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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

MGRX$0.19-4.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Report:

(1) Financial Statements

Page
Index to Financial Statements
Report of Independent Registered Public Accounting FirmF-1
Consolidated Balance SheetsF-2
Consolidated Statements of Operations and Comprehensive IncomeF-3
Consolidated Statements of Shareholders’ EquityF-5
Consolidated Statements of Cash FlowsF-6
Notes to Consolidated Financial StatementsF-7

(2) Financial Statement Schedules:

Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

(3) Exhibits required by Item 601 of Regulation S-K

Filed/ · Incorporated by Refernece
Exhibit · Description of · Furnished · Filing · File
Number · Exhibit · Herewith · Form · Exhibit · Date · Number
3.1Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021S-13.11/13/2023333-269240
3.2Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022S-13.21/13/2023333-269240
3.3Certificate of Amendment to Certificate of Formation, as amended and restated of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 8, 20248-K3.110/11/2024001-41615
3.4Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 202410-K3.34/1/2024001-41615
3.5Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 20248-K3.14/25/2024001-41615
3.6Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 20248-K3.15/2/2024001-41615
3.7Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on June 27, 20248-K3.27/2/2024001-41615
3.8Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 20258-K3.33/19/2025001-41615
3.9Bylaws of Mangoceuticals, Inc.S-13.31/13/2023333-269240
3.19Certificate of Formation of Mango & Peaches, Inc., as filed with the Secretary of State of Texas on December 10, 20248-K3.112/19/2024001-41615
3.11Certificate of Designations of Mango & Peaches Corp., Establishing the Designations, Preferences, Limitations, and Relative Rights of Its Series A Super Majority Voting Preferred Stock, filed with the Secretary of State of Texas on January 9, 20258-K3.11/15/2025001-41615
3.12Certificate of Designations, Preferences and Rights of 6% Series B Convertible Preferred Stock of Mango & Peaches Corp., filed with the Secretary of State of Texas on July 3, 20258-K3.17/9/2025001-41615
3.13Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 20258-K3.33/19/2025001-41615
3.14Bylaws of Mango & Peaches, Inc.8-K3.212/19/2024001-41615
4.1Common Stock Purchase Warrant granted to Boustead Securities, LLC evidencing the right to acquire 87,500 shares of common stock (dated March 23, 2023)10-Q4.15/10/2023001-41615
4.2Form of Common Stock Purchase Warrant (Investors – 2022 Private Placement)S-14.21/13/2023333-269240
4.3Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on December 19, 20238-K4.112/19/2023001-41615
4.4Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on January 22, 20248-K4.11/22/2024001-41615
4.5Common Share Purchase Warrant dated April 4, 2024, granted to Platinum Point Capital LLC8-K4.14/11/2024001-41615
4.6Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC8-K4.17/2/2024001-41615
4.7Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC8-K4.27/2/2024001-41615
4.8Form of Common Share Purchase Warrant between Mangoceuticals, Inc. and the holders thereof (December 2024 Offering)8-K4.112/26/2024001-41615
4.9Form of Common Stock Purchase Warrant – Unit Offering (May 2025)8-K4.15/29/2025001-41615
4.10Common Stock Purchase Warrant to purchase 275,482 shares of common stock, issued to Indigo Capital LP dated May 27, 20258-K4.25/29/2025001-41615
4.11Common Stock Purchase Warrant to purchase 50,000 shares of common stock, issued to Tiger Cub Trust dated July 21, 20258-K4.17/22/2025001-41615
4.12Form of Pre-Funded Common Stock Purchase Warrant dated December 18, 20258-K4.112/19/2025001-41615
4.13Form of Common Stock Purchase Warrant dated December 18, 20258-K4.212/19/2025001-41615
4.14Description of the Registrant’s Securities10-K4.54/1/2024001-41615
10.1Stock Purchase Agreement between American International Holdings Corp. and Cohen Enterprises, Inc., dated June 16, 2022S-110.11/13/2023333-269240
10.2Physician Services Agreement dated August 1, 2022, between Mangoceuticals, Inc. and BrighterMD, LLC dba DoctegrityS-110.31/13/2023333-269240
10.3£Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc.S-110.41/13/2023333-269240
10.4#Executive Employment Agreement dated August 31, 2022, between Mangoceuticals, Inc. and Jacob D. CohenS-110.51/13/2023333-269240
10.5#Mangoceuticals, Inc. 2022 Equity Incentive PlanS-110.71/13/2023333-269240
10.6#Stock Option Agreement dated August 31, 2022 between Mangoceuticals, Inc. and Jacob D. Cohen (750,000 option shares)S-110.81/13/2023333-269240
10.7#Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Dr. Kenny MyersS-110.171/13/2023333-269240
10.8#October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Kenny MyersS-110.181/13/2023333-269240
10.9#Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Alex P. HamiltonS-110.191/13/2023333-269240
10.10#October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Alex P. HamiltonS-110.201/13/2023333-269240
10.11#Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Lorraine D’AlessioS-110.211/13/2023333-269240
10.12#October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Lorraine D’AlessioS-110.22#1/13/2023333-269240
10.13#Master Services Agreement dated December 1, 2022, between Mangoceuticals, Inc. and Global Career Networks, Inc.S-110.241/13/2023333-269240
10.14Waiver Agreement dated December 30, 2022, between Mangoceuticals, Inc. and Boustead Securities, LLCS-110.261/13/2023333-269240
10.15#Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Sultan HaroonS-1/A10.311/26/2023333-269240
10.16#Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and John HelfrichS-1/A10.321/26/2023333-269240
10.17#Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Justin BakerS-1/A10.331/26/2023333-269240
10.18#Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Maja MatthewsS-1/A10.341/26/2023333-269240
10.19#Employment Agreement dated and effective May 1, 2023, by and between Mangoceuticals, Inc. and Amanda Hammer8-K10.15/4/2023001-41615
10.20#Stock Option Agreement dated May 1, 2023 between Mangoceuticals, Inc. and Amanda Hammer8-K10.25/4/2023001-41615
10.21Service Agreement dated September 1, 2023, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc.8-K10.19/8/2023001-41615
10.22£Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc.8-K10.29/21/2023001-41615
10.23First Addendum to Master Services Agreement dated September 15, 2023, by and between Mangoceuticals, Inc. and Epiq Scripts, LLC8-K10.39/21/2023001-41615
10.24#Consulting Agreement dated and effective October 3, 2023, by and between Mangoceuticals, Inc. and Eugene M. Johnston8-K10.110/4/2023001-41615
10.25#Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated November 1, 2023 between Mangoceuticals, Inc. and Dr. Douglas ChristiansonS-110.4412/11/2023333-275993
10.26Marketing Agreement dated December 10, 2023, by and between Mangoceuticals, Inc. and Marius Pharmaceuticals8-K10.112/11/2023001-41615
10.27#Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 – Jacob Cohen – 1,250,000 shares8-K10.212/29/2023001-41615
10.28#Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 - Jacob Cohen - 1,250,000 shares8-K10.21/2/2024001-41615
10.29#First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan8-K10.13/26/2024001-41615
10.30#Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan8-K10.23/26/2024001-41615
10.31+Securities Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC8-K10.14/11/2024001-41615
10.32+Equity Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC8-K10.24/11/2024001-41615
10.33Registration Rights Agreement (SPA), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC8-K10.34/11/2024001-41615
10.34Registration Rights Agreement (ELOC), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC8-K10.44/11/2024001-41615
10.35Patent Purchase Agreement dated April 24, 2024, by and between Mangoceuticals, Inc., as purchaser and Intramont Technologies, Inc., as seller8-K10.14/25/2024001-41615
10.36Omnibus Amendment Agreement No. 1 dated June 27, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC8-K10.27/2/2024001-41615
10.37Master Distribution Agreement dated July 2, 2024 and entered into on July 9, 2024, by and between Mangoceuticals, Inc. and ISFLST, Inc. (ISFLST)8-K10.17/11/2024001-41615
10.38#$150,000 Promissory Note issued by Mangoceuticals, Inc. in favor of Cohen Enterprises, Inc.8-K10.110/22/2024001-41615
10.39#Consulting Agreement dated November 11, 2024, and effective October 1, 2024, by and between Mangoceuticals, Inc. and Eugene M. Johnston8-K10.111/12/2024001-41615
10.40Service Agreement dated December 2, 2024, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc.8-K10.112/6/2024001-41615
10.41+Patent Purchase Agreement dated December 13, 2024, by and between Mangoceuticals, Inc., as purchaser and Greenfield Investments, Ltd, as seller8-K10.112/19/2024001-41615
10.42Parent Subsidiary Contribution Agreement dated December 13, 2024, by and between Mangoceuticals, Inc. and Mango & Peaches Corp.8-K10.212/19/2024001-41615
10.43£Amended and Restated Executive Employment Agreement dated December 13, 2024 and effective December 1, 2024, by and between Mangoceuticals, Inc. and Jacob Cohen8-K10.312/19/2024001-41615
10.44Note Purchase Agreement dated December 13, 2024, by and between Cohen Enterprises, Inc., and Mill End Capital Ltd.8-K10.412/19/2024001-41615
10.45+Form of Securities Purchase Agreement relating to the sale of 1,650,000 shares of Series B Convertible Preferred Stock and Warrants to Purchase 1,650,000 shares of Common Stock, between Mangoceuticals, Inc. (December 2024 Offering)8-K10.112/26/2024001-41615
10.46Debt Conversion Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Mill End Capital Ltd.8-K10.11/21/2025001-41615
10.47#Consulting Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Antonios “Tony” Isaac8-K10.21/21/2025001-41615
10.48August 27, 2024, Payment Plan Letter Agreement between Mangoceuticals, Inc. and Barstool Sports, Inc. relating to $516,250 of outstanding debt8-K10.11/31/2025001-41615
10.49€January 10, 2025, Debt Purchase Agreement, between MAAB Global and Barstool Sports Inc.8-K10.21/31/2025001-41615
10.50First Amendment to Payment Plan Letter Agreement between Mangoceuticals, Inc. and MAAB Global, dated January 27, 20258-K10.31/31/2025001-41615
10.51Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (MSA)8-K10.41/31/2025001-41615
10.52Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (Consulting Agreement)8-K10.51/31/2025001-41615
10.53LT Global Practice Management Service Agreement dated January 28, 2025, between Mangoceuticals, Inc. and LT Global Practice Management8-K10.61/31/2025001-41615
10.54Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor8-K10.71/31/2025001-41615
10.55Form Common Stock Subscription Agreement (February 2025)8-K10.12/7/2025001-41615
10.56#First Amendment to Employment Agreement dated February 6, 2025, between Mangoceuticals, Inc. and Amanda Hammer8-K10.22/7/2025001-41615
10.57February 11, 2025, Letter Amending April 24, 2024 Patent Purchase Agreement, between Mangoceuticals, Inc. and Intramont Technologies8-K10.12/12/2025001-41615
10.58Form of Common Stock Subscription Agreement (February 2025)8-K10.22/12/2025001-41615
10.59Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan8-K10.13/19/2025001-41615
10.60Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan8-K10.23/19/2025001-41615
10.61Master Distribution Agreement dated March 24, 2025, between Navy Wharf, Ltd, as supplier, and Mangoceuticals, Inc., as distributor8-K10.13/25/2025001-41615
10.62Form of Securities Purchase Agreement dated April 11, 2025, relating to the sale of 100 shares of Series B Convertible Preferred Stock8-K10.14/17/2025001-41615
10.63Promissory Note dated April 15, 2025, evidencing $500,000 owed by Mangoceuticals, Inc. to Indigo Capital LP8-K10.24/17/2025001-41615
10.64+Intellectual Property Purchase Agreement dated April 24, 2025, by and between Mangoceuticals, Inc., as purchaser and Smokeless Technology Corp., as seller8-K10.14/25/2025001-41615
10.65+Consulting Agreement dated April 24, 2025, between Mangoceuticals, Inc. and Strategem Solutions, Inc.8-K10.24/25/2025001-41615
10.66+First Amendment to Amended and Restated Executive Employment Agreement dated April 24, 2025 and effective April 1, 2025, by and between Mangoceuticals, Inc. and Jacob Cohen8-K10.34/25/2025001-41615
10.67#Promissory Note dated May 2, 2025 in the principal amount of $100,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender8-K10.15/6/2025001-41615
10.68Master Distribution Agreement dated May 14, 2025, between PrevenTech Solutions, LLC, as distributor, and Mangoceuticals, Inc., as supplier10-Q10.235/15/2025001-41615
10.69Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and ArcStone Securities and Investments Corp.8-K10.15/23/2025001-41615
10.70Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and Smokeless Technology Corp.8-K10.25/23/2025001-41615
10.71Mutual Rescission and Release Agreement dated May 22 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and Strategem Solutions Inc.8-K10.35/23/2025001-41615
10.72Form Common Stock Subscription Agreement – Unit Offering (May 2025)8-K10.15/29/2025001-41615
10.73Agreement to Amend Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc. and Indigo Capital LP8-K10.25/29/2025001-41615
10.74Amended and Restated Convertible Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc., as borrower, and Indigo Capital LP, as holder8-K10.35/29/2025001-41615
10.75#Agreement to Amend Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc. and to Tiger Cub Trust8-K10.27/22/2025001-41615
10.76#Amended and Restated Convertible Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc., as borrower, and to Tiger Cub Trust, as holder8-K10.37/22/2025001-41615
10.77Mutual Rescission and Release Agreement dated and effective July 30, 2025, by and between Mangoceuticals, Inc. and Navy Wharf, Ltd.8-K10.18/4/2025001-41615
10.78Form of Common Stock Subscription Agreement – Common Stock Offering (August 2025 Private Offering)8-K10.19/2/2025001-41615
10.79#Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan8-K10.23/19/2025001-41615
10.80#Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated September 9, 2025 – Jacob Cohen – 500,000 shares8-K10.29/12/2025001-41615
10.81Lease Agreement dated as of October 27, 2025 by and between SVHQ, LLC, as Landlord, and Mangoceuticals, Inc., as Tenant8-K10.110/28/2025001-41615
10.82#Separation Agreement dated as of October 27, 2025 by and between Mangoceuticals, Inc. and Amanda Hammer8-K10.210/28/2025001-41615
10.83#Promissory Note dated December 4, 2025 in the principal amount of $75,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender8-K10.112/10/2025001-41615
10.84Master Services Agreement by and between Mango DAT, LLC and Cube Operations LLC, dated as of December 17, 20258-K10.112/19/2025001-41615
10.85Order Form by and between Mango DAT, LLC and Cube Operations LLC, dated as of December 17, 20258-K10.212/19/2025001-41615
10.86+Securities Purchase Agreement dated December 18, 2025, between Mangoceuticals, Inc. and the Purchaser(s) party thereto8-K10.112/19/2025001-41615
10.87Placement Agency Agreement dated December 18, 2025, between Mangoceuticals, Inc. and Aegis Capital Corp.8-K10.212/19/2025001-41615
10.88Registration Rights Agreement dated December 18, 2025, between Mangoceuticals, Inc. and the Purchaser(s) party thereto8-K10.312/19/2025001-41615
10.89Mangoceuticals, Inc. Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 20268-K10.103/17/2026001-41615
14.1Code of Business Conduct and EthicsS-114.11/13/2023333-269240
19.1Mangoceuticals, Inc. Policy on Insider Trading10-K19.13/20/2025001-41615
21.1*SubsidiariesX
23.1*Consent of Turner, Stone & Company, L.L.P.X
24.1*Power of Attorney (included on the Signatures page of this Report on Form 10-K).X
31.1 · * · Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act · X
31.2 · * · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act · X
32.1 · ** · Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act · X
32.2 · ** · Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act · X
99.1Audit Committee CharterS-199.11/13/2023333-269240
99.2Compensation Committee CharterS-199.21/13/2023333-269240
99.3Nominating and Corporate Governance Committee CharterS-199.31/13/2023333-269240
99.4Whistleblower Protection PolicyS-199.41/13/2023333-269240
99.5Mangoceuticals, Inc. Advisory Board Charter, adopted January 6, 2023S-199.51/13/2023333-269240
97.1Mangoceuticals, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation10-Q10.4210/27/2023001-41615
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCH*XBRL Taxonomy Extension Schema DocumentX
101.CAL*XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEF*XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LAB*XBRL Taxonomy Extension Label Linkbase DocumentX
101.PRE*XBRL Taxonomy Extension Presentation Linkbase DocumentX
104*Inline XBRL for the cover page of this Transition Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document SetX
  • Filed herewith.

** Furnished herewith.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.