Provides MangoRx with entrance into the non-Rx based, nutraceutical product space for sales on both direct-to-consumer online platforms and through retail locations Dallas, Texas, April 25, 2024 (GLOBE NEWSWIRE) -- Mangoceuticals, Inc. (NASDAQ:MGRX) ("MangoRx" or the "Company"), a company focused on developing, marketing, and selling a variety of men's health and wellness products in the area of erectile dysfunction (ED), hair growth and hormone replacement therapies is excited to announce that it has acqui ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41615 Mangoceuticals, Inc. (Exact name of registrant as specified in its charter) | Texas | | 87-3841292 | | --- | --- | --- | | (State or other jurisdiction of | | (I.R.S. Em ...

```markdown [PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements for Q3 2023, showing initial revenue generation but a significant increase in net loss [Balance Sheets](index=5&type=section&id=Balance%20Sheets) Balance Sheet Comparison (Unaudited) | Metric | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,236,747 | $682,860 | | Total Current Assets | $1,342,710 | $694,605 | | Total Assets | $1,595,505 | $1,003,287 | | **Liabilities & Equity** | | | | Total Current Liabilities | $159,176 | $260,577 | | Total Liabilities | $240,684 | $389,257 | | Total Stockholders' Equity | $1,354,821 | $614,030 | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Revenues | $245,160 | $487,119 | | Gross Profit | $144,589 | $288,918 | | Loss from Operations | ($1,799,460) | ($6,650,843) | | Net Loss | ($1,799,460) | ($6,644,370) | | Basic and Diluted Loss Per Share | ($0.11) | ($0.45) | - The company generated revenues in the three and nine months ended September 30, 2023, whereas it had no revenues in the comparable periods of 2022. However, **net loss significantly increased year-over-year**[14](index=14&type=chunk) [Statements of Changes in Stockholders' Equity](index=7&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Equity) - Total stockholders' equity increased from **$614,030** at December 31, 2022, to **$1,354,821** at September 30, 2023[17](index=17&type=chunk)[18](index=18&type=chunk) - The increase in equity was primarily driven by the issuance of common stock for cash from the IPO (**$5,000,000**) and warrant exercises (**$1,024,500**), which was partially offset by the net loss for the period[17](index=17&type=chunk)[18](index=18&type=chunk) [Statements of Cash Flows](index=9&type=section&id=Statements%20of%20Cash%20Flows) Cash Flow Summary (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($5,299,634) | ($696,958) | | Net Cash Used in Investing Activities | ($3,519) | ($2,531) | | Net Cash Provided by Financing Activities | $5,857,040 | $1,550,430 | - The significant cash provided by financing activities in 2023 was primarily due to **$5.0 million** from the sale of common stock in the IPO and **$1.02 million** from the exercise of warrants[21](index=21&type=chunk) [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) - The company focuses on developing, marketing, and selling men's wellness products, specifically an erectile dysfunction (ED) product under the brand name "Mango," via a telemedicine platform[23](index=23&type=chunk) - In March 2023, the company completed an Initial Public Offering (IPO), selling **1,250,000 shares** of common stock at **$4.00 per share**, resulting in net proceeds of **$4.35 million**[24](index=24&type=chunk) - The company has a Master Services Agreement with Epiq Scripts, LLC, a related party, to provide pharmacy and compounding services for its products[46](index=46&type=chunk) - As of September 30, 2023, there were **1,400,000 stock options** and **1,063,000 warrants** outstanding[28](index=28&type=chunk)[109](index=109&type=chunk)[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, increased expenses, and liquidity challenges requiring additional funding [Overview](index=27&type=section&id=Overview) - The company operates a telehealth platform connecting consumers with licensed healthcare professionals and a pharmacy for the fulfillment of prescribed medications, focusing on men's wellness and erectile dysfunction (ED) with its "Mango" branded product[134](index=134&type=chunk)[135](index=135&type=chunk) - The "Mango" ED product is a compounded drug made from a proprietary combination of ingredients including Sildenafil or Tadalafil, Oxytocin, and L-Arginine. It is not FDA-approved but is produced under the pharmacy compounding exemption of Section 503A of the Federal Food, Drug, and Cosmetic Act[135](index=135&type=chunk) [Key Performance Indicators](index=28&type=section&id=Key%20Performance%20Indicators) Average Order Value (AOV) - Q3 2023 | Customer Type | AOV | | :--- | :--- | | Subscribing Customers | $130.27 | | Non-Subscribing Customers | $105.35 | Customer Breakdown - Q3 2023 | Customer Type | Percentage | | :--- | :--- | | Subscribing Customers | 11% | | Non-Subscribing Customers | 89% | [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Financial Results Summary | Metric | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Revenues | $245,160 | $487,119 | | Gross Profit | $144,589 | $288,918 | | General & Admin Expenses | $1,944,049 | $6,939,761 | | Net Loss | ($1,799,460) | ($6,644,370) | - The company began generating revenues in November 2022. The increase in general and administrative expenses in 2023 was primarily due to higher stock-based compensation, advertising and marketing, legal fees related to the IPO, and increased salaries as operations expanded[145](index=145&type=chunk)[149](index=149&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2023, the company had **$1.24 million** in cash and **$1.2 million** in working capital[151](index=151&type=chunk)[152](index=152&type=chunk) - Management has concluded that current capital resources are **insufficient to fund operations for the next 12 months**, and the company will need to raise additional funding[154](index=154&type=chunk)[169](index=169&type=chunk) - The company raised approximately **$5 million** in gross proceeds from its IPO in March 2023 and **$2 million** from a private placement in 2022[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Exempt from market risk disclosures as a "smaller reporting company" under SEC regulations - As a "smaller reporting company," Mangoceuticals, Inc. is not required to provide the information for this item[175](index=175&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of September 30, 2023, with no material changes - Based on an evaluation as of September 30, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[176](index=176&type=chunk) - There were no changes in the company's internal control over financial reporting during the third quarter of 2023 that materially affected, or are reasonably likely to materially affect, internal controls[177](index=177&type=chunk) [PART II – OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal or governmental proceedings - The company is not currently a party to any material legal proceedings[180](index=180&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) Significant risks include funding, related-party reliance, non-FDA approved product, competition, and Nasdaq compliance - The company has a limited operating history, has experienced recurring net losses, and its current capital resources are **not sufficient to fund operations for the next 12 months**, raising questions about its ability to continue as a going concern[187](index=187&type=chunk)[188](index=188&type=chunk)[191](index=191&type=chunk) - The company's Mango ED product is not FDA-approved and has not undergone clinical trials, which exposes the company to risks of serious patient injury, litigation, and governmental action[256](index=256&type=chunk)[257](index=257&type=chunk) - The company is significantly reliant on related-party transactions, especially its Master Services Agreement with Epiq Scripts, LLC, a pharmacy **51% owned and controlled by the company's CEO**, Jacob D. Cohen[270](index=270&type=chunk)[272](index=272&type=chunk) - As of September 30, 2023, the company was **not in compliance with Nasdaq's continued listing standard** requiring at least **$2.5 million in stockholders' equity**, which could lead to delisting[305](index=305&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Discloses unregistered stock sale to a consultant and consistent use of $4.35 million IPO proceeds - On October 10, 2023, the company issued **200,000 shares** of restricted common stock to Luca Consulting for advisory services. This issuance was exempt from registration under Section 4(a)(2) of the Securities Act[341](index=341&type=chunk)[342](index=342&type=chunk) - The company confirms no material change in the use of the approximately **$4.35 million** in net proceeds from its March 2023 IPO, which are intended for product development, marketing, and working capital[344](index=344&type=chunk)[346](index=346&type=chunk) [Defaults Upon Senior Securities](index=70&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[349](index=349&type=chunk) [Mine Safety Disclosures](index=70&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[350](index=350&type=chunk) [Other Information](index=71&type=section&id=Item%205.%20Other%20Information) Adoption of a Clawback Policy on October 26, 2023, enables recovery of erroneously awarded incentive compensation - On October 26, 2023, the Board of Directors adopted a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the "Clawback Policy") to comply with SEC Rule 10D-1 and Nasdaq Listing Rule 5608[353](index=353&type=chunk) - The policy mandates the recovery of excess incentive-based compensation from current and former executive officers received during the **three fiscal years** preceding an accounting restatement, regardless of fault[354](index=354&type=chunk) [Exhibits](index=71&type=section&id=Item%206.%20Exhibits) Provides a list of all exhibits filed with the Form 10-Q, including SOX certifications and the new Clawback Policy - The report includes a list of filed exhibits, such as the company's Certificate of Formation, Bylaws, various material contracts, and required certifications under the Sarbanes-Oxley Act[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk) - A key new exhibit filed is the "Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation" (Clawback Policy)[358](index=358&type=chunk) ```

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________ Commission File Number 001-41615 Mangoceuticals, Inc. (Exact name of registrant as specified in its charter) Texas 87-3841292 (State ...

[CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION](index=4&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20INFORMATION) This report contains forward-looking statements, subject to risks and uncertainties that may cause actual results to differ materially - This report contains forward-looking statements that are not guarantees of future performance, involving known and unknown risks and uncertainties[9](index=9&type=chunk) - Key factors that could cause actual results to differ materially include: - Ability to obtain additional funding and manage COVID-19 effects[10](index=10&type=chunk) - Capacity to build brand, expand operations, and increase sales[10](index=10&type=chunk) - Compliance with regulations affecting operations, manufacturing, and labeling[10](index=10&type=chunk) - Competition from existing and new products[10](index=10&type=chunk) - Dependency on third parties for prescribing and compounding its erectile dysfunction (ED) product[10](index=10&type=chunk) - Potential safety risks associated with its Mango ED product[10](index=10&type=chunk) - Macroeconomic factors like high inflation, interest rates, and economic downturns[10](index=10&type=chunk) - Ability to protect intellectual property and retain key personnel[10](index=10&type=chunk) PART I – FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited Q1 2023 financial statements, reflecting initial revenue, increased losses, and a strengthened balance sheet post-IPO [Balance Sheets](index=5&type=section&id=Balance%20Sheets) Total assets increased to **$4.1 million** from **$1.0 million** due to IPO cash, with liabilities decreasing and equity growing to **$3.8 million** Balance Sheet Summary (Unaudited) | Metric | March 31, 2023 ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash equivalents | $3,791,216 | $682,860 | | Total Current Assets | $3,822,491 | $694,605 | | Total Assets | $4,115,285 | $1,003,287 | | **Liabilities & Equity** | | | | Total Current Liabilities | $182,842 | $260,577 | | Total Liabilities | $296,109 | $389,257 | | Total Stockholders' Equity | $3,819,176 | $614,030 | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) Q1 2023 generated first revenues of **$100,722** and gross profit of **$57,199**, but surging expenses resulted in a **$2.56 million** net loss Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2023 ($) | Three Months Ended Mar 31, 2022 ($) | | :--- | :--- | :--- | | Revenues | $100,722 | $0 | | Gross Profit | $57,199 | $0 | | General and administrative expenses | $2,616,324 | $18,710 | | Net Loss | $(2,560,885) | $(19,599) | | Basic and Diluted Loss Per Share | $(0.23) | $(0.00) | [Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29) Stockholders' equity grew to **$3.8 million** by Q1 2023, primarily from **$5 million** IPO proceeds and **$700,000** for services, offset by a **$2.56 million** net loss Changes in Stockholders' Equity (Q1 2023) | Description | Amount ($) | | :--- | :--- | | Balance, December 31, 2022 | $614,030 | | Issuance of common stock for cash | $5,000,000 | | Issuance of common stock for services | $700,000 | | Net loss | $(2,560,885) | | Other adjustments | $66,031 | | **Balance, March 31, 2023** | **$3,819,176** | [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Q1 2023 net cash used in operations was **$1.8 million**, offset by **$4.9 million** from financing, leading to a **$3.1 million** net increase and **$3.79 million** cash balance Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2023 ($) | Three Months Ended Mar 31, 2022 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(1,809,865) | $(18,710) | | Net Cash Used in Investing Activities | $(3,519) | $0 | | Net Cash Provided by Financing Activities | $4,921,740 | $50,000 | | **Net Increase in Cash** | **$3,108,356** | **$31,290** | | Cash at End of Period | $3,791,216 | $53,840 | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Notes detail business, accounting policies, and financial components, covering the **$5 million** IPO, related-party transactions, and subsequent warrant exercises - The company focuses on developing and selling men's wellness products, primarily its 'Mango' brand erectile dysfunction (ED) product, through a telemedicine platform[24](index=24&type=chunk) - In March 2023, the company completed an IPO, issuing **1,250,000** shares of common stock at **$4.00** per share, raising net proceeds of **$4.35 million** after costs[26](index=26&type=chunk) - The company has a Master Services Agreement with Epiq Scripts, LLC, a related party controlled by the company's CEO, to provide pharmacy and compounding services[51](index=51&type=chunk) - Subsequent to the quarter end, multiple warrant holders exercised warrants to purchase a total of **450,000** shares of common stock for **$450,000** in cash proceeds in April and May 2023[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2023 performance, noting initial revenues, a **$2.56 million** net loss from increased expenses, and improved liquidity from **$5 million** IPO proceeds [Overview](index=24&type=section&id=Overview) The company offers telehealth for men's wellness, selling its non-FDA-approved 'Mango' ED product, a compounded drug, under a Section 503A exemption - The company markets a new brand of ED product named "Mango," which is produced at a compounding pharmacy and requires a physician's prescription[130](index=130&type=chunk) - The Mango ED product contains Tadalafil, Oxytocin, and L-Arginine and is formulated as a Rapid Dissolve Tablet (RDT) for sublingual delivery[130](index=130&type=chunk)[135](index=135&type=chunk) - The product is not and will not be approved by the FDA; it is sold under an exemption provided by Section 503A of the Federal Food, Drug, and Cosmetic Act[130](index=130&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Q1 2023 generated first revenues of **$100,722** and gross profit of **$57,199**, but G&A expenses surged to **$2.6 million**, resulting in a **$2.56 million** net loss Q1 2023 vs Q1 2022 Performance | Metric | Q1 2023 ($) | Q1 2022 ($) | | :--- | :--- | :--- | | Revenues | $100,722 | $0 | | Gross Profit | $57,199 | $0 | | General & Administrative Expenses | $2,616,324 | $18,710 | | Net Loss | $(2,560,885) | $(19,599) | - The significant increase in G&A expenses in Q1 2023 was primarily due to: - Stock-based compensation: **$764,271**[145](index=145&type=chunk) - Placement agent fees for IPO: **$400,000**[145](index=145&type=chunk) - Advertising and marketing: **$284,366**[145](index=145&type=chunk) - Legal fees related to IPO: **$139,579**[145](index=145&type=chunk) - Salaries and benefits: **$173,839**[145](index=145&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Cash increased to **$3.8 million** by Q1 2023 from **$0.7 million** due to the **$5 million** IPO, with **$3.6 million** working capital, sufficient for 12 months Liquidity Position | Metric | March 31, 2023 ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | Cash on-hand | $3,791,216 | $682,860 | | Working Capital | $3,600,000 | $434,028 | | Total Assets | $4,115,285 | $1,003,287 | | Total Liabilities | $296,109 | $389,257 | - The increase in cash was mainly due to the consummation of its IPO on March 23, 2023, which raised gross proceeds of approximately **$5 million**[160](index=160&type=chunk)[161](index=161&type=chunk) - Management believes current capital resources are sufficient to fund operations for the next 12 months[150](index=150&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is a "smaller reporting company" as defined by SEC rules and is therefore not required to provide the information for this item - As a "smaller reporting company," the Company is not required to provide the information required by this Item[172](index=172&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2023[173](index=173&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[174](index=174&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any material legal proceedings and is not aware of any such proceedings being contemplated against it - The company is not currently a party to any material legal proceeding and is not aware of any material legal or governmental proceedings contemplated to be brought against it[178](index=178&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks including limited operating history, dependence on a single non-FDA-approved product, related-party transactions, CEO control, competition, and regulatory hurdles [Risks Related to Operating History and Need for Funding](index=34&type=section&id=Risks%20Related%20to%20our%20Operating%20History%20and%20Need%20for%20Funding) The company has limited operating history, minimal revenue, and recurring losses, with a Q1 2023 net loss of **$2.56 million** and **$4.58 million** accumulated deficit, requiring future funding - The company was recently formed, has a limited operating history, and has generated only limited revenues to date[186](index=186&type=chunk) Financial Position and Losses | Metric | As of/For the Three Months Ended March 31, 2023 ($) | | :--- | :--- | | Net Loss | $2,560,885 | | Accumulated Deficit | $4,576,641 | - The company anticipates needing additional capital beyond the IPO proceeds to support future operations, which may not be available or could be dilutive to shareholders[187](index=187&type=chunk)[190](index=190&type=chunk) [Risks Related to Business Activities](index=35&type=section&id=Risks%20Related%20to%20Our%20Business%20Activities) The company faces intense competition, depends on its single ED product compounded by a related-party pharmacy licensed in 44 states, and is exposed to fraud and data security risks - The company faces intense competition from larger, more established companies in the men's wellness and ED market, including Hims & Hers Health, Roman, Pfizer (Viagra), and Eli Lilly (Cialis)[196](index=196&type=chunk) - The company relies on a related-party pharmacy, Epiq Scripts, which is licensed in only **44** states, limiting the company's addressable market until additional state licenses are obtained[202](index=202&type=chunk) - The business is exposed to risks associated with credit card chargebacks, payment fraud, and security breaches of sensitive customer data, including health information[220](index=220&type=chunk)[223](index=223&type=chunk) [Risks Related to Legal, Regulatory and Government](index=44&type=section&id=Risks%20Related%20to%20Legal%2C%20Regulatory%20and%20Government) The company's business relies on its non-FDA-approved ED product qualifying for a Section 503A exemption, facing risks of FDA deeming it an "essential copy" and navigating complex regulations - The company's Mango ED product is not FDA-approved and has not undergone clinical trials for safety and efficacy; its sale relies on an exemption under Section 503A of the FFDCA, which is not guaranteed[249](index=249&type=chunk)[253](index=253&type=chunk) - There is a risk the FDA may determine the product is "essentially a copy" of a commercially available FDA-approved drug, which would prohibit the company from compounding and selling it[238](index=238&type=chunk)[253](index=253&type=chunk) - The business is subject to extensive and complex healthcare regulations, including state-specific laws on telehealth, corporate practice of medicine, and federal privacy laws like HIPAA[237](index=237&type=chunk)[256](index=256&type=chunk)[259](index=259&type=chunk) [Risks Related to Related Party Relationships and Transactions and Our Management](index=50&type=section&id=Risks%20Related%20to%20Related%20Party%20Relationships%20and%20Transactions%20and%20Our%20Management) The company is heavily dependent on CEO Jacob D. Cohen, who holds **51.7%** voting control, making it a "controlled company" and engaging in significant related-party transactions - Chairman and CEO Jacob D. Cohen beneficially owns approximately **51.7%** of the company's common stock, giving him majority voting control over all corporate matters[268](index=268&type=chunk) - Due to Mr. Cohen's majority ownership, the company is deemed a "controlled company" under Nasdaq rules and can elect to be exempt from certain corporate governance requirements[272](index=272&type=chunk) - The company is significantly reliant on related-party transactions, particularly its Master Services Agreement with Epiq Scripts, a pharmacy **51%** owned and controlled by the CEO, which presents potential conflicts of interest[265](index=265&type=chunk)[266](index=266&type=chunk) [Risks Related to Our Securities](index=55&type=section&id=Risks%20Related%20to%20Our%20Securities) The company's stock price is highly volatile due to its small public float, risking Nasdaq delisting if it falls below **$1.00**, and future warrant exercises could cause dilution - The company's common stock has experienced extreme volatility since its IPO, trading as high as **$4.37** and as low as **$0.86** per share, a risk heightened by its small public float[292](index=292&type=chunk)[301](index=301&type=chunk) - There is a risk of being delisted from Nasdaq if the company fails to meet continued listing standards, such as maintaining a minimum bid price of **$1.00** per share[298](index=298&type=chunk) - As of the report date, there were **1,637,500** warrants outstanding; the exercise of these warrants could cause substantial dilution to existing shareholders and may depress the market price of the common stock[307](index=307&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales in Q1 2023; **$4.35 million** net IPO proceeds are allocated to marketing (**41%**), working capital (**31%**), personnel (**21%**), and software (**7%**) - There were no sales of unregistered securities during the quarter ended March 31, 2023[332](index=332&type=chunk) - The company received net proceeds of approximately **$4.35 million** from its IPO in March 2023[342](index=342&type=chunk) Planned Use of IPO Net Proceeds | Use of Proceeds | Amount ($) | Percentage (%) | | :--- | :--- | :--- | | Marketing & Operational Expenses | $1,804,000 | ~41% | | Working Capital | $1,359,000 | ~31% | | Hiring Additional Personnel | $902,000 | ~21% | | Capital Expenditures (Software) | $287,000 | ~7% | [Defaults Upon Senior Securities](index=65&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None reported - None[348](index=348&type=chunk) [Mine Safety Disclosures](index=65&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[349](index=349&type=chunk) [Other Information](index=65&type=section&id=Item%205.%20Other%20Information.) None reported - None[350](index=350&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with Form 10-Q, including SOX certifications by executive officers and corporate documents - The report includes a list of exhibits filed, such as the Certificate of Formation, Bylaws, various material contracts, and executive employment agreements[352](index=352&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are filed as exhibits[356](index=356&type=chunk)