MANGOCEUTICALS, INC.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 1, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year endedDecember 31,2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission File Number:001-41615
Mangoceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 87-3841292 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 17130 Dallas Parkway, Suite 240, Dallas, Texas | 75248 |
| (Address of principal offices) | (Zip Code) |
Registrant’s telephone number, including area code:(214) 242-9619
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 Par Value Per Share | MGRX | The NASDAQ Stock Market LLC (The NASDAQ Capital Market) |
Securities registered pursuant to section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ☐ Yes ☒No
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes☒ No
On June 30, 2025, the last day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $14,725,437, based upon the closing price of the registrant’s Common Stock on the Nasdaq Capital Market of $1.52 on June 30, 2025. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.
As of March 31, 2026, the registrant had 16,967,420 shares of its Common Stock, $0.0001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
| Cautionary Statement Regarding Forward-Looking Statements | 1 |
|---|---|
| Reverse Stock Split | 2 |
| Glossary of Industry Terms | 3 |
| PART I | 4 |
| Item 1. Business. | 4 |
| Item 1A. Risk Factors. | 33 |
| Item 1B. Unresolved Staff Comments. | 78 |
| Item 1C. Cybersecurity. | 78 |
| Item 2. Properties. | 79 |
| Item 3. Legal Proceedings. | 79 |
| Item 4. Mine Safety Disclosures. | 79 |
| PART II | 80 |
| Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. | 80 |
| Item 6. [Reserved] | 80 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 80 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 95 |
| Item 8. Financial Statements and Supplementary Data. | 96 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 97 |
| Item 9A. Controls and Procedures. | 97 |
| Item 9B. Other Information. | 98 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 98 |
| PART III | 99 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 99 |
| Item 11. Executive Compensation. | 109 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 124 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 125 |
| Item 14. Principal Accountant Fees and Services. | 135 |
| PART IV | 136 |
| Item 15. Exhibits and Financial Statement Schedules. | 136 |
| Item 16. Form 10–K Summary. | 142 |
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