MANGOCEUTICALS, INC.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
MGRX$0.19+1.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-011047
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011994
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 165 previous paragraphs and 231 current paragraphs.
125 unchanged; 36 reworded; 64 added; 2 removed; 2 previous and 6 current paragraphs rearranged.
Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (64)
Current report
The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 1 – Organization and Description of the Business”), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). The studies are anticipated to be completed in the 3 rd quarter of 2025 which will then determine the Company’s next steps in its commercialization and monetization efforts.
Current report
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 2025.
Current report
On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (the “Navy Wharf Rescission Agreement”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the MDA, effective as of July 30, 2025, each of the parties provided mutual releases of their obligations under the MDA, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “Navy Wharf Rescission”).
Current report
No material early termination penalties were incurred by the Company in connection with the Navy Wharf Rescission.
Current report
ArcStone Consulting Agreement
Current report
On April 18, 2025, we entered into a Consulting Agreement with ArcStone Securities and Investments Corp. (“ArcStone” and the “ArcStone Agreement”), whereby ArcStone agreed to provide financial advisory, investor awareness and related consulting services as reasonably requested by the Company during the term of the agreement, which was for six months. In consideration for agreeing to provide the services under the agreement, the Company issued ArcStone 100,000 shares of restricted common stock valued at $2.57 per share for a total of $257,000 (the “ArcStone Shares”).
Current report
May 2025 Rescission Agreements
Current report
On May 22, 2025, the Company entered into three separate Mutual Rescission and Release Agreements (each a “May 2025 Rescission Agreement”) with each of ArcStone, Smokeless and Strategem, pursuant to which: (a) the Company and ArcStone agreed to terminate and rescind the ArcStone Agreement, effective as of May 22, 2025 , each of the parties provided mutual releases of their obligations under the ArcStone Agreement, subject to certain continuing representations and warranties of ArcStone, and ArcStone agreed to cancel 50,000 of the ArcStone Shares, with the remaining 50,000 ArcStone Shares being retained by ArcStone in consideration for services rendered through the date of entry into the May 2025 Rescission Agreement with ArcStone; (b) the Company and Smokeless agreed to terminate and rescind the IP Purchase Agreement, effective as of May 22, 2025, each of the parties provided mutual releases of their obligations under the IP Purchase Agreement, subject to certain continuing representations and warranties of Smokeless; the Company agreed to return all of the Purchased IP to Smokeless, and Smokeless agreed to cancel all 1,600,000 of the Smokeless Shares; and (c) the Company and Strategem agreed to terminate and rescind the Strategem Agreement, effective as of May 22, 2025, each of the parties provided mutual releases of their obligations under the Strategem Agreement, subject to certain continuing representations and warranties of Strategem; and Strategem agreed to waive any obligation of the Company to issue the 120,000 Strategem Shares, which have not been issued to date (collectively, (a) through (c), collectively, the “May 2025 Rescissions”).
Current report
No material early termination penalties were incurred by the Company in connection with the May 2025 Rescissions, except for the 50,000 ArcStone Shares which were retained by ArcStone in consideration for services rendered through the date of entry into the May 2025 Rescission Agreement with ArcStone.
Current report
Unit Subscriptions
Current report
On May 23, 2025, we entered into two Subscription Agreements with two accredited investors (the “May 2025 Investors”), pursuant to which the May 2025 Investors purchased an aggregate of 70,454 units, each consisting of one share of common stock and one half of one warrant to purchase one share of common stock, for a total of $1.65 per unit. As a result of the subscriptions, the Company, in consideration for $116,249 received from the May 2025 Investors, issued 70,454 shares of common stock and warrants to purchase 35,227 shares of common stock (the “May 2025 Investor Warrants”) to the May 2025 Investors. The Subscription Agreements included customary representations and warranties of the May 2025 Investors and the Company.
Current report
The May 2025 Investor Warrants have an exercise price of $3.00 per share, a term through May 23, 2028 and cash only exercise rights. The May 2025 Investor Warrants include a 4.999% beneficial ownership limitation, which may be increased to not more than 9.999% with not less than 61 days prior written notice from each holder. The May 2025 Investor Warrants also provide that the Company has the right to accelerate the expiration of the May 2025 Investor Warrants if the volume-weighted average price (VWAP) of the Company’s common stock on Nasdaq reaches or exceeds $3.00 per share for five consecutive trading days, with written notice to the warrant holder within two trading days. The notice must specify the trigger date, the relevant VWAP data, and an accelerated expiration date that is at least 30 calendar days from the date the notice is given. If the May 2025 Investor Warrants are not exercised by 5:00 p.m. (New York time) on the accelerated expiration date, they will automatically expire and be of no further effect. In the event that the Company fails to provide an acceleration notice within two trading days after the applicable acceleration trigger date, the rights of the Company continue to apply to future acceleration trigger events, if any.
Current report
Amended and Restated Convertible Promissory Note
Current report
On, and effective on May 27, 2025, the Company entered into an Agreement to Amend Promissory Note (the “Agreement to Amend”), with the Indigo Capital, pursuant to which (a) Indigo Capital and the Company agreed to amend and restate the Indigo Note into an Amended and Restated Convertible Promissory Note (the “A&R Indigo Note”); and (b) the Company granted Indigo Capital warrants to purchase 275,482 shares of common stock (the “Indigo Capital Warrants”). The Agreement to Amend included certain representations and warranties to Indigo Capital.
Current report
The A&R Indigo Note amended and restated the Indigo Note to (a) provide Indigo Capital the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price of $1.50 per share, subject to a 4.999% beneficial ownership limitation; and (b) remove the Mandatory Prepayment requirement.
Current report
The Indigo Capital Warrants have an exercise price of $1.815 per share, a term through May 27, 2028 and cash only exercise rights. The Indigo Capital Warrants include a 4.999% beneficial ownership limitation.
Current report
On July 16, 2025, Indigo converted the principal amount of the A&R Indigo Note, and accrued interest due through maturity of $90,000, into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $1.50 per share, as set forth in the A&R Indigo Note.
Current report
Mango and Peaches Term of Service Agreement
Current report
On May 15, 2025, we, through our then subsidiary, Mango & Peaches Corp. (“Mango & Peaches”), entered into a Terms of Service Agreement with Levo Healthcare Consulting, Inc. (“Levo”), to provide certain digital marketing and advertising services to the Company during the term of the agreement, which begins on June 1, 2025 and continues for 36 months, subject to either party’s right to terminate the agreement before that upon the breach of the other party, and failure to cure within 30 days of written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued 120,000 shares of the Company’s restricted common stock to Levo upon the parties’ entry into the agreement, which vest at a rate of 10,000 per month (the “Levo Shares”), and agreed to pay Levo between 5% - 3% of our monthly media buying fee, which will be between $25,000 and $35,000 per month (increasing during the term of the agreement). We also agreed to pay Levo 4% of the gross revenue generated by its services. We also agreed to pay Levo future performance based incentives to be agreed mutually by the parties in the future.
Current report
The Terms of Services includes customary representations of the parties, confidentiality obligations of the parties, limitations on liability, and non-circumvention requirements of a transaction of the size and scope as the Terms of Services, and requires us to exclusively use Levo for marketing, creative, development, lifestyle and analytics during the term of the agreement.
Current report
Mango & Peaches Issuance to Jacob D. Cohen
Current report
On May 13, 2025, Mango & Peaches, the Company’s then wholly-owned subsidiary issued 4,892,906 shares of its common stock and 100 shares of its Series A Super Majority Voting Preferred Stock (collectively, the “M&P Stock”) to Jacob Cohen, the Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches, which was due pursuant to the terms of Mr. Cohen’s employment agreement with the Company, as amended.
Current report
Following the issuance of the M&P Stock, Mr. Cohen owns 49% of the outstanding common stock of Mango & Peaches and separately has the right to vote fifty-one percent (51%) of the total vote on all Mango & Peaches shareholder matters, voting separately as a class, pursuant to his ownership of the Series A Super Majority Voting Preferred Stock, giving him 75.2% voting control over Mango & Peaches.
Current report
The Series A Super Majority Voting Preferred Stock carries dividend rights, liquidation preference, conversion rights, or redemption rights. Its primary feature is its super majority voting power: while any Series A Super Majority Voting Preferred Stock shares remain outstanding, the holders collectively control 51% of the total shareholder vote of Mango & Peaches, regardless of the number of common shares outstanding (i.e., on a non-dilutive basis). Additionally, major corporate actions—such as amending governing documents, reclassifying the Series A Super Majority Voting Preferred Stock, or creating new classes of preferred stock that could affect the Series A Super Majority Voting Preferred Stock—require the approval of at least two-thirds of the Series A Super Majority Voting Preferred Stock holders. The designation also includes protective provisions preventing certain actions, such as issuing more Series A Super Majority Voting Preferred Stock or altering their rights, without majority consent from the Series A Super Majority Voting Preferred Stock holders.
Current report
Mango & Peaches Series B Convertible Cumulative Preferred Stock
Current report
On July 3, 2025, Mango & Peaches submitted for filing to the Secretary of State of Texas, a Certificate of Designations of Mango & Peaches Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its 6% Series B Convertible Cumulative Preferred Stock (the “Series B Designation”), which was filed with the Secretary of State of Texas on July 3, 2025. The Series B Designation designated 1,000,000 shares of Series B Preferred Stock.
Current report
The Series B Designation provides for the Series B Preferred Stock to have the following terms:
Current report
6% Series B Convertible Cumulative Preferred Stock
Current report
Dividend Rights. From and after the issuance date of the Series B Preferred Stock, each share of Series B Preferred Stock is entitled to receive, when, as and if authorized and declared by the Board of Directors of Mango & Peaches, out of any funds legally available therefor, cumulative dividends in an amount equal to (i) the 6% per annum on the stated value (initially $10 per share)(the “Stated Value”) as of the record date for such dividend (as described in the Series B Designation), and (ii) on an as-converted basis, any dividend or other distribution, whether paid in cash, in-kind or in other property, authorized and declared by the Board of Directors on the issued and outstanding shares of common stock in an amount determined by assuming that the number of shares of common stock into which such shares of Series B Preferred Stock could be converted on the applicable record date for such dividend or distribution.
Current report
Dividends payable pursuant to (i) above are payable quarterly in arrears, if, as and when authorized and declared by the Board of Directors, or any duly authorized committee thereof, to the extent not prohibited by law, on March 31, June 30, September 30 and December 31 of each year (unless any such day is not a business day, in which event such dividends are payable on the next succeeding business day, without accrual of interest thereon to the actual payment date), commencing on September 30, 2025.
Current report
Accrued dividends may be settled in cash, subject to applicable law, or in-kind, by increasing the Stated Value by the amount of the quarterly dividend.
Current report
Liquidation Preference. Upon any liquidation, dissolution or winding-up of Mango & Peaches, whether voluntary or involuntary (a “Liquidation”), the holders of the Series B Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of Mango & Peaches an amount equal to the Stated Value, plus $2.50, plus an amount equal to the total dividends which accrued, or would have accrued, on the Stated Value of such share of Series B Preferred Stock from the end of the last regular dividend period, to the date such liquidation preference is due (the “Liquidation Preference”), for each share of Series B Preferred Stock, before any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any holder of senior securities which has a preferential right to payments in liquidation, and if the assets of Mango & Peaches are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock are to be ratably distributed among the holders of the Series B Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Current report
Conversion Rights. Each holder of Series B Preferred Stock may, at its option, convert its shares of Series B Preferred Stock into that number of shares of common stock of Mango & Peaches equal to the lessor of (i) the Stated Value, and (ii) $12.50, as equitably adjusted for recapitalizations, divided by $1.50 per share (the “Conversion Price”), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.
Current report
The Series B Designation includes a conversion limitation prohibiting any holder and their affiliates from converting the Series B Preferred Stock into common stock in the event that upon such conversion their beneficial ownership of Mango & Peaches’s common stock would exceed 4.999% (which can be increased as to any holder, to up to 9.999%, with 61 days prior written notice by such holder).
Current report
Voting Rights. The Series B Preferred Stock have no voting rights, except in connection with the protective provisions discussed below.
Current report
Protective Provisions. So long as any shares of Series B Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval of the holders of a majority of the then outstanding shares of Series B Preferred Stock, voting together as a class:
Current report
(a) Amend any provision of the Series B Designation;
Current report
(b) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Convertible Preferred Stock;
Current report
(c) Amend the Certificate of Formation of Mango & Peaches (including by designating additional series of Preferred Stock) in a manner which adversely affects the rights, preferences and privileges of the Series B Preferred Stock;
Current report
(d) Authorize or issue any senior shares or any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities); or
Showing the first 40 of 64 passages. Open the source sections for the rest.
Removed paragraphs (2)
Previous report
Cash decreased mainly due to funds used for general operating expenses.
Previous report
Promissory Note
Reworded paragraphs (36)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended December 31, 2024, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 20, 2025 (the “2024 Annual Report”). The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “Cautionary Statement Regarding Forward-Looking Information”, above. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Quarterly Report and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended December 31, 2024, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 20, 2025 (the “2024 Annual Report”). The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “Cautionary Statement Regarding Forward-Looking Information”, above. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Quarterly Report and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.
Previous wording
The following discussion is based upon our financial statements included elsewhere in in this prospectus, 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.
Current wording
The following discussion is based upon our financial statements included elsewhere in in this Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.
Previous wording
In addition to the recent funding events and agreements described in greater detail below under “Liquidity and Capital Resources— Funding Arrangements”, the following material transactions took place during the three months ended March 31, 2025 and from April 1, 2025 through the filing of this Report:
Current wording
In addition to the recent funding events and agreements described in greater detail below under “Liquidity and Capital Resources— Funding Arrangements”, the following material transactions took place during the six months ended June 30, 2025 and from July 1, 2025 through the filing of this Report:
Previous wording
On April 24, 2025, we entered into a Consulting Agreement with Strategem Solutions Inc. (“Strategem” and the “Consulting Agreement”), pursuant to which Strategem agreed to provide us the services of Tim Corkum (“Corkum”), in the capacity of President of a to be formed wholly-owned subsidiary of the Company, and to provide us consulting services related to the development of a pouch division, product innovation, business development, and commercialization strategy for a smokeless product vertical. Corkum is a Director of Smokeless. The Consulting Agreement has a term of 12 months unless otherwise earlier terminated due to breach of the agreement by either party, subject to a thirty-day cure right. In consideration for agreeing to provide the services under the agreement, the Company agreed to issue an aggregate of 120,000 shares of the Company’s common stock to Strategem (the “Sign-On Shares”). The Sign-On Shares will be issued under the Mangoceuticals, Inc. 2022 Equity Incentive Plan and vest at a rate of 10,000 shares per month with the first month vesting upon execution of the Consulting Agreement. Any shares not vested on the date the term ends will be forfeited. We also agreed to pay Strategem $12,500 per month in cash during the term of the Consulting Agreement, which shall accrue on a monthly basis until the Company has completed a successful raise of an aggregate of at least $1.5 million from the sale of either debt or equity of the Company after the date of the agreement. The Consulting Agreement includes customary confidentiality and non-solicitation obligations, mutual representations and warranties, and confirmations that Strategem/Corkum is serving as an independent contractor to the Company.
Current wording
On April 24, 2025, we entered into a Consulting Agreement with Strategem Solutions Inc. (“Strategem” and the “Consulting Agreement”), pursuant to which Strategem agreed to provide us the services of Tim Corkum (“Corkum”), in the capacity of President of a to be formed wholly-owned subsidiary of the Company, and to provide us consulting services related to the development of a pouch division, product innovation, business development, and commercialization strategy for a smokeless product vertical. Corkum is a Director of Smokeless. The Consulting Agreement has a term of 12 months unless otherwise earlier terminated due to breach of the agreement by either party, subject to a thirty-day cure right. In consideration for agreeing to provide the services under the agreement, the Company agreed to issue an aggregate of 120,000 shares of the Company’s common stock to Strategem (the “Sign-On Shares”). The Sign-On Shares will be issued under the Mangoceuticals, Inc. 2022 Equity Incentive Plan and vest at a rate of 10,000 shares per month with the first month vesting upon execution of the Consulting Agreement. Any shares not vested on the date the term ends will be forfeited. We also agreed to pay Strategem $12,500 per month in cash during the term of the Consulting Agreement, which shall accrue on a monthly basis until the Company has completed a successful raise of an aggregate of at least $1.5 million from the sale of either debt or equity of the Company after the date of the agreement.
Previous wording
On May 14, 2025, MangoRx IP Holdings, LLC (“Mango 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.
Current wording
On May 14, 2025, MangoRx IP Holdings, LLC (“MangoRX IP”), the Company’s wholly-owned subsidiary, entered into a Master Distribution Agreement with PrevenTech Solutions, LLC (“PrevenTech” and the “PrevenTech MDA”). Pursuant to the PrevenTech MDA, the Company granted PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain intellectual property and patent rights held by the Company relating to respiratory illness prevention technology, including the right to sell antiviral products, including but not limited to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives for poultry and livestock, which may be manufactured and/or designed in a various formats, using the patents.
Previous wording
On April 15, 2025, the Company borrowed $500,000 from Indigo Capital LP (“Indigo”), which loan was evidenced by a Promissory Note dated April 15, 2025 (the “Indigo Note”). The Indigo Note bears interest at 18% per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below. Other than a stated maturity date of April 15, 2026, the Indigo Note has substantially similar terms as the Tiger Cub Promissory Note, discussed above under “Related Party Loans and Advances”.
Current wording
On April 15, 2025, the Company borrowed $500,000 from Indigo Capital LP (“Indigo”), which loan was evidenced by a Promissory Note dated April 15, 2025 (the “Indigo Note”). The Indigo Note bears interest at 18% per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below. The Indigo Note matures on the earlier of (i) April 15, 2026 (the “Stated Maturity Date”), (ii) the date on which the Indigo Capital provides written notice of acceleration following an event of default or other specified triggering event, and (iii) five (5) business days following the closing of a Qualified Funding (a “Mandatory Prepayment”). “Qualified Financing” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms as this Indigo Note, after the date of the Indigo Note, for the principal purpose of raising capital.
Previous wording
We had working capital deficit of $1.3 million as of December 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.
Current wording
We had working capital deficit of $1.5 million as of June 30, 2025, and $1.3 million as of December 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.
Previous wording
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled$22,505 and$45,902 for the three months ended March 31, 2025 and 2024, respectively, which decrease in the current period was due to our decreased revenues for the same period.
Current wording
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled $59,346 and $63,706 for the three months ended June 30, 2025 and 2024, respectively, which decrease in the current period was due to sales of new products with lower percentage cost as to revenue..
Previous wording
General and administrative expenses were $1,540,651 and $771,958 for the three months ended March 31, 2025 and 2024, respectively, which increase was mainly due to legal expenses, technology development costs and various expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol.
Current wording
General and administrative expenses were $1,245,360 and $850,704 for the three months ended June 30, 2025 and 2024, respectively, which increase was mainly due to legal expenses, consulting, insurance, accounting and various expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol, which agreement relating to Diabetinol® was subsequently rescinded after June 30, 2025, as discussed above.
Previous wording
Salaries and benefits were$626,598 and$293,209 for the three months ended March 31, 2025 and 2024, respectively, which increase was due to the engagement of new employees as we ramped up our internal operations in the current period.
Current wording
Salaries and benefits were $628,343 and $259,105 for the three months ended June 30, 2025 and 2024, respectively, which increase was due to the engagement of new management staff and an increase in salary to our CEO.
Previous wording
Investor relations expenses were$1,419,000 and$143,000 for the three months ended March 31, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period.
Current wording
Investor relations expenses were $106,000 and $40,000 for the three months ended June 30, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period.
Previous wording
Stock-based compensation totaled$1,045,479 and$454,465 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended March 31, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives in the current period.
Current wording
Stock-based compensation totaled $3,120,445 and $859,380 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended June 30, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives in the current period.
Previous wording
We had a reduction of$13,700 and$0 of interest expense for the three months ended March 31, 2025 and 2024, respectively, which decreasewas due to interest accrued on certain notes payable that were settled by waiving the accrued interest during the 2025 period.
Current wording
We had $21,700 and $0 of interest expense for the three months ended June 30, 2025 and 2024, respectively, which increase was due to interest expense on notes payable.
Previous wording
We had a net loss of$4,839,489 for the three months ended March 31, 2025, compared to a net loss of$2,367,617 for the three months ended March 31, 2024, anincreasein net loss of$2,470,079 due to a reduction of income for the same period and increase in our general and administrative expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol.
Current wording
We had a net loss of $5,415,820 for the three months ended June 30, 2025, compared to a net loss of $2,391,319 for the three months ended June 30, 2024, an increase in net loss of $3,024,501, due to a small increase in revenue and increase in our general and administrative expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol.
Previous wording
We had revenues of$109,306 for the three months ended March 31, 2025, compared to revenues of$214,095 for the three months ended March 31, 2024, which decreasewas mainly due to issues involving the transition and migration from our original telemedicine and software platform to our new telehealth platform.
Current wording
We had revenues of $277,415 for the six months ended June 30, 2025, compared to revenues of $377,258 for the six months ended June 30, 2024, which decrease was mainly due to issues involving the transition and migration from our original telemedicine and software platform to our new telehealth platform.
Previous wording
Cost of revenues was$24,737 and$20,795 for the three months ended March 31, 2025 and 2024, respectively, which increase was due to fluctuations in service usage and delivery costs during the current period.
Current wording
Cost of revenues was $43,552 and $50,460 for the six months ended June 30, 2025 and 2024, respectively, which decrease was due to fluctuations in service usage and delivery costs during the current period.
Previous wording
Advertising and marketing expenses in the amount of$281,732 and$852,383 for the three months ended March 31, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. Thedecrease was related to a reduction in advertising and marketing while we focused on internal software development for our website re-launch.
Current wording
Advertising and marketing expenses in the amount of $540,027 and $1,081,627 for the six months ended June 30, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. The decrease was related to a reduction in advertising and marketing while we focused on internal software development for our website re-launch.
Previous wording
As of March 31, 2025, we had $76,496 of cash on-hand, compared to $58,653 of cash on-hand of December 31, 2024. We also had $16,942 of security deposit, representing the security deposit on our leased office space and $83,214 prepaid expense, related to ad placement advance payments. $2,556 of property and equipment, net, consisting of computers, office and custom product packaging equipment. and $14,955,802 of patents, net of amortization, which we acquired pursuant tocertain Patent Purchase Agreements. We also had $6,576,998 as of March 31, 2025, representing license agreements, net of amortization in connection with Diabetinol® and Dermytol..
Current wording
As of June 30, 2025, we had $101,019 of cash on-hand, compared to $58,653 of cash on-hand of December 31, 2024. We also had $16,942 of security deposit, representing the security deposit on our leased office space, $2,304 of property and equipment, net, consisting of computers, office and custom product packaging equipment, $27,670 of right of use-asset in connection with our lease, and $20,694,893 of patents and license agreements, net of amortization, which we acquired pursuant to certain Patent Purchase and Master License Agreements.
Previous wording
As of March 31, 2025, the Company had total current liabilities of $1,503,196, consisting of $1,178,180 of accounts payable and accrued liabilities, $47,713 of right-of-use liability, operating lease, $251,424 of other liabilities related to amounts owed to Intramont in connection with the purchase of intellectual property, and $25,879 of other liabilities – related parties, representing credit card payments made by our CEO Jacob Cohen.
Current wording
As of June 30, 2025, the Company had total current liabilities of $1,600,945, consisting of $767,996 of accounts payable and accrued liabilities, $30,000 of accrued liabilities – related parties, relating to accrued salary to our CEO, $2,973 of payroll tax liabilities, relating to payroll taxes that are due after June 30, 2025, $500,000 of note payable, relating to Indigo Note, which has since been converted into common stock and been satisfied in full, $100,000 of related party notes payable, relating to the Tiger Cub Note, $30,117 of right-of-use liability, operating lease, $160,684 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property, and $9,175 of other liabilities – related parties, representing credit card payments made by our CEO Jacob Cohen.
Previous wording
As of March 31, 2025, we had $27,578,998 in total assets, $1,503,196 in total liabilities, a working capital deficit of $1.36 million and a total accumulated deficit of $25,939,986.
Current wording
As of June 30, 2025, we had $20,842,828 in total assets, $1,600,945 in total liabilities, a working capital deficit of $1.48 million and a total accumulated deficit of $31,649,804.
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 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, 2024. As of March 31, 2025, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to fund operations for the next 12 months. We need to raise funding to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currently anticipate such funding being raised through the offering of debt or equity. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value. We currently have availability of approximately $600,000 under the ELOC, which funding we may request from the April 2024 Purchaser from time to time, subject to the terms thereof, and which funding, if requested may cause dilution to existing shareholders. Additionally, we may receive funding upon the exercise of outstanding warrants from time to time, which exercises may cause dilution to existing shareholders.
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 market and sell our Pharmaceutical Products and to attract customers, expand the product offerings and enhance technology and infrastructure. These efforts may prove more expensive than we anticipate, and we may not succeed in generating commercial revenues or net income to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future. Our independent registered public accounting firm included an explanatory paragraph in its report on our condensed consolidated financial statements as of December 31, 2024. As of June 30, 2025, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to fund operations for the next 12 months. We need to raise funding to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currently anticipate such funding being raised through the offering of debt or equity. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value. We currently have no more availability under the ELOC, which funding we may request from the April 2024 Purchaser from time to time, subject to the terms thereof, and which funding, if requested may cause dilution to existing shareholders. Additionally, we may receive funding upon the exercise of outstanding warrants from time to time, which exercises may cause dilution to existing shareholders.
Previous wording
Net cash used in operating activities was $991,131 for the three months ended March 31, 2024, which was mainly due to $2,367,617 of net loss offset by $416,500 of common stock issued for services and $875,180 of accounts payable and accrued liabilities.
Current wording
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, $695,811 of amortization of licensing agreement, settlement of accounts payable of $500,000 in accounts payable with issuance of common stock and $554,913 of amortization of intangible assets.
Previous wording
Net cash used in operating activities was $2,303,353 for the three months ended March 31, 2025, which was mainly due to $4,837,696 of net loss, offset by $1,938,500 of common stock issued for services, and $340,678 of accounts payable and accrued liabilities.
Current 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.
Previous wording
There was no net cash used in investing activities for either the three months ended March 31, 2025 or 2024.
Current wording
There was no net cash used in investing activities for either the six months ended June 30, 2025 or 2024.
Previous wording
Net cash provided by financing activities was $2,285,000 for the three months ended March 31, 2025, which was mainly due to $1,150,000 of proceeds from the sale of preferred stock for cash, $655,000 of proceeds from the sale of common stock for cash; and $480,000 of proceeds from the exercise of warrants.
Current wording
Net cash provided by financing activities was $3,565,785 for the six months ended June 30, 2025, which was mainly due to $1,150,000 of proceeds from collection of subscriptions receivable, $100,000 from the sale of Series B Convertible preferred stock for cash, $1,085,785 of proceeds from the sale of common stock; $630,000 of proceeds from the exercise of warrants; and $100,00 borrowed from our Chief Executive Officer and Chairman, Jacob Cohen and a note payable with a third party for $500,000.
Previous wording
On March 18, 2024, the Company borrowed $50,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, see below.
Current wording
On March 18, 2024, the Company borrowed $50,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, as discussed below.
Previous wording
During the three months ended March 31, 2025, Mr. Cohen used his personal credit card for payments to a third-party vendor for services rendered to the Company. The total amount outstanding as of March 31, 2025 was $25,879.
Current wording
During the six months ended June 30, 2025, Mr. Cohen used his personal credit card for payments to a third-party vendor for services rendered to the Company. The total amount outstanding as of June 30, 2025 was $30,000.
Previous wording
On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen (“Tiger Cub”), and entered into a Promissory Note with Tiger Cub to evidence such loan.
Current wording
On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan, as discussed in greater detail above
Previous wording
The Promissory Note has a principal balance of $100,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business days following the closing of a Qualified Financing, as discussed below.
Current wording
The Tiger Cub Note has a principal balance of $100,000. The Tiger Cub Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business days following the closing of a Qualified Financing, as discussed below.
Previous wording
The Promissory Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies, and customary representations and warranties of the parties and covenants of the Company.
Current wording
The Tiger Cub Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies, and customary representations and warranties of the parties and covenants of the Company.
Previous wording
The Company may prepay the Promissory Note at any time prior to maturity; however, any such prepayment will require a prepayment premium equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment. The “Make Whole Amount” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory Note.
Current wording
The Company may prepay the Tiger Cub Note at any time prior to maturity; however, any such prepayment will require a prepayment premium equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment. The “Make Whole Amount” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory Note.
Previous wording
The Promissory Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “Qualified Financing” is defined in the Promissory Note as any fundraising transaction completed after the Promissory Note’s effective date, other than a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital.
Current wording
The Tiger Cub Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “Qualified Financing” is defined in the Tiger Cub Note as any fundraising transaction completed after the Tiger Cub Note’s effective date, other than a sale of notes on substantially similar terms as the Tiger Cub Note, undertaken primarily for the purpose of raising capital.
Previous wording
In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Promissory Note immediately due and payable (in the event of bankruptcy such repayment obligation is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by, holder, the principal amount of the Promissory Note automatically increases to an amount equal to the then outstanding balance of the Promissory Note, plus the Make Whole Amount.
Current wording
In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Tiger Cub Note immediately due and payable (in the event of bankruptcy such repayment obligation is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by, holder, the principal amount of the Tiger Cub Note automatically increases to an amount equal to the then outstanding balance of the Tiger Cub Note, plus the Make Whole Amount.
Previous wording
During the quarter ended March 31, 2025, holders of the Series B Convertible Preferred Stock converted 1,438 shares of Series B Convertible Preferred Stock into 1,001,733 shares of common stock at a conversion prices between $1.50 and $2.25 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
Current wording
During the quarter ended June 30, 2025, holders of the Series B Convertible Preferred Stock converted 850 shares of Series B Convertible Preferred Stock into 1,001,733 shares of common stock at a conversion prices between $1.50 and $2.25 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
Previous wording
As of March 31, 2025, the Company has sold 305,000 shares of common stock under the ELOC for $1,185,019 in gross proceeds, and a total 361,667 shares remains available under the ELOC.
Current wording
As of June 30, 2025, the Company has sold 666,667 shares of common stock under the ELOC for $1,787,580 in gross proceeds, and there are no more shares remains available under the ELOC.
Previous wording
Effective on December 18, 19, and 31, 2024 and January 3, 6 and 6, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “SPAs”), with certain institutional accredited investors (the “Purchasers”), pursuant to which the Company sold the Purchasers, and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $250,000, and warrants to purchase 330,000 shares of common stock with an exercise price of $2.71 per share, 100 shares of Series B Preferred Stock for $100,000, and warrants to purchase 132,000 shares of common stock with an exercise price of $2.57 per share, 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 60,000 shares of common stock, with an exercise price of $2.57 per share; 300 shares of Series B Preferred Stock for $300,000, and warrants to purchase 396,000 shares of common stock with an exercise price of $2.61 per share; 500 shares of Series B Preferred Stock for $500,000, and warrants to purchase 660,000 shares of common stock with an exercise price of $2.59 per share; and 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 66,000 shares of common stock with an exercise price of $2.59 per share, respectively. Each of the SPAs closed on the dates they were entered into, and the warrants were granted on the same dates.
Current wording
Effective on December 18, 19, and 31, 2024 and January 3, 6 and 6, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “December 2024 SPAs”), with certain institutional accredited investors (the “Purchasers”), pursuant to which the Company sold the Purchasers, and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $250,000, and warrants to purchase 330,000 shares of common stock with an exercise price of $2.71 per share, 100 shares of Series B Preferred Stock for $100,000, and warrants to purchase 132,000 shares of common stock with an exercise price of $2.57 per share, 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 60,000 shares of common stock, with an exercise price of $2.57 per share; 300 shares of Series B Preferred Stock for $300,000, and warrants to purchase 396,000 shares of common stock with an exercise price of $2.61 per share; 500 shares of Series B Preferred Stock for $500,000, and warrants to purchase 660,000 shares of common stock with an exercise price of $2.59 per share; and 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 66,000 shares of common stock with an exercise price of $2.59 per share, respectively. Each of the December 2024 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Advertising and marketing expenses in the amount of $258,295 and $229,244 for the three months ended June 30, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. The increase was primarily related to increased advertising for our new PeachesRx products.
Current report — wording carried from elsewhere
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled $81,851 and $109,608 for the six months ended June 30, 2025 and 2024, respectively, which decrease in the current period was due to sales of new products with lower percentage cost as to revenue.
Current report — wording carried from elsewhere
During the first quarter of 2025, we further developed our website capabilities and continued preparation for the re-launch of our website. Travel expenses were not separately disclosed for the six-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.
Current report — wording carried from elsewhere
Investor relations expenses were $1,525,000 and $183,000 for the six months ended June 30, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period.
Current report — wording carried from elsewhere
Stock-based compensation totaled $4,165,924 and $1,313,845 (inclusive of stock issued for services and issuances of options and warrants) for the six months ended June 30, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives in the current period.
Current report — wording carried from elsewhere
During the quarter ended March 31, 2025, holders of the Series B Convertible Preferred Stock converted 1,438 shares of Series B Convertible Preferred Stock into 623,333 shares of common stock at a conversion price of $1. per share, pursuant to the terms of the Series B Convertible Preferred Stock.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The Navy Wharf MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the Navy Wharf MDA.
Previous report — wording carried elsewhere
Net cash provided by financing activities was $267,500 for the three months ended March 31, 2024, which was mainly due to $180,000 of proceeds from the sale of common stock for cash and $87,500 borrowed from our Chief Executive Officer and Chairman, Jacob Cohen.