[Cautionary Statement Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that the report contains forward-looking statements subject to various known and unknown risks and uncertainties - This report contains forward-looking statements based on current expectations, estimates, forecasts, and projections, which are subject to known and unknown risks and uncertainties[9](index=9&type=chunk) - Key risk factors include changing **inflation and interest rates**, geopolitical conflicts, intellectual property protection, funding availability, brand maintenance, cybersecurity, operational expansion, regulatory compliance, shipping delays, competition, third-party dependencies, product safety, and **stock price volatility**[10](index=10&type=chunk)[11](index=11&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) [Additional Information](index=6&type=section&id=ADDITIONAL%20INFORMATION) This section clarifies company references and trademark ownership within the report - References to 'we,' 'us,' 'our,' 'our company,' and 'MangoRx' in this report refer to Mangoceuticals, Inc. The MangoRx design logo and other trademarks are property of Mangoceuticals, Inc[22](index=22&type=chunk) [Reverse Stock Split](index=6&type=section&id=REVERSE%20STOCK%20SPLIT) This section details the 1-for-15 reverse stock split and concerns regarding potential stock manipulation - On October 7, 2024, the Board of Directors approved a **1-for-15 reverse stock split**, effective October 16, 2024[25](index=25&type=chunk)[27](index=27&type=chunk) Impact of Reverse Stock Split | Metric | Before Split | After Split (Approx.) | | :-------------------------------- | :----------- | :-------------------- | | Ratio | - | 1-for-15 | | Total Outstanding Common Shares | 35.5 million | 2.4 million | | Fractional Shares | Rounded up | No cash in lieu | | Equity Awards & Warrants | Proportionately adjusted | Exercise price increased inversely | - The Company is investigating highly irregular trading patterns and an unprecedented increase in shareholder accounts following the reverse stock split, raising concerns about potential **stock manipulation**[29](index=29&type=chunk) [PART I – FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents Mangoceuticals, Inc.'s condensed consolidated financial statements for the periods ended June 30, 2025, and 2024, along with management's discussion and analysis of financial condition and results of operations, disclosures about market risk, and controls and procedures [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), changes in stockholders' equity (deficit), and cash flows, accompanied by detailed notes explaining the company's organization, significant accounting policies, and specific financial line items [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Unaudited) | ASSETS (in $) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Cash and cash equivalents | 101,019 | 58,653 | | Total Current Assets | 117,961 | 75,595 | | Intangible assets - acquired patents and license, net | 20,694,893 | 15,232,617 | | Total Assets | 20,842,828 | 15,370,511 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in $) | | | | Total Current Liabilities | 1,600,945 | 1,425,463 | | Total Liabilities | 1,600,945 | 1,425,463 | | Total Stockholders' Equity | 19,243,064 | 13,946,129 | | Total Liabilities and Stockholders' Equity | 20,842,828 | 15,370,511 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Operations (Unaudited) | Metric (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | 168,109 | 163,163 | 277,415 | 377,258 | | Gross profit | 89,948 | 69,792 | 152,012 | 217,190 | | Total operating expenses | 5,358,443 | 2,238,433 | 10,273,696 | 4,753,448 | | Loss from operations | (5,268,495) | (2,168,641) | (10,121,684) | (4,536,258) | | Net loss | (5,415,820) | (2,391,319) | (10,255,309) | (4,758,936) | | Basic and diluted loss per share | (0.57) | (1.37) | (1.60) | (2.90) | - Net loss for the three months ended June 30, 2025, increased by **$3,024,501** compared to the same period in 2024, primarily due to increased general and administrative expenses related to intellectual property acquisitions and master distribution agreements[439](index=439&type=chunk) - Net loss for the six months ended June 30, 2025, increased by **$5,496,373** compared to the same period in 2024, driven by decreased revenue and higher general and administrative expenses related to IP acquisitions and distribution agreements[451](index=451&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This section presents the company's comprehensive loss, detailing net loss and foreign currency adjustments for the periods ended June 30, 2025, and 2024 Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | Metric (in $) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | (5,415,820) | (2,391,319) | (10,255,309) | (4,758,936) | | Foreign currency translation adjustments | 187 | (1,096) | 7,811 | (1,166) | | Comprehensive loss | (5,415,633) | (2,392,415) | (10,247,498) | (4,760,102) | [Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) This section outlines changes in the company's stockholders' equity and accumulated deficit from December 31, 2024, to June 30, 2025 - Total stockholders' equity increased from **$13,945,048** as of December 31, 2024, to **$19,241,883** as of June 30, 2025[35](index=35&type=chunk)[46](index=46&type=chunk) - Additional paid-in capital increased significantly from **$35,587,858** to **$50,794,020**, reflecting various equity issuances[35](index=35&type=chunk)[46](index=46&type=chunk) - The accumulated deficit grew from **$(20,806,595)** to **$(31,649,804)** due to ongoing net losses[35](index=35&type=chunk)[46](index=46&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash flow activities from operating, investing, and financing for the six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity (in $) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | (3,531,230) | (2,568,367) | | Net cash provided by (used in) investing activities | - | 65,000 | | Net cash provided by financing activities | 3,565,785 | 2,255,770 | | Net increase (decrease) in cash and cash equivalents | 34,555 | (247,597) | | Cash and cash equivalents, end of period | 101,019 | 490,243 | - Net cash used in operating activities increased to **$3,531,230** for the six months ended June 30, 2025, primarily due to the net loss, partially offset by non-cash expenses like common stock issued for services and amortization[461](index=461&type=chunk) - Net cash provided by financing activities significantly increased to **$3,565,785** for the six months ended June 30, 2025, driven by proceeds from subscriptions receivable, sales of preferred and common stock, warrant exercises, and notes payable[464](index=464&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS](index=14&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20THE%20BUSINESS) This note describes Mangoceuticals, Inc.'s business, product offerings, recent corporate actions, and subsidiary reorganization - Mangoceuticals, Inc. focuses on men's wellness products and services via a telemedicine platform, including compounded products for ED ('Mango'), hair loss ('Grow'), hormone balance ('Mojo'), and weight management ('Slim'), and the FDA-approved oral testosterone replacement therapy 'Prime' (Kyzatrex®)[51](index=51&type=chunk)[52](index=52&type=chunk) - The company is conducting Phase II clinical trials for patented respiratory illness prevention technology and preparing to launch plant-based skincare formulations under the Dermytol® brand in **Q3 2025**[53](index=53&type=chunk)[54](index=54&type=chunk) - A **1-for-15 reverse stock split** was effected on October 16, 2024, and the company acquired patents related to mushroom-derived compositions (Greenfield Patents) and infections prevention (Intramont IP)[57](index=57&type=chunk)[90](index=90&type=chunk)[94](index=94&type=chunk) - The company underwent a subsidiary reorganization in December 2024, contributing assets to Mango & Peaches Corp., and subsequently issued M&P Stock to CEO Jacob Cohen, giving him **75.2% voting control** over Mango & Peaches[110](index=110&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=21&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's key accounting principles, including revenue recognition, intangible asset amortization, and warrant valuation - The company operates as a **single segment**, with all assets primarily located in the United States and Mexico[115](index=115&type=chunk) - Intangible assets, including acquired patents and master distribution agreements, are amortized on a straight-line basis over their estimated useful lives (**14-17 years for patents, 3 years for distribution agreements**)[119](index=119&type=chunk)[124](index=124&type=chunk)[128](index=128&type=chunk) Intangible Assets Carrying Amount (June 30, 2025) | Asset Type | Gross Carrying Amount ($) | Accumulated Amortization ($) | Net Carrying Amount ($) | | :-------------------------------- | :------------------------ | :--------------------------- | :---------------------- | | Patents | 15,954,150 | 1,278,239 | 14,675,911 | | Master Distribution Agreements | 6,713,000 | 695,811 | 6,018,982 | - Revenue is recognized when promised goods or services are transferred to customers, with performance obligations satisfied upon delivery of products and provision of consultation services[162](index=162&type=chunk)[163](index=163&type=chunk) - The company uses the **Black-Scholes option pricing model** to determine the fair value of warrants and options issued, and classifies warrants as equity if they require physical or net-share settlement[147](index=147&type=chunk)[148](index=148&type=chunk)[290](index=290&type=chunk) [NOTE 3 – DEPOSITS](index=29&type=section&id=NOTE%203%20%E2%80%93%20DEPOSITS) This note details the company's security deposit for its office space lease - The company holds a security deposit of **$16,942** for its office space lease, unchanged as of June 30, 2025, and December 31, 2024[171](index=171&type=chunk) [NOTE 4 – PROPERTY, PLANT AND EQUIPMENT](index=29&type=section&id=NOTE%204%20%E2%80%93%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) This note details the company's property, plant, and equipment, including depreciation expense and asset disposals - Depreciation expense for the six months ended June 30, 2025, was **$502**, a decrease from **$6,224** in the prior year[172](index=172&type=chunk) - On May 15, 2024, the company disposed of **$119,819** of equipment to Epiq Scripts, LLC (a related party) for **$65,000**, resulting in a loss on sale of assets of **$18,387**[172](index=172&type=chunk) Property and Equipment, Net ($) | Category | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :------------------ | | Computers | 5,062 | 5,062 | | Equipment | - | 119,819 | | Less accumulated depreciation | (2,758) | (2,256) | | Disposed equipment | - | (119,819) | | Property and equipment, net | 2,304 | 2,806 | [NOTE 5 – LOANS FROM RELATED PARTIES](index=30&type=section&id=NOTE%205%20%E2%80%93%20LOANS%20FROM%20RELATED%20PARTIES) This note details loans from related parties, including borrowings from The Tiger Cub Trust and outstanding payments to the CEO - The company borrowed **$100,000** from The Tiger Cub Trust, controlled by CEO Jacob D. Cohen, on May 2, 2025, evidenced by an unsecured promissory note bearing **18% annual interest**[179](index=179&type=chunk) - As of June 30, 2025, **$30,000** was outstanding for payments made by CEO Jacob D. Cohen using his personal credit card for third-party vendor services[180](index=180&type=chunk) - Previous loans totaling **$150,000** from Cohen Enterprises (controlled by CEO Jacob D. Cohen) were formalized into a promissory note on October 18, 2024, and subsequently sold to a third party on December 13, 2024, ceasing to be a related party note[176](index=176&type=chunk)[178](index=178&type=chunk) [NOTE 6 – NOTES PAYABLE](index=31&type=section&id=NOTE%206%20%E2%80%93%20NOTES%20PAYABLE) This note details the company's promissory notes, including conversions to common stock and associated warrant grants - A **$150,000** promissory note purchased by Mill End Capital Ltd. from Cohen Enterprises was converted into **100,000 shares** of restricted common stock at **$1.50 per share** on January 15, 2025[182](index=182&type=chunk)[184](index=184&type=chunk) - On April 15, 2025, the company borrowed **$500,000** from Indigo Capital LP via an unsecured promissory note with an **18% annual interest rate**, which was later amended to be convertible into common stock at **$1.50 per share**[186](index=186&type=chunk)[188](index=188&type=chunk) - In connection with the Indigo Capital LP note amendment, the company granted warrants to purchase **275,482 shares** of common stock with an exercise price of **$1.815 per share**[188](index=188&type=chunk) [NOTE 7 – CAPITAL STOCK](index=32&type=section&id=NOTE%207%20%E2%80%93%20CAPITAL%20STOCK) This note details the company's common and preferred stock activity, including issuances, conversions, and warrant transactions - The company's authorized common stock is **200,000,000 shares**, with **10,644,457 shares** issued and outstanding as of June 30, 2025, up from **3,245,641 shares** at December 31, 2024[219](index=219&type=chunk) - Series B Convertible Preferred Stock shares outstanding decreased from **2,770** at December 31, 2024, to **582** at June 30, 2025, due to conversions into common stock[35](index=35&type=chunk)[191](index=191&type=chunk) - The conversion price for Series B Preferred Stock was reduced to a fixed price of **$1.50 per share**, and dividend rights were removed, effective March 17, 2025[203](index=203&type=chunk) - The company issued significant common stock for services, debt settlements, and warrant exercises during the six months ended June 30, 2025, including **1,650,000 shares** for a master service agreement and **333,333 shares** for debt settlement[45](index=45&type=chunk)[228](index=228&type=chunk)[253](index=253&type=chunk) Common Stock Warrants Activity | Metric | Warrants (Shares) | Weighted Average Exercise Price Per Share ($) | | :-------------------------------- | :---------------- | :-------------------------------------------- | | Outstanding, December 31, 2024 | 940,333 | 5.08 | | Granted (6 months ended June 30, 2025) | 1,432,709 | 1.50 | | Exercised (6 months ended June 30, 2025) | 1,227,143 | 1.50 | | Outstanding, June 30, 2025 | 1,145,899 | 4.04 | [NOTE 8 – GOING CONCERN](index=47&type=section&id=NOTE%208%20%E2%80%93%20GOING%20CONCERN) This note addresses the company's ability to continue as a going concern due to recurring losses and the need for additional capital - The company reported a net loss of **$10,255,309** for the six months ended June 30, 2025, and an accumulated deficit of **$31,649,804**, raising substantial doubt about its ability to continue as a going concern[317](index=317&type=chunk) - Additional capital is needed to fund operations for the next **12 months** and execute its business plan, with no assurance of obtaining financing on favorable terms[317](index=317&type=chunk) [NOTE 9 – COMMITMENTS AND CONTINGENCIES](index=48&type=section&id=NOTE%209%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's legal settlements, ongoing arbitration, related party agreements, and lease liabilities - The company settled a complaint with Eli Lilly and Company for false advertising, agreeing to pay **$20,000** and cease marketing Tirzepatide-based 'TRIM' products[323](index=323&type=chunk) - Boustead Securities initiated an arbitration action claiming over **$1,000,000** in fees and warrants, which the company intends to vigorously defend against[322](index=322&type=chunk) - The company entered into an LT Global Practice Management Service Agreement with an entity owned by the CEO's wife, for virtual professional services[329](index=329&type=chunk) - CEO Jacob D. Cohen's employment agreement was amended to increase his base salary to **$420,000 per year** and monthly allowances, and to provide a bonus of **3,192,906 shares** of Mango & Peaches common stock[332](index=332&type=chunk) - Operating lease liabilities for office space totaled **$30,117** as of June 30, 2025, with an associated right-of-use asset of **$27,670**[337](index=337&type=chunk)[338](index=338&type=chunk) [NOTE 10 – SUBSEQUENT EVENTS](index=50&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events occurring after the reporting period, including resignations, debt conversions, and agreement rescissions - President and Director Antonios Isaac resigned from the Board of Directors on **July 1, 2025**[339](index=339&type=chunk) - Indigo Capital LP converted its **$500,000** promissory note and **$90,000** accrued interest into **393,333 shares** of common stock on **July 16, 2025**[342](index=342&type=chunk) - The Master Distribution Agreement with Navy Wharf, Ltd. for Diabetinol® was mutually rescinded on **July 30, 2025**, resulting in the cancellation of **1,000,000** previously issued shares[346](index=346&type=chunk) - The Tiger Cub Trust's **$100,000** promissory note was amended on **July 21, 2025**, to be convertible into common stock at **$1.785 per share**, and warrants to purchase **50,000 shares** were granted[343](index=343&type=chunk)[344](index=344&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, and capital resources, comparing the three and six months ended June 30, 2025, and 2024. It also outlines the company's operational plans, recent material events, and critical accounting policies [General](index=51&type=section&id=General) This subsection provides general context for the management discussion, including forward-looking statements and SEC filings - The discussion includes forward-looking statements and relies on estimates and judgments that affect reported financial amounts[348](index=348&type=chunk)[349](index=349&type=chunk) - The company files annual, quarterly, and current reports with the SEC, accessible on its website and the SEC's internet site[353](index=353&type=chunk) [Overview](index=53&type=section&id=Overview) This subsection provides an overview of the company's telehealth platform, product offerings, and ongoing development initiatives - The company connects consumers to licensed healthcare professionals via its MangoRx.com website for telehealth services, focusing on men's wellness products for erectile dysfunction ('Mango'), hair loss ('Grow'), hormone balance ('Mojo'), and weight management ('Slim')[358](index=358&type=chunk) - Compounded products are produced by Epiq Scripts, a related party compounding pharmacy, and are **not FDA-approved**, operating under a Section 503A exemption of the FFDCA Act[359](index=359&type=chunk)[362](index=362&type=chunk)[366](index=366&type=chunk)[369](index=369&type=chunk)[375](index=375&type=chunk) - The company also markets 'PRIME' by MangoRx, powered by Kyzatrex®, an **FDA-approved** oral Testosterone Replacement Therapy (TRT) product[376](index=376&type=chunk) - Ongoing Phase II clinical trials are evaluating patented respiratory illness prevention technology, and a marketing strategy is being developed for Dermytol® plant-based skincare formulations, both expected to commence operations in **Q3 2025**[377](index=377&type=chunk)[378](index=378&type=chunk) [Recent Events](index=55&type=section&id=Recent%20Events) This subsection highlights recent corporate developments, including agreement rescissions, licensing deals, and subsidiary equity issuances - The Master Distribution Agreement with Navy Wharf, Ltd. for Diabetinol® was mutually rescinded on **July 30, 2025**, leading to the cancellation of **1,000,000** previously issued shares without material early termination penalties[382](index=382&type=chunk)[383](index=383&type=chunk) - Multiple agreements, including the ArcStone Consulting Agreement, Smokeless IP Purchase Agreement, and Strategem Consulting Agreement, were mutually rescinded on **May 22, 2025**, with **50,000 ArcStone Shares** retained for services rendered[391](index=391&type=chunk)[392](index=392&type=chunk) - MangoRx IP Holdings, LLC granted PrevenTech Solutions, LLC exclusive worldwide licensing and distribution rights for respiratory illness prevention technology, with PrevenTech agreeing to pay **10% of net sales revenue**[393](index=393&type=chunk)[394](index=394&type=chunk) - Mango & Peaches Corp. issued **4,892,906 common shares** and **100 Series A Super Majority Voting Preferred Stock shares** to CEO Jacob Cohen, granting him **75.2% voting control** over the subsidiary[405](index=405&type=chunk)[406](index=406&type=chunk) - Mango & Peaches Corp. designated **1,000,000 shares** of **6% Series B Convertible Cumulative Preferred Stock**, with dividend rights, liquidation preference, and conversion rights into common stock at **$1.50 per share**[409](index=409&type=chunk)[410](index=410&type=chunk)[413](index=413&type=chunk)[414](index=414&type=chunk) [Plan of Operations](index=62&type=section&id=Plan%20of%20Operations) This subsection outlines the company's future operational strategies, including funding needs, growth initiatives, and strategic review processes - The company anticipates needing additional funding within the next **12 months** to sustain current operations, cover public company costs, and potentially expand through acquisitions[424](index=424&type=chunk) - The operational plan focuses on maintaining marketing and management strategies, providing quality products, expanding organically, and identifying acquisition targets in the technology, health, and wellness sectors[425](index=425&type=chunk)[426](index=426&type=chunk) - The Board of Directors initiated a strategic review process in **October 2024** to evaluate potential mergers, acquisitions, divestitures, and other transactions to maximize shareholder value[428](index=428&type=chunk) [Results of Operations](index=63&type=section&id=Results%20of%20Operations) This subsection analyzes the company's financial performance, comparing revenues, expenses, and net loss for the three and six months ended June 30, 2025, and 2024 Financial Performance Comparison (Three Months Ended June 30) | Metric (in $) | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | :--------- | | Revenues | 168,109 | 163,163 | 4,946 | 3.03% | | Gross profit | 89,948 | 69,792 | 20,156 | 28.88% | | General and administrative expenses | 1,245,360 | 850,704 | 394,656 | 46.39% | | Salaries and benefits | 628,343 | 259,105 | 369,238 | 142.58% | | Advertising and marketing | 258,295 | 229,244 | 29,051 | 12.67% | | Investor relations | 106,000 | 40,000 | 66,000 | 165.00% | | Stock-based compensation | 3,120,445 | 859,380 | 2,261,065 | 263.10% | | Net loss | (5,415,820) | (2,391,319) | (3,024,501) | 126.48% | Financial Performance Comparison (Six Months Ended June 30) | Metric (in $) | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :------- | :------- | :--------- | :--------- | | Revenues | 277,415 | 377,258 | (99,843) | -26.47% | | Gross profit | 152,012 | 217,190 | (65,178) | -30.01% | | General and administrative expenses | 2,787,804 | 1,622,662 | 1,165,142 | 71.81% | | Salaries and benefits | 1,254,941 | 552,314 | 702,627 | 127.21% | | Advertising and marketing | 540,027 | 1,081,627 | (541,600) | -50.07% | | Investor relations | 1,525,000 | 183,000 | 1,342,000 | 733.33% | | Stock-based compensation | 4,165,924 | 1,313,845 | 2,852,079 | 217.08% | | Net loss | (10,255,309) | (4,758,936) | (5,496,373) | 115.49% | - The decrease in six-month revenues was mainly due to issues with the transition and migration to a new telehealth platform[441](index=441&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) This subsection discusses the company's cash position, working capital, funding needs, and recent financing activities Key Financial Position Metrics ($) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Cash on-hand | 101,019 | 58,653 | | Total Current Liabilities | 1,600,945 | 1,425,463 | | Working Capital Deficit | (1,483,004) | (1,349,868) | | Total Accumulated Deficit | (31,649,804) | (20,806,595) | - Cash increased primarily due to financing activities, including stock sales for cash and notes payable to third parties and related parties[454](index=454&type=chunk) - The company has experienced recurring net losses and anticipates substantial operating expenses, requiring additional funding through equity or debt, which may cause significant dilution[458](index=458&type=chunk) - The Equity Purchase Agreement (ELOC) with the April 2024 Purchaser, which committed up to **$25 million**, has no more shares available for sale as of June 30, 2025, after selling **666,667 shares** for **$1,787,580**[505](index=505&type=chunk)[510](index=510&type=chunk) - Various private sales of Series B Preferred Stock and common stock occurred in late 2024 and early 2025, involving institutional accredited investors and warrants with anti-dilution provisions[511](index=511&type=chunk)[514](index=514&type=chunk) [Critical Accounting Policies and Estimates](index=74&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This subsection describes the company's critical accounting policies, particularly for share-based compensation and warrant classification - Critical accounting policies include share-based compensation, which requires estimating the fair value of common stock underlying awards and warrants using the **Black-Scholes option pricing model**[531](index=531&type=chunk)[532](index=532&type=chunk) - Warrants are classified as equity if they require physical or net-share settlement, or if the company has a choice of net-cash settlement or settlement in its own shares[533](index=533&type=chunk)[534](index=534&type=chunk) [JOBS Act and Recent Accounting Pronouncements](index=75&type=section&id=JOBS%20Act%20and%20Recent%20Accounting%20Pronouncements) This subsection addresses the company's status as an emerging growth company and its evaluation of recent accounting pronouncements - As an 'emerging growth company,' the company has elected to use the extended transition period for complying with new or revised accounting standards[535](index=535&type=chunk) - Recent FASB ASUs include improvements to reportable segment disclosures (ASU 2023-07) and income tax disclosures (ASU 2023-09), which the company is evaluating for adoption[538](index=538&type=chunk)[539](index=539&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Mangoceuticals, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[540](index=540&type=chunk) [Item 4. Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. Minor changes were implemented in internal control over financial reporting, including new procedures for reviewing journal entries and documenting order details for system migration - Disclosure controls and procedures were evaluated and deemed effective as of **June 30, 2025**[541](index=541&type=chunk) - Changes in internal control over financial reporting include adding procedures to review journal entries before posting to the general ledger and implementing procedures for future system migration to ensure data security and availability[542](index=542&type=chunk) [PART II - OTHER INFORMATION](index=77&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers additional non-financial information, including legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the report [Item 1. Legal Proceedings](index=77&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a settled false advertising complaint with Eli Lilly and an ongoing arbitration action with Boustead Securities. Management believes the ultimate resolution of these matters will not have a material adverse effect on the company's financial condition - The company settled a false advertising complaint with Eli Lilly and Company, agreeing to pay **$20,000** and cease marketing Tirzepatide-based 'TRIM' products[323](index=323&type=chunk) - Boustead Securities initiated an arbitration action claiming over **$1,000,000** in fees and warrants, which the company believes is without merit and intends to vigorously defend[322](index=322&type=chunk) [Item 1A. Risk Factors](index=77&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the comprehensive risk factors detailed in the company's 2024 Annual Report on Form 10-K, stating that no material changes have occurred since that filing. Investors are advised to consider these factors, along with forward-looking statements, as they could significantly impact the business - No material changes have occurred with respect to the risk factors disclosed in the **2024 Annual Report on Form 10-K**[549](index=549&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=77&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details unregistered sales of equity securities during the quarter ended June 30, 2025, including common stock issuances from Series B Convertible Preferred Stock conversions, consulting agreements, and warrants granted, all claimed as exempt from registration under Section 3(a)(9) or Section 4(a)(2) and/or Rule 506 of the Securities Act - **350 shares** of Series B Convertible Preferred Stock were converted into **256,667 shares** of common stock at **$1.50 per share** on **April 3, 2025**, exempt under Section 3(a)(9) of the Securities Act[550](index=550&type=chunk)[551](index=551&type=chunk) - **28,260 shares** of common stock, valued at **$45,216**, were issued for financial advisory services on **April 8, 2025**[552](index=552&type=chunk) - **100,000 shares** of common stock, valued at **$257,000**, were issued for financial advisory services on **April 18, 2025**[554](index=554&type=chunk) - Warrants to purchase **275,482 shares** of common stock with an exercise price of **$1.815 per share** were granted to Indigo Capital LP on **May 27, 2025**[555](index=555&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[558](index=558&type=chunk) [Item 4. Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Mangoceuticals, Inc - This item is not applicable to the company[559](index=559&type=chunk) [Item 5. Other Information.](index=78&type=section&id=Item%205.%20Other%20Information.) This section incorporates by reference the disclosures regarding unregistered sales of equity securities and use of proceeds from Item 2 of Part II - Information regarding unregistered sales of equity securities and use of proceeds from Item 2 of Part II is incorporated by reference[560](index=560&type=chunk) [Item 6. Exhibits](index=79&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certificates of designation, common stock purchase warrants, master distribution agreements, promissory notes, and various certifications required by the Sarbanes-Oxley Act - Exhibits include the Certificate of Designations for Mango & Peaches Corp.'s **6% Series B Convertible Preferred Stock**, various Common Stock Purchase Warrants, and Master Distribution Agreements[562](index=562&type=chunk)[563](index=563&type=chunk) - Promissory notes and amendments, such as those with Indigo Capital LP and The Tiger Cub Trust, are also filed as exhibits[562](index=562&type=chunk)[563](index=563&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included[563](index=563&type=chunk)

Core Viewpoint - Mangoceuticals, Inc. has announced promising results from field studies of its antiviral compound MGX-0024, which demonstrated 100% survival in chickens against respiratory diseases, indicating a potential breakthrough in poultry health management [1][3]. Group 1: Study Results - In the first study, 8,000 chickens treated with MGX-0024-infused water experienced significantly lower mortality rates, with about 50 deaths per day compared to 200 deaths per day in an untreated control group [2]. - The second study involved 10,000 chicks treated from 7 days old, resulting in no deaths from respiratory diseases, while a control farm experienced an expected mortality rate of 50% [2][3]. - MGX-0024 is a blend of natural polyphenols and zinc, recognized as safe, and is being evaluated for its efficacy against avian flu in collaboration with research organizations [2][4]. Group 2: Market Potential and Regulatory Engagement - The company is moving quickly to bring MGX-0024 to market, scaling production and engaging with large-scale farms in the US, UK, Canada, and Australia for pilot deployments [5]. - Mangoceuticals is also working with regulatory authorities to secure approvals for MGX-0024 as a frontline defense against respiratory diseases and zoonotic threats [5][6]. - The company aims to meet the rising demand for antibiotic-free poultry, aligning with global antibiotic restrictions, which could drive revenue through partnerships and licensing agreements [4][6][7]. Group 3: Future Plans and Collaborations - Additional field studies are planned to further validate the efficacy of MGX-0024, particularly in regions with known H5N1 presence [5]. - The company is pursuing US federal funding to support the global rollout of MGX-0024, indicating a strategic approach to enhance its market presence [6]. - The CEO expressed optimism about collaborating with farms and health leaders worldwide to establish MGX-0024 as a global standard in poultry farming [7].

[PART I – FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section details the company's financial performance, condition, and internal controls for the quarter ended March 31, 2025 [Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for Q1 2025 show a significant increase in net loss and cash burn, driven by higher operating expenses and asset acquisitions, leading to a 'going concern' warning - The company's independent auditors have issued a 'going concern' opinion, citing a net loss of **$4.8 million** for the quarter, an accumulated deficit of **$25.9 million**, and the need to raise additional capital to fund operations for the next twelve months[313](index=313&type=chunk) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets significantly increased to $21.8 million by March 31, 2025, primarily due to intangible asset acquisitions, funded by a substantial rise in stockholders' equity Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | $176,652 | $75,595 | | **Intangible assets, net** | $21,530,875 | $15,232,617 | | **Total Assets** | **$21,753,857** | **$15,370,511** | | **Total Current Liabilities** | $1,503,196 | $1,425,463 | | **Total Liabilities** | **$1,503,196** | **$1,425,463** | | **Total Stockholders' Equity** | **$20,250,661** | **$13,945,048** | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenues decreased by 49% in Q1 2025, leading to a more than doubled net loss of $4.8 million due to sharply increased operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Revenues | $109,306 | $214,095 | | Gross Profit | $62,064 | $147,398 | | Total Operating Expenses | $4,915,253 | $2,515,015 | | Loss from Operations | ($4,853,189) | ($2,367,617) | | **Net Loss** | **($4,839,489)** | **($2,367,617)** | | **Basic and Diluted Loss Per Share** | **($1.29)** | **($1.50)** | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly increased to $2.3 million in Q1 2025, largely offset by financing activities, resulting in a low cash balance Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($2,274,781) | ($991,131) | | Net Cash Provided by Financing Activities | $2,285,000 | $267,500 | | **Cash and Cash Equivalents, End of Period** | **$76,496** | **$15,305** | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant corporate actions including a reverse stock split, dilutive financing, major IP acquisitions, ongoing litigation, and a 'going concern' warning - On October 16, 2024, the company completed a **1-for-15 reverse stock split** of its common stock[56](index=56&type=chunk) - The company is engaged in litigation with Eli Lilly and Company concerning allegations of false and misleading advertising for its 'TRIM' product[316](index=316&type=chunk) - In March 2025, the terms of the Series B Convertible Preferred Stock were amended to reduce the conversion price to a fixed **$1.50 per share** and remove dividend rights[83](index=83&type=chunk)[196](index=196&type=chunk) - Subsequent to the quarter end, on May 13, 2025, the company's subsidiary, Mango & Peaches Corp., issued stock to CEO Jacob Cohen, giving him **49%** of the common stock and **51%** of the total vote via Series A Super Majority Voting Preferred Stock, resulting in **75.2%** voting control over the subsidiary[350](index=350&type=chunk)[351](index=351&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Q1 2025 revenue decline and widened net loss, highlighting critical liquidity issues, insufficient capital for future operations, and ongoing evaluation of strategic alternatives Results of Operations Comparison (Q1 2025 vs Q1 2024) | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change Driver | | :--- | :--- | :--- | :--- | | Revenues | $109,306 | $214,095 | Decrease due to telehealth platform migration issues | | General & Admin Expenses | $1,540,651 | $771,958 | Increase due to legal and IP acquisition costs | | Advertising & Marketing | $281,732 | $852,383 | Decrease due to focus on internal software development | | Investor Relations | $1,419,000 | $143,000 | Increase due to expanded public awareness efforts | | **Net Loss** | **($4,839,489)** | **($2,367,617)** | Increased loss from lower revenue and higher operating expenses | - The company had a working capital deficit of **$1.36 million** as of March 31, 2025, and management states that current cash and expected revenues are insufficient to fund operations for the next 12 months[395](index=395&type=chunk)[413](index=413&type=chunk) - In October 2024, the Board initiated a process to evaluate strategic alternatives, including potential mergers, acquisitions, divestitures, and other key transactions to maximize shareholder value[399](index=399&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, Mangoceuticals, Inc. is exempt from the requirement to provide disclosures about market risk[492](index=492&type=chunk) [Controls and Procedures](index=70&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective[493](index=493&type=chunk) - During the quarter, the company added procedures to review journal entries before posting and is implementing new procedures to secure data during future system migrations[494](index=494&type=chunk) [PART II - OTHER INFORMATION](index=71&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered equity sales, and other material subsequent events [Legal Proceedings](index=71&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings, including a complaint from Eli Lilly regarding product advertising and a recent settlement with 1800 Diagonal Lending, LLC - Eli Lilly and Company filed a complaint against Mangoceuticals on October 31, 2024, for false and misleading advertising in connection with the Company's TRIM product[316](index=316&type=chunk) - On May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release with 1800 Diagonal Lending, LLC, issuing **62,500 shares** of restricted common stock to settle claims[319](index=319&type=chunk)[349](index=349&type=chunk) [Risk Factors](index=71&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K - The company states there have been no material changes to the risk factors disclosed in its 2024 Annual Report on Form 10-K[498](index=498&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds.](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company issued unregistered equity securities through preferred stock conversions and common stock for consulting services, claiming exemptions from public offering registration - On April 3, 2025, **350 shares** of Series B Preferred Stock were converted into **256,667 shares** of common stock at a conversion price of **$1.50 per share**, claimed as exempt under Section 3(a)(9)[499](index=499&type=chunk)[500](index=500&type=chunk) - In April 2025, the company issued a total of **128,260 shares** of common stock to two separate consulting firms for financial advisory and investor awareness services, claiming exemption under Section 4(a)(2) and/or Rule 506[501](index=501&type=chunk)[502](index=502&type=chunk)[503](index=503&type=chunk) [Other Information.](index=72&type=section&id=Item%205.%20Other%20Information.) This section discloses recent material events, including a new distribution agreement and the CEO gaining significant voting control over a key subsidiary - On May 14, 2025, the company's subsidiary, MangoRx IP Holdings, entered into a Master Distribution Agreement with PrevenTech Solutions, granting exclusive worldwide licensing and distribution rights for its respiratory illness prevention technology in exchange for a **10% royalty** on net sales[509](index=509&type=chunk)[510](index=510&type=chunk) - On May 13, 2025, CEO Jacob Cohen was issued stock in the subsidiary Mango & Peaches Corp., giving him **49%** of its common stock and **75.2%** of its voting control through super-voting preferred shares[512](index=512&type=chunk)[513](index=513&type=chunk) [Exhibits](index=73&type=section&id=Item%206.%20Exhibits) This section provides a comprehensive list of all exhibits filed with the report, including various agreements and officer certifications

Industry Overview - The oral stimulant pouch market is identified as a rapidly emerging, multi-billion dollar sector within the health and wellness consumer industry [1] - The market is characterized by high growth potential, driven by increasing consumer demand for innovative health products [1] Company Focus: Mangoceuticals, Inc. - Mangoceuticals, Inc. is highlighted as a key player in the oral stimulant pouch market, strategically positioned to leverage its proprietary science and intellectual property [2] - The company has acquired exclusive North American rights to Diabetinol, a clinically validated supplement for prediabetes and Type II diabetes, which supports future product development in oral pouches [2][9] - Mangoceuticals has appointed Tim Corkum, a veteran with 20 years of experience at Philip Morris International, as President of the Pouch Division to lead its expansion efforts [3] Market Position and Strategy - Mangoceuticals is noted as one of the few publicly listed companies entering the oral stimulant category at scale, with a strong IP portfolio and a tight float [4] - The company is well-positioned to execute an aggressive, asset-light roll-up strategy in the rapidly expanding sector, capitalizing on significant market opportunities [4]

Core Insights - ArcStone Securities and Investments Corp. serves as the exclusive financial advisor to Mangoceuticals Inc. in its acquisition of Smokeless Technology Corp., marking Mangoceuticals' entry into the high-growth oral stimulant pouch sector [1][2][3] - The acquisition enhances Mangoceuticals' capabilities in the consumer-packaged goods sector, targeting various demographics including athletes and Gen Z consumers seeking healthier alternatives [3][6] - The transaction is expected to position Mangoceuticals as a leader in the next-generation health and wellness delivery market, leveraging Smokeless Tech's intellectual property and formulations [6][7] Company Overview - Mangoceuticals Inc. is focused on launching high-impact pouches and aims to disrupt traditional wellness delivery methods with "better-for-you" energy solutions [6][7] - The company is set to benefit from the expertise of Tim Corkum, a veteran from Philip Morris International, who will lead the new Pouch Division [4][5] - The acquisition positions Mangoceuticals as one of the few public companies in the functional wellness and oral delivery market, appealing to both institutional and retail investors [8] Strategic Implications - The deal signifies a transformational step for Mangoceuticals, aligning with the trend towards on-the-go, clinically informed wellness solutions [7] - ArcStone's role underscores its expertise in cross-border M&A, particularly in the health and wellness sectors, enhancing its reputation in the financial advisory landscape [3][9] - The combined entity will focus on sourcing disruptive ingredients and proprietary formulations, aiming to lead in the wellness delivery category [6][7]

Core Viewpoint - Mangoceuticals Inc. has entered into an Intellectual Property Purchase Agreement to acquire Smokeless Technology Corp., marking a strategic expansion into the oral pouch delivery market, which is rapidly growing in the consumer wellness and alternative nicotine sectors [1][2]. Company Overview - Mangoceuticals focuses on developing, marketing, and selling health and wellness products through a secure telemedicine platform under the brands MangoRx and PeachesRx [1][10]. - The company aims to integrate Smokeless Tech's stimulant formulations with pharmaceutical ingredients to enhance its product offerings [2][5]. Market Insights - The U.S. nicotine pouch market reached $3.13 billion in 2024, with Zyn as the category leader at over $1.6 billion in sales [3]. - The global oral pouch market is projected to exceed $37.34 billion by 2032, indicating significant growth potential for functional wellness pouches [3]. Strategic Growth Plans - The acquisition is expected to unlock new growth phases for Mangoceuticals, aligning with the company's mission to develop health and wellness products with executable business models [4]. - The company plans to leverage its established distribution network and upcoming product launches, such as Diabetinol, to enhance its market position [6]. Leadership Enhancement - Tim Corkum, a veteran in Consumer Packaged Goods, has joined the management team to drive the development of new non-pharmaceutical and nutraceutical products [4][5][8]. - Corkum's experience includes leadership roles at JUUL Labs Canada and Philip Morris International, focusing on smoke-free initiatives and business development [8][9].

Core Insights - Mangoceuticals, Inc. has secured exclusive licensing and distribution rights for Diabetinol® in the U.S. and Canada, targeting the pre-diabetic and weight loss markets [1][3] - Diabetinol® is a patented plant-based nutraceutical derived from citrus peel, clinically shown to improve insulin sensitivity and metabolic health [2][6] - The product aims to address the growing diabetes crisis, with over 30 million Americans suffering from type 2 diabetes and 97.6 million adults having prediabetes [4][5] Market Opportunity - The addressable market for diabetes and metabolic health solutions is valued at $33.66 billion [3] - U.S. diabetes-related healthcare costs exceed $400 billion annually, while global spending on weight loss and blood sugar-lowering medications is projected to surpass $131 billion by 2028 [5] - There is a significant demand for affordable metabolic health solutions, as many individuals discontinue second-line therapies due to cost or tolerability [5][6] Product Details - Diabetinol® will be available in various consumer-friendly formats, including capsules, beverages, pouches, cookies, and gummies [7] - The product is designed to deliver consistent clinical levels of active ingredients and will be marketed through direct-to-consumer online initiatives and retail outlets [7] Clinical Support - Clinical studies indicate that Diabetinol® can significantly improve health markers in patients with type 2 diabetes or prediabetes, including reductions in Hemoglobin A1c and improvements in cholesterol and blood pressure levels [12] - In a pilot study, Diabetinol® reduced peak postprandial blood glucose by approximately 50 mg/dL, which is clinically meaningful for managing glucose metabolism [11] Strategic Vision - The introduction of Diabetinol® aligns with the company's mission to provide safe and accessible wellness solutions amid a growing public demand for natural health products [10] - The product reflects a shift towards preventive, plant-based solutions in healthcare, as emphasized by health leaders [10]

Financial Performance - Mangoceuticals, Inc. reported revenues of $615,873 for the year ended December 31, 2024, a decrease of 15.8% compared to $731,493 for the year ended December 31, 2023[604]. - The company's gross profit for 2024 was $379,964, down from $431,501 in 2023, reflecting a gross margin decline[604]. - Total operating expenses decreased to $8,351,957 in 2024 from $9,650,391 in 2023, indicating a reduction of approximately 13.4%[604]. - The net loss for the year ended December 31, 2024, was $8,707,226, compared to a net loss of $9,212,417 in 2023, showing an improvement of about 5.5%[604]. - The basic and diluted loss per share improved to $(4.84) in 2024 from $(8.58) in 2023, reflecting a reduction in loss per share[604]. - Cash used in operating activities for the year ended December 31, 2024, was $4,863,776, an improvement from $6,997,375 in the previous year[616]. - The net loss for the year ended December 31, 2024, was $8,707,226, compared to a net loss of $9,212,417 for the year ended December 31, 2023, indicating a reduction in losses by approximately 5.5%[616]. Cash and Assets - Cash equivalents decreased significantly from $739,006 in 2023 to $58,653 in 2024, a decline of approximately 92.1%[602]. - Total assets increased to $15,370,511 as of December 31, 2024, compared to $1,050,793 in 2023, representing a substantial growth[602]. - The cash and cash equivalents at the end of the period for December 31, 2024, were $58,653, down from $739,006 at the beginning of the period[616]. - As of December 31, 2024, the Company reported total cash of $58,653, down from $739,006 as of December 31, 2023[677]. Financing Activities - The company raised $2,650,000 from the issuance of preferred stock for cash during the year ended December 31, 2024[616]. - The company’s total cash provided by financing activities was $4,128,268 for the year ended December 31, 2024, compared to $7,057,040 in the previous year[616]. - The Company completed an initial public offering in March 2023, issuing 83,333 shares at $60.00 per share, resulting in net proceeds of $4.35 million[624]. - The Follow On Offering closed on December 19, 2023, raising total gross proceeds of $1.2 million from the sale of 266,667 shares at $4.50 per share[631]. - The net proceeds from the Follow On Offering were approximately $1.0 million, allocated for marketing, operational expenses, and working capital[632]. Intangible Assets and Patents - The company has intangible assets of $15,232,617 related to acquired patents as of December 31, 2024[602]. - The Company entered into a Patent Purchase Agreement with Intramont Technologies for patents related to infection prevention, paying $20,000,000, which included 980,000 shares of Series C Convertible Preferred Stock valued at $19,600,000 and $400,000 in cash[649]. - The Company acquired patents from Greenfield Investments for $1,344,150, issuing 515,000 shares of common stock as payment[651]. - As of December 31, 2024, the carrying amount of patents is $15,232,617, with a gross carrying amount of $15,954,150 and accumulated amortization of $721,533[667]. - Amortization expense for the year ended December 31, 2024, was $721,533, with estimated amortization expenses of $1,122,639 for the next five years[668]. - The Company performed annual impairment testing for intangible assets, with no impairment losses recognized for the year ended December 31, 2024[668]. Operational Developments - The Company has developed and marketed a range of men's wellness products, including brands for erectile dysfunction, hair loss, hormone balance, and weight management[619]. - The Company is conducting Phase II clinical trials for its patented respiratory illness prevention technology, with completion expected in Q2 2025[621]. - The Company is preparing to launch its Dermytol brand targeting skin conditions, with operations expected to commence in Q3 2025[622]. Stock and Equity Transactions - The Company executed a 1-for-15 reverse stock split on October 16, 2024, with no effect on the par value or authorized shares[625]. - The Company sold 1,500 shares of Series B Convertible Preferred Stock for $1,650,000, along with warrants to purchase 220,000 shares of common stock[636]. - The Company issued warrants for the purchase of 18,667 shares at an exercise price of $5.70 as part of the Follow On Offering[633]. - The Company designated 6,250,000 shares of Series C Convertible Cumulative Preferred Stock, with 980,000 shares issued and outstanding as of December 31, 2024[738]. - The Company accrued undeclared dividends on Series C Preferred Stock totaling $802,109 during 2024[739]. - The Company issued 28,067 shares of common stock as dividends on Series B Preferred Stock, resulting in a deemed dividend of approximately $70,168[734]. Consulting and Service Agreements - The Company entered into a service agreement with Greentree Financial Group, agreeing to pay $40,000 in cash and issue 5,000 shares of restricted common stock valued at $16.95 per share, totaling $84,752[749]. - The Company entered into a Consulting Agreement with G&P General Consulting, issuing 16,667 shares valued at $4.20 per share for a total of $70,000, for services related to international expansion[758]. - The Company entered into a Consulting Agreement with John Dorsey, agreeing to pay $6,000 per month and issuing 13,333 shares valued at $6.31 per share, totaling $84,180[774]. - A Consulting Agreement with Levo Healthcare Consulting, Inc. was established, involving a cash payment of $6,250 and 13,000 shares valued at $4.35 per share, totaling $56,160[776]. Revenue Recognition and Accounting Policies - The Company follows ASC 606 for revenue recognition, generating online revenue through direct sales on its platform[691]. - The Company has a Physician Services Agreement with Doctegrity for online telemedicine services, accounting for service revenue as a principal[694]. - The Company’s contracts for prescription products include two performance obligations: access to products and consultation services, with revenue recognized upon delivery[693]. - The Company has not yet adopted ASU No. 2023-09, which will require additional disclosures on income tax paid and effective tax rate reconciliation once implemented[685].

Core Viewpoint - Mangoceuticals, Inc. has launched PeachesRx, a women's health and wellness brand, focusing on telemedicine solutions tailored to women's unique health needs, particularly in weight management through GLP-1 receptor agonists [1][2][4]. Market Opportunity - The global GLP-1 market for weight management is projected to exceed $48 billion by 2030, with women making up the majority of users [3]. - The global women's health market was valued at $49.33 billion in 2024 and is expected to reach $68.53 billion by 2030, growing at a 5.1% CAGR [3]. Product Offering - PeachesRx will initially focus on compounded GLP-1 receptor agonists, which are effective for weight loss by regulating appetite and glucose metabolism [2]. - The brand aims to provide accessible and affordable telehealth solutions specifically designed for women's metabolic needs [2][3]. Strategic Positioning - PeachesRx is positioned to capture the growing demand for women's telehealth services, leveraging a HIPAA-compliant telemedicine platform for seamless access to treatments [3][4]. - The company plans to expand its offerings beyond weight management to include areas such as sexual health, hair growth, and hormone therapy in the future [5]. Leadership Insights - The CEO of Mangoceuticals emphasized the opportunity in women's health, noting that over 60% of telehealth users are female, indicating a strong market for personalized healthcare solutions [4][5]. - The COO highlighted the commitment to transforming access to women's healthcare by providing innovative, affordable, and medically supervised treatments [5].

Core Viewpoint - Mangoceuticals, Inc. is advancing research into respiratory illness prevention technologies, specifically targeting avian influenza viruses (H5N1) in the poultry industry [1][2]. Group 1: Research and Development - The company has partnered with Vipragen Biosciences to conduct independent efficacy studies for developing an antiviral solution for respiratory illnesses in humans, based on patented technology acquired from IntraMont Technologies [2]. - Phase I animal studies have shown significant efficacy in reducing lung viral load, and the compounds are now moving into Phase II animal studies [2][4]. - The company is also exploring a drinking water-based application for poultry, focusing on the efficacy of this solution in preventing avian flu infections [3][4]. Group 2: Market Context and Impact - The ongoing avian flu outbreak has led to the culling of over 148 million birds in the U.S. since 2022, severely impacting egg and poultry production and causing consumer prices to rise, with the national average price of eggs reaching $4.15 per dozen as of December 2024, and a forecasted 20% increase in 2025 [5][6]. - Farms are incurring significant costs on biosecurity measures to protect flocks, highlighting the need for a more effective and cost-efficient approach to disease prevention [6]. - The global poultry market is projected to reach $375.41 billion by 2030, indicating a substantial opportunity for Mangoceuticals' water-based antiviral solution if proven effective [7]. Group 3: Strategic Vision - The company aims to provide a simple, compliant, and non-pharmaceutical method to enhance immune defenses in poultry, potentially revolutionizing disease prevention in livestock and reducing financial strain on farmers [4][7]. - Mangoceuticals is committed to delivering scalable solutions that protect livestock, stabilize the food supply, and prevent future pandemics, with final study results expected upon completion [8].