Telemedicine Services - The company focuses on men's wellness telemedicine services, particularly in erectile dysfunction, hair loss, testosterone therapies, and weight management[374]. - The company operates its telehealth services through the website www.MangoRX.com[374]. - The company anticipates that healthcare professionals will prescribe products based on individual patient needs and medical history[377][382][388]. Product Information - The Mango ED product includes Sildenafil (50mg or 100mg), Tadalafil (10mg or 20mg), Oxytocin (100 IU), and L-Arginine (50mg) but has not been FDA approved[376][378]. - The Mango GROW product contains Minoxidil (2.5mg), Finasteride (1mg), Vitamin D3 (2000 IU), and Biotin (1mg) and is also not FDA approved[380][382]. - The SLIM product includes Vitamin B6 (10mg) and Semaglutide in varying doses (0.5mg to 2.0mg) and is produced under an exemption from FDA approval[384][385]. - The MOJO product consists of DHEA (10mg), Pregnenolone (5mg), and Enclomiphene Citrate (25mg) and is not FDA approved[387][388]. - All compounded products are produced by Epiq Scripts, LLC, a related party pharmacy[375]. - The compounded products can be replicated by other companies since the formulas are publicly disclosed[378][383]. - The company markets 'PRIME' by MangoRx, an FDA-approved oral Testosterone Replacement Therapy (TRT) product, which has shown 96% efficacy by day 90 in Phase 3 clinical research[391]. Financial Agreements and Funding - The company entered into a Consulting Agreement with ArcStone, issuing 100,000 shares valued at $257,000 for financial advisory services[399]. - An Intellectual Property Purchase Agreement was signed with Smokeless Technology Corp., involving the acquisition of certain IP for 1,600,000 shares and a 10% royalty on gross sales of related products[400]. - The company entered into a Master Distribution Agreement with PrevenTech, granting exclusive rights to sell antiviral products, with a revenue share of 10% from net sales[409]. - The company borrowed $500,000 from Indigo Capital LP, with an interest rate of 18% per annum, and later amended the note to allow conversion into shares at $1.50 per share[411][413]. - A Terms of Service Agreement with Levo Healthcare Consulting was established for digital marketing services, involving 120,000 shares and a revenue share of 4% from generated revenue[415]. - The company has a perpetual agreement with PrevenTech, with rights becoming non-exclusive if $5 million in gross sales is not achieved within 18 months[409]. - The company has agreed to pay a royalty of 10% on gross worldwide sales of products associated with the Purchased IP, effective from April 23, 2026[401]. - The company may seek additional funding through equity or debt financings, which could result in significant dilution to existing shareholders[442]. - The company anticipates needing additional funding to support operations for the next 12 months and may seek to raise funds through debt or equity offerings[540]. Financial Performance - Revenues for the three months ended September 30, 2025, were $84,246, a decrease of 37% from $133,368 in the same period of 2024, primarily due to issues with the transition to a new telehealth platform[445]. - General and administrative expenses decreased to $306,001 for the three months ended September 30, 2025, from $523,855 in 2024, mainly due to reductions in insurance and software expenses[449]. - Stock-based compensation increased significantly to $6,587,293 for the three months ended September 30, 2025, compared to $567,619 in 2024, attributed to greater use of equity-based incentives and a higher stock price[451]. - The net loss for the three months ended September 30, 2025, was $7,618,776, an increase of 281% from a net loss of $1,999,694 in the same period of 2024, primarily due to stock-based compensation[454]. - For the nine months ended September 30, 2025, revenues were $361,661, down 29% from $510,626 in 2024, again due to the transition to the new telehealth platform[455]. - Total current liabilities as of September 30, 2025, were $804,275, including $526,964 in accounts payable and accrued liabilities[470]. - The company had a total accumulated deficit of $39.5 million as of September 30, 2025[471]. - Cash on hand increased to $481,281 as of September 30, 2025, from $58,653 at the end of 2024, primarily due to financing activities[468]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $4,772,494, mainly due to a net loss of $17,854,207[476]. Stock and Equity Transactions - The Company issued 709,677 shares of restricted common stock for $1.55 per share, totaling $1,100,000 from accredited investors in August 2025[435]. - The Follow On Offering closed on December 19, 2023, resulting in the sale of 266,667 shares for total gross proceeds of $1.2 million[504]. - The net proceeds from the Offering were approximately $1.0 million, allocated for marketing and operational expenses related to Mango ED and GROW products[505]. - The Company issued a common stock purchase warrant for 18,667 shares at an exercise price of $5.70, valid until December 14, 2029[507]. - The April 2024 SPA was amended to expand the total purchase amount to $2.5 million, including 2,500 shares of Series B Convertible Preferred Stock[510]. - The April 2024 Purchaser converted 355 shares of Series B Convertible Preferred Stock into 128,245 shares of common stock at a conversion price of $3.05 per share[513]. - The April 2024 Purchaser converted 390 shares of Series B Convertible Preferred Stock into 160,222 shares of common stock at conversion prices ranging from $2.36 to $3.12 per share[516]. - The Tiger Cub Note was amended to allow conversion into shares of common stock at a conversion price of $1.785 per share[502]. - The Company granted Tiger Cub warrants to purchase 50,000 shares of common stock as part of the amended agreement[491]. - During the quarter ended March 31, 2025, holders of Series B Convertible Preferred Stock converted 1,438 shares into 623,333 shares of common stock at a conversion price of $1.00 per share[517]. - For the quarter ended June 30, 2025, holders converted 850 shares into 1,001,733 shares at conversion prices between $1.50 and $2.25 per share[518]. - The conversion price for Series B Convertible Preferred Stock was reduced to a fixed price of $1.50 per share from $2.25, effective March 17, 2025[519]. - As of September 30, 2025, the Company sold 666,667 shares under the Equity Line of Credit (ELOC) for gross proceeds of $1,787,580[525]. - The Company entered into a $25 million Equity Purchase Agreement on April 5, 2024, allowing the purchase of common stock over a two-year period[521]. - On June 10, 2025, the Company sold 261,667 shares of common stock under the ELOC for a total of $366,830, net of fees[524]. - The Company sold 250 shares of Series B Preferred Stock for $250,000 and warrants to purchase 330,000 shares at an exercise price of $2.71 per share in December 2024[526]. - The Investor Warrants have an exercise price of $3.00 per share and a term through May 23, 2028[536]. - The Company sold 70,000 shares of restricted common stock for $105,000 at $1.50 per share on February 3, 2025[532]. Accounting and Compliance - The company has implemented all new accounting pronouncements that may impact its financial statements and does not anticipate any material impact from recently issued standards that are not yet effective[549]. - In November 2023, the FASB issued ASU No. 2023-07, which updates reportable segment disclosure requirements, effective for annual periods beginning after December 15, 2023[551]. - ASU No. 2023-09, issued in December 2023, requires disaggregated information about a reporting entity's effective tax rate reconciliation, effective for annual periods beginning after December 15, 2024[552]. - The company classifies currently issued warrants in conjunction with its ordinary shares in permanent equity, measured at fair value[547]. - Stock-based compensation is accounted for based on the fair value of the award at the reporting date, impacting the financial statements significantly[543]. - The company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options, which is influenced by various complex variables[544]. - The company has elected to take advantage of the extended transition period under the JOBS Act for complying with new accounting standards until it is no longer classified as an emerging growth company[548]. - Critical accounting policies reflect significant estimates and assumptions used in the preparation of the condensed consolidated financial statements[543]. - The company believes its financial statements are fairly stated in accordance with GAAP, despite inherent uncertainties in estimates[543]. - Changes in assumptions regarding stock-based awards can materially affect the fair value and the recognized compensation expense[544].

周四盘前，Mangoceuticals宣称已与礼来和诺和诺德达成合作，可通过MangoRx Direct和PeachesRx Direct项目为用户提供两大药企的GLP-1减重药物。但随后事态突然反转。礼来方面公开否认双方存在 合作关系，诺和诺德也未予确认。 周五，远程医疗平台Mangoceuticals(MGRX.US)盘前一度跌约13%，开盘后，该股收复跌幅微涨2.94%， 报1.225美元。此前公司否认与礼来(LLY.US)及诺和诺德(NVO.US)存在合作关系，推翻了自己一天前发 布的声明。 ...

周四盘前，Mangoceuticals宣称已与礼来和诺和诺德达成合作，可通过MangoRx Direct和PeachesRx Direct项目为用户提供两大药企的GLP-1减重药物。但随后事态突然反转。礼来方面公开否认双方存在 合作关系，诺和诺德也未予确认。 智通财经APP获悉，周五，远程医疗平台Mangoceuticals(MGRX.US)盘前一度跌约13%，开盘后，该股 收复跌幅微涨2.94%，报1.225美元。此前公司否认与礼来(LLY.US)及诺和诺德(NVO.US)存在合作关 系，推翻了自己一天前发布的声明。 ...

Group 1: RLX Technology Inc - RLX Technology Inc reported quarterly earnings of 3 cents per share on sales of $158.600 million [1] - Shares of RLX Technology rose 6% to $2.47 in pre-market trading following the earnings report [1] Group 2: Other Stocks in Pre-Market Trading - Cidara Therapeutics, Inc. surged 92% to $203.50 after a Schedule 13D Amendment revealed beneficial ownership of 3.37 million shares [4] - Binah Capital Group, Inc. gained 52.2% to $2.17 after posting stronger-than-expected third-quarter results [4] - Expion360 Inc. rose 42.4% to $1.81 following its third-quarter results [4] - Aspire Biopharma Holdings, Inc. surged 31.2% to $0.1380 in pre-market trading [4] - Invivyd, Inc. gained 28.8% to $2.28 after reporting better-than-expected third-quarter financial results [4] - Milestone Scientific Inc. surged 26.3% to $0.4801 after reporting better-than-expected third-quarter sales [4] - Lazydays Holdings, Inc. gained 23.3% to $1.85 after a previous surge [4] - Omeros Corp gained 12.5% to $7.08 following a narrower-than-expected quarterly loss [4] - Nouveau Monde Graphite Inc rose 10% to $3.25 after a decline the previous day [4] Group 3: Declining Stocks in Pre-Market Trading - TSS Inc tumbled 40.2% to $9.10 after reporting a year-over-year decrease in third-quarter results [4] - enVVeno Medical Corp declined 35.8% to $0.42 after an unfavorable FDA appeal decision [4] - Nuvve Holding Corp fell 29.3% to $0.34 after announcing third-quarter results [4] - ESS Tech Inc shares dipped 24.2% to $3.22 after reporting weak quarterly sales [4] - Direct Digital Holdings Inc fell 18.8% to $0.23 after a significant gain the previous day [4] - StubHub Holdings Inc fell 18.8% to $15.28 after worse-than-expected third-quarter EPS results [4] - Mangoceuticals Inc dipped 17.7% to $0.98 after a decline the previous day [4] - Red Cat Holdings Inc dipped 15.1% to $6.57 after worse-than-expected financial results and a lowered FY25 sales guidance [4] - WhiteFiber Inc fell 13.4% to $17.21 after reporting worse-than-expected financial results [4] - Sobr Safe Inc fell 12.4% to $2.21 after a decline the previous day [4]

Core Viewpoint - Mangoceuticals, Inc. has launched two weight-management programs, MangoRx Direct and PeachesRx Direct, allowing patients to access FDA-approved GLP-1 medications from Eli Lilly and Novo Nordisk through its platform [2][4]. Group 1: Program Details - The MangoRx Direct and PeachesRx Direct programs are licensed to issue valid prescriptions for GLP-1 medications, including Zepbound and Wegovy, through a third-party provider [2][5]. - Patients can fill prescriptions at any licensed pharmacy, with the medical operations and prescribing providers vetted by an independent third-party provider [3][5]. - The programs offer telehealth consultations, personalized care plans, and ongoing support for a monthly fee of $99, excluding medication costs [6]. Group 2: Company Overview - MangoRx focuses on men's health and wellness products via a secure telemedicine platform, targeting areas such as erectile dysfunction, hair growth, hormone replacement therapies, and weight management [7]. - The company aims to provide a smooth telemedicine experience, with prescription requests reviewed by physicians and fulfilled through partner pharmacies [7].

Core Viewpoint - Mangoceuticals (MGRX.US) stock surged approximately 19% pre-market after announcing a collaboration with pharmaceutical giants Eli Lilly (LLY.US) and Novo Nordisk (NVO.US) to provide users with access to their popular GLP-1 weight loss medications [1] Group 1 - The company has launched two platforms, MangoRx Direct and PeachesRx Direct, aimed at self-paying users [1] - The platforms will offer Eli Lilly's Zepbound (tirzepatide) and Novo Nordisk's Wegovy (semaglutide) directly to consumers [1]

Core Viewpoint - Mangoceuticals (MGRX.US) stock price surged approximately 19% following the announcement of partnerships with pharmaceutical giants Eli Lilly (LLY.US) and Novo Nordisk (NVO.US) to directly offer their popular GLP-1 weight loss medications [1] Company Summary - Mangoceuticals, based in Dallas, Texas, has launched the MangoRx Direct and PeachesRx Direct platforms aimed at self-paying users [1] - The platforms will sell Eli Lilly's Zepbound (tirzepatide) and Novo Nordisk's Wegovy (semaglutide) directly to consumers [1]

Core Insights - Mangoceuticals, Inc. has launched two new programs, MangoRx Direct and PeachesRx Direct, providing direct access to GLP-1 medications Zepbound® and Wegovy® through a secure telemedicine platform [1][2][3] Group 1: Company Overview - Mangoceuticals focuses on health and wellness products, utilizing telemedicine to offer services under the brands MangoRx and PeachesRx [1] - The company aims to simplify and sustain weight-loss treatment, offering a medication management membership for $99 per month, which includes unlimited telehealth visits and lifestyle coaching [3] - The company is positioned to address the obesity epidemic affecting 42% of U.S. adults, which costs the healthcare system over $210 billion annually [4] Group 2: Product Offerings - The GLP-1 medications will be available through Eli Lilly's LillyDirect® and Novo Nordisk's NovoCare Pharmacy, with virtual consultations and personalized treatment plans provided [2] - Medications are priced starting at $499 per month, with options for home delivery or local pharmacy pickup, and no insurance is required [3] Group 3: Market Context - The launch aligns with the White House's initiative to reduce government pricing for GLP-1 medications to $245 per month and offer $50 copays for Medicare patients with obesity starting mid-2026 [3] - The company believes it can serve millions of individuals seeking effective and affordable weight management solutions [4]

[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].