MANGOCEUTICALS INC

Previous wording

The following discussion is based upon our 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.

Current wording

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.

Previous wording

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 consolidated financial statements of the Company for the three and six months ended June 30, 2024 and 2023, above.

Current wording

Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2024 and 2023, above.

Previous wording

The following discussion of the Company’s historical performance and financial condition should be read together with the 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.

Current wording

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.

Previous wording

We connect consumers to licensed healthcare professionals through our website atwww.MangoRx.com, for the provision of care via telehealth on our customer portal. We also provide access for customers to a licensed pharmacy for online fulfillment and distribution of certain medications that may be prescribed as part of telehealth consultations. To date, we have identified men’s wellness telemedicine services and products as a growing sector in recent years and especially related to the areas of erectile dysfunction (“ED”), hair growth products and hormone therapies. Our products currently consist of the following:

Current wording

We connect consumers to licensed healthcare professionals through our website atwww.MangoRx.com, for the provision of care via telehealth on our customer portal. We also provide access for customers to a licensed pharmacy for online fulfillment and distribution of certain medications that may be prescribed as part of telehealth consultations. To date, we have identified men’s wellness telemedicine services and products as a growing sector in recent years and especially related to the areas of erectile dysfunction (“ED”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. Our products currently consist of the following:

Previous wording

In addition to the recent funding events and agreements described in greater detail below under “Liquidity and Capital Resources—Recent Events”, the following material transactions took place during the six months ended June 30, 2024:

Current wording

In addition to the recent funding events and agreements described in greater detail below under “Liquidity and Capital Resources—Recent Events”, the following material transactions took place during the nine months ended September 30, 2024:

Previous wording

Effective on April 24, 2024, the Company entered into a Patent Purchase Agreement (the “IP Purchase Agreement”), with Intramont Technologies, Inc. (“Intramont”). Pursuant to the IP Purchase Agreement, we purchased certain patents and patent applications owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases, and orally transmitted diseases such as human papillomavirus (HPV) (the “Patents”), in consideration for $20,000,000, which is payable to Intramont by (a) the issuance of 980,000 shares of the Company’s newly designated 6% Series C Convertible Preferred Stock (the “Series C Preferred Stock”), with a face value of $20.00 per share, for a total value of $19,600,000 (the “Series C Shares”); and (b) $400,000 in cash, (i) with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or before November 30, 2024 (collectively, the “Cash Payments”).

Current wording

Effective on April 24, 2024, the Company entered into a Patent Purchase Agreement (the “IP Purchase Agreement”), with Intramont Technologies, Inc. (“Intramont”). Pursuant to the IP Purchase Agreement, we purchased certain patents and patent applications owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases, and orally transmitted diseases such as human papillomavirus (HPV) (the “Patents”), in consideration for $20,000,000, which is payable to Intramont by (a) the issuance of 980,000 shares of the Company’s then newly designated 6% Series C Convertible Preferred Stock (the “Series C Preferred Stock”), with a face value of $20.00 per share, for a total value of $19,600,000 (the “Series C Shares”); and (b) $400,000 in cash, (i) with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or before November 30, 2024 (collectively, the “Cash Payments”).

Previous wording

In the event any of the Cash Payments have not been made on or before the due date thereof as provided above, we have 30 days to cure such non-payment, and if not paid by the end of such 30 day period, we have the option of paying Intramont $15,000 for a thirty day extension period for each Cash Payment.

Current wording

In the event any of the Cash Payments have not been made on or before the due date thereof as provided above, we have 30 days to cure such non-payment, and if not paid by the end of such 30 day period, we have the option of paying Intramont $15,000 for a thirty day extension period for each Cash Payment. The Company and Intramont have agreed to payment in full of amounts owed, by December 31, 2024, of which $25,000 has been paid as of September 30, 2024.

Previous wording

We had a working deficit of $0.9 million as of June 30, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.

Current wording

We had a working deficit of $1.3 million as of September 30, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.

Previous wording

We began generating revenues in November 2022 and had revenues of $163,163 and $141,237 for the three months ended June 30, 2024 and 2023, respectively.

Current wording

We began generating revenues in November 2022 and had revenues of $133,368 and $245,160 for the three months ended September 30, 2024 and 2023, respectively.

Previous wording

We had cost of revenues of $29,665 and $25,592 for the three months ended June 30, 2024 and 2023, respectively, attributed to costs associated with the Company’s third party doctor’s network and product shipping costs, and related party cost of revenues of $63,706 and $28,515 for the three months ended June 30, 2024 and 2023, respectively, relating to amounts paid to Epiq Scripts, LLC (“Epiq Scripts”), a related party, 51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, which entity provides us pharmacy and compounding services. The related party cost of revenues was associated with a Master Services Agreement entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to the amounts paid to our unrelated party doctors network and shipping expenses.

Current wording

We had cost of revenues of $21,505 and $52,193 for the three months ended September 30, 2024 and 2023, respectively, attributed to costs associated with the Company’s third party doctor’s network and product shipping costs, and related party cost of revenues of $29,192 and $48,378 for the three months ended September 30, 2024 and 2023, respectively, relating to amounts paid to Epiq Scripts, LLC (“Epiq Scripts”), a related party, 51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, which entity provides us pharmacy and compounding services. The related party cost of revenues was associated with a Master Services Agreement entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to the amounts paid to our unrelated party doctors network and shipping expenses.

Previous wording

Cost of revenues increased for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, directly corelated to the increase in products sold.

Current wording

Cost of revenues decreased for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, directly corelated to the decrease in products sold.

Previous wording

We had gross profit of $69,792 and $87,130 for the three months ended June 30, 2024 and 2023, respectively, which gross profit decreased due to an increase in shipping costs and the Company offering various discounts and incentives to attract first time customers.

Current wording

We had gross profit of $82,671 and $144,589 for the three months ended September 30, 2024 and 2023, respectively, which gross profit decreased due to the decrease in revenue over the period and an increase in shipping costs and the Company offering various discounts and incentives to attract first time customers.

Previous wording

We had total general and administrative expenses of $1,622,662 and $1,951,614, for the six months ended June 30, 2024 and 2023, respectively, a decrease of $347,339 from the prior period.

Current wording

We had total general and administrative expenses of $1,840,745 and $1,944,049, for the three months ended September 30, 2024 and 2023, respectively, a decrease of $103,304 from the prior period.

Previous wording

The increase in general administration expenses for the quarter ended June 30, 2024, compared to the prior period, was due primarily to increased cost related to our legal fees of $165,368 and $106,560 for the quarters ended June 30, 2024 and 2023, respectively, mainly related to legal fees in connection with our follow-on offering, preferred offering and related matters. Accounting and auditing fees of $27,744 and $6,744, for the quarters ended June 30, 2024 and 2023, respectively, which was in connection with fees paid to our accountants and auditors in connection with the preparation of the financial statements for our quarterly reviews, and annual filing. General consulting related expenses of $108,651 and $52,023, for the quarters ended June 30, 2024 and 2023, respectively, related to other various consulting fees paid in connection with our operations in the current period. Software development fees of $239,520 and $79,680 for the quarters ended June 30, 2024 and 2023, respectively, related to the front and backend development of our website in the current period. Software development expenses are integral to customers accessing our ordering system and successfully placing an order for our products. We had loss on sale of assets of $18,387 for the three months ended June 30, 2024, compared to $0 for the three months ended June 30, 2023. On May 15, 2024, the Company disposed of $119,819 of equipment to Epic Scripts, a related party, in an arm’s length transaction. The equipment was sold for $65,000, realizing a loss on sale of assets of $18,837.

Current wording

The decrease in general administration expenses for the three months ended September 30, 2024, compared to the prior period, was due primarily to increased accounting and auditing fees of $40,204 and $9,200, for the three months ended September 30, 2024 and 2023, respectively, which was in connection with fees paid to our accountants and auditors in connection with the preparation and reviews of our financial statements included in our quarterly reports and the audit of our financial report included in our annual report. Software development fees of $188,782 and $70,599 for the three months ended September 30, 2024 and 2023, respectively, related to the front and backend development of our website in the current period. Software development expenses are integral to customers accessing our ordering system and successfully placing an order for our products. These increases are offset by decreases in general consulting related expenses of $86,735 and $156,929, for the three months ended September 30, 2024 and 2023, respectively, related to other various consulting fees paid in connection with our operations in the current period. Insurance related expenses of $38,571 and $104,486 for the three months ended September 30, 2024 and 2023, respectively, related to general and liability insurance and for director and officer insurance in the current period.

Previous wording

Salary and benefits were $259,105 and $374,396 for the three months ended June 30, 2024 and 2023, respectively, which decreased due to the Company’s reduction and consolidation of certain employees and operating staff.

Current wording

Salary and benefits were $242,941 and $271,466 for the three months ended September 30, 2024 and 2023, respectively, which decreased due to a decrease in our executive salaries due to a reduction in headcount.

Previous wording

We had $40,000 of investor relations expenses for the three months ended June 30, 2024, related to awareness of our stock to the public market, compared to $90,500 of investor relations expenses for the three months ended June 30, 2023.

Current wording

We had $255,000 of investor relations expenses for the three months ended September 30, 2024, related to awareness of our stock to the public market, compared to $255,500 of investor relations expenses for the three months ended September 30, 2023.

Previous wording

Stock-based compensation totaled $1,313,845 and $1,215,542 (including a total of $416,340 and $700,000 attributed to stock issued for services and $37,965 and $64,271 attributed to stock-based compensation from issuances of options and warrants), for the six months ended June 30, 2024 and 2023, respectively, which increase was due to which increase was mainly due to bonuses issued to certain officers, directors and employees for services rendered.

Current wording

Stock-based compensation totaled $567,619 and $151,592 (including a total of $458,861 and $84,752 attributed to stock issued for services and $84,752 and $66,842 attributed to stock-based compensation from issuances of options and warrants), for the three months ended September 30, 2024 and 2023, respectively, which increase was due to which increase was mainly due to bonuses issued to certain officers, directors and employees for services rendered.

Previous wording

We had interest expense (amortization on discount) of $222,678 for the three months ended June 30, 2024, compared to $0 for the three months ended June 30, 2023, which was in connection with our Series B Preferred Stock offering. The discount on convertible preferred stock is amortized over the term until conversion, which is expected to be within six months.

Current wording

We had interest expense (amortization on discount) of $241,620 for the three months ended September 30, 2024, compared to $0 for the three months ended September 30, 2023, which was in connection with our Series B Preferred Stock offering. The discount on convertible preferred stock is amortized over the term until conversion, which is expected to be within nine months.

Previous wording

We had a net loss of $2,390,979 and $2,284,025 for the quarters ended June 30, 2024 and 2023, respectively, representing an increase in net loss of $106,954 or 4.7% from the prior period, for the reasons discussed above.

Current wording

We had a net loss of $1,999,694 and $1,799,460 for the quarters ended September 30, 2024 and 2023, respectively, representing an increase in net loss of $200,234 or 11.1% from the prior period, for the reasons discussed above.

Previous wording

We began generating revenues in November 2022 and had revenues of $377,258 and $241,959 for the six months ended June 30, 2024 and 2023, respectively.

Current wording

We began generating revenues in November 2022 and had revenues of $510,626 and $487,119 for the nine months ended September 30, 2024 and 2023, respectively.

Previous wording

Revenue increased by $21,926 or 15.5% for the three months ended June 30, 2024, compared to the three months ended March 31, 2023, due to the Company increasing its digital marketing efforts and through recurring customer subscriptions.

Current wording

Revenue increased by $23,507 or 4.8% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due to the Company increasing its digital marketing efforts and through recurring customer subscriptions.

Previous wording

We had cost of revenues of $50,460 and $49,345 for the six months ended June 30, 2024 and 2023, respectively, attributed to costs associated with the Company’s third party doctor’s network and product shipping costs, and related party cost of revenues of $109,608 and $48,285 for the six months ended June 30, 2024 and 2023, respectively, relating to amounts paid to Epiq Scripts, a related party, 51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, which entity provides us pharmacy and compounding services.

Current wording

We had cost of revenues of $71,965 and $101,538 for the nine months ended September 30, 2024 and 2023, respectively, attributed to costs associated with the Company’s third party doctor’s network and product shipping costs, and related party cost of revenues of $138,800 and $96,663 for the nine months ended September 30, 2024 and 2023, respectively, relating to amounts paid to Epiq Scripts, a related party, 51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, which entity provides us pharmacy and compounding services.

Previous wording

Cost of revenues increased for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, directly corelated to the increase in products sold.

Current wording

Cost of revenues increased for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, directly corelated to the increase in products sold.

Previous wording

We had gross profit of $217,190 and $144,329 for the six months ended June 30, 2024 and 2023, respectively. The related party cost of revenues was associated with a Master Services Agreement entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to the amounts paid to our unrelated party doctors network and shipping expenses.

Current wording

We had gross profit of $299,861 and $288,918 for the nine months ended September 30, 2024 and 2023, respectively. The related party cost of revenues was associated with a Master Services Agreement entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to the amounts paid to our unrelated party doctors network and shipping expenses.

Previous wording

We had total general and administrative expenses of $850,704 and $567,655, for the three months ended June 30, 2024 and 2023, respectively, an increase of $264,662 from the prior period.

Current wording

We had total general and administrative expenses of $6,594,193 and $6,939,761, for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $345,568 from the prior period.

Previous wording

The decrease in general administration expenses for the six months ended June 30, 2024, compared to the prior period, was due primarily to reduced cost related to our legal fees of $287,415 and $198,386 for the six months ended June 30, 2024 and 2023, respectively, mainly related to legal fees in connection with our follow-on offering, preferred offering and related matters. Placement agent fees of $12,600 and $400,000, for the six months ended June 30, 2024 and 2023, respectively, relating to fees paid to our placement agent in connection with our private placement and initial public offerings. Accounting and auditing fees of $66,083 and $77,600, for the six months ended June 30, 2024 and 2023, respectively, which was in connection with fees paid to our accountants and auditors in connection with the preparation and reviews of our financial statements included in our quarterly reports and the audit of our financial report included in our annual report. General consulting related expenses of $220,309 and $219,141, for the six months ended June 30, 2024 and 2023, respectively, related to other various consulting fees paid in connection with our operations in the current period. Software development fees of $411,381 and $291,260 for the six months ended June 30, 2024 and 2023, respectively, related to the front and backend development of our website in the current period. Software development expenses are integral to customers accessing our ordering system and successfully placing an order for our products. We had loss on sale of assets of $18,387 for the six months ended June 30, 2024, compared to $0 for the six months ended June 30, 2023. On May 15, 2024, the Company disposed of $119,819 of equipment to Epic Scripts, a related party, in an arm’s length transaction. The equipment was sold for $65,000, realizing a loss on sale of assets of $18,837.

Current wording

The decrease in general administration expenses for the nine months ended September 30, 2024, compared to the prior period, was due primarily to increased cost related to our legal fees of $346,159 and $257,111 for the nine months ended September 30, 2024 and 2023, respectively, mainly related to legal fees in connection with our follow-on offering, preferred offering, acquisitions and related matters. Software development fees of $600,163 and $361,740 for the nine months ended September 30, 2024 and 2023, respectively, related to the front and backend development of our website in the current period. Software development expenses are integral to customers accessing our ordering system and successfully placing an order for our products. Accounting and auditing fees of $106,287 and $86,800, for the nine months ended September 30, 2024 and 2023, respectively, which was in connection with fees paid to our accountants and auditors in connection with the preparation and reviews of our financial statements included in our quarterly reports and the audit of our financial report included in our annual report. These increases were offset by decreases in placement agent fees of $12,600 and $400,000, for the nine months ended September 30, 2024 and 2023, respectively, relating to fees paid to our placement agent in connection with our private placement and initial public offerings in the prior period. General consulting related expenses of $307,044 and $376,070, for the nine months ended September 30, 2024 and 2023, respectively, related to other various consulting fees paid in connection with our operations in the current period. Insurance related expenses of $104,406 and $170,321, for the nine months ended September 30, 2024 and 2023, respectively, related to general and liability insurance and for director and officer insurance. Investor relations expenses of $438,000 and $774,965, for the nine months ended September 30, 2024 and 2023, respectively, related to cost associated with bringing awareness about our public market through third parties and press releases about our public company. Travel expenses of $136,600 and $237,422, for the nine months ended September 30, 2024 and 2023, respectively, related to cost associated with meeting with vendors, travel for promotional events and other travel related expenses. We had loss on sale of assets of $18,387 for the nine months ended September 30, 2024, compared to $0 for the nine months ended September 30, 2023. On May 15, 2024, the Company disposed of $119,819 of equipment to Epic Scripts, a related party, in an arm’s length transaction. The equipment was sold for $65,000, realizing a loss on sale of assets of $18,837.

Previous wording

Salary and benefits were $552,314 and $396,094 for the six months ended June 30, 2024 and 2023, respectively, which increased due to an increase in our internal operational workforce.

Current wording

Salary and benefits were $795,255 and $667,560 for the nine months ended September 30, 2024 and 2023, respectively, which increased due to an increase in our internal operational workforce.

Previous wording

We had $183,000 of investor relations expenses for the six months ended June 30, 2024, related to awareness of our stock to the public market, compared to $519,465 of investor relations expenses for the six months ended June 30, 2023.

Current wording

We had $438,000 of investor relations expenses for the nine months ended September 30, 2024, related to awareness of our stock to the public market, compared to $774,965 of investor relations expenses for the nine months ended September 30, 2023.

Previous wording

Stock-based compensation totaled $859,380 and $549,574 (including a total of $416,340 and $700,000 attributed to stock issued for services and $37,965 and $64,271 attributed to stock-based compensation from issuances of options and warrants), for the six months ended June 30, 2024 and 2023, respectively, which increase was mainly due to bonuses issued to certain officers, directors and employees for services rendered.

Current wording

Stock-based compensation totaled $1,881,464 and $1,367,134 (including a total of $1,683,515 and $1,171,750 attributed to stock issued for services and $197,702 and $195,384 attributed to stock-based compensation from issuances of options and warrants), for the nine months ended September 30, 2024 and 2023, respectively, which increase was due to which increase was mainly due to bonuses issued to certain officers, directors and employees for services rendered.]

Previous wording

We had imputed interest expense of $0 and $6,473 (which represented imputed interest on the related party loans which were repaid in 2023, as discussed below under “Liquidity and Capital Resources”) for the six months ended June 30, 2024 and 2023, respectively.

Current wording

We had imputed interest expense of $0 and $6,473 (which represented imputed interest on the related party loans which were repaid in 2023, as discussed below under “Liquidity and Capital Resources”) for the nine months ended September 30, 2024 and 2023, respectively.

Previous wording

We had interest expense (amortization on discount) of $222,678 for the six months ended June 30, 2024, compared to $0 for the six months ended June 30, 2023, which was in connection with our Series B Preferred Stock offering. The discount on convertible preferred stock is amortized over the term until conversion, which is expected to be within six months.

Current wording

We had interest expense (amortization on discount) of $464,298 for the nine months ended September 30, 2024, compared to $0 for the nine months ended September 30, 2023, which was in connection with our Series B Preferred Stock offering. The discount on convertible preferred stock is amortized over the term until conversion, which is expected to be within nine months.

Previous wording

We had a net loss of $4,758,560 and $4,844,910 for the six months ended June 30, 2024 and 2023, respectively, representing a decrease in net loss of $86,350 or 1.8% from the prior period, for the reasons discussed above.

Current wording

We had a net loss of $6,758,630 and $6,644,370 for the nine months ended September 30, 2024 and 2023, respectively, representing a decrease in net loss of $114,260 or 1.7% from the prior period, for the reasons discussed above.

Previous wording

As of June 30, 2024, we had $490,243 of cash on-hand, compared to $739,006 of cash on-hand of December 31, 2023. We also had $13,299 of prepaid expenses, related party, relating to amounts funded to Epiq Scripts, which is 51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, $14,019 of inventory; $3,313 of property and equipment, net, consisting of computers and general office equipment, $16,942 of security deposit, representing the security deposit on our leased office space, $90,011 of right of use asset in connection with our office space lease and $14,610,000 of patents, which we acquired pursuant to the Patent Purchase Agreement described in greater detail above under “Recent Events—Patent Purchase Agreement”

Current wording

As of September 30, 2024, we had $73,912 of cash and cash equivalents, compared to $739,006 of cash and cash equivalents of December 31, 2023. We also had $13,213 of inventory, $3,061 of property and equipment, net, consisting of computers and general office equipment, $16,942 of security deposit, representing the security deposit on our leased office space, $74,913 of right of use asset in connection with our office space lease and $14,610,000 of patents, which we acquired pursuant to the Patent Purchase Agreement described in greater detail above under “Recent Events—Patent Purchase Agreement”

Previous wording

As of June 30, 2024, the Company had total current liabilities of $1,378,265, consisting of $718,650 of accounts payable and accrued liabilities, $4,687 of payroll tax liabilities, $187,500 of notes payable to related parties, relating to loans to the Company by our CEO and an entity owned by our CEO, $67,428 of right-of-use liability, operating lease, current portion, and $400,000 of other liabilities related to purchase of intellectual property. We also had $30,117 of right-of-use liability, long-term.

Current wording

As of September 30, 2024, the Company had total current liabilities of $1,391,382, consisting of $707,519 of accounts payable and accrued liabilities, $46,443 of accounts payable and accrued liabilities – related party, relating to accrued and unpaid salary owed to our CEO and payments to Epiq Scripts, our related party pharmacy, $5,580 of payroll tax liabilities, $187,500 of notes payable to related parties, relating to loans to the Company by our CEO and an entity owned by our CEO, $69,340 of right-of-use liability, operating lease, current portion, and $375,000 of other liabilities related to purchase of intellectual property. We also had $12,167 of right-of-use liability, long-term.

Previous wording

As of June 30, 2024, we had a working deficit of $0.9 million and a total accumulated deficit of $15,986,733.

Current wording

As of September 30, 2024, we had a working deficit of $1.3 million and a total accumulated deficit of $17,985,966.

Previous wording

We have mainly relied on related party loans, as well as funds raised through the sale of securities, mainly through the private placement offering, our IPO and our Follow On Offering, each discussed below, and revenues generated from sales of our Mango ED, Mango GROW, and Prime 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, except pursuant to the terms of the SPA and ELOC, discussed in greater detail below.

Current wording

We have mainly relied on related party loans, as well as funds raised through the sale of securities, mainly through a private placement offering, our IPO, our Follow On Offering, the sale of Series B Convertible Preferred Stock and shares of common stock pursuant to the ELOC, each discussed below, and revenues generated from sales of our 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, except pursuant to the terms of the SPA and ELOC, discussed in greater detail below.

Previous wording

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 bring our Mango ED, Mango GROW and Prime by MangoRx products to market 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 financial statements as of December 31, 2023. As of June 30, 2024, 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 in addition to the funding raised in our IPO and Follow On Offering, to support our operations in the future, a portion of which we expect to raise pursuant to the SPA and ELOC. 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.

Current wording

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 bring Prime and our Compounded Products to market 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 financial statements as of December 31, 2023. As of September 30, 2024, our current capital resources, are not expected to be sufficient for us to fund operations for the next 12 months. We need to raise funding in addition to the funding raised in our IPO and Follow On Offering, to support our operations in the future, a portion of which we expect to raise pursuant to the SPA and ELOC. 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.

Previous wording

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 Mango ED, Mango GROW, and Prime products.

Current wording

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 Prime and our Compounded Products.

Previous wording

Net cash used in operating activities was $2,568,367 for the six months ended June 30, 2024, which was mainly due to $4,758,936 of net loss, offset by $1,224,900 of common stock issued for services, and $577,885 of accounts payable and accrued liabilities related parties.

Current wording

Net cash used in operating activities was $3,734,201 for the nine months ended September 30, 2024, which was mainly due to $6,758,630 of net loss, offset by $1,683,515 of common stock issued for services, and $566,754 of accounts payable and accrued liabilities related parties.

Previous wording

Net cash used in operating activities was $3,588,886 for the six months ended June 30, 2023, which was mainly due to $4,844,910 of net loss offset by $1,087,000 of common stock issued for services and $128,542 of options vested for stock-based compensation.

Current wording

Net cash used in operating activities was $5,299,634 for the nine months ended September 30, 2023, which was mainly due to $6,644,370 of net loss offset by $1,171,750 of common stock issued for services and $195,384 of options vested for stock-based compensation.