MANGOCEUTICALS, INC.
For the period ended Jun 30, 2026. Filed Aug 13, 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.
Jun 30, 2026 · Filed Aug 13, 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 2026-03-31; filed 2026-05-19.
0001493152-26-024426
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037873
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 173 previous paragraphs and 142 current paragraphs.
80 unchanged; 24 reworded; 34 added; 69 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 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 (34)
Current report
Business Combination Agreement
Current report
On July 29, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with Nuclea Energy Inc., a British Columbia corporation (“Nuclea”), the principal shareholders of Nuclea, and the principal shareholders of the Company (collectively, the “Transaction”).
Current report
Pursuant to the BCA, a newly formed subsidiary of the Company (“Amalco Sub”) will amalgamate with Nuclea under the Business Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of “ExchangeCo” (a to be formed wholly-owned subsidiary of the Company), exchangeable on a one-for-one basis for shares of the Company’s common stock (the “Exchangeable Shares”). The transaction utilizes a Canadian exchangeable share structure.
Current report
The exchange ratio is the product of (a) the fully-diluted shares of the Company divided by the fully diluted shares of Nuclea, multiplied by (b) 24. This will result (prior to the PIPE share issuance, as discussed below) in the former Nuclea shareholders holding approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with existing Company stockholders holding approximately 4%.
Current report
Until both (i) the approval of the Company’s shareholders of the issuance of the shares of common stock issuable upon exchange of the Exchangeable Shares and (ii) Nasdaq approval of the initial listing application (collectively, the “Required Approvals”) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares, together with any Company common stock issued pursuant to the Transaction, are limited to 19.99% of the outstanding Company common stock immediately prior to Closing (the “Nasdaq Cap”). Following receipt of the Required Approvals, all previously restricted rights will be unlocked.
Current report
The Transaction is structured in two stages consisting of (i) a closing (the “Closing”), which is expected to occur prior to receipt of the Required Approvals and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing (discussed below), and (ii) a completion (the “Completion”), which will occur following receipt of the Required Approvals and will permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of the Company common stock in excess of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares.
Current report
The closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following Closing, the Company will file a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion is expected to occur promptly after receipt of the Required Approvals.
Current report
The Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea shareholder approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity (“PIPE”) financing of a minimum of $15,000,000 to be funded into escrow and released at Closing; (iv) the occurrence of no material adverse effect; (v) regulatory approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable; (vi) the Company’s compliance with Nasdaq listing requirements; and (vii) execution of the Cohen Executive Agreements (as defined below).
Current report
At Closing, one Company Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following Closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided in the BCA.
Current report
The principal shareholders of Nuclea and certain of the Company’s stockholders, directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support agreements covering not less than 9,119,823 shares of the Company common stock, representing not less than approximately 50.1% of the Company’s currently issued and outstanding common stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders. The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.
Current report
Cohen Executive Agreements
Current report
As a condition to closing of the Transaction, the Company and Jacob D. Cohen, the Company’s Chief Executive Officer, entered into a release and separation agreement (the “Release and Separation Agreement”) effective as of the execution of the BCA, and, at closing, will enter into a consulting agreement (the “Consulting Agreement” and, together with the Release and Separation Agreement, the “Cohen Executive Agreements”).
Current report
Release and Separation Agreement
Current report
Pursuant to the Release and Separation Agreement, Mr. Cohen’s employment as Chief Executive Officer will terminate effective upon the closing of the Transaction (the “Separation Date”). In lieu of the change of control payment, bonus, severance payment, and health payment, due under his existing employment agreement, Mr. Cohen will receive the following, similar, but modified severance package: (a)Cash Severance: $1,500,000 payable at Closing; (b)Bonus Shares: 2,000,000 shares of the Company’s common stock issued upon execution of the Release and Separation Agreement (with such shares being issued pursuant to the Company’s equity plan and the Company’s effective registration statement on Form S-8); (c)Mango & Peaches Warrant: a cashless warrant for $10,000,000 worth of the Mango and Peaches Corp. common stock, issued upon Completion, in a form to be agreed-to by the Company and Mr. Cohen; (d)Equity Acceleration: all unvested stock options and equity awards shall vest as of the Separation Date; and (e)COBRA Benefits: 12 months of Company-paid COBRA continuation coverage. In consideration of the foregoing, Mr. Cohen has agreed to a general release of claims against the Company. Non-disparagement and restrictive covenant obligations survive the separation.
Current report
Departure of Chief Executive Officer; Appointment of President
Current report
As described above, effective upon the closing of the Transaction contemplated by the BCA, Jacob D. Cohen’s employment as Chief Executive Officer of the Company will terminate upon closing of the Transaction. Mr. Cohen’s termination is treated as a termination for Good Reason/without Cause under his existing employment agreement with the Company.
Current report
Effective upon the Separation Date, Mr. Cohen will transition to the role of President of the Company in an independent consulting capacity pursuant to a Consulting Agreement.
Current report
Post-Completion Board and Management Changes
Current report
Following receipt of the Required Approvals and the occurrence of the Completion, the individuals designated by the principal Nuclea shareholders and included as nominees for director in the registration statement on Form S-4, and approved at the Company’s stockholder meeting, will be appointed to the Company’s Board of Directors, and any then-existing directors not so approved will resign. The Company’s Board will also appoint such new executive officers as directed by the principal Nuclea shareholders, and any then-existing executive officers not so appointed will resign from their positions.
Current report
Director and Officer Equity Awards
Current report
On July 28, 2026, the Board of Directors of the Company authorized the issuance of fully vested shares of common stock under the Company’s 2022 Equity Incentive Plan (the “Plan”).
Current report
The following awards were granted: (a) Kenny Myers (Director): 100,000 shares of common stock; (b) Lorraine D’Alessio (Director): 100,000 shares of common stock; (c) Alex Hamilton (Director): 100,000 shares of common stock; and (d) Eugene Johnston (Chief Financial Officer): 100,000 shares of common stock.
Current report
Advertising and marketing expenses were $301,445 and $258,295 for the three months ended June 30, 2026 and 2025, respectively. The increase was related to testing new marketing channels and methods..
Current report
Investor relations expenses were $0 and $106,000 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to less spending on company awareness campaigns.
Current report
We had a loss from settlement of $0 and $125,625 for the three months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.
Current report
Comparison of the six months ended June 30, 2026 and 2025
Current report
We had revenues of $136,621 for the six months ended June 30, 2026, compared to revenues of $277,415 for the six months ended June 30, 2025, which decrease was due to fluctuations in third-party service provider usage, product promotions and delivery costs during the current period.
Current report
Cost of revenues was $18,655 and $43,552 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to product promotions and delivery costs during the current period.
Current report
General and administrative expenses were $1,322,668 and $2,787,804 for the six months ended June 30, 2026 and 2025, respectively, , which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.
Current report
Stock-based compensation totaled $1,740,238 and $4,165,924 (inclusive of stock issued for services and issuances of options and warrants) for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..
Current report
We had a loss from settlement of $0 and $125,625 for the six months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.
Current report
We had a net loss of $4,716,072 for the six months ended June 30, 2026, compared to a net loss of $10,255,309 for the six months ended June 30, 2025, a decrease in net loss of $5,539,237 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.
Current report
Recent Funding Transactions
Current report
June 2026 Private Placement Subscription
Removed paragraphs (69)
Previous report
Related Party Loans and Advances
Previous report
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 report
On May 2, 2025, the Company borrowed $100,000 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, as discussed in greater detail above.
Previous report
The Tiger Cub Note has a principal balance of $100,000. The Tiger Cub Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) May 2, 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.
Previous report
The Tiger Cub 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.
Previous report
The Company may prepay the Tiger Cub 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.
Previous report
The Tiger Cub 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 Tiger Cub Note as any fundraising transaction completed after the Tiger Cub Note’s effective date, other than a sale of notes on substantially similar terms as the Tiger Cub Note, undertaken primarily for the purpose of raising capital.
Previous report
In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Tiger Cub 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 Tiger Cub Note automatically increases to an amount equal to the then outstanding balance of the Tiger Cub Note, plus the Make Whole Amount.
Previous report
On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note, 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; and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock. 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 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 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
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 report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Convertible Debt
Previous report
On December 13, 2024, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd. Pursuant to the Note Purchase, Mill End Capital Ltd. (“Mill End”) purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, Inc., which entity is owned by Jacob D. Cohen, the Chairman and Chief Executive Officer of the Company (“Cohen Enterprises”), as lender, in the original amount of $150,000, in consideration for $150,000. The terms of the note remain unchanged; however, the note was no longer considered a related party note.
Previous report
On January 15, 2025, the Company entered into a Debt Conversion Agreement with Mill End. Pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $150,000 owed by the Company under the Promissory Note, into an aggregate of 100,000 shares of restricted common stock of the Company, based on an agreed conversion price of $1.50 per share. Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note.
Previous report
On January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the “1 st Amendment”) with MAAB Global Ltd. (“MAAB”). MAAB had previously purchased rights to $500,000 owed by the Company to Barstool Sports, Inc. (“Barstool” and the “Debt”) on January 10, 2025, which amount was non-interest bearing, and due pursuant to the terms of a Payment Plan Letter Agreement entered into between Barstool and the Company on August 27, 2024.
Previous report
Pursuant to the 1 st Amendment, the Company and MAAB agreed to amend the terms of the Debt to allow MAAB the right, exercisable at any time, to convert the $500,000 of Debt into shares of the Company’s common stock at a conversion price of $1.50 per share.
Previous report
As a result of the conversion of the Promissory Note, pursuant to the terms of the Debt Conversion Agreement, at a conversion price of $1.50 per share, the exercise price of those certain common stock warrants issued by the Company in connection with its December 2025 Series B Convertible Preferred Stock offering (warrants to purchase up to 1,650,000 shares of common stock with exercise prices from between $2.59 and $2.71 per share); and those certain common stock warrants to purchase 320,000 shares of common stock granted to the Purchaser in connection with the SPA (with an exercise price of $2.53 per share), were automatically re-priced pursuant to the anti-dilutive terms thereof, to have an exercise price equal to the Conversion Price of the Debt Conversion Agreement, $1.50 per share, effective upon the date of the Debt Conversion Agreement.
Previous report
Additionally, as a result of the conversion of the Promissory Note, pursuant to the terms of the Debt Conversion Agreement, at a conversion price of $1.50 per share, the conversion price of the Company’s Series B Preferred Stock was automatically adjusted, pursuant to the designation of such Series B Preferred Stock, to have a conversion price of $2.25 per share, the floor price thereunder, effective upon the date of the Debt Conversion Agreement.
Previous report
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 report
As discussed in greater detail above, the Indigo Note was amended effective on May 27, 2025, to allow Indigo to convert such note into shares of common stock of the Company at a conversion price of $1.50 per share and 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
As discussed in greater detail above, on July 21, 2025, the Company and Tiger Cub agreed to amend the $100,000 principal Tiger Cub Note to allow the conversion thereof into shares of common stock of the Company at a conversion price of $1.785 per share.
Previous report
Funding Arrangements
Previous report
Follow On Offering
Previous report
On December 15, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC (“Boustead”), as representative of the underwriters named on Schedule 1 thereto (the “Underwriters”), relating to a public offering of 266,667 shares of the Company’s common stock to the Underwriters at a purchase price to the public of $4.50 per share and also granted to the Underwriters a 45-day option to purchase up to 40,000 additional shares of its common stock, solely to cover over-allotments, if any, at the public offering price less the underwriting discounts (the “Follow On Offering”).
Previous report
The Follow On Offering closed on December 19, 2023. As a result, the Company sold 266,667 shares of its common stock for total gross proceeds of $1.2 million.
Previous report
The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and offering expenses, were approximately $1.0 million. The Company used the net proceeds from the Offering to finance the marketing and operational expenses associated with its Mango ED and GROW hair growth products, to hire additional personnel to build organizational talent, to develop and maintain software, and for working capital and other general corporate purposes.
Previous report
On December 19, 2023, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead for the purchase of 18,667 shares of common stock at an exercise price of $5.70, subject to adjustments. The warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2029, and may be exercised on a cashless basis.
Previous report
On January 18, 2024, the Underwriters notified the Company that they were exercising their over-allotment option in full to purchase an additional 40,000 shares of common stock, which sale closed on January 22, 2024. The net proceeds to the Company from the sale of the 40,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $160,000. Inclusive of the full exercise of the over-allotment option, a total of 306,667 shares of common stock were issued and sold in the Offering.
Previous report
On January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to Boustead for the purchase of 2,800 shares of common stock at an exercise price of $5.625, subject to adjustments. The warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a cashless basis.
Previous report
Effective April 5, 2024, the Company entered into a Securities Purchase Agreement (the “April 2024 SPA”) with an institutional accredited investor (the “April 2024 Purchaser”), pursuant to which the Company agreed to sell up to 1,500 shares of Series B Convertible Preferred Stock and warrants to purchase up to 220,000 shares of common stock for a total purchase price of $1.5 million, in multiple tranches, subject to certain conditions precedent. The initial closing included the sale of 500 shares of Series B Convertible Preferred Stock and warrants to purchase up to 220,000 shares of common stock for $500,000. The April 2024 SPA was later amended to revise the schedule of closings and amounts, expanding the total purchase amount to $2.5 million and the total value of preferred stock to $2.75 million (2,500 shares of Series B Convertible Preferred Stock), and up to 320,000 warrants to purchase shares of common stock.
Previous report
Subsequent closings occurred through mid-2024: the Company completed a second closing in two parts, receiving $250,000 for 250 shares of Series B Convertible Preferred Stock in April and May 2024; on June 28, 2024, the Company conducted the third closing, selling 750 shares of Series B Convertible Preferred Stock for $750,000 and issuing additional (a) warrants to purchase up to 66,667 shares of common stock at an exercise price of $7.50 per share; and (b) warrants to purchase up to 33,333 shares of common stock at an exercise price of $15.00 per share. The warrants were subject to automatic price adjustments in case of stock splits or similar corporate actions, and their price was ultimately adjusted to $1.50 per share due to such events.
Previous report
Partial closings of the fourth tranche occurred in August 2024 (500 shares of Series B Convertible Preferred Stock for $500,000) and September 2024 (250 shares of Series B Convertible Preferred Stock for $250,000), and finally in January 2025 (250 shares of Series B Convertible Preferred Stock for $250,000), totaling an additional 1,000 shares of Series B Convertible Preferred Stock for $1 million.
Previous report
Boustead Securities, LLC served as the Company’s financial advisor in connection with the April 2024 SPA and related transactions.
Previous report
During the quarter ended June 30, 2024, the April 2024 Purchaser converted a total of 355 shares of Series B Convertible Preferred Stock into 128,245 shares of common stock, pursuant to the terms of the designation of the Series B Convertible Preferred Stock. These conversions occurred at conversion prices at $3.05 per share.
Previous report
During the quarter ended September 30, 2024, the April 2024 Purchaser converted a total of 285 shares of Series B Convertible Preferred Stock into 85,927 shares of common stock, pursuant to the terms of the designation of the Series B Convertible Preferred Stock. These conversions occurred at conversion prices of between $3.21 and $4.90 per share.
Showing the first 40 of 69 passages. Open the source sections for the rest.
Reworded paragraphs (24)
Previous wording
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited condensed consolidated financial statements of the Company for the three months ended March 31, 2026 and 2025, above.
Current wording
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited condensed consolidated financial statements of the Company for the three and six months ended June 30, 2026 and 2025, above.
Previous wording
We are not aware of any clinical studies involving the administration of Enclomiphene as a RDT at the dose we provide patients, or the compounding of DHEA, Enclomiphene, and/or Pregnenolone, to treat hormone imbalances, as is contemplated by our MOJO product.
Current wording
We are not aware of any clinical studies involving the administration of Enclomiphene as an RDT at the dose we provide patients, or the compounding of DHEA, Enclomiphene, and/or Pregnenolone, to treat hormone imbalances, as is contemplated by our MOJO product.
Previous 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.
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. We are currently limiting sales of ‘PRIME’ to clients in the state of Florida, with plans to expand nationally as we grow.
Previous 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.
Current wording
We had a working capital deficit of approximately $1.2 million and working capital of $0.7 million as of June 30, 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
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 wording
We had revenues of $68,757 for the three months ended June 30, 2026, compared to revenues of $168,109 for the three months ended June 30, 2025, which decrease was mainly due to our focus on in-house website development and testing of a new TRT product in specific markets prior to full launch.
Previous 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.
Current wording
Cost of revenues was $10,437 and $18,815 for the three months ended June 30, 2026 and 2025, respectively, which decrease 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 (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.
Current wording
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $14,105 and $59,346 for the three months ended June 30, 2026 and 2025, respectively, which decrease in the current period was primarily due the decrease in revenue
Previous wording
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 wording
General and administrative expenses were $256,095 and $1,245,360 for the three months ended June 30, 2026 and 2025, respectively, which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.
Previous wording
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 wording
Salaries and benefits were $427,298 and $628,343 for the three months ended June 30, 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.
Previous 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.
Current wording
Stock-based compensation totaled $92,417 and $3,120,445 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..
Previous 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.
Current wording
We had $0 and $21,700 of interest expense for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.
Previous wording
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 wording
We had $279,891 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.
Previous 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.
Current wording
We had a net loss of $1,312,931 for the three months ended June 30, 2026, compared to a net loss of $5,415,820 for the three months ended June 30, 2025, a decrease in net loss of $4,102,889 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.
Previous 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.
Current wording
Advertising and marketing expenses were $395,518 and $540,027 for the six months ended June 30, 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 $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.
Current wording
Investor relations expenses were $0 and $1,525,000 for the six months ended June 30, 2026 and 2025, respectively, which decrease was related to a reduction in public awareness campaigns.
Previous 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.
Current wording
As of June 30, 2026, we had $228,688 of cash on-hand, compared to $1,486,338 of cash on-hand as of December 31, 2025. We also had $42 of prepaid expenses, representing payroll taxes, and $16,957 of deposits, as well as $1,292 of property and equipment, net, consisting of computers, $279,246 of right of use-asset in connection with our lease, and $13,646,570 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.
Previous wording
Cash decreased mainly due to funds used in operations with no additional fund raising during the three-month period ended March 31, 2026.
Current wording
Cash decreased mainly due to funds used in operations with limited fundraising during the six-month period ended June 30, 2026.
Previous 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.
Current wording
As of June 30, 2026, the Company had total current liabilities of $1,398,063, consisting of $889,733 of accounts payable and accrued liabilities, $6,634 of payroll tax liabilities, relating to payroll taxes that are due after June 30, 2026, $275,000 of deposit/contract liability in connection with a proposed business combination no shop provision, $28,301 of operating lease liability (current); $6,000 of amounts owed to related parties, which represented amount due to our CFO; $44,944 of notes payable related parties, which represented amounts due to our CEO and $147,451 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property. We also had $250,906 of right-of-use liability relating to operating leases as of June 30, 2026.
Previous 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.
Current wording
As of June 30, 2026, we had $14,172,795 in total assets, $1,648,969 in total liabilities, a working capital deficit of $1.2 million and a total accumulated deficit of $45.4 million.
Previous 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.
Current wording
Net cash used in operating activities was $1,571,849 for the six months ended June 30, 2026, which was mainly due to $4,716,072 of net loss, offset by $1,102,531 of options vested for stock-based compensation and $669,107 of issuance of common stock for services.
Previous 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.
Current wording
Net cash used in operating activities was $3,531,230 for the six months ended June 30, 2025, which was mainly due to $10,255,309 of net loss, offset by $5,113,591 of common stock issued for services, and $695,811 of amortization of license agreement.
Previous wording
There was no net cash used in investing activities for the three months ended March 31, 2026 or 2025.
Current wording
There was no net cash used in investing activities for the six months ended June 30, 2026 or 2025.
Previous wording
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 wording
Net cash provided by financing activities was $316,944 for the six months ended June 30, 2026 and $3,565,785 for the six months ended June 30, 2025, which for the 2025 period, was due to proceeds from the sale of common stock ($1,085,785), collection of subscriptions receivable ($1,150,000), and proceeds from the exercise of warrants ($630,000).
Previous wording
On March 20, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 80,000 shares of common stock of the Company’s restricted common stock from the Company for a total of $200,000 (or $2.50 per share). The Subscription Agreement included customary representations and warranties of the Purchaser and the Company.
Current wording
On June 29, 2026, the Company entered into a Subscription Agreement with an accredited investor, pursuant to which the investor purchased 850,000 shares of restricted common stock from the Company, for $0.32 per share, or a total of $272,000. The Subscription Agreement included customary representations and warranties of the investor and the Company and includes piggyback registration rights for a period of one year following the dates of the subscription.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $44,750 and $81,851 for the six months ended June 30, 2026 and 2025, respectively, which decrease in the current period was due to the decrease in revenue.
Current report — wording carried from elsewhere
Salaries and benefits were $774,158 and $1,254,941 for the six months ended June 30, 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 — wording carried from elsewhere
We had $0 and $8,000 of interest expense for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.
Current report — wording carried from elsewhere
We had $556,706 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.