigo 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 note, after the date of the Indigo Note, for the principal purpose of raising capital.

 

On, and effective on May 27, 2025, the Company entered into an Agreement to Amend Promissory Note (the “Agreement to Amend”), with the 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 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.

 

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NOTE 5 – CAPITAL STOCK

 

Preferred Stock

 

The Company is authorized to issue up to 10,000,000 shares of 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 Company’s 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”).

 

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 Company’s 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 Company’s 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 Company’s Series B Convertible Preferred Stock converted 116 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 25, 2025, a holder of the Company’s 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 Company’s 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 Company’s 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 Company’s 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.

 

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On March 28, 2025, a holder of the Company’s 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 Company’s common stock); and exclude the Company’s then 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 Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “Designation Amendment”).

 

On April 3, 2025, a holder of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

 

As of June 30, 2026 and December 31, 2025, there were 50 and 50 shares of Series B Preferred Stock issued and outstanding, respectively.

 

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, as “6% Series C Convertible Cumulative Preferred Stock” (the “Series C Preferred Stock”). As of June 30, 2026 and December 31, 2025, there were 980,000 shares of Series C Preferred Stock issued and outstanding. 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”).

 

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As of June 30, 2026 and December 31, 2025, arrearages in cumulative preferred dividends were $2,566,109 and $1,979,109, 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.

 

Common Stock

 

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.0001 per share, of which 18,017,421 shares were issued and outstanding at June 30, 2026, and 15,888,795 shares were issued and outstanding at December 31, 2025.

 

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) which were issued under the Company’s 2022 Plan. The shares were valued at $0.74 per share for a total of $296,000, which is included in stock-based compensation on the condensed consolidated statement of operations.

 

On January 12, 2026, we entered into another service agreement with Greentree Financial Group, Inc.

 

(“Greentree”). The Company and Greentree were previously party to a service agreement which expired pursuant to its terms on September 30, 2025. The Company agreed to issue Greentree 40,000 shares of the Company’s 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, which is still due and outstanding as of the date of this report. We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s 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, which is included in stock-based compensation on the condensed consolidated statement of operations. 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.

 

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 Company’s 2022 Plan. The shares were valued at $0.537 per share for a total of $40,275, which is included in stock-based compensation on the statement of operations.

 

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On March 13, 2026, the Company issued a total of 313,625 shares of the Company’s common stock to and among eight (8) employees and contractors as a bonus and for services rendered for its then subsidiary, Mango & Peaches The shares were not subject to any vesting requirements and were issued under the Company’s 2022 Plan. The shares were issued at a price of $0.384 per share for a total of $120,463, which is included in stock-based compensation on the condensed consolidated statement of operations.

 

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 specifically related to our subsidiary, Mango & Peaches 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 Company’s 2022 Plan. The shares were issued at a price of $0.404 per share for a total of $101,000, which is included in stock-based compensation on the condensed consolidated statement of operations.

 

On April 27, 2026, we entered into an Extension Agreement related to the Consulting Agreement with LSTM whereby the Company agreed to extend the term of the agreement by an additional six (6) months until November 2, 2026. In consideration for agreeing to the extension, the Company issued LSTM 200,000 shares of common stock, which were issued under the Company’s 2022 Plan. The shares were valued at $0.40 per share for a total of $80,000, which is included in stock-based compensation on the condensed consolidated statement of operations.

 

On June 30, 2026, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 850,000 shares of the Company’s common stock for a total of $272,000, or $0.32 per share. The Subscription Agreement included customary representations and warranties of the Purchaser and the Company.

 

Options:

 

The Company measures all equity-classified share-based payment awards at fair value on the grant date. In accordance with ASC 718-20-35, the grant-date fair value of equity-classified awards is not remeasured after the grant date. Compensation cost for these awards is recognized on a straight-line basis over the requisite service period, adjusted for actual forfeitures.

 

Liability-classified awards are remeasured at fair value at each reporting date until settlement, with changes in fair value recognized in earnings for the period.

 

If an award is modified, the Company recognizes incremental compensation cost, defined as the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.

 

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 Company’s CEO, and 33,333 were granted to Jonathan Arango, the Company’s then President and then COO, related to their respective employment agreement. The options have an exercise price of $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 Company’s 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 Company’s 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.

 

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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 Company’s 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. Cohen’s continued service with the Company on such vesting date; and vest in full upon any termination of Mr. Cohen by the Company without cause, or by Mr. Cohen for good reason, or upon a change of control of the Company.

 

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 Company’s 2022 Equity Incentive Plan, as amended and restated, which was 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 Company’s Chief Executive Officer and Chairman, Jacob Cohen, as of March 16, 2026. As permitted under the terms of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s common stock with an original exercise price of $2.30 per share, granted to Mr. Cohen on September 9, 2025. In accordance with ASC 718-20 -35, we have recorded an additional $37,978 in stock-based compensation related to the price modification in the six months ending June 30, 2026.

 

For the three and six months ended June 30, 2026 and 2025, $92,417 and $3,120,445 and $1,740,238 and $4,165,924, respectively, have been recorded and included as stock-based compensation expense on the condensed consolidated statement of operations. As of June 30, 2026, there was $2,031,560 of total unrecognized compensation cost related to unvested stock options granted under the Plan. This cost is expected to be recognized over a weighted-average period of approximately 0.4 years.

 

The following table summarizes common stock option activity:

 SCHEDULE OF STOCK OPTION ACTIVITY

		Options				Weighted Average Exercise Price
Outstanding, December 31, 2024			156,666			$	9.34
Granted			2,000,000			$	0.45
Exercised			-				-
Expired / Forfeited			-				-
Outstanding, December 31, 2025			2,156,666			$	0.56
Granted			-				-
Exercised			-				-
Expired / Forfeited			-				-
Outstanding, June 30, 2026			2,156,666			$	0.56
Exercisable, June 30, 2026			1,156,667			$	0.65

 

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The weighted average exercise prices, remaining lives for options granted, and exercisable as of June 30, 2026 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				10,000				.46			$	16.50				9,444			$	16.50
$	0.45				50,000				.08			$	0.45				50,000			$	0.45
$	0.45				83,333				.17			$	0.45				83,333			$	0.45
$	5.55				13,333				.07			$	5.55				13,333			$	5.55
$	0.45				2,000,000				9.20			$	0.45				1,000,000			$	0.45

 

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 June 30, 2026 and December 31, 2025, respectively.

 

As additional consideration in connection with the Company’s initial public offering (“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.

 

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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 June 30, 2026. 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.

 

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.

 

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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 Company’s 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 Company’s approach to prudent capital management. Management continues to monitor financing arrangements to align with shareholder interests and long-term strategic growth.

 

On June 2, 2025, the Company issued 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; 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 June 30, 2026 and December 31, 2025, the fair value of warrants outstanding was $3,579,121 and $3,579,121, respectively. The warrant’s fair value was assessed on the grant date. During the three and six months ended June 30, 2026, there were no warrants for common stock granted, exercised or cancelled.

 

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The following table summarizes common stock warrant activity:

 SCHEDULE OF COMMON STOCK WARRANT ACTIVITY

		Warrants				Weighted Average Exercise Price Per Share
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
Granted			-				-
Exercised			-				-
Expired			-				-
Cancelled			-				-
Outstanding, June 30, 2026			2,928,401			$	1.98
Exercisable, June 30, 2026			2,928,401			$	1.98

 

As of June 30, 2026, warrants to purchase 2,928,401 shares of common stock are outstanding and vested, and the vested stock warrants have a weighted average remaining life of 4.06 years.

 

NOTE 6 – GOING CONCERN

 

These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the next twelve months. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $1,312,931 and $4,716,072 for the three and six months ended June 30, 2026, respectively, and an accumulated deficit of $45,363,283 as of June 30, 2026. 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 the date of issuance of this filing. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 7 – 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 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.

 

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. Isaac’s expenses, subject to pre-approval for any expense greater than $500.

 

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On January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the “1^st Amendment”) with MAAB Global Ltd. (“MAAB”). MAAB had previously purchased rights to $500,000 owed by the Company to Barstool Sports, Inc. (“Barstool” and the “Debt”) on January 10, 2025, which amount was non-interest bearing, and due pursuant to the terms of a Payment Plan Letter Agreement entered into between Barstool and the Company on August 27, 2024. Pursuant to the 1^st Amendment, the Company and MAAB agreed to amend the terms of the Debt to allow MAAB the right, exercisable at any time, to convert the $500,000 of Debt into shares of the Company’s common stock at a conversion price of $1.50 per share. See Note 6 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 191^st 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 Company’s operations. The lawsuit seeks damages exceeding $73 million, exclusive of interest, costs, and attorneys’ fees.

 

Clarity has denied the Company’s 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 Clarity’s 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.

 

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 December 31, 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 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 Company’s tax returns with the Internal Revenue Service for the 2025 tax year.

 

The Company agreed to issue Greentree 40,000 shares of the Company’s 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 Greentree’s 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 on January 12, 2026, at a price of $0.785 per share for a total of $31,400.

 

The Service Agreement continues 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.

 

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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 Company’s Chief Financial Officer. Under his personal consulting agreement. Mr. Johnston does not receive any compensatory benefit from the agreement with Greentree. The Company’s Audit Committee has reviewed and approved both the Greentree service agreements and Mr. Johnston’s personal consulting arrangement on arms-length terms.

 

Related Parties

 

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 “Mango and Peaches Stock”); (b) increase Mr. Cohen’s 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).

 

On March 20, 2026 and effective on October 1, 2025, the Company entered into a Consulting agreement with Mr. Johnston, the Company’s 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. Johnston’s 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. Johnston’s 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.

 

License Agreement and Master Distribution Agreement

 

On May 14, 2025, MangoRx IP, the Company’s wholly-owned subsidiary, entered into a Master Distribution Agreement with PrevenTech Solutions, LLC (“PrevenTech” and the “PrevenTech MDA”). Pursuant to the PrevenTech MDA, the Company granted PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain intellectual property and patent rights held by the Company relating to respiratory illness prevention technology, including the right to sell antiviral products, including but not limited to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives for poultry and livestock, which may be manufactured and/or designed in a various formats, using the patents.

 

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, PrevenTech’s rights under the PrevenTech MDA become non-exclusive.

 

The PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the PrevenTech MDA. As of June 30, 2026, there have been no reported sales in conjunction with the license agreement.

 

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Pending Transaction and Related Deposits

 

On May 1, 2026, the Company and a non-related entity entered into a non-binding term sheet for the purposes of entering into a possible merger or acquisition transaction and which contained within it an exclusivity, or no-shop, provision. In consideration for the no-shop provision, the non-related party agreed to pay to the Company a transaction deposit of $400,000, of which the Company received an aggregate of $275,000. Though the total deposit amount of $400,000 was not received within the timeframe specified in the term sheet, the Company and the non-related party continued to engage in discussions regarding a potential transaction on the terms outlined in the term sheet. As of June 30, 2026, the deposit amounts received were classified as a deposit/contract liability pending resolution of the parties’ negotiations.

 

NOTE 8 – OPERATING LEASES

 

The Company has a lease for an office in Dallas, Texas classified as operating leases under ASC 842, Leases.

 

Effective November 1, 2025, the Company entered into a Lease Agreement (the “Lease”) with SVHQ, LLC (the “Landlord”) to lease and occupy approximately 2,467 square feet of office space located at 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245 (the “Premises”). The Lease also includes the non-exclusive right, in common with Landlord, to use and occupy an adjacent shared space consisting of approximately 1,253 square feet (the “Shared Space”). The Lease has a term of sixty (60) months, commencing on November 1, 2025 and expiring on October 31, 2030, and has a monthly base rent of $4,852, including $3,803 for the Premises and $966 for the Shared Space (the “Base Rent”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, insurance, and common area maintenance costs for the building at the rate of 14.81%, consisting of 11.81% for the Premises and 3.00% for the Shared Space (the “Additional Rent”). Upon the execution of the Lease, the Company has agreed to prepay the first full month’s Base Rent and Additional Rent, consisting of $6,141, along with a security deposit equal to $14,557. The Lease includes a right of first refusal to purchase the Premises, but not the Shared Space, on the same terms and conditions as those offered by Landlord to any bona fide third-party purchaser during the term. The Lease includes customary representations of the Company and the Landlord.

 

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 $279,246 and operating lease liabilities of $279,207 as of June 30, 2026. Operating lease expense was $18,423 and $36,846 for the three and six months ended June 30, 2026, respectively, and $16,492 and $33,884 for the three and six months ended June 30, 2025, respectively. The Company has recorded $0 in impairment charges related to right-of-use assets during the three months ended June 30, 2026.

 SCHEDULE OF MATURITY OF LEASE LIABILITIES

Maturity of Lease Liabilities at June 30, 2026		Amount
2026			36,849
2027			73,697
2028			73,697
2029			73,697
2030			67,556
Thereafter			-
Total lease payments			325,495
Less: Imputed interest			(46,288	)
Present value of lease liabilities		$	279,207

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company evaluates events that have occurred after the consolidated balance sheet date but before the condensed consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events:

 

Consulting Agreement and Extension

 

On July 1, 2026, we entered into a Consulting Agreement with Ryan Pownall (“Pownall”) whereby Pownall agreed to provide marketing and influencer related services related to the marketing of MangoRx products on his Pillow Talk by Ryan podcast during the term of the agreement, which was for 7 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 Pownall 200,000 shares which were issued under the Company’s 2022 Plan. The shares were valued at $0.43 per share for a total of $86,000. Additionally, Pownall is to receive $17,500 per month in cash, during the term of the agreement.

 

On July 20, 2026, we entered into an Extension Agreement related to the Consulting Agreement with Luca Consulting, LLC (“Luca”) whereby the Company agreed to extend the term of the agreement until December 31, 2026. In consideration for agreeing to the extension, the Company issued Luca 200,000 shares of common stock, which were issued under the Company’s 2022 Plan. The shares were valued at $0.42 per share for a total of $84,000.

 

On July 27, 2026, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Lucosky Brookman LLP (“Lucosky Brookman”), the Company’s outside corporate and securities counsel, and Joseph M. Lucosky, its founding and managing partner, to resolve outstanding legal fees and expenses incurred in connection with legal services provided to the Company. As of the date of the Settlement Agreement, the outstanding fees totaled approximately $135,426.

 

Pursuant to the Settlement Agreement, the Company agreed to issue 500,000 shares of its common stock (the “Settlement Shares”) to Mr. Lucosky, at the direction and for the benefit of Lucosky Brookman, pursuant to the Company’s 2022 Plan. The issuance of the Settlement Shares constitutes full and final satisfaction of the outstanding fees and all other amounts owed to Lucosky Brookman for services rendered through July 27, 2026. If the value of the Settlement Shares, based upon the closing price of the Company’s common stock on the effective date, is less than the outstanding fees, any resulting shortfall is forgiven and waived. To the extent the aggregate value of the Settlement Shares exceeds the outstanding fees, the excess will be applied as a credit against future legal fees incurred by the Company with Lucosky Brookman. Any unused credit does not accrue interest, is not transferable or redeemable for cash, and will expire 24 months following the issuance date if not utilized. The shares were valued at $0.54 per share for a total of $270,000.

 

On July 27, 2026, we entered into a Consulting Agreement with Dorado Goose, LLC (“Dorado”) whereby Dorado agreed to provide management and business advisory related services to 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. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Dorado 250,000 shares of restricted common stock.

 

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Bylaws Amendment

 

On July 28, 2026, the Board of Directors of the Company adopted an amendment to Section 3.8 of the Company’s Bylaws (the “Bylaw Amendment”), effective immediately. The Bylaw Amendment reduces the quorum requirement for stockholder meetings from a majority of the voting power of issued and outstanding shares of stock entitled to vote to one-third (1/3) of the voting power of all issued and outstanding shares of stock entitled to vote. The Bylaw Amendment was adopted pursuant to Section 15.1 of the Bylaws and applicable provisions of the Texas Business Organizations Code.

 

Business Combination Agreement

 

On July 29, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with Nuclea Energy Inc., a British Columbia corporation (“Nuclea”), the principal shareholders of Nuclea, and the principal shareholders of the Company (collectively, the “Transaction”).

 

Pursuant to the BCA, a newly formed subsidiary of the Company (“Amalco Sub”) will amalgamate with Nuclea under the Business Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of “ExchangeCo” (a to be formed wholly-owned subsidiary of the Company), exchangeable on a one-for-one basis for shares of the Company’s common stock (the “Exchangeable Shares”). The transaction utilizes a Canadian exchangeable share structure.

 

The exchange ratio is the product of (a) the fully-diluted shares of the Company divided by the fully diluted shares of Nuclea, multiplied by (b) 24. This will result (prior to the PIPE share issuance, as discussed below) in the former Nuclea shareholders holding approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with existing Company stockholders holding approximately 4%.

 

Until both (i) the approval of the Company’s shareholders of the issuance of the shares of common stock issuable upon exchange of the Exchangeable Shares and (ii) Nasdaq approval of the initial listing application (collectively, the “Required Approvals”) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares, together with any Company common stock issued pursuant to the Transaction, are limited to 19.99% of the outstanding Company common stock immediately prior to Closing (the “Nasdaq Cap”). Following receipt of the Required Approvals, all previously restricted rights will be unlocked.

 

The Transaction is structured in two stages consisting of (i) a closing (the “Closing”), which is expected to occur prior to receipt of the Required Approvals and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing (discussed below), and (ii) a completion (the “Completion”), which will occur following receipt of the Required Approvals and will permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of the Company common stock in excess of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares.

 

The closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following Closing, the Company will file a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion is expected to occur promptly after receipt of the Required Approvals.

 

The Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea shareholder approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity (“PIPE”) financing of a minimum of $15,000,000 to be funded into escrow and released at Closing; (iv) the occurrence of no material adverse effect; (v) regulatory approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable; (vi) the Company’s compliance with Nasdaq listing requirements; and (vii) execution of the Cohen Executive Agreements (as defined below).

 

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At Closing, one Company Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following Closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided in the BCA.

 

The principal shareholders of Nuclea and certain of the Company stockholders, directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support agreements covering not less than 9,119,823 shares of the Company common stock, representing not less than approximately 50.1% of the Company’s currently issued and outstanding common stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders. The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

 

Cohen Executive Agreements

 

As a condition to closing of the Transaction, the Company and Jacob D. Cohen, the Company’s Chief Executive Officer, entered into a release and separation agreement (the “Release and Separation Agreement”) effective as of the execution of the BCA, and, at closing, will enter into a consulting agreement (the “Consulting Agreement” and, together with the Release and Separation Agreement, the “Cohen Executive Agreements”). As of the date the condensed consolidated financial statements were issued, the transaction had not closed and the acquisition date had not occurred. Accordingly, management cannot reasonably estimate the financial statement effects at this time.

 

Release and Separation Agreement

 

Pursuant to the Release and Separation Agreement, Mr. Cohen’s employment as Chief Executive Officer will terminate effective upon the closing of the Transaction (the “Separation Date”). In lieu of the change of control payment, bonus, severance payment, and health payment, due under his existing employment agreement, Mr. Cohen will receive the following, similar, but modified severance package: (a) Cash Severance: $1,500,000 payable at Closing; (b) Bonus Shares: 2,000,000 shares of the Company’s common stock issued upon execution of the Release and Separation Agreement (with such shares being issued pursuant to the Company’s equity plan and the Company’s effective registration statement on Form S-8); (c) Mango & Peaches Warrant: a cashless warrant for $10,000,000 worth of the Mango and Peaches Corp. common stock, issued upon Completion, in a form to be agreed-to by the Company and Mr. Cohen; (d) Equity Acceleration: all unvested stock options and equity awards shall vest as of the Separation Date; and (e) COBRA Benefits: 12 months of company-paid COBRA continuation coverage. In consideration of the foregoing, Mr. Cohen has agreed to a general release of claims against the Company. Non-disparagement and restrictive covenant obligations survive the separation. As of the date the condensed consolidated financial statements were issued, the transaction had not closed and the acquisition date had not occurred. Accordingly, management cannot reasonably estimate the financial statement effects at this time.

 

Director and Officer Equity Awards

 

On July 28, 2026, the Board of Directors of the Company authorized the issuance of fully vested shares of common stock under the Company’s 2022 Equity Incentive Plan (the “Plan”).

 

The following awards were granted: (a) Kenny Myers (Director): 100,000 shares of common stock; (b) Lorraine D’Alessio (Director): 100,000 shares of common stock; (c) Alex Hamilton (Director): 100,000 shares of common stock; and (d) Eugene Johnston (Chief Financial Officer): 100,000 shares of common stock.

 

The aggregate 400,000 shares are fully vested upon issuance and subject to any lock-up or transfer restrictions separately agreed.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended December 31, 2025, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 1, 2026 (the “2025 Annual Report”). The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “Cautionary Statement Regarding Forward-Looking Information”, above. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Quarterly Report and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.

 

The following discussion is based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the shipment of products, and the fulfillment of orders, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to sales returns, allowance for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited condensed consolidated financial statements of the Company for the three and six months ended June 30, 2026 and 2025, above.

 

See also “Glossary of Industry Terms” beginning on page 3 of our 2025 Annual Report for information on certain of the terms used below.

 

References to our websites and those of third parties below are for information purposes only and, unless expressly stated below, we do not desire to incorporate by reference into this Report information in such websites.

 

Unless the context otherwise requires, references in this Report to “we,” “us,” “our,” the “Registrant”, the “Company,” “MangoRx” and “Mangoceuticals, Inc.” refer to Mangoceuticals, Inc.

 

In addition:

 

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“FDA” means the U.S. Food and Drug Administration;
	●	“FFD&C Act” means the Federal Food, Drug and Cosmetic Act, which is a set of U.S. laws passed by Congress in 1938 giving authority to the FDA to oversee the safety of food, drugs, medical devices, and cosmetics;
	●	“Nasdaq” means the Nasdaq Capital Market;
	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

 

 

Available Information

 

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at https://www.sec.gov and can also be accessed free of charge on the “Investors” section of our website under the heading “SEC Filings”. Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is www.mangoceuticals.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 will be available through our website free of charge as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

 

The following discussion of the Company’s historical performance and financial condition should be read together with the condensed consolidated financial statements and related notes included herein. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” included herein for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below.

 

The following discussion is based upon our financial statements included elsewhere in this Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

 

Introduction

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

 

●	Overview. An overview of our current operations.
●	Plan of Operations. A description of our plan of operations for the next 12 months including required funding.
●	Results of Operations. An analysis of our financial results comparing the three and six months ended June 30, 2026 and 2025.

 

●	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.

 

 

Overview

 

We connect consumers to licensed healthcare professionals through our website at www.MangoRX.com, for the provision of care via telehealth on our customer portal. We also focus on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ED”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. In this regard, we have developed and are commercially marketing a brand of ED products under the brand name “Mango,” a brand of hair loss products under the brand name “Grow,” a brand of hormone balance and therapy products under the name “Mojo,” and a brand of weight loss products under the brand name “Slim” (Mango, Grow, Mojo, and Slim are collectively referred to as the “Compounded Products”).

 

All Compounded Products are produced at and fulfilled by Epiq Scripts, LLC (“Epiq Scripts”), a related party compounding pharmacy, 52% owned by Jacob Cohen, our Chief Executive Officer and Chairman, and are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. The Company also uses Epiq Scripts to fulfill all patient orders of Prime (as further discussed below).

 

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).

 

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 (“FFD&C Act”). Additionally, because our Mango ED product is being specifically compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this product formula can be replicated by other companies.

 

 

 

 

We are not aware of any clinical studies involving (i) administration of Tadalafil or Sildenafil sublingually at the doses we provide patients, or (ii) compounding of Tadalafil or Sildenafil, Oxytocin, and L-arginine to treat ED, similar to our Mango ED products. We are, however, aware of other companies that are currently selling oral disintegrating tablets for ED, including those using a combination of Tadalafil (the active ingredient in Cialis) and Sildenafil (the active ingredient in Viagra). We believe that the potential safety risks associated with our Mango ED products are comparable to the safety risks associated with oral formulations of Tadalafil and Sildenafil approved by the FDA for the treatment of ED. We do not expect significant safety risks associated with L-arginine, as the FDA has recognized in its regulations that L-arginine may be safely added as a nutrient to foods. Clinical studies of intranasal Oxytocin have also found that Oxytocin is generally safe and well-tolerated.

 

‘GROW’ by MangoRx - Mango GROW currently includes the following four ingredients - (1) Minoxidil (the active ingredient in Rogaine®) and (2) Finasteride (the active ingredient in Propecia), each of which is used in FDA approved drugs, as well as (3) Vitamin D3 and (4) Biotin, which are available as dietary supplements. However, the fact that Minoxidil and Finasteride are used in FDA approved drugs, and that Vitamin D3 and Biotin, are available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to treat hair growth. Mango GROW is encapsulated in convenient chewable, mint-flavored rapid dissolve tablets (“RDT”).

 

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 FFD&C Act.

 

 

 

We are not aware of any clinical studies involving the administration of Minoxidil and Finasteride sublingually at the dose we provide patients, or the compounding of Minoxidil, Finasteride, Vitamin D3, and Biotin, to treat hair growth, as is contemplated by our Mango GROW product. We are, however, aware of other companies that are currently selling oral tablets for hair growth, including those using a combination of Minoxidil and Finasteride. Additionally, because our Mango GROW product is being specifically compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango GROW product are publicly disclosed, this product formula can be replicated by other companies.

 

‘SLIM’ by MangoRx - SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as 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 FFD&C 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).

 

 

 

We are not aware of any clinical studies involving the administration of Enclomiphene as an 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 FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death. If this were to occur, we could be subject to litigation and governmental action, which could result in costly litigation, significant fines, judgments or penalties.

 

We 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, 41 Clin Pharmacokinet 661, 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 today’s men’s 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®, an FDA-approved oral Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no testosterone levels due to certain medical conditions. ‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only three FDA approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient injection-based drug delivery protocol. ‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel capsule that is absorbed primarily via the lymphatic system, avoiding liver toxicity. The benefits of ‘PRIME,’ powered by Kyzatrex®, over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical performance, and balanced hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius Pharmaceuticals. With ‘PRIME,’ MangoRx is working to expand broad-based consumer access to this therapy. We are currently limiting sales of ‘PRIME’ to clients in the state of Florida, with plans to expand nationally as we grow.

 

 

 

Business Combination Agreement

 

On July 29, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with Nuclea Energy Inc., a British Columbia corporation (“Nuclea”), the principal shareholders of Nuclea, and the principal shareholders of the Company (collectively, the “Transaction”).

 

Pursuant to the BCA, a newly formed subsidiary of the Company (“Amalco Sub”) will amalgamate with Nuclea under the Business Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of “ExchangeCo” (a to be formed wholly-owned subsidiary of the Company), exchangeable on a one-for-one basis for shares of the Company’s common stock (the “Exchangeable Shares”). The transaction utilizes a Canadian exchangeable share structure.

 

The exchange ratio is the product of (a) the fully-diluted shares of the Company divided by the fully diluted shares of Nuclea, multiplied by (b) 24. This will result (prior to the PIPE share issuance, as discussed below) in the former Nuclea shareholders holding approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with existing Company stockholders holding approximately 4%.

 

Until both (i) the approval of the Company’s shareholders of the issuance of the shares of common stock issuable upon exchange of the Exchangeable Shares and (ii) Nasdaq approval of the initial listing application (collectively, the “Required Approvals”) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares, together with any Company common stock issued pursuant to the Transaction, are limited to 19.99% of the outstanding Company common stock immediately prior to Closing (the “Nasdaq Cap”). Following receipt of the Required Approvals, all previously restricted rights will be unlocked.

 

 

The Transaction is structured in two stages consisting of (i) a closing (the “Closing”), which is expected to occur prior to receipt of the Required Approvals and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing (discussed below), and (ii) a completion (the “Completion”), which will occur following receipt of the Required Approvals and will permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of the Company common stock in excess of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares.

 

The closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following Closing, the Company will file a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion is expected to occur promptly after receipt of the Required Approvals.

 

The Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea shareholder approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity (“PIPE”) financing of a minimum of $15,000,000 to be funded into escrow and released at Closing; (iv) the occurrence of no material adverse effect; (v) regulatory approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable; (vi) the Company’s compliance with Nasdaq listing requirements; and (vii) execution of the Cohen Executive Agreements (as defined below).

 

At Closing, one Company Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following Closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided in the BCA.

 

The principal shareholders of Nuclea and certain of the Company’s stockholders, directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support agreements covering not less than 9,119,823 shares of the Company common stock, representing not less than approximately 50.1% of the Company’s currently issued and outstanding common stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders. The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

 

Cohen Executive Agreements

 

As a condition to closing of the Transaction, the Company and Jacob D. Cohen, the Company’s Chief Executive Officer, entered into a release and separation agreement (the “Release and Separation Agreement”) effective as of the execution of the BCA, and, at closing, will enter into a consulting agreement (the “Consulting Agreement” and, together with the Release and Separation Agreement, the “Cohen Executive Agreements”).

 

Release and Separation Agreement

 

Pursuant to the Release and Separation Agreement, Mr. Cohen’s employment as Chief Executive Officer will terminate effective upon the closing of the Transaction (the “Separation Date”). In lieu of the change of control payment, bonus, severance payment, and health payment, due under his existing employment agreement, Mr. Cohen will receive the following, similar, but modified severance package: (a) Cash Severance: $1,500,000 payable at Closing; (b) Bonus Shares: 2,000,000 shares of the Company’s common stock issued upon execution of the Release and Separation Agreement (with such shares being issued pursuant to the Company’s equity plan and the Company’s effective registration statement on Form S-8); (c) Mango & Peaches Warrant: a cashless warrant for $10,000,000 worth of the Mango and Peaches Corp. common stock, issued upon Completion, in a form to be agreed-to by the Company and Mr. Cohen; (d) Equity Acceleration: all unvested stock options and equity awards shall vest as of the Separation Date; and (e) COBRA Benefits: 12 months of Company-paid COBRA continuation coverage. In consideration of the foregoing, Mr. Cohen has agreed to a general release of claims against the Company. Non-disparagement and restrictive covenant obligations survive the separation.

 

 

Departure of Chief Executive Officer; Appointment of President

 

As described above, effective upon the closing of the Transaction contemplated by the BCA, Jacob D. Cohen’s employment as Chief Executive Officer of the Company will terminate upon closing of the Transaction. Mr. Cohen’s termination is treated as a termination for Good Reason/without Cause under his existing employment agreement with the Company.

 

Effective upon the Separation Date, Mr. Cohen will transition to the role of President of the Company in an independent consulting capacity pursuant to a Consulting Agreement.

 

Post-Completion Board and Management Changes

 

Following receipt of the Required Approvals and the occurrence of the Completion, the individuals designated by the principal Nuclea shareholders and included as nominees for director in the registration statement on Form S-4, and approved at the Company’s stockholder meeting, will be appointed to the Company’s Board of Directors, and any then-existing directors not so approved will resign. The Company’s Board will also appoint such new executive officers as directed by the principal Nuclea shareholders, and any then-existing executive officers not so appointed will resign from their positions.

 

Director and Officer Equity Awards

 

On July 28, 2026, the Board of Directors of the Company authorized the issuance of fully vested shares of common stock under the Company’s 2022 Equity Incentive Plan (the “Plan”).

 

The following awards were granted: (a) Kenny Myers (Director): 100,000 shares of common stock; (b) Lorraine D’Alessio (Director): 100,000 shares of common stock; (c) Alex Hamilton (Director): 100,000 shares of common stock; and (d) Eugene Johnston (Chief Financial Officer): 100,000 shares of common stock.

 

Future Plans 

 

The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 1 – Organization and Description of the Business”), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). A majority of these studies were completed in 2025 and the Company is currently in the process of determining next steps in its commercialization and monetization efforts.

 

The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 2 – Summary of Significant Accounting Policies—Master Distribution Agreements”) intends to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“Dermytol”). The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under this agreement in the 3^rd quarter of 2026.

 

 

Plan of Operations

 

We had a working capital deficit of approximately $1.2 million and working capital of $0.7 million as of June 30, 2026 and December 31, 2025, respectively. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.

 

Our plan for the next 12 months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise. As our business continues to grow, customer feedback will be integral in making small adjustments to improve products and our overall customer experience.

 

We are headquartered in Dallas, Texas and intend to grow our business both organically and through identifying acquisition targets over the next 12 months in the technology, health and wellness space, funding permitting. Specifically, we plan to continue to make additional and ongoing technology enhancements to our platform, further develop, market and advertise additional men’s health and wellness related products on our telemedicine platform, and identify strategic acquisitions that complement our vision. As these opportunities arise, we will determine the best method for financing such acquisitions and growth which may include the issuance of debt instruments, common stock, preferred stock, or a combination thereof, all of which may result in significant dilution to existing shareholders.

 

We may seek additional funding in the future through equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. We may not be able to obtain financing on acceptable terms or at all. The terms of any financing may adversely affect the holdings or rights of our shareholders and/or create significant dilution. Although we continue to pursue these plans, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continued operations, if at all.

 

Strategic Alternatives

 

In October 2024, the Board of Directors of the Company initiated a process to evaluate potential strategic alternatives with the intent to unlock and maximize shareholder value, including but not limited to potential mergers, acquisitions, divestitures and business combinations, acquisitions of businesses, entry into new lines of business, business expansions, joint ventures, and other key strategic transactions outside the ordinary course of the Company’s current business. This initiative is being undertaken in parallel with the Company’s current business operations. In consultation with financial and legal advisors, the Company intends to consider a broad range of strategic, operational and financial alternatives, and is exploring a full range of options. There is no assurance that the strategic review process will result in the approval or completion of any specific transaction or outcome. The Company has not established a timeline for completion of the review process and does not intend to comment further unless and until its Board of Directors has approved a definitive course of action, or it is determined that other disclosure is necessary or appropriate.

 

 

Results of Operations

 

Comparison of the three months ended June 30, 2026 and 2025

 

We had revenues of $68,757 for the three months ended June 30, 2026, compared to revenues of $168,109 for the three months ended June 30, 2025, which decrease was mainly due to our focus on in-house website development and testing of a new TRT product in specific markets prior to full launch.

 

Cost of revenues was $10,437 and $18,815 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to fluctuations in third-party service provider usage, product promotions 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 $14,105 and $59,346 for the three months ended June 30, 2026 and 2025, respectively, which decrease in the current period was primarily due the decrease in revenue

 

 

General and administrative expenses were $256,095 and $1,245,360 for the three months ended June 30, 2026 and 2025, respectively, which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.

 

Salaries and benefits were $427,298 and $628,343 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to changes in personnel. There was an item that has been reclassified, resulting in a prior year change.

 

Advertising and marketing expenses were $301,445 and $258,295 for the three months ended June 30, 2026 and 2025, respectively. The increase was related to testing new marketing channels and methods..

 

Investor relations expenses were $0 and $106,000 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to less spending on company awareness campaigns.

 

Stock-based compensation totaled $92,417 and $3,120,445 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..

 

We had $0 and $21,700 of interest expense for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.

 

We had $279,891 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.

 

We had a loss from settlement of $0 and $125,625 for the three months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.

 

We had a net loss of $1,312,931 for the three months ended June 30, 2026, compared to a net loss of $5,415,820 for the three months ended June 30, 2025, a decrease in net loss of $4,102,889 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.

 

Comparison of the six months ended June 30, 2026 and 2025

 

We had revenues of $136,621 for the six months ended June 30, 2026, compared to revenues of $277,415 for the six months ended June 30, 2025, which decrease was due to fluctuations in third-party service provider usage, product promotions and delivery costs during the current period.

 

Cost of revenues was $18,655 and $43,552 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to product promotions 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 $44,750 and $81,851 for the six months ended June 30, 2026 and 2025, respectively, which decrease in the current period was due to the decrease in revenue.

 

 

General and administrative expenses were $1,322,668 and $2,787,804 for the six months ended June 30, 2026 and 2025, respectively, , which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.

 

Salaries and benefits were $774,158 and $1,254,941 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to changes in personnel. There was an item that has been reclassified, resulting in a prior year change.

 

Advertising and marketing expenses were $395,518 and $540,027 for the six months ended June 30, 2026 and 2025, respectively. The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch and more targeted marketing.

 

Investor relations expenses were $0 and $1,525,000 for the six months ended June 30, 2026 and 2025, respectively, which decrease was related to a reduction in public awareness campaigns.

 

Stock-based compensation totaled $1,740,238 and $4,165,924 (inclusive of stock issued for services and issuances of options and warrants) for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..

 

We had $0 and $8,000 of interest expense for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.

 

We had $556,706 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.

 

We had a loss from settlement of $0 and $125,625 for the six months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.

 

We had a net loss of $4,716,072 for the six months ended June 30, 2026, compared to a net loss of $10,255,309 for the six months ended June 30, 2025, a decrease in net loss of $5,539,237 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.

 

Liquidity and Capital Resources

 

As of June 30, 2026, we had $228,688 of cash on-hand, compared to $1,486,338 of cash on-hand as of December 31, 2025. We also had $42 of prepaid expenses, representing payroll taxes, and $16,957 of deposits, as well as $1,292 of property and equipment, net, consisting of computers, $279,246 of right of use-asset in connection with our lease, and $13,646,570 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 with Propre Energie Inc for Dermytol.

 

Cash decreased mainly due to funds used in operations with limited fundraising during the six-month period ended June 30, 2026.

 

As of June 30, 2026, the Company had total current liabilities of $1,398,063, consisting of $889,733 of accounts payable and accrued liabilities, $6,634 of payroll tax liabilities, relating to payroll taxes that are due after June 30, 2026, $275,000 of deposit/contract liability in connection with a proposed business combination no shop provision, $28,301 of operating lease liability (current); $6,000 of amounts owed to related parties, which represented amount due to our CFO; $44,944 of notes payable related parties, which represented amounts due to our CEO and $147,451 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property. We also had $250,906 of right-of-use liability relating to operating leases as of June 30, 2026.

 

 

As of June 30, 2026, we had $14,172,795 in total assets, $1,648,969 in total liabilities, a working capital deficit of $1.2 million and a total accumulated deficit of $45.4 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. Additionally, as of June 30, 2026, 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.

 

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

 

		Six months ended June 30, 2026				Six months ended June 30, 2025
Cash (used in)provided by:
Operating activities		$	(1,571,849	)		$	(3,531,230	)
Investing activities			—				—
Financing activities			316,944				3,565,785
Net increase (decrease) in cash equivalents		$	(1,254,905	)		$	34,555

 

Net cash used in operating activities was $1,571,849 for the six months ended June 30, 2026, which was mainly due to $4,716,072 of net loss, offset by $1,102,531 of options vested for stock-based compensation and $669,107 of issuance of common stock for services.

 

Net cash used in operating activities was $3,531,230 for the six months ended June 30, 2025, which was mainly due to $10,255,309 of net loss, offset by $5,113,591 of common stock issued for services, and $695,811 of amortization of license agreement.

 

There was no net cash used in investing activities for the six months ended June 30, 2026 or 2025.

 

Net cash provided by financing activities was $316,944 for the six months ended June 30, 2026 and $3,565,785 for the six months ended June 30, 2025, which for the 2025 period, was due to proceeds from the sale of common stock ($1,085,785), collection of subscriptions receivable ($1,150,000), and proceeds from the exercise of warrants ($630,000).

 

 

Recent Funding Transactions

 

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.

 

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 Company’s 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 Agent’s commissions and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

 

 

June 2026 Private Placement Subscription

 

On June 29, 2026, the Company entered into a Subscription Agreement with an accredited investor, pursuant to which the investor purchased 850,000 shares of restricted common stock from the Company, for $0.32 per share, or a total of $272,000. The Subscription Agreement included customary representations and warranties of the investor and the Company and includes piggyback registration rights for a period of one year following the dates of the subscription.

 

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 Company’s financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. “Note 2 - Summary of Significant Accounting Policies” to the unaudited financial statements included in “Part I, Item 1. Financial Statements”, above describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies and estimates have a higher degree of inherent uncertainty and require significant judgments. Accordingly, actual results could differ from those estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

 

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: (1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

 

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our 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 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.

 

The Company accounts for its currently issued warrants in conjunction with the Company’s ordinary shares in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. The value of the warrant is based on accepted valuation procedures and practices that rely substantially on the third-party professional’s use of numerous assumptions and its consideration of various factors that are relevant to the operation of the Company.

 

JOBS Act and Recent Accounting Pronouncements

 

The JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.

 

We have implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

 

 

In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. There was no material effect on the consolidated financial statements for the year ended December 31, 2025 as a result of the adoption of this ASU.

 

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that as of the six months ending June 30, 2026, we have added procedures to review journal entries prior to posting to the general ledger. Additionally, we are implementing procedures to address our future potential migration to new systems by documenting order details and status that will be maintained internally and reviewed regularly by staff to ensure data is secured and available.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may be a party to litigation that arises in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.

 

Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” of this Form 10-Q from, “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 8 – Commitments and Contingences”, under the heading Legal Matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

 

Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

 

Item 1A. Risk Factors

 

Reference is made to Part I, Item 1A, “Risk Factors” included in our 2025 Annual Report for information concerning risk factors, which should be read in conjunction with the factors set forth in “Cautionary Statement Regarding Forward-Looking Information” of this Report and below (which updates one of the risk factors included in the 2025 Annual Report). There have been no material changes with respect to the risk factors disclosed in our 2025 Annual Form 10-K, except as set forth below. You should carefully consider such factors in the 2025 Annual Report and below, which could materially affect our business, financial condition or future results. The risks described in the 2025 Annual Report and below, are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

 

We are not currently in compliance with Nasdaq’s 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 Company’s 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 Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. On August 4, 2026, the Company received a letter (the “Second Notice”) from Nasdaq advising that the Nasdaq Staff has determined that the Company is eligible for an additional 180 calendar day compliance period, or until February 1, 2027 (the “Second Compliance Period”), to regain compliance. According to the Second Notice, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and (ii) the Company’s written notice of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.

 

 

Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides that if a listed company’s 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.

 

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 2/3^rds (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. Over the past 52 weeks our common stock has traded as low as $0.1620 per share.

 

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 Nasdaq’s $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 do not currently have a stock price over $1.00 per share. Nasdaq’s 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.

 

 

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.

 

We may be deemed to be engaged in manufacturing rather than compounding, which would subject us to more stringent regulatory requirements, and our reliance on a related-party pharmacy operating under Section 503A of the FFD&C Act exposes us to significant regulatory risk.

 

We depend on a related-party pharmacy to compound certain products pursuant to Section 503A of the FFD&C Act, which provides an exemption from certain requirements applicable to FDA-approved drugs only if specified conditions are satisfied. These conditions include, among others, compounding based on valid patient-specific prescriptions, limitations on the use of bulk drug substances, restrictions on compounding drugs that are essentially copies of commercially available products, and prohibitions on manufacturing or distributing compounded drugs at scale.

 

The FDA has recently increased scrutiny of compounding pharmacies and telehealth-related distribution models, including through warning letters, public statements and enforcement actions involving compounded drugs. Although recent FDA actions have focused on compounded GLP-1 products, the FDA has articulated broader concerns regarding whether certain business models improperly rely on the compounding framework while operating in a manner more akin to drug manufacturing. These concerns include, among others, the absence of bona fide patient-specific prescriptions, the use of bulk drug substances that may not qualify under Section 503A, compounding at scale, and marketing practices that may be misleading or that position compounded drugs as substitutes for FDA-approved products.

 

In addition, our model involves telehealth-enabled prescribing, which has been an area of increasing regulatory focus. Regulators, including the FDA and state medical boards, have questioned whether certain telehealth practices (particularly those involving asynchronous consultations, standardized intake forms or protocols, or limited practitioner-patient interaction) satisfy applicable requirements for establishing a valid practitioner-patient relationship and issuing a legitimate prescription. Any determination that prescriptions provided through our platform are not valid for purposes of Section 503A could result in a loss of the compounding exemption.

 

While we do not compound GLP-1 products, we offer compounded drugs in areas such as weight loss, hair loss and ED that may present similar regulatory considerations. There can be no assurance that the FDA or other regulatory authorities will not determine that the activities of our related-party pharmacy, or our own practices in connection with the marketing and distribution of compounded products, exceed the scope of traditional pharmacy compounding and should be subject to the FDA’s drug approval and current good manufacturing practice requirements.

 

 

If regulatory authorities were to take such a position, we or our related-party pharmacy, could be subject to enforcement actions, including warning letters, product seizures, injunctions, civil penalties or other sanctions, and could be required to modify or discontinue certain offerings. In addition, increased regulatory scrutiny or changes in applicable laws, regulations or guidance could restrict our ability, or the ability of our related-party pharmacy, to compound or offer products.

 

Any of the foregoing could result in increased compliance costs, operational disruptions, reputational harm and a material adverse effect on our business, financial condition and results of operations, and cause the value of our securities to decline or become worthless.

 

Risks Related to the Transaction Not Closing or Being Delayed

 

The Transaction is subject to numerous closing conditions, and there is no assurance that the Completion will occur on the anticipated timeline, on the anticipated terms, or at all.

 

Completion of the Transaction is subject to the satisfaction or waiver of a number of conditions, including, among others, Nuclea shareholder approval, Nasdaq non-objection, completion of a minimum $15,000,000 PIPE financing to be funded into escrow, the absence of a material adverse effect, receipt of regulatory approvals, continued compliance with Nasdaq listing requirements, and execution of the Cohen Executive Agreements. Many of these conditions are outside of our control, and we cannot predict whether or when they will be satisfied.

 

If any condition to Closing or Completion is not satisfied or waived, the Transaction may be delayed beyond current expectations or may not be completed at all. A failure to complete the Transaction, or significant delay in doing so, could result in a decline in the market price of our common stock, require us to pay costs relating to the Transaction (including significant legal, accounting, financial advisory and other fees) without realizing the anticipated benefits, subject us to litigation, divert the attention of our management and employees from our ongoing business, and damage relationships with employees, customers, suppliers, licensors, and other business partners of both the Company and Nuclea.

 

The Transaction is structured to occur in two separate stages (1) a Closing that is expected to occur before receipt of the Required Approvals, followed by a later Completion (2) and there is no assurance that Completion will ever occur following Closing.

 

Unlike a conventional single-step business combination, the Transaction contemplates a Closing (including the amalgamation, implementation of the exchangeable share structure, and the concurrent PIPE financing) that is expected to occur prior to receipt of both Company stockholder approval and Nasdaq approval of the initial listing application, with full implementation of the Exchangeable Shares occurring only later, at Completion. This bifurcated structure means that the Company and Nuclea could become combined at Closing while the full economic, voting, and exchange rights associated with the Transaction remain restricted or unrealized for an indeterminate period, or potentially indefinitely if the Required Approvals are never obtained.

 

During the period between Closing and Completion, the Company would operate as a combined enterprise without the benefit of a stockholder vote having yet occurred and without certainty that Nasdaq will ultimately approve the initial listing application. If the Company stockholder approval or Nasdaq approval is delayed, withheld, or not obtained, holders of Exchangeable Shares and the Company common stock issued in the Transaction could remain subject to the Nasdaq Cap indefinitely, we could remain unable to complete the governance changes contemplated by the BCA, and stockholders could be left holding an interest in a combined business without the protections a prior stockholder vote is intended to provide.

 

 

Our stockholders will experience substantial and immediate dilution as a result of the Transaction, and former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted basis.

 

The exchange ratio under the BCA is calculated as the product of (a) the fully diluted Company shares divided by the fully diluted Nuclea shares, multiplied by (b) 24. Based on this formula, and prior to giving effect to the PIPE share issuance, former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with our existing stockholders retaining only approximately 4%. Stockholders should expect their proportionate ownership, voting power, and economic interest in the Company to be reduced dramatically as a result of the Transaction.

 

The PIPE financing of at least $15,000,000 contemplated by the BCA, as well as any additional equity issuances prior to or in connection with Closing or Completion, will result in further dilution to existing stockholders beyond the dilution described above. The actual exchange ratio, and therefore the actual dilutive effect on existing stockholders, will depend on the fully diluted share counts of both companies as of Closing, which may differ from current estimates.

 

The Exchangeable Share structure and the related Nasdaq Cap and Special Voting Share arrangements are complex, and their interaction may make it difficult for stockholders to evaluate their post-Transaction rights and the true extent of dilution and change of control.

 

Rather than issuing the Company common stock directly to Nuclea shareholders, the Transaction uses a Canadian exchangeable share structure under which former Nuclea shareholders will receive exchangeable shares of ExchangeCo, a wholly-owned subsidiary of the Company, that are intended to be exchangeable on a one-for-one basis for the Company common stock. A single Company Special Voting Share, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares (subject to the Nasdaq Cap), will be issued to a trustee at Closing. This structure is more complex than a conventional stock-for-stock merger and may make it more difficult for our stockholders to understand and evaluate the actual voting power, economic rights, and potential dilution associated with the Transaction.

 

Until the Required Approvals are obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares and any the Company common stock issued in the Transaction are limited to 19.99% of the Company common stock outstanding immediately prior to Closing. Once the Required Approvals are obtained, this cap is removed and the full dilutive and voting effect of the Transaction, including the approximately 96% ownership position expected to be held by former Nuclea shareholders, will be realized. Stockholders approving the Transaction, or trading in the Company securities, prior to receipt of the Required Approvals may not have a full picture of the ultimate ownership and governance structure of the combined company.

 

The BCA may be terminated in accordance with its terms, and any such termination could adversely affect our business, financial condition, and stock price.

 

The BCA contains customary termination provisions that permit the Company, Nuclea, or both, to terminate the agreement under certain circumstances, including, potentially, if the Transaction has not been completed by an outside date, if required approvals are not obtained, or upon other customary triggers. We cannot assure stockholders that the Transaction will not be terminated before Closing or before Completion.

 

If the BCA is terminated, our stock price may decline to the extent the market price of our common stock reflects an assumption that the Transaction will be completed. A termination could also result in adverse publicity, harm to our relationships with employees, customers, suppliers and other business partners, and could require us to pay significant transaction costs, including legal, accounting, and financial advisory fees, without realizing the anticipated benefits of the Transaction. We may also be required to seek an alternative transaction or continue operating as a standalone company on a smaller scale and with fewer resources than we currently anticipate as part of the combined company, and there is no assurance we would be able to identify or complete an alternative transaction on comparable or favorable terms.

 

 

We may lose key employees, officers, and directors, and experience disruption to our business, as a result of the leadership and governance changes contemplated by the Transaction.

 

The Transaction contemplates significant changes to our management and Board of Directors. Jacob D. Cohen will step down as Chief Executive Officer effective upon Closing and transition to the role of President in an independent consulting capacity, Sagar Sanghera will be appointed to the Board and as Executive Chairman, and Josef Freundorfer will be appointed Chief Executive Officer. Following receipt of the Required Approvals and the occurrence of Completion, our Board of Directors will be further reconstituted with nominees designated by the principal Nuclea shareholders, and any then-existing directors not so approved will resign; similarly, new executive officers as directed by the principal Nuclea shareholders will be appointed, and any then-existing executive officers not so appointed will resign.

 

These leadership transitions, and the uncertainty they create, may result in the loss of institutional knowledge, key relationships, and continuity of strategy. Current employees, officers, and directors may experience uncertainty about their future roles with the combined company, which could adversely affect morale, productivity, and retention, and could make it more difficult to attract or retain qualified personnel during the pendency of the Transaction and following Closing.

 

Uncertainty surrounding the Transaction, and the anticipated shift in our business focus, could cause customers, suppliers, licensors, and other business partners to delay, modify, or terminate their relationships with us.

 

The Transaction contemplates combining the Company’s existing business with Nuclea, a company focused on the development of the Morpheus microreactor, which remains in the conceptual design stage, and related nuclear energy technology. This represents a substantial change from the Company’s current business. Customers, suppliers, distributors, licensors, and other business or commercial partners of the Company may respond to the announcement or pendency of the Transaction, or the resulting change in business strategy, by delaying, modifying, or terminating their relationships with us, seeking to renegotiate existing agreements, or choosing not to enter into new agreements or renewals, whether or not the Transaction is ultimately completed. Similarly, business partners and counterparties of Nuclea may take similar actions in response to the Transaction. Any such actions could adversely affect the revenue, operations, and prospects of the Company, Nuclea, or the combined company, whether or not Closing or Completion occurs.

 

Our Chief Executive Officer and other directors and officers may have interests in the Transaction that are different from, or in addition to, those of our stockholders generally.

 

In connection with the Transaction, Mr. Cohen and the Company entered into a Release and Separation Agreement providing for cash severance of $1,500,000 payable at Closing, 2,000,000 bonus shares of the Company common stock, a cashless warrant for $10,000,000 worth of the Mango & Peaches Corp. common stock issuable upon Completion, full acceleration of unvested equity awards, and 12 months of Company-paid COBRA coverage, in lieu of the change of control, bonus, severance, and health payments otherwise provided under his existing employment agreement. In addition, certain directors and officers received fully vested equity awards under the Company’s equity incentive plan on July 28, 2026. These arrangements could be viewed as giving Mr. Cohen and other officers and directors a financial incentive to support and complete the Transaction that differs from, or is in addition to, the interests of stockholders generally, and stockholders should consider these interests in evaluating the Transaction.

 

We are required to obtain regulatory approvals in multiple jurisdictions, which may not be obtained on a timely basis, or at all, or may be obtained subject to conditions that reduce the anticipated benefits of the Transaction.

 

Completion of the Transaction is conditioned on receipt of applicable regulatory approvals under the Investment Canada Act, the Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable. These regulatory review processes can be lengthy and unpredictable, and the applicable authorities may delay approval, impose conditions or restrictions on the combined company, or, in some circumstances, prohibit the Transaction altogether. Any such delay, condition, or prohibition could prevent completion of the Transaction on the anticipated timeline or terms, or at all, and could reduce the anticipated benefits of the Transaction to our stockholders.

 

 

Completion of the required PIPE financing is a condition to Closing, and there is no assurance that it will be completed on the anticipated terms, timeline, or amount.

 

Closing of the Transaction is conditioned on completion of a private investment in public equity (PIPE) financing of a minimum of $15,000,000, to be funded into escrow and released at Closing. There is no assurance that this financing will be completed on the terms currently contemplated, in the required minimum amount, on the anticipated timeline, or at all. If the PIPE financing is not completed, the Transaction may not close. In addition, the terms on which the PIPE financing is completed, including pricing and any associated investor rights, may be dilutive to, or otherwise adverse to the interests of, our existing stockholders.

 

Even if the Transaction is completed, we may not realize the anticipated benefits of combining with Nuclea, and the combined company will be subject to significant technology development, licensing, and execution risk relating to the Morpheus microreactor and the nuclear energy business.

 

The anticipated benefits of the Transaction are based on assumptions regarding future electricity demand, the successful development, licensing, and commercialization of the Morpheus microreactor, which remains in the conceptual design stage, and the ability of the combined company to integrate the operations, technology, personnel, and cultures of the Company and Nuclea. Nuclear energy technologies, including microreactors, are subject to lengthy and uncertain regulatory licensing processes, significant capital requirements, and substantial technology and execution risk. There is no assurance that the combined company will be able to obtain necessary nuclear licensing approvals, successfully develop or commercialize the Morpheus microreactor, or otherwise realize the anticipated strategic and financial benefits of the Transaction, and actual results could differ materially from current expectations.

 

The pendency of the Transaction, and the significant change in business strategy it represents, may result in increased volatility in the market price of our common stock.

 

The market price of our common stock may fluctuate significantly as a result of developments relating to the Transaction, including announcements regarding satisfaction or waiver of closing conditions, receipt or denial of regulatory or Nasdaq approvals, the outcome of the stockholder vote, changes in the anticipated exchange ratio or dilution, or speculation regarding whether and when the Transaction will be completed. In addition, because the Transaction represents a fundamental change in our business strategy, from our current business to the nuclear energy business conducted by Nuclea, our stock price may reflect substantial uncertainty regarding the value, prospects, and risk profile of the combined company, which may differ significantly from the market’s prior valuation of the Company as a standalone company.

 

The Transaction, and matters related to it, may give rise to stockholder litigation, which could delay or prevent Closing or Completion or result in significant costs.

 

Business combination transactions of this type are sometimes subject to lawsuits filed by stockholders challenging the adequacy of disclosure, the process leading to the Transaction, or the fairness of its terms, including the exchange ratio, the Nasdaq Cap mechanics, or the compensation arrangements for departing officers. Such litigation, if it occurs, could result in significant costs to the Company, divert management’s attention from our business and the pending Transaction, and could delay or prevent Closing or Completion, regardless of the outcome of any such litigation.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Recent Sales of Unregistered Securities

 

There have been no sales of unregistered securities during the quarter ended June 30, 2026, which have not previously been reported in a Current Report on Form 8-K, except as set forth below:

 

On July 27, 2026, we entered into a Consulting Agreement with Dorado Goose, LLC (“Dorado”) whereby Dorado agreed to provide management and business advisory related services to 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. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Dorado 250,000 shares of restricted common stock.

 

 

The issuances and grants described above were exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information.

 

(a) Form 8-K Information. The information and disclosures which are set forth above under “Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds”, are incorporated by reference into this “Item 5. Other Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K . 

 

(c) Rule 10b5-1 Trading Plans. Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 30, 2026, none of the Company’s 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 6. Exhibits

 

The following exhibits are filed herewith or incorporated by reference herein:

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Filed/ Furnished Herewith

Form

Exhibit

Filing Date

File Number

2.1♦

Business Combination Agreement, dated July 29, 2026, by and among Mangoceuticals, Inc., Nuclea Energy Inc., the principal shareholders of Nuclea, and the principal shareholders of Mango.*

8-K

2.1

7/30/2026

001-41615

3.1

Amendment to Bylaws of Mangoceuticals, Inc. (Amendment to Section 3.8), effective July 28, 2026.

8-K

3.1

7/30/2026

001-41615

10.1#

Mangoceuticals, Inc. Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 2026

-

8-K

10.1

3/25/2026

001-41615

10.2#

Clarification Agreement dated May 18, 2026, entered into between Mangoceuticals, Inc. and Jacob Cohen

10-Q

10.2

5/19/2025

001-41615

10.3

Form of Common Stock Subscription Agreement

8-K

10.1

7/2/2026

001-41615

10.4#

Release and Separation Agreement between Mangoceuticals, Inc. and Jacob D. Cohen

8-K

10.1

7/30/2026

001-41615

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

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*

Inline XBRL Taxonomy Extension Schema Document

X

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

X

104*

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

X

 

* Filed herewith.

 

** Furnished herewith.

 

# Indicates management contract or compensatory plan or arrangement.

 

♦ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

 

 

SIGNATURES

 

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

 

	Mangoceuticals, Inc.
Date: August 13, 2026	By:	/s/ Jacob D. Cohen
		Jacob D. Cohen
		Chief Executive Officer
		(Principal Executive Officer)
Date: August 13, 2026	By:	/s/ Eugene M. Johnston
		Eugene M. Johnston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)