MANGOCEUTICALS, INC.
For the period ended Mar 31, 2026. Filed May 19, 2026.
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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.
Mar 31, 2026 · Filed May 19, 2026
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 2025-09-30; filed 2025-11-14.
0001493152-25-023640
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-19.
0001493152-26-024426
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 235 previous paragraphs and 173 current paragraphs.
108 unchanged; 37 reworded; 22 added; 86 removed; 4 previous and 6 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 (22)
Current report
Compounded Products
Current report
Additional Information Regarding our Compounded Products
Current report
We currently anticipate using funding we may raise in the near term to finance marketing and general operational expenses associated with the sale of our Pharmaceutical Products. We launched our website in mid-November 2022.
Current report
Our Compounded Products have been formulated as rapid dissolving tablets (RDT) using a sublingual (applied under the tongue) delivery system to bypass the stomach and liver. It is a generally established principle that sublingual drug absorption through the oral mucosa is generally faster than drug absorption through the gastrointestinal tract. This is because sublingual drugs that are absorbed through the oral mucosa directly enter the systemic circulation, bypassing the gastrointestinal tract and first-pass metabolism in the liver (see H. Zhang et al.,Oral mucosal drug delivery: clinical pharmacokinetics and therapeutic applications, 41 Clin Pharmacokinet 661, 662 (2002). Though the active ingredients that comprise our Mango ED product are meant to treat ED – an issue that according to a 2018 study published inThe Journal of Sexual Medicine has been estimated to affect over one-third of today’s men’s population (with prevalence increasing with age) – we are also aiming to brand ourselves as a lifestyle company marketed to men seeking enhanced sexual vitality, performance, and overall mood and confidence.
Current report
Marketed Product
Current report
Future Plans
Current report
We had revenues of $67,864 for the three months ended March 31, 2026, compared to revenues of $109,306 for the three months ended March 31, 2025, which decrease was mainly due to our focus on in-house website development and testing of new TRT product in specific markets prior to full launch.
Current report
General and administrative expenses were $1,054,122 and $1,542,444 for the three months ended March 31, 2026 and 2025, respectively, which decrease was mainly due to a reduction in consulting fees and insurance, offset by increases in travel, legal and accounting expenses.
Current report
Salaries and benefits were $346,860 and $349,783 for the three months ended March 31, 2026 and 2025, respectively, which decrease was due to changes in personnel. There was an item that has been reclassified, resulting in a prior year change.
Current report
We had $276,815 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the three months ended March 31, 2026, compared to $276,815 for the three months ended March 31, 2025. There was an item that has been reclassified, resulting in a prior year change.
Current report
Cash decreased mainly due to funds used in operations with no additional fund raising during the three-month period ended March 31, 2026.
Current report
Net cash provided by financing activities was $0 for the three months ended March 31, 2026 and $2,285,000, which for the 2025 period, was due to proceeds from the sale of common stock ($655,000), Series B Convertible Preferred Stock ($1,150,000), and warrants ($480,000).
Current report
April 2025 Securities Purchase Agreement
Current report
December 2025 Securities Purchase Agreement
Current report
On December 18, 2025, the Company entered into a securities purchase agreement (the “December 2025 SPA”) with an institutional investor (the “December 2025 Investor”), pursuant to which the Company agreed to issue and sell to such investor (a) in a registered direct offering, (A) 1,430,502 shares of common stock of the Company, at an offering price of $1.295 per share, and (B) 500,000 pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of common stock, at an offering price of $1.29499 per Pre-Funded Warrant (such registered direct offering, the “December 2025 Offering”), and (b) in a concurrent private placement, common stock purchase warrants (the “Private Placement Warrants”), exercisable for an aggregate of up to 1,930,502 shares of common stock, at an exercise price of $1.4245 per warrant share for aggregate gross proceeds of approximately $2.5 million.
Current report
The Pre-Funded Warrants were immediately exercisable and may be exercised at an exercise price of $0.00001 per warrant share at any time until all of the Pre-Funded Warrants are exercised in full.
Current report
The Private Placement Warrants are exercisable upon issuance and expire on the fifth anniversary of the issuance date of the Private Placement Warrants. Once issued, the Private Placement Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the Private Placement Warrants. The Private Placement Warrants and the Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding common stock.
Current report
In connection with the December 2025 Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with Aegis Capital Corp. (the “Placement Agent”), pursuant to which the Company paid the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the December 2025 Offering and reimbursed the Placement Agent for certain expenses and legal fees.
Current report
On December 18, 2025, the Company and the December 2025 Investor entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”), providing for the resale of the shares of common stock issued and issuable upon exercise of the Private Placement Warrants within 30 days of the closing of the December 2025 Offering, to have such registration statement declared effective within 15 days of the filing date (or 45 days, if the Securities and Exchange Commission conducts a full review), and to maintain the effectiveness of such registration statement.
Current report
The common stock shares and the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-288039) that was declared effective by the Commission on June 24, 2025.
Current report
The Resale Registration Statement was timely filed and was timely declared effective on January 28, 2025.
Current report
The Company received gross proceeds of approximately $2.5 million from the December 2025 Offering, before deducting December 2025 Offering expenses payable by the Company, including the Placement Agent’s commissions and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Removed paragraphs (86)
Previous report
Recent Events
Previous report
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 report
Navy Wharf Master Distribution Agreement
Previous report
On March 24, 2025, the Company entered into a Master Distribution Agreement (the “Navy Wharf MDA”), with Navy Wharf, Ltd (“Navy Wharf”). Pursuant to the Navy Wharf MDA, the Company was granted the exclusive licensing rights to certain intellectual property and patent rights from Navy Wharf relating to a composition and natural formula for a nutraceutical product to manage blood glucose and Hemoglobin A1c (HbA1c) levels to be marketed and sold under the brand Diabetinol®, within the United States and Canada (the “Market”).
Previous report
We agreed pursuant to the Navy Wharf MDA to issue Navy Wharf 1,000,000 shares of the Company’s restricted common stock (the “Navy Shares”) and 10% of the net sales revenue (as described in greater detail in the Navy Wharf MDA) we generate during the term of the Navy Wharf MDA. The term of the Navy Wharf MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the agreement by the other party, subject to certain cure rights. Additionally, in the event that we do not generate at least $1.5 million of gross sales from the sale of Diabetinol® products within eighteen months from June 1, 2025, subject to a sixty day cure period and subject to our right to extend such period for up to an additional 12 months upon the payment of $5 million, our rights under the Navy Wharf MDA in the Market become non-exclusive.
Previous 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”).
Previous report
No material early termination penalties were incurred by the Company in connection with the Navy Wharf Rescission.
Previous report
ArcStone Consulting Agreement
Previous 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”).
Previous report
Intellectual Property Purchase Agreement
Previous report
Effective on April 24, 2025 (the “Effective Date”), we entered into an Intellectual Property Purchase Agreement (the “Smokeless Purchase Agreement”), with Smokeless Technology Corp. (“Smokeless”). Pursuant to the Smokeless Purchase Agreement, we purchased certain intellectual property, contracts, and know-how owned by Smokeless related to certain intellectual property and related assets including, without limitation, all patents, trademarks, product formulations, know-how, agreements, contracts, contractor agreements, supply chain contracts, manufacturing contacts and agreements for the entrance into a new business involving and surrounding oral pouches as a delivery mechanism for nutritional and wellness products (collectively, the “Purchased IP”), in consideration for 1,600,000 shares of the Company’s restricted common stock and the Royalty Payments (defined and discussed below).
Previous report
Pursuant to the Smokeless Purchase Agreement, we agreed to pay Smokeless a royalty of ten percent (10%) of gross worldwide sales of any product we sell associated with the Purchased IP, which meets the following requirements: (a) the design of the product was not transferred or provided for purposes of providing a license to cover an offering of a third party and controlled by us, and (b) the product is sold by us, or in development with the intention to commercialize (collectively, “Mango Purchased IP Products”), which will go into effect on the first anniversary of the Effective Date (April 23, 2026) and are required to be paid in perpetuity to the extent the Mango Purchased IP Products are being sold (the “Royalty Payments”). The Royalty Payments are required to be paid on an annual basis, within 30 days after the end of the calendar year.
Previous report
The Smokeless Purchase Agreement included standard representations and warranties and confidentiality and indemnification obligations of the parties, for a transaction of that type and size.
Previous report
The Smokeless Purchase Agreement, and the purchase of the Purchased IP, closed on April 24, 2025, upon the parties entry into the Smokeless Purchase Agreement.
Previous report
Consulting Agreement
Previous report
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 report
May 2025 Rescission Agreements
Previous 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”).
Previous 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.
Previous report
PrevenTech Master Distribution Agreement
Previous report
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 report
In consideration for the rights under the PrevenTech MDA, PrevenTech agreed to pay us 10% of the net sales revenue (as described in greater detail in the PrevenTech MDA) generated during the term of the PrevenTech MDA through the sale of products associated with our patents. The term of the PrevenTech MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the agreement by the other party, subject to certain cure rights. Additionally, in the event that PrevenTech does not generate at least $5 million of gross sales from the sale of products within eighteen months from June 1, 2025, subject to a sixty day cure period, PrevenTech’s rights under the PrevenTech MDA become non-exclusive.
Previous report
The PrevenTech 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 PrevenTech MDA.
Previous report
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 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.
Previous 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.
Previous report
Mango and Peaches Term of Service Agreement
Previous 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.
Previous 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.
Previous report
Mango & Peaches Issuance to Jacob D. Cohen
Previous 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.
Previous 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.
Previous 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.
Previous report
Mango & Peaches Series B Convertible Cumulative Preferred Stock
Previous 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.
Previous report
The Series B Designation provides for the Series B Preferred Stock to have the following terms:
Previous report
6% Series B Convertible Cumulative Preferred Stock
Previous 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.
Previous 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.
Previous 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.
Showing the first 40 of 86 passages. Open the source sections for the rest.
Reworded paragraphs (37)
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 and nine months ended September 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 months ended March 31, 2026 and 2025, above.
Previous 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.
Current wording
The following discussion is based upon our financial statements included elsewhere 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
Our Mango ED product has not been, and will not be, approved by the FDA and instead we produce and sell our products, including our Mango ED product, under an exemption provided by Section 503A of the Federal Food, Drug and Cosmetic Act (“FFDCA Act”). Additionally, because our Mango ED product is being specially compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this product formula can be replicated by other companies.
Current wording
Our Mango ED product has not been, and will not be, approved by the FDA and instead we produce and sell our products, including our Mango ED product, under an exemption provided by Section 503A of the Federal Food, Drug and Cosmetic Act (“FFD&C Act”). Additionally, because our Mango ED product is being specifically compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this product formula can be replicated by other companies.
Previous wording
We currently offer one dosage level of our Mango GROW product and anticipate doctors prescribing Mango GROW based on the needs and medical history of the patient. Our Mango GROW product currently includes the following amounts of the four ingredients: (1) Minoxidil (2.5mg), (2) Finasteride (1mg), (3) Vitamin D3 (2000IU) and (4) Biotin (1mg). Our Mango GROW product has not been, and will not be, approved by the FDA and instead we produce and sell our Mango GROW product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFDCA Act.
Current wording
We currently offer one dosage level of our Mango GROW product and anticipate doctors prescribing Mango GROW based on the needs and medical history of the patient. Our Mango GROW product currently includes the following amounts of the four ingredients: (1) Minoxidil (2.5mg), (2) Finasteride (1mg), (3) Vitamin D3 (2000IU), and (4) Biotin (1mg). Our Mango GROW product has not been, and will not be, approved by the FDA and instead we produce and sell our Mango GROW product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFD&C Act.
Previous wording
We are not aware of any clinical studies involving the administration of Minoxidil and Finasteride sublingually at the dose we provide patients, or the compounding of Minoxidil, Finasteride, Vitamin D3, and Biotin, to treat hair growth, as is contemplated by our Mango GROW product. We are, however, aware of other companies that are currently selling oral tablets for hair growth, including those using a combination of Minoxidil and Finasteride. Additionally, because our Mango GROW product is being specially compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango GROW product are publicly disclosed, this product formula can be replicated by other companies.
Current wording
We are not aware of any clinical studies involving the administration of Minoxidil and Finasteride sublingually at the dose we provide patients, or the compounding of Minoxidil, Finasteride, Vitamin D3, and Biotin, to treat hair growth, as is contemplated by our Mango GROW product. We are, however, aware of other companies that are currently selling oral tablets for hair growth, including those using a combination of Minoxidil and Finasteride. Additionally, because our Mango GROW product is being specifically compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango GROW product are publicly disclosed, this product formula can be replicated by other companies.
Previous wording
‘SLIM’ by MangoRx* -*SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as dietary supplement, and (2) Semaglutide, the active ingredient used in an FDA approved drug. However, the fact that Semaglutide is used in an FDA approved drug, and that Vitamin B6 is available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to assist with weight loss or weight management. SLIM is encapsulated in convenient chewable, mint-flavored RDT.
Current wording
‘SLIM’ by MangoRx* -*SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as a dietary supplement, and (2) Semaglutide, the active ingredient used in an FDA approved drug. However, the fact that Semaglutide is used in an FDA approved drug, and that Vitamin B6 is available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to assist with weight loss or weight management. SLIM is encapsulated in convenient chewable, mint-flavored RDT.
Previous wording
We currently offer four dosage levels of our SLIM product and anticipate doctors prescribing SLIM based on their needs and medical history of the patient. Our SLIM product currently includes the (1) Vitamin B6 (10mg), and (2) Semaglutide, in either 0.5mg, 1.0mg, 1.5mg or 2.0mg variations, which amount is based on the prescribing practitioner. Our SLIM product has not been, and will not be, approved by the FDA and instead we produce and sell our SLIM product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFDCA Act.
Current wording
We currently offer four dosage levels of our SLIM product and anticipate doctors prescribing SLIM based on their needs and medical history of the patient. Our SLIM product currently includes the (1) Vitamin B6 (10mg), and (2) Semaglutide, in either 0.5mg, 1.0mg, 1.5mg or 2.0mg variations, which amount is based on the prescribing practitioner. Our SLIM product has not been, and will not be, approved by the FDA and instead we produce and sell our SLIM product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFD&C Act.
Previous wording
‘PRIME’ by MangoRx, Powered by Kyzatrex® - ‘PRIME’, by MangoRx, powered by Kyzatrex®, a FDA-approved oral Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no testosterone levels due to certain medical conditions. ‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only three FDA approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient injection-based drug delivery protocol. ‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel capsule that is absorbed primarily via the lymphatic system, avoiding liver toxicity. The benefits of ‘PRIME,’ powered by Kyzatrex®, over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical performance, and balanced hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius Pharmaceuticals. With ‘PRIME,’ MangoRx is working to expand broad-based consumer access to this therapy.
Current wording
‘PRIME’ by MangoRx, Powered by Kyzatrex® - ‘PRIME’, by MangoRx, powered by Kyzatrex®, an FDA-approved oral Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no testosterone levels due to certain medical conditions. ‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only three FDA approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient injection-based drug delivery protocol. ‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel capsule that is absorbed primarily via the lymphatic system, avoiding liver toxicity. The benefits of ‘PRIME,’ powered by Kyzatrex®, over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical performance, and balanced hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius Pharmaceuticals. With ‘PRIME,’ MangoRx is working to expand broad-based consumer access to this therapy.
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 4 th 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). A majority of these studies were completed in 2025 and the Company is currently in the process of determining 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 1 st quarter of 2026.
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 3 rd quarter of 2026.
Previous 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.
Current wording
We had a working capital deficit of approximately $0.5 million and working capital of $0.7 million as of March 31, 2026 and December 31, 2025, respectively. 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
In October 2024, the Board of Directors of the Company initiated a process to evaluate potential strategic alternatives with the intent to unlock and maximize shareholder value, including but not limited to potential mergers, acquisitions, divestitures and business combinations, acquisitions of businesses, entry into new lines of business, business expansions, joint ventures, and other key strategic transactions outside the ordinary course of the Company’s current business. This initiative is being be undertaken in parallel with the Company’s current business operations. In consultation with financial and legal advisors, the Company intends to consider a broad range of strategic, operational and financial alternatives, and is exploring a full range of options. There is no assurance that the strategic review process will result in the approval or completion of any specific transaction or outcome. The Company has not established a timeline for completion of the review process and does not intend to comment further unless and until its Board of Directors has approved a definitive course of action, or it is determined that other disclosure is necessary or appropriate .
Current wording
In October 2024, the Board of Directors of the Company initiated a process to evaluate potential strategic alternatives with the intent to unlock and maximize shareholder value, including but not limited to potential mergers, acquisitions, divestitures and business combinations, acquisitions of businesses, entry into new lines of business, business expansions, joint ventures, and other key strategic transactions outside the ordinary course of the Company’s current business. This initiative is being undertaken in parallel with the Company’s current business operations. In consultation with financial and legal advisors, the Company intends to consider a broad range of strategic, operational and financial alternatives, and is exploring a full range of options. There is no assurance that the strategic review process will result in the approval or completion of any specific transaction or outcome. The Company has not established a timeline for completion of the review process and does not intend to comment further unless and until its Board of Directors has approved a definitive course of action, or it is determined that other disclosure is necessary or appropriate.
Previous 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.
Current wording
Cost of revenues was $8,218 and $24,737 for the three months ended March 31, 2026 and 2025, respectively, which increase was due to fluctuations in third-party service provider usage, product promotions 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 $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.
Current wording
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $30,645 and $22,505 for the three months ended March 31, 2026 and 2025, respectively, which decrease in the current period was due to the increased use of third-party providers.
Previous 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.
Current wording
Advertising and marketing expenses were $94,073 and $281,732 for the three months ended March 31, 2026 and 2025, respectively. The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch and more targeted marketing.
Previous wording
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 wording
Investor relations expenses were $12,451 and $1,419,000 for the three months ended March 31, 2026 and 2025, respectively, which decrease was related to a reduction in public awareness campaigns.
Previous 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.
Current wording
Stock-based compensation totaled $1,647,821 and $1,045,479 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended March 31, 2026 and 2025, respectively, which increase was due to stock issuances for employees and consultants in lieu of cash.
Previous 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.
Current wording
We had $0 and $13,700 of interest expense for the three months ended March 31, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.
Previous 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.
Current wording
We had a net loss of $3,403,141 for the three months ended March 31, 2026, compared to a net loss of $4,839,489 for the three months ended March 31, 2025, a decrease in net loss of $1,436,348 due to decreases in all operating expenses, except stock-based compensation.
Previous 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.
Current wording
As of March 31, 2026, we had $174,562 of cash on-hand, compared to $1,486,338 of cash on-hand of December 31, 2025. We also had $897 of prepaid expenses, representing payroll taxes, and $16,957 of deposits, and $20,056 due from related party, relating to amount owed from from our CEO Jacob Cohen, as well as $1,544 of property and equipment, net, consisting of computers, $294,061 of right of use-asset in connection with our lease, and $13,941,146 of patents and license agreements, net of amortization and impairment, which license agreement we acquired pursuant to certain Patent Purchase and Master License Agreement, after accounting for an impairment on the license agreement with Propre Energie Inc for Dermytol in the amount of $1,239,942.
Previous 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.
Current wording
As of March 31, 2026, the Company had total current liabilities of $737,606, consisting of $529,800 of accounts payable and accrued liabilities, $3,297 of payroll tax liabilities, relating to payroll taxes that are due after March 31, 2026, $57,058 of right-of-use liability, operating lease, and $147,451 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property. We also had $236,965 of right-of-use liability relating to operating leases as of March 31, 2026.
Previous 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.
Current wording
As of March 31, 2026, we had $14,449,223 in total assets, $974,571 in total liabilities, a working capital deficit of $0.5 million and a total accumulated deficit of $44.1 million.
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 condensed consolidated financial statements as of December 31, 2024. As of September 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.
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 consolidated financial statements as of December 31, 2025. Additionally, as of March 31, 2026, 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. 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 $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.
Current wording
Net cash used in operating activities was $1,311,343 for the three months ended March 31, 2026, which was mainly due to $3,403,141 of net loss, offset by $1,090,114 of options vested for stock-based compensation and $589,107 of issuance of common stock for services.
Previous 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.
Current wording
Net cash used in operating activities was $2,274,781 for the three months ended March 31, 2025, which was mainly due to $4,839,489 of net loss, offset by $1,938,500 of common stock issued for services, and $340,678 of accounts payable and accrued liabilities related parties.
Previous 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.
Current wording
There was no net cash used in investing activities for the three months ended March 31, 2026 or 2025.
Previous 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.
Current wording
During the year ended December 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, 2026 and December 31, 2025 was $0.
Previous wording
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 wording
The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028, and cash only exercise rights.
Previous wording
On April 2, 2025, MAAB converted the Debt into 333,333 shares of the Company’s common stock, at a conversion price of $1.50 per share, pursuant to the terms of such Debt, as amended on January 27, 2025. The principal balance of the note as of September 30, 2025 is $-0-.
Current wording
On April 2, 2025, MAAB converted the Debt into 333,333 shares of the Company’s common stock, at a conversion price of $1.50 per share, pursuant to the terms of such Debt, as amended on January 27, 2025. The principal balance of the note as of December 31, 2025 and March 31, 2026 is $-0-.
Previous 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.
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 conversion prices between $1.50 and $2.25 per share, pursuant to the terms of the Series B Convertible Preferred Stock.
Previous wording
On March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “Series B Designation”), to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment)(the “Conversion Price”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “Floor Price”); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock); and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches Corp. (“Mango & Peaches”), from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “Designation Amendment”).
Current wording
On March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “Series B Designation”), to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment)(the “Conversion Price”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “Floor Price”); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock); and exclude the Company’s then wholly-owned subsidiary, Mango & Peaches Corp. (“Mango & Peaches”), from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “Designation Amendment”).
Previous wording
On June 10, 2025, the Company delivered Advance Notices to the Platinum Point Capital and sold Platinum Point Capital 261,667 shares of common stock pursuant to the terms of the ELOC ranging from $1.43 to $1.79 per share for a total of $366,830, net of fees, discounts and expenses. As of September 30, 2025, the Company had received $142,261. $224,569 was collected, but not received as of September 30, 2025 and is reflected as subscription receivable.
Current wording
On June 10, 2025, the Company delivered Advance Notices to Platinum Point Capital and sold Platinum Point Capital 261,667 shares of common stock pursuant to the terms of the ELOC ranging from $1.43 to $1.79 per share for a total of $366,830, net of fees, discounts and expenses.
Previous wording
As of September 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.
Current wording
As of March 31, 2026, 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 available under the ELOC.
Previous wording
As discussed above, our current capital resources are not expected to be sufficient for us to fund operations for the next 12 months. We believe we will need to raise additional 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, if required, being raised through the offering of debt or equity, and/or through additional sales under the ELOC. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value.
Current wording
As discussed above, our current capital resources are not expected to be sufficient for us to fund operations for the next 12 months. We believe we will need to raise additional 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, if required, being raised through the offering of debt or equity. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value.
Previous wording
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our condensed consolidated financial statements:
Current wording
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:
Previous wording
Share-Based Compensation - Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, which requires recognition in the condensed consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Additionally, we used this same methodology when determining the fair value of our restricted common stock issuances to managers and other related parties.
Current wording
Share-Based Compensation - Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Additionally, we used this same methodology when determining the fair value of our restricted common stock issuances to managers and other related parties.
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. There was no material effect on the condensed consolidated financial statements for the nine months ended September 30, 2025.
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 consolidated financial statements for the year ended December 31, 2025 as a result of the adoption of this ASU.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
On December 4, 2025, the Company borrowed $75,000 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.
Current report — wording carried from elsewhere
The Promissory Note has a principal balance of $75,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) December 4, 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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
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.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Amended and Restated Convertible Promissory Note
Previous report — wording carried elsewhere
On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note (the “Agreement to Amend”), with Tiger Cub, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Tiger Cub Note into an Amended and Restated Convertible Promissory Note (the “A&R Tiger Cub Note”); and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock (the “Tiger Cub Warrants”). The Agreement to Amend included certain representations and warranties to Tiger Cub. The A&R Tiger Cub Note amended and restated the Tiger Cub Note to (a) provide Tiger Cub the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price each to the greater of (x) (1) $1.50; (2) if the A&R Tiger Cub Note was entered into prior to the close of market on the date entered into, the greater of (i) the condensed consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the last trading day prior to the date the A&R Tiger Cub Note was entered into, plus $0.125; and (3) if the A&R Tiger Cub Note was entered into after the close of market on the date entered into, the greater of (i) the condensed consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the date the A&R Tiger Cub Note was entered into, plus $0.125, and (y) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance of common stock in connection with a conversion, taking into account all securities issuable in connection therewith—which conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement.
Previous report — wording carried elsewhere
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.