MANGOCEUTICALS, INC.
For the period ended Dec 31, 2024. Filed Mar 20, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 20, 2025
MGRX$0.19-4.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Report:
(1) Financial Statements
| Page | |
| Index to Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm | F-1 |
| Consolidated Balance Sheets | F-2 |
| Consolidated Statements of Operations and Comprehensive Income | F-3 |
| Consolidated Statements of Shareholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
(2) Financial Statement Schedules:
Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
| Filed/ · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit · Description of · Furnished · Filing · File | |||||
| Number · Exhibit · Herewith · Form · Exhibit · Date · Number | |||||
| 3.1 | Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021 | S-1 | 3.1 | 1/13/2023 | 333-269240 |
| 3.2 | Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022 | S-1 | 3.2 | 1/13/2023 | 333-269240 |
| 3.3 | Certificate of Amendment to Certificate of Formation, as amended and restated of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 8, 2024 | 8-K | 3.1 | 10/11/2024 | 001-41615 |
| 3.4 | Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 2024 | 10-K | 3.3 | 4/1/2024 | 001-41615 |
| 3.5 | Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 2024 | 8-K | 3.1 | 4/25/2024 | 001-41615 |
| 3.6 | Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 2024 | 8-K | 3.1 | 5/2/2024 | 001-41615 |
| 3.7 | Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on June 27, 2024 | 8-K | 3.2 | 7/2/2024 | 001-41615 |
| 3.8 | Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 2025 | 8-K | 3.3 | 3/19/2025 | 001-41615 |
| 3.9 | Bylaws of Mangoceuticals, Inc. | S-1 | 3.3 | 1/13/2023 | 333-269240 |
| 3.10 | Certificate of Formation of Mango & Peaches, Inc., as filed with the Secretary of State of Texas on December 10, 2024 | 8-K | 3.1 | 12/19/2024 | 001-41615 |
| 3.11 | Certificate of Designations of Mango & Peaches Corp., Establishing the Designations, Preferences, Limitations, and Relative Rights of Its Series A Super Majority Voting Preferred Stock, filed with the Secretary of State of Texas on January 9, 2025 | 8-K | 3.1 | 1/15/2025 | 001-41615 |
| 3.12 | Bylaws of Mango & Peaches, Inc. | 8-K | 3.2 | 12/19/2024 | 001-41615 |
| 4.1 | Common Stock Purchase Warrant granted to Boustead Securities, LLC evidencing the right to acquire 87,500 shares of common stock (dated March 23, 2023) | 10-Q | 4.1 | 5/10/2023 | 001-41615 |
| 4.2 | Form of Common Stock Purchase Warrant (Investors – 2022 Private Placement) | S-1 | 4.2 | 1/13/2023 | 333-269240 |
| 4.3 | Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on December 19, 2023 | 8-K | 4.1 | 12/19/2023 | 001-41615 |
| 4.4 | Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on January 22, 2024 | 8-K | 4.1 | 1/22/2024 | 001-41615 |
| 4.5 | Common Share Purchase Warrant dated April 4, 2024, granted to Platinum Point Capital LLC | 8-K | 4.1 | 4/11/2024 | 001-41615 |
| 4.6 | Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC | 8-K | 4.1 | 7/2/2024 | 001-41615 |
| 4.7 | Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC | 8-K | 4.2 | 7/2/2024 | 001-41615 |
| 4.8 | Form of Common Share Purchase Warrant between Mangoceuticals, Inc. and the holders thereof (December 2024 Offering) | 8-K | 4.1 | 12/26/2024 | 001-41615 |
| 4.9 | Description of the Registrant’s Securities | 10-K | 4.5 | 4/1/2024 | 001-41615 |
| 10.1 | Stock Purchase Agreement between American International Holdings Corp. and Cohen Enterprises, Inc., dated June 16, 2022 | S-1 | 10.1 | 1/13/2023 | 333-269240 |
| 10.2 | Form of Subscription Agreement (2022 Private Placement) | S-1 | 10.2 | 1/13/2023 | 333-269240 |
| 10.3 | Physician Services Agreement dated August 1, 2022, between Mangoceuticals, Inc. and BrighterMD, LLC dba Doctegrity | S-1 | 10.3 | 1/13/2023 | 333-269240 |
| 10.4£ | Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc. | S-1 | 10.4 | 1/13/2023 | 333-269240 |
| 10.5# | Executive Employment Agreement dated August 31, 2022, between Mangoceuticals, Inc. and Jacob D. Cohen | S-1 | 10.5 | 1/13/2023 | 333-269240 |
| 10.6# | Mangoceuticals, Inc. 2022 Equity Incentive Plan | S-1 | 10.7 | 1/13/2023 | 333-269240 |
| 10.7# | Stock Option Agreement dated August 31, 2022 between Mangoceuticals, Inc. and Jacob D. Cohen (750,000 option shares) | S-1 | 10.8 | 1/13/2023 | 333-269240 |
| 10.8# | Consulting Agreement dated September 15, 2022, between Mangoceuticals, Inc. and Hsiaoching Chou | S-1 | 10.13 | 1/13/2023 | 333-269240 |
| 10.9# | Offer Letter dated October 1, 2022 entered into between Mangoceuticals, Inc. and Eugene M. Johnston | S-1 | 10.15 | 1/13/2023 | 333-269240 |
| 10.10# | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Dr. Kenny Myers | S-1 | 10.17 | 1/13/2023 | 333-269240 |
| 10.11# | October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Kenny Myers | S-1 | 10.18 | 1/13/2023 | 333-269240 |
| 10.12# | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Alex P. Hamilton | S-1 | 10.19 | 1/13/2023 | 333-269240 |
| 10.13# | October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Alex P. Hamilton | S-1 | 10.20 | 1/13/2023 | 333-269240 |
| 10.14# | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Lorraine D’Alessio | S-1 | 10.21 | 1/13/2023 | 333-269240 |
| 10.15# | October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Lorraine D’Alessio | S-1 | 10.22# | 1/13/2023 | 333-269240 |
| 10.16# | Master Services Agreement dated December 1, 2022, between Mangoceuticals, Inc. and Global Career Networks, Inc. | S-1 | 10.24 | 1/13/2023 | 333-269240 |
| 10.17 | Waiver Agreement dated December 30, 2022, between Mangoceuticals, Inc. and Boustead Securities, LLC | S-1 | 10.26 | 1/13/2023 | 333-269240 |
| 10.18# | Consulting Agreement dated January 3, 2023, between Mangoceuticals, Inc. and DojoLabs Group, Inc. | S-1 | 10.27 | 1/13/2023 | 333-269240 |
| 10.19# | Advisor Agreement dated January 6, 2023, between Manoletinas, Inc. and Dr. Brian Rudman | S-1 | 10.28 | 1/13/2023 | 333-269240 |
| 10.20# | Advisor Agreement dated January 6, 2023, between Mangoceuticals, Inc. and Jarrett Boon | S-1 | 10.29 | 1/13/2023 | 333-269240 |
| 10.21# | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Sultan Haroon | S-1/A | 10.31 | 1/26/2023 | 333-269240 |
| 10.22# | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and John Helfrich | S-1/A | 10.32 | 1/26/2023 | 333-269240 |
| 10.23# | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Justin Baker | S-1/A | 10.33 | 1/26/2023 | 333-269240 |
| 10.24# | Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Maja Matthews | S-1/A | 10.34 | 1/26/2023 | 333-269240 |
| 10.25 | Secured Installment Promissory Note dated November 18, 2022, between Mangoceuticals, Inc. and BPI Equipment, Inc. | S-1/A | 10.35 | 2/21/2023 | 333-269240 |
| 10.26# | Employment Agreement dated and effective May 1, 2023, by and between Mangoceuticals, Inc. and Amanda Hammer | 8-K | 10.1 | 5/4/2023 | 001-41615 |
| 10.27# | Stock Option Agreement dated May 1, 2023 between Mangoceuticals, Inc. and Amanda Hammer | 8-K | 10.2 | 5/4/2023 | 001-41615 |
| 10.28 | Service Agreement dated September 1, 2023, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc. | 8-K | 10.1 | 9/8/2023 | 001-41615 |
| 10.29£ | Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc. | 8-K | 10.2 | 9/21/2023 | 001-41615 |
| 10.30 | First Addendum to Master Services Agreement dated September 15, 2023, by and between Mangoceuticals, Inc. and Epiq Scripts, LLC | 8-K | 10.3 | 9/21/2023 | 001-41615 |
| 10.31# | Consulting Agreement dated and effective October 3, 2023, by and between Mangoceuticals, Inc. and Eugene M. Johnston | 8-K | 10.1 | 10/4/2023 | 001-41615 |
| 10.32# | Advisor Agreement dated November 1, 2023, between Mangoceuticals, Inc. and Dr. Douglas Christianson | S-1 | 10.43 | 12/11/2023 | 333-275993 |
| 10.33# | Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated November 1, 2023 between Mangoceuticals, Inc. and Dr. Douglas Christianson | S-1 | 10.44 | 12/11/2023 | 333-275993 |
| 10.34 | Marketing Agreement dated December 10, 2023, by and between Mangoceuticals, Inc. and Marius Pharmaceuticals | 8-K | 10.1 | 12/11/2023 | 001-41615 |
| 10.35# | Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 – Jacob Cohen – 1,250,000 shares | 8-K | 10.2 | 12/29/2023 | 001-41615 |
| 10.36# | Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 - Jacob Cohen - 1,250,000 shares | 8-K | 10.2 | 1/2/2024 | 001-41615 |
| 10.37# | First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan | 8-K | 10.1 | 3/26/2024 | 001-41615 |
| 10.38# | Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan | 8-K | 10.2 | 3/26/2024 | 001-41615 |
| 10.39+ | Securities Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | 8-K | 10.1 | 4/11/2024 | 001-41615 |
| 10.40+ | Equity Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | 8-K | 10.2 | 4/11/2024 | 001-41615 |
| 10.41 | Registration Rights Agreement (SPA), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | 8-K | 10.3 | 4/11/2024 | 001-41615 |
| 10.42 | Registration Rights Agreement (ELOC), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | 8-K | 10.4 | 4/11/2024 | 001-41615 |
| 10.43 | Patent Purchase Agreement dated April 24, 2024, by and between Mangoceuticals, Inc., as purchaser and Intramont Technologies, Inc., as seller | 8-K | 10.1 | 4/25/2024 | 001-41615 |
| 10.44 | Omnibus Amendment Agreement No. 1 dated June 27, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC | 8-K | 10.2 | 7/2/2024 | 001-41615 |
| 10.45 | Master Distribution Agreement dated July 2, 2024 and entered into on July 9, 2024, by and between Mangoceuticals, Inc. and ISFLST, Inc. (ISFLST) | 8-K | 10.1 | 7/11/2024 | 001-41615 |
| 10.46# | $150,000 Promissory Note issued by Mangoceuticals, Inc. in favor of Cohen Enterprises, Inc. | 8-K | 10.1 | 10/22/2024 | 001-41615 |
| 10.47# | Consulting Agreement dated November 11, 2024, and effective October 1, 2024, by and between Mangoceuticals, Inc. and Eugene M. Johnston | 8-K | 10.1 | 11/12/2024 | 001-41615 |
| 10.48 | Service Agreement dated December 2, 2024, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc. | 8-K | 10.1 | 12/6/2024 | 001-41615 |
| 10.49+ | Patent Purchase Agreement dated December 13, 2024, by and between Mangoceuticals, Inc., as purchaser and Greenfield Investments, Ltd, as seller | 8-K | 10.1 | 12/19/2024 | 001-41615 |
| 10.50 | Parent Subsidiary Contribution Agreement dated December 13, 2024, by and between Mangoceuticals, Inc. and Mango & Peaches Corp. | 8-K | 10.2 | 12/19/2024 | 001-41615 |
| 10.51£ | Amended and Restated Executive Employment Agreement dated December 13, 2024 and effective December 1, 2024, by and between Mangoceuticals, Inc. and Jacob Cohen | 8-K | 10.3 | 12/19/2024 | 001-41615 |
| 10.52 | Note Purchase Agreement dated December 13, 2024, by and between Cohen Enterprises, Inc., and Mill End Capital Ltd. | 8-K | 10.4 | 12/19/2024 | 001-41615 |
| 10.53+ | Form of Securities Purchase Agreement relating to the sale of 1,650,000 shares of Series B Convertible Preferred Stock and Warrants to Purchase 1,650,000 shares of Common Stock, between Mangoceuticals, Inc. (December 2024 Offering) | 8-K | 10.1 | 12/26/2024 | 001-41615 |
| 10.54 | Debt Conversion Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Mill End Capital Ltd. | 8-K | 10.1 | 1/21/2025 | 001-41615 |
| 10.55# | Consulting Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Antonios “Tony” Isaac | 8-K | 10.2 | 1/21/2025 | 001-41615 |
| 10.56 | August 27, 2024, Payment Plan Letter Agreement between Mangoceuticals, Inc. and Barstool Sports, Inc. relating to $516,250 of outstanding debt | 8-K | 10.1 | 1/31/2025 | 001-41615 |
| 10.57€ | January 10, 2025, Debt Purchase Agreement, between MAAB Global and Barstool Sports Inc. | 8-K | 10.2 | 1/31/2025 | 001-41615 |
| 10.58 | First Amendment to Payment Plan Letter Agreement between Mangoceuticals, Inc. and MAAB Global, dated January 27, 2025 | 8-K | 10.3 | 1/31/2025 | 001-41615 |
| 10.59 | Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (MSA) | 8-K | 10.4 | 1/31/2025 | 001-41615 |
| 10.60 | Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (Consulting Agreement) | 8-K | 10.5 | 1/31/2025 | 001-41615 |
| 10.61 | LT Global Practice Management Service Agreement dated January 28, 2025, between Mangoceuticals, Inc. and LT Global Practice Management | 8-K | 10.6 | 1/31/2025 | 001-41615 |
| 10.62 | Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor | 8-K | 10.7 | 1/31/2025 | 001-41615 |
| 10.63 | Form Common Stock Subscription Agreement (February 2025) | 8-K | 10.1 | 2/7/2025 | 001-41615 |
| 10.64# | First Amendment to Employment Agreement dated February 6, 2025, between Mangoceuticals, Inc. and Amanda Hammer | 8-K | 10.2 | 2/7/2025 | 001-41615 |
| 10.65 | February 11, 2025, Letter Amending April 24, 2024 Patent Purchase Agreement, between Mangoceuticals, Inc. and Intramont Technologies | 8-K | 10.1 | 2/12/2025 | 001-41615 |
| 10.66 | Form of Common Stock Subscription Agreement (February 2025) | 8-K | 10.2 | 2/12/2025 | 001-41615 |
| 10.67 | Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan | 8-K | 10.1 | 3/19/2025 | 001-41615 |
| 10.68 | Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan | 8-K | 10.2 | 3/19/2025 | 001-41615 |
| 14.1 | Code of Business Conduct and Ethics | S-1 | 14.1 | 1/13/2023 | 333-269240 |
| 16.1 | Letter from M&K CPAS, PLLC to the U.S. Securities and Exchange Commission dated January 26, 2023, from M&K CPAS, PLLC | S-1/A | 16.1 | 1/26/2023 | 333-269240 |
| 19.1* · Mangoceuticals, Inc. Policy on Insider Trading · X | ||||||
|---|---|---|---|---|---|---|
| 21.1* · Subsidiaries · X | ||||||
| 23.1* · Consent of Turner, Stone & Company, L.L.P. · X | ||||||
| 24.1 · Power of Attorney (included on the Signatures page of this Report on Form 10-K).* | ||||||
| 31.1* · Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | ||||||
| 31.2* · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | ||||||
| 32.1** · Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | ||||||
| 32.2** · Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | ||||||
| 99.1 | Audit Committee Charter | S-1 | 99.1 | 1/13/2023 | 333-269240 | |
| 99.2 | Compensation Committee Charter | S-1 | 99.2 | 1/13/2023 | 333-269240 | |
| 99.3 | Nominating and Corporate Governance Committee Charter | S-1 | 99.3 | 1/13/2023 | 333-269240 | |
| 99.4 | Whistleblower Protection Policy | S-1 | 99.4 | 1/13/2023 | 333-269240 | |
| 99.5 | Mangoceuticals, Inc. Advisory Board Charter, adopted January 6, 2023 | S-1 | 99.5 | 1/13/2023 | 333-269240 | |
| 97.1 | Mangoceuticals, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation | 10-Q | 10.42 | 10/27/2023 | 001-41615 | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104* | Inline XBRL for the cover page of this Transition Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set | X | ||||
- Filed herewith.
** Furnished herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.