MANGOCEUTICALS, INC.

Reference is made to Part I, Item 1A, “Risk Factors” included in our 2025 Annual Report for information concerning risk factors, which should be read in conjunction with the factors set forth in “Cautionary Statement Regarding Forward-Looking Information” of this Report and below (which updates one of the risk factors included in the 2025 Annual Report). There have been no material changes with respect to the risk factors disclosed in our 2025 Annual Form 10-K, except as set forth below. You should carefully consider such factors in the 2025 Annual Report and below, which could materially affect our business, financial condition or future results. The risks described in the 2025 Annual Report and below, are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

We are not currently in compliance with Nasdaq’s continued listing requirements and there is no guarantee that our common stock will continue to trade on the Nasdaq Capital Market.

Our common stock is currently listed on Nasdaq under the symbol “MGRX”. There is no guarantee that we will be able to maintain our listing on Nasdaq for any period of time. Among the conditions required for continued listing on Nasdaq, Nasdaq requires us to maintain at least $2.5 million in stockholders’ equity, $35 million in market value of listed securities, or $500,000 in net income over the prior two years or two of the prior three years, to have a majority of independent directors (subject to certain “controlled company” exemptions), to comply with certain audit committee requirements, and to maintain a stock price over $1.00 per share.

On February 4, 2026, the Company received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (the “Minimum Bid Price Requirement”). The Notification Letter did not impact the Company’s listing of its common stock on the Nasdaq Capital Market at that time. The Notification Letter stated that the Company had 180 calendar days or until August 3, 2026. To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides that if a listed company’s security fails to meet the Minimum Bid Price Requirement and (a) the Company has effected a reverse stock split over the prior one-year period; or (b) has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company is not eligible for a compliance period to address the Minimum Bid Price Requirement and will be automatically suspended from Nasdaq, subject to rights to appeal the delisting to a hearings panel. This restriction applies even if the listed company was in compliance with the Minimum Bid Price Requirement at the time of its prior reverse stock split. As a result of the above, if a listed company effects a reverse stock split but its security subsequently falls out of compliance with the Minimum Bid Price Requirement within a one-year period or has affected reverse stock splits with a cumulative ratio of 1-to-250 or more over the prior two year period, it will be issued a delisting determination rather than being granted a compliance period.

Effective on October 8, 2024 at 12:01 a.m. Eastern Time, we affected a 1-for 15 reverse stock split of our then outstanding common stock (the “October 2024 Reverse Stock Split”), to cure our non-compliance with the Minimum Bid Price Requirement. As a result, if we fail to meet the Minimum Bid Price Requirement more than one year, but before two years after the effective date of the October 2024 Reverse Stock Split (i.e., before October 8, 2026), and the cumulative ratio of the October 2024 Reverse Stock Split and any future reverse stock split is greater than 1-to-250, Nasdaq will issue a delisting notification and our common stock will be automatically suspended from trading on Nasdaq, subject to our right to appeal the delisting determination to a hearings panel, provided that our common stock will trade in the over-the-counter (OTC) market while the appeal is pending.

Separately, prior to October 8, 2026, we will be limited to a reverse stock split ratio of no more than 1-for-16 2/3 rds (which together with the October 2024 Reverse Stock Split ratio of 1-for-15, would not exceed 1-for-250, which may limit our ability to remedy our failure to regain compliance with the Minimum Bid Price Requirement as discussed above.

Separately, Nasdaq Listing Rule 5810(c)(3)(A) provides that if a listed company takes a corporate action, such as a reverse stock split, to regain compliance with the Minimum Bid Price Requirement, and that action results in the listed company falling below the threshold for another Nasdaq listing requirement (e.g., the Nasdaq Capital Market continued listing requirement that a listed company have at least 500,000 publicly held shares), the listed company will not be granted a compliance period for the new deficiency. In that case, the listed company must cure both deficiencies within the compliance period(s) applicable to the Minimum Bid Price Requirement deficiency.

Finally, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if our common stock has a closing bid price of $0.10 or less for 10 consecutive business days during any compliance period imposed as a result of noncompliance with the Minimum Bid Price Requirement, Nasdaq will issue a delisting determination; however, unlike the process as discussed above for the determination of excessive reverse stock splits, suspension of trading of our common stock will generally be stayed while any appeal is pending. Over the past 52 weeks our common stock has traded as low as $0.1620 per share.

As discussed above, we are not currently in compliance with the Minimum Bid Price Requirement and our stockholders’ equity has in the past not been above Nasdaq’s $2.5 million minimum, we may not generate over $500,000 of yearly net income moving forward, we may not maintain $35 million in market value of listed securities, we may not be able to maintain independent directors (to the extent required), and as discussed above, we do not currently have a stock price over $1.00 per share. Nasdaq’s determination that we fail to meet the continued listing standards of Nasdaq or our failure to comply with the Minimum Bid Price Requirement in the future may result in our securities being delisted from Nasdaq.

The absence of such a listing on Nasdaq may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market or the OTCID Market, where an investor may find it more difficult to sell our securities or obtain accurate quotations as to the market value of our securities. In the event our common stock is delisted from Nasdaq in the future, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the counter quotation system.

A delisting of our common stock from the Nasdaq could adversely affect our business, financial condition and results of operations and our ability to attract new investors, reduce the price at which our common stock trades, decrease, investors’ ability to make transactions in our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent in trading such shares, and reduce our flexibility to raise additional capital without overall negative effects for our stockholders.

We may be deemed to be engaged in manufacturing rather than compounding, which would subject us to more stringent regulatory requirements, and our reliance on a related-party pharmacy operating under Section 503A of the FFD&C Act exposes us to significant regulatory risk.

We depend on a related-party pharmacy to compound certain products pursuant to Section 503A of the FFD&C Act, which provides an exemption from certain requirements applicable to FDA-approved drugs only if specified conditions are satisfied. These conditions include, among others, compounding based on valid patient-specific prescriptions, limitations on the use of bulk drug substances, restrictions on compounding drugs that are essentially copies of commercially available products, and prohibitions on manufacturing or distributing compounded drugs at scale.

The FDA has recently increased scrutiny of compounding pharmacies and telehealth-related distribution models, including through warning letters, public statements and enforcement actions involving compounded drugs. Although recent FDA actions have focused on compounded GLP-1 products, the FDA has articulated broader concerns regarding whether certain business models improperly rely on the compounding framework while operating in a manner more akin to drug manufacturing. These concerns include, among others, the absence of bona fide patient-specific prescriptions, the use of bulk drug substances that may not qualify under Section 503A, compounding at scale, and marketing practices that may be misleading or that position compounded drugs as substitutes for FDA-approved products.

In addition, our model involves telehealth-enabled prescribing, which has been an area of increasing regulatory focus. Regulators, including the FDA and state medical boards, have questioned whether certain telehealth practices (particularly those involving asynchronous consultations, standardized intake forms or protocols, or limited practitioner-patient interaction) satisfy applicable requirements for establishing a valid practitioner-patient relationship and issuing a legitimate prescription. Any determination that prescriptions provided through our platform are not valid for purposes of Section 503A could result in a loss of the compounding exemption.

While we do not compound GLP-1 products, we offer compounded drugs in areas such as weight loss, hair loss and ED that may present similar regulatory considerations. There can be no assurance that the FDA or other regulatory authorities will not determine that the activities of our related-party pharmacy, or our own practices in connection with the marketing and distribution of compounded products, exceed the scope of traditional pharmacy compounding and should be subject to the FDA’s drug approval and current good manufacturing practice requirements.

If regulatory authorities were to take such a position, we or our related-party pharmacy, could be subject to enforcement actions, including warning letters, product seizures, injunctions, civil penalties or other sanctions, and could be required to modify or discontinue certain offerings. In addition, increased regulatory scrutiny or changes in applicable laws, regulations or guidance could restrict our ability, or the ability of our related-party pharmacy, to compound or offer products.

Any of the foregoing could result in increased compliance costs, operational disruptions, reputational harm and a material adverse effect on our business, financial condition and results of operations, and cause the value of our securities to decline or become worthless.