Mangoceuticals(US:MGRX)2025-11-14 22:17Telemedicine 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].