MANGOCEUTICALS, INC.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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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.
Sep 30, 2025 · Filed Nov 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 2025-06-30; filed 2025-08-14.
0001493152-25-011994
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023640
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 231 previous paragraphs and 235 current paragraphs.
184 unchanged; 40 reworded; 11 added; 2 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 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 (11)
Current report
August 2025 Subscriptions
Current report
Lease Agreement
Current report
On October 27, 2025, the Company entered into a Lease Agreement (the “Lease”) with SVHQ, LLC (the “Landlord”) to lease and occupy approximately 2,467 square feet of office space located at 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245 (the “Premises”). The Lease also includes the non-exclusive right, in common with Landlord, to use and occupy an adjacent shared space consisting of approximately 1,253 square feet (the “Shared Space”). The Lease has a term of sixty (60) months, commencing on November 1, 2025 and expiring on October 31, 2030, and has a monthly base rent of $4,852, including $3,803 for the Premises and $966 for the Shared Space (the “Base Rent”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, insurance, and common area maintenance costs for the building at the rate of 14.81%, consisting of 11.81% for the Premises and 3.00% for the Shared Space (the “Additional Rent”). Upon the execution of the Lease, the Company has agreed to prepay the first full month’s Base Rent and Additional Rent, consisting of $6,141, along with a security deposit equal to $14,557. The Lease includes a right of first refusal to purchase the Premises, but not the Shared Space, on the same terms and conditions as those offered by Landlord to any bona fide third-party purchaser during the term. The Lease includes customary representations of the Company and the Landlord.
Current report
Hammer Separation Agreement
Current report
On October 27, 2025, the Company entered into a Separation Agreement with its then Chief Operating Officer, Amanda Hammer (“Hammer”), pursuant to which (i) Hammer’s employment with the Company was terminated, effective October 22, 2025, and (ii) the Company agreed to pay Hammer a separation payment consisting of nine (9) months of pay at Hammer’s regular compensation rate (the “Separation Payment”). The Separation Payment will be paid in equal monthly installments pursuant to the Company’s regular payroll schedule, commencing November 1, 2025 and continuing for eight (8) months thereafter until paid in full (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company may, at its discretion, request that Hammer provide consulting or project-based services related to her former role or areas of expertise at an hourly rate of $86, but any such engagement will be voluntary and subject to a mutually agreed written statement of work specifying the scope, duration, and services to be rendered. The Separation Agreement includes a customary release by Hammer, and additional customary confidentiality, non-interference, and mutual non-disparagement provisions.
Current report
General and administrative expenses were $306,001 and $523,855 for the three months ended September 30, 2025 and 2024, respectively, which decrease was mainly due to reductions in insurance, and software expenses.
Current report
Investor relations expenses were $33,319 and $255,000 for the three months ended September 30, 2025 and 2024, respectively, which decrease was related to reductions in spending in these areas.
Current report
We had $241,620 of interest expenses relating to amortization on discount, which was in connection with our Series B Preferred Stock offering. The discount on convertible preferred stock is amortized over the term until conversion.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
We had $125,625 of interest expenses relating to amortization on discount in connection with our Series B Preferred Stock offering, for the nine months ended September 30, 2024. The discount on convertible preferred stock is amortized over the term until conversion.
Current report
Net cash provided by financing activities of $3,005,770 for the nine months ended September 30, 2024, was due to $2,250,000 of proceeds from the sale of Series B Convertible Preferred Stock, $568,270 of proceeds from the sale of common stock and $187,500 from proceeds from borrowings on notes payable – related parties, related to loans to the Company by our CEO and an entity owned and/or controlled by our CEO.
Removed paragraphs (2)
Previous report
Unit Subscriptions
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Reworded paragraphs (40)
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 condensed consolidated financial statements of the Company for the three months ended June 30, 2025 and 2024, 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, 2025 and 2024, above.
Previous wording
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 wording
The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 1 – Organization and Description of the Business”), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). The studies are anticipated to be completed in the 4 th quarter of 2025 which will then determine the Company’s next steps in its commercialization and monetization efforts.
Previous wording
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 wording
The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 2 – Summary of Significant Accounting Policies—Master Distribution Agreements”) intends to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“Dermytol”). The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under this agreement in the 1 st quarter of 2026.
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 six months ended June 30, 2025 and from July 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 nine months ended September 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.
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. Second Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) and vest at a rate of 10,000 shares per month with the first month vesting upon execution of the Consulting Agreement. Any shares not vested on the date the term ends will be forfeited. We also agreed to pay Strategem $12,500 per month in cash during the term of the Consulting Agreement, which shall accrue on a monthly basis until the Company has completed a successful raise of an aggregate of at least $1.5 million from the sale of either debt or equity of the Company after the date of the agreement.
Previous wording
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 wording
On August 26, 2025 and August 29, 2025, the Company entered into four Subscription Agreements with five accredited investors (the “August 2025 Investors”), pursuant to which the August 2025 Investors purchased an aggregate of 709,677 shares of restricted common stock from the Company, for $1.55 per share, or a total of $1,100,000. The Subscription Agreements included customary representations and warranties of the August 2025 Investors and the Company, and includes piggyback registration rights for a period of one year following the dates of the subscriptions.
Previous 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.
Current wording
We had working capital deficit of $0.2 million as of September 30, 2025, and $1.3 million as of December 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions.
Previous wording
We had revenues of $168,109 for the three months ended June 30, 2025, compared to revenues of $163,163 for the three months ended June 30, 2024, which increase was mainly due to an increase in customers for our MangoRx and PeachesRx products.
Current wording
We had revenues of $84,246 for the three months ended September 30, 2025, compared to revenues of $133,368 for the three months ended September 30, 2024, which decrease was mainly due to which decrease was mainly due to issues involving the transition and migration from our original telemedicine and software platform to our new telehealth platform.
Previous wording
Cost of revenues was $18,815 and $29,665 for the three months ended June 30, 2025 and 2024, respectively, which decrease was due to a decrease in shipping expenses and third-party doctor related visits.
Current wording
Cost of revenues was $2,359 and $21,505 for the three months ended September 30, 2025 and 2024, respectively, which decrease was due to a decrease in shipping expenses and third-party doctor related technology platform expense.
Previous wording
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 wording
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled $30,988 and $29,192 for the three months ended September 30, 2025 and 2024, respectively, which increase in the current period was due to added cost for the continued launch of our PeachesRx line.
Previous wording
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 three-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.
Current wording
During the first three quarters of 2025, we have continued to further develop our website capabilities and continued preparation for the re-launch of our website. Travel expenses were not separately disclosed for the three-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.
Previous 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.
Current wording
Salaries and benefits were $542,420 and $242,941 for the three months ended September 30, 2025 and 2024, respectively, which increase was due to the engagement of new management and staff employees.
Previous wording
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 wording
Advertising and marketing expenses in the amount of $104,914 and $251,330 for the three months ended September 30, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. The decrease was primarily related to reductions in these expenses as a result of evaluations of the effectiveness of our initiatives.
Previous 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.
Current wording
Stock-based compensation totaled $6,587,293 and $567,619 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended September 30, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives and a higher stock price in the current period.
Previous 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.
Current wording
We had $75,850 and $0 of interest expense for the three months ended September 30, 2025 and 2024, respectively, which increase was due to interest expense on notes payable.
Previous 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.
Current wording
We had a net loss of $7,618,776 for the three months ended September 30, 2025, compared to a net loss of $1,999,694 for the three months ended September 30, 2024, an increase in net loss of $5,613,704, due primarily to stock-based compensation.
Previous 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.
Current wording
We had revenues of $361,661 for the nine months ended September 30, 2025, compared to revenues of $510,626 for the nine months ended September 30, 2024, which decrease was mainly due to issues involving the transition and migration from our original telemedicine and software platform to our new telehealth platform.
Previous 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.
Current wording
Cost of revenues was $45,911 and $71,965 for the nine months ended September 30, 2025 and 2024, respectively, which decrease was due to fluctuations in service usage and delivery costs during the current period.
Previous 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..
Current wording
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $112,839 and $138,800 for the nine months ended September 30, 2025 and 2024, respectively, which decrease in the current period was due to lower revenues and sales of new products with lower percentage cost as to revenue.
Previous wording
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 wording
During the first three quarters of 2025, travel expenses were not separately disclosed for the nine-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.
Previous 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.
Current wording
General and administrative expenses were $3,644,718 and $2,146,517 for the nine months ended September 30, 2025 and 2024, respectively, which increase was mainly due to legal expenses, consulting, accounting, software and various expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol, which agreement relating to Diabetinol® was subsequently rescinded during the nine-month period ended September 30, 2025, as discussed above.
Previous wording
Salaries and benefits were $1,254,941 and $552,314 for the six 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.
Current wording
Salaries and benefits were $1,797,361 and $795,255 for the nine months ended September 30, 2025 and 2024, respectively, which increase was due to the engagement of new management and staff employees.
Previous 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.
Current wording
Advertising and marketing expenses in the amount of $644,941 and $1,332,957 for the nine months ended September 30, 2025 and 2024, respectively, related to digital marketing, branding initiatives, and promotional events. The decrease was related to a reduction in advertising and marketing while we focused on for our website re-launch.
Previous 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.
Current wording
Investor relations expenses were $1,558,319 and $438,000 for the nine months ended September 30, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period.
Previous wording
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 wording
Stock-based compensation totaled $10,753,217 and $1,881,464 (inclusive of stock issued for services and issuances of options and warrants) for the nine months ended September 30, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives and higher stock prices in the current period.
Previous wording
We had $8,000 and $0 of interest expense for the six months ended June 30, 2025 and 2024, respectively, which increase was due to accrued interest on notes payable.
Current wording
We had $83,850 and $0 of interest expense for the nine months ended September 30, 2025 and 2024, respectively, which increase was due to accrued interest on notes payable.
Previous wording
We had a $125,625 loss from settlement in the three months ended June 30, 2024, compared to $0 in the prior period, which loss from settlement was due to legal settlements reached, as discussed above.
Current wording
We had a $125,625 loss from settlement in the three months ended September 30, 2024, compared to $0 in the prior period, which loss from settlement was due to legal settlements reached (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 9 – Commitments and Contingences”, under the heading Legal Matters).
Previous wording
We had a net loss of $10,255,309 for the six months ended June 30, 2025, compared to a net loss of $4,758,936 for the six months ended June 30, 2024, an increase in net loss of $5,496,373 due to a decrease in revenue and increase in our general and administrative expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol.
Current wording
We had a net loss of $17,874,085 for the nine months ended September 30, 2025, compared to a net loss of $6,758,630 for the nine months ended September 30, 2024, an increase in net loss of $11,110,077 due to a decrease in revenue and increase in our general and administrative expenses related to the acquisitions of intellectual properties and the negotiations and entering into the various master distribution agreements for Diabetinol® and Dermytol. Additionally, as discussed above, we had significant increases in stock-based compensation.
Previous 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.
Current wording
As of September 30, 2025, we had $481,281 of cash on-hand, compared to $58,653 of cash on-hand of December 31, 2024. We also had $100,000 of prepaid expenses, representing advance payments for advertising and marketing, and $16,942 of deposits, representing an amount for the deposit on our lease, as well as $2,049 of property and equipment, net, consisting of computers, office and custom product packaging equipment, $11,211 of right of use-asset in connection with our lease, and $15,920,319 of patents and license agreements, net of amortization, which we acquired pursuant to certain Patent Purchase and Master License Agreements.
Previous wording
Cash increased mainly due to financing activities; whereby we were able to sell stock for cash and through notes payable to third parties ad related parties..
Current wording
Cash increased mainly due to financing activities, whereby we were able to sell stock for cash and through notes payable to third parties and related parties.
Previous 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.
Current wording
As of September 30, 2025, the Company had total current liabilities of $804,275, consisting of $526,964 of accounts payable and accrued liabilities, $4,460 of payroll tax liabilities, relating to payroll taxes that are due after September 30, 2025, $100,000 of related party notes payable, relating to the Tiger Cub Note, $12,167 of right-of-use liability, operating lease, and $160,684 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property.
Previous 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.
Current wording
As of September 30, 2025, we had $16,531,802 in total assets, $804,275 in total liabilities, a working capital deficit of $0.2 million and a total accumulated deficit of $39.5 million.
Previous 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.
Current wording
Net cash used in operating activities was $4,772,494 for the nine months ended September 30, 2025, which was mainly due to $17,854,207 of net loss, offset by $10,656,692 of common stock issued for services, $435,625 of amortization of licensing agreement, $1,201,751 of options vested for stock-based compensation and $839,672 of amortization of intangible assets.
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
There was no net cash used in investing activities for either the six months ended June 30, 2025 or 2024.
Current wording
There was no net cash used in investing activities for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, net cash used in investing activities of $65,000 was solely due to the sale of assets.
Previous 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.
Current wording
Net cash provided by financing activities was $5,187,356 for the nine months ended September 30, 2025, which was mainly due to $1,150,000 of proceeds from collection of subscriptions receivable, $100,000 from the sale of Series B Convertible preferred stock for cash, 2,410,356 of proceeds from the sale of common stock; $927,000 of proceeds from the exercise of warrants; and $100,00 borrowed from our Chief Executive Officer and Chairman, Jacob Cohen and a note payable with a third party for $500,000.
Previous 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.
Current wording
During the nine months ended September 30, 2025, Mr. Cohen used his personal credit card for payments to a third-party vendor for services rendered to the Company. The total amount outstanding as of September 30, 2025 was $0.
Previous wording
On December 13, 2024, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd. Pursuant to the Note Purchase, Mill End Capital Ltd. (“Mill End”) purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, as lender, in the original amount of $150,000, in consideration for $150,000. The terms of the note remain unchanged; however, the note was no longer considered a related party note.
Current wording
On December 13, 2024, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd. Pursuant to the Note Purchase, Mill End Capital Ltd. (“Mill End”) purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, Inc., which entity is owned by Jacob D. Cohen, the Chairman and Chief Executive Officer of the Company (“Cohen Enterprises”), as lender, in the original amount of $150,000, in consideration for $150,000. The terms of the note remain unchanged; however, the note was no longer considered a related party note.
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 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.
Current 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 623,333 shares of common stock at a conversion price of $1.00 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
Previous wording
In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
Current wording
In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. There was no material effect on the condensed consolidated financial statements for the nine months ended September 30, 2025.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Amended and Restated Convertible Promissory Note
Previous report — wording carried elsewhere
General and administrative expenses were $2,787,804 and $1,622,662 for the six 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 report — wording carried 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.
Previous report — wording carried elsewhere
We had a $125,625 loss from settlement in the three months ended June 30, 2024, compared to $0 in the prior period, which loss from settlement was duetolegal settlements reached, as discussed above.