Overview
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- TickerMGRX on Nasdaq2
- IndustryServices-Misc Health & Allied Services, NEC2
- HeadquartersDallas, United States2
- Incorporated inTX3
- Business address15110 Dallas Pkwy, Suite 600, Dallas, Tx 752483
- Filer category, Emerging growth company3
- Legal formCorporation2
- LEI984500BKBD93A8A67E982
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered address15110 DALLAS PKWY STE 600, 75248 Dallas, United States2
- Registered withCorporations Section (Texas Secretary of State), 08042640962
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue12¢$54.4K
- Other costs88¢$401.6K
Out of $456.0K in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenues | $456.0K | $615.9K |
| Cost of revenues | $54.4K | $93.3K |
| Cost of revenues - related party | $151.2K | $142.6K |
| Gross profit | $250.4K | $380.0K |
| General and administrative expenses | $3.8M | $3.0M |
| Salary and benefits | $1.3M | $1.1M |
| Advertising and marketing | $822.9K | $1.5M |
| Investor relations | $1.6M | $453.7K |
| Stock based compensation | $10.8M | $2.4M |
| Total operating expenses | $18.3M | $8.4M |
| Loss from operations | -$18.0M | -$8.0M |
| Interest expense | $103.5K | $13.7K |
| Amortization of intangible assets | $1.1M | $721.5K |
| Impairment of license agreement | $1.2M | |
| Loss from settlement | $125.6K | |
| Loss from debt extinguishment - related parties | $19.4K | |
| Total other (income) expense | $2.6M | $735.2K |
| Loss before income taxes | -$20.6M | -$8.7M |
| Net loss | -$20.6M | -$8.7M |
| Net loss attributed to non-controlling interest | -$461 | -$1.1K |
| Net loss attributed to Mangoceuticals, Inc. | -$20.6M | -$8.7M |
| Basic loss per share | -$2.17 | -$4.80 |
| Diluted loss per share | -$2.17 | -$4.80 |
| Basic | 10.1M shares | 2.0M shares |
| Diluted | 10.1M shares | 2.0M shares |
| Preferred stock dividend requirements | $1.2M | $802.1K |
| Net loss attributed to Mangoceuticals, Inc. common stockholders | -$21.8M | -$9.5M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 6 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2025-05-31 | 2024-12-31 | 2024-10-31 | 2024-09-30 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $1.5M | $58.7K | |||
| Deposits | $33.9K | $16.9K | |||
| Due from related party | $20.1K | ||||
| TOTAL CURRENT ASSETS | $1.5M | $75.6K | |||
| Property and equipment, net of accumulated depreciation of $1,012 and $2,256 | $1.8K | $2.8K | |||
| Right of use - asset | $307.9K | $59.5K | |||
| Intangible assets - acquired patents and license, net of amortization and impairment | $14.2M | $15.2M | |||
| TOTAL NON-CURRENT ASSETS | $14.5M | $15.3M | |||
| TOTAL ASSETS | $16.1M | $15.4M | |||
| Accounts payable and accrued liabilities | $416.7K | $837.5K | |||
| Payroll tax liabilities | $9.4K | ||||
| Notes payable | $150.0K | ||||
| Right-of-use liability - operating lease | $307.8K | $65.0K | |||
| TOTAL CURRENT LIABILITIES | $890.6K | $1.4M | |||
| TOTAL LIABILITIES | $890.6K | $1.4M | |||
| Common stock (par value $0.0001), 200,000,000 shares authorized, of which 15,888,795 and 3,245,641 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | $1.6K | $325 | |||
| Stock warrants | $324.3K | $324.3K | |||
| Subscription receivable | -$1.1M | ||||
| Additional paid in capital | $55.5M | $34.8M | |||
| Accumulated deficit | -$40.6M | -$20.0M | |||
| Accumulated other comprehensive loss | -$2.8K | -$9.8K | |||
| TOTAL STOCKHOLDERS EQUITY | $15.2M | $13.9M | |||
| Non-controlling interest | -$1.5K | -$1.1K | |||
| TOTAL STOCKHOLDERS EQUITY | $15.2M | $13.9M | |||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $16.1M | $15.4M | |||
| Accumulated depreciation | $1.0K | $2.3K | |||
| Preferred stock, par value | $0.00 | ||||
| Preferred stock, shares authorized | 10.0M shares | ||||
| Common stock, par value | $0.00 | $0.00 | |||
| Common stock, shares authorized | 200.0M shares | 200.0M shares | |||
| Common stock, shares issued | 15.9M shares | 3.2M shares | 2.1M shares | 32.0M shares | |
| Common stock, shares outstanding | 15.9M shares | 93.7K shares | 3.2M shares | 2.1M shares | 32.0M shares |
| Period ending | 2025-12-31 | 2025-05-31 | 2024-12-31 | 2024-10-31 | 2024-09-30 | 2023-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $1.5M | $58.7K | ||||
| Deposits | $33.9K | $16.9K | ||||
| Due from related party | $20.1K | |||||
| TOTAL CURRENT ASSETS | $1.5M | $75.6K | ||||
| Property and equipment, net of accumulated depreciation of $1,012 and $2,256 | $1.8K | $2.8K | ||||
| Right of use - asset | $307.9K | $59.5K | ||||
| Intangible assets - acquired patents and license, net of amortization and impairment | $14.2M | $15.2M | ||||
| TOTAL NON-CURRENT ASSETS | $14.5M | $15.3M | ||||
| TOTAL ASSETS | $16.1M | $15.4M | ||||
| Accounts payable and accrued liabilities | $416.7K | $837.5K | ||||
| Payroll tax liabilities | $9.4K | |||||
| Notes payable | $150.0K | |||||
| Right-of-use liability - operating lease | $307.8K | $65.0K | ||||
| TOTAL CURRENT LIABILITIES | $890.6K | $1.4M | ||||
| TOTAL LIABILITIES | $890.6K | $1.4M | ||||
| Common stock (par value $0.0001), 200,000,000 shares authorized, of which 15,888,795 and 3,245,641 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | $1.6K | $325 | ||||
| Stock warrants | $324.3K | $324.3K | ||||
| Subscription receivable | -$1.1M | |||||
| Additional paid in capital | $55.5M | $34.8M | ||||
| Accumulated deficit | -$40.6M | -$20.0M | ||||
| Accumulated other comprehensive loss | -$2.8K | -$9.8K | ||||
| TOTAL STOCKHOLDERS EQUITY | $15.2M | $13.9M | ||||
| Non-controlling interest | -$1.5K | -$1.1K | ||||
| TOTAL STOCKHOLDERS EQUITY | $15.2M | $13.9M | $774.8K | |||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $16.1M | $15.4M | ||||
| Accumulated depreciation | $1.0K | $2.3K | ||||
| Preferred stock, par value | $0.00 | |||||
| Preferred stock, shares authorized | 10.0M shares | |||||
| Common stock, par value | $0.00 | $0.00 | ||||
| Common stock, shares authorized | 200.0M shares | 200.0M shares | ||||
| Common stock, shares issued | 15.9M shares | 3.2M shares | 2.1M shares | 32.0M shares | ||
| Common stock, shares outstanding | 15.9M shares | 93.7K shares | 3.2M shares | 2.1M shares | 32.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$20.6M | -$8.7M |
| Depreciation | $1.0K | $9.9K |
| Issuance of common stock for services | $10.7M | $2.1M |
| Options vested for stock-based compensation | $1.2M | $248.7K |
| Loss on sale of assets | $18.4K | |
| Amortization of intangible assets | $1.1M | $721.5K |
| Amortization of license agreement | $600.6K | |
| Operating lease right of use asset | $68.5K | $59.8K |
| Inventory obsolescence | $18.5K | |
| Loss from settlement | $125.6K | |
| Loss from debt extinguishment related parties | $19.4K | |
| Deposits | -$17.0K | |
| Accounts payable and accrued liabilities | $55.7K | $696.7K |
| Accrued liabilities - related parties | -$63.7K | |
| Operating lease right-of-use liabilities | -$74.0K | -$6.6K |
| Payroll tax liabilities | $9.4K | |
| Other liabilities | -$216.4K | -$27.0K |
| NET CASH USED IN OPERATING ACTIVITIES | -$5.9M | -$4.9M |
| Sale of assets | $65.0K | |
| NET CASH PROVIDED BY(USED IN) INVESTING ACTIVITIES | $65.0K | |
| Proceeds from borrowings on notes payable | $500.0K | $150.0K |
| Proceeds from borrowings on notes payable - related parties | $175.0K | |
| Proceeds from sales of common stock | $4.6M | $1.3M |
| Proceeds from sales of series B convertible preferred stock | $100.0K | $2.6M |
| Proceeds from exercise of warrants | $927.0K | |
| Collection of subscriptions receivable | $1.1M | |
| Repayment of borrowings on notes payable - related parties | -$206.5K | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $7.3M | $4.1M |
| End of period | $1.4M | -$670.5K |
| Effects of currency translation on cash and cash equivalents | $7.1K | -$9.8K |
| Right of use assets acquired under new operating leases | $316.9K | |
| Issuance of common stock for license agreement | $2.0M | |
| Issuance of common stock for patent acquisition | $1.3M | |
| Issuance of Series C Convertible Preferred for patent acquisition | $14.2M | |
| Issuance of common stock for payment of Preferred B dividend | $70.2K | |
| Issuance of common stock for settlement of debt settlement | $590.0K | |
| Issuance of common stock for settlement of note payable | $500.0K | |
| Issuance of common stock for settlement of note payable - related parties | $150.0K | |
| Issuance of common stock for conversion of Series B Convertible Preferred | $201 | $1.1M |
| Issuance of common stock for cashless warrant exercise | $23 |
No quarter-by-quarter statement was filed.
Corporate structure
MANGOCEUTICALS, INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of MANGOCEUTICALS, INC.
- Jacob D. Cohen Filed SCHEDULE 13D/A on MANGOCEUTICALS, INC., latest Oct 6, 2026 (7 filings since May 3, 2023)
- GREENFIELD INVESTMENTS LTD. Filed SCHEDULE 13G on MANGOCEUTICALS, INC., latest Jan 22, 2025
- MANGOCEUTICALS, INC. Dallas, Texas, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What MANGOCEUTICALS, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Machinery and equipment | $119.8K4 Dec 31, 2024 | $119.8K6 Dec 31, 2023 | 0% |
| Computer equipment and software | $5.1K4 Dec 31, 2025 | $5.1K4 Dec 31, 2024 | 0% |
| Accumulated depreciation | $1.0K4 Dec 31, 2025 | $2.3K4 Dec 31, 2024 | −55.1% |
| Property and equipment, net | $1.8K4 Dec 31, 2025 | $2.8K4 Dec 31, 2024 | −36.1% |
| Operating-lease assets (leased space) | $307.9K4 Dec 31, 2025 | $59.5K4 Dec 31, 2024 | +417.5% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $1.5M4 Dec 31, 2025 | $58.7K4 Dec 31, 2024 | +2434.1% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $14.2M4 Dec 31, 2025 | $15.2M4 Dec 31, 2024 | −6.6% |
| Finite-lived intangibles, gross | $16.0M6 Dec 31, 2024 | ||
| Accumulated amortization | $721.5K6 Dec 31, 2024 | ||
| Finite-lived intangibles, net | $15.2M6 Dec 31, 2024 |
Properties, in its own words
On October 27, 2025, the Company entered into a Lease Agreement (the “Lease”) with SVHQ, LLC (the “Landlord”) to lease and occupy approximately 2,467 square feet of office space located at 17130 Dallas Parkway, Suite 245, Dallas, Texas 75248 (the “Premises”). The Lease also includes the non-exclusive right, in common with the Landlord, to use and occupy an adjacent shared space consisting of approximately 1,253 square feet (the “Shared Space”). The Lease has a term of sixty (60) months, commencing on November 1, 2025 and expiring on October 31, 2030, and has a monthly base rent of $4,852, including $3,803 for the Premises and $966 for the Shared Space (the “Base Rent”). In addition to the Base Rent, the Company is required to reimburse the Landlord for its pro-rata share of all real estate taxes and assessments, insurance, and common area maintenance costs for the building at the rate of 14.81%, consisting of 11.81% for the Premises and 3.00% for the Shared Space (the “Additional Rent”). Upon the execution of the Lease, the Company agreed to prepay the first full month’s Base Rent and Additional Rent, consisting of $6,141, along with a security deposit equal to $14,557. The Lease includes a right of first refusal to purchase the Premises, but not the Shared Space, on the same terms and conditions as those offered by the Landlord to any bona fide third-party purchaser during the term. The Lease includes customary representations of the Company and the Landlord.
We believe our facilities are sufficient to meet our current needs and that suitable space will be available as and when needed. We do not own any real property.
Item 2 of the 10-K filed Apr 1, 2026.9
Leadership
Who has led MANGOCEUTICALS, INC., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerJacob D. Cohen Mar 20, 2023 to now10
- PresidentAntonios Isaac Jan 21, 2025 to now11
- PresidentJonathan Arango Mar 20, 2023 to Mar 20, 202312
- Chief financial officerEugene M. Johnston Mar 20, 2023 to now13
- Chief operating officerJonathan Arango Mar 20, 2023 to Mar 20, 202312
- Chief operating officerAmanda Elizabeth Hammer May 4, 2023 to Jun 5, 202414
Board members and other officers (5)
- Board memberAntonios Isaac Jan 21, 2025 to now11
- Board memberJacob D. Cohen Mar 20, 2023 to now10
- Board memberJonathan Arango Mar 20, 2023 to Mar 20, 202312
- Board memberKenny Myers Mar 20, 2023 to now15
- Board memberLorraine Pamela D'Alessio Mar 20, 2023 to now16
Timeline
- Oct 9, 20268-K Entered a material agreement17
- Oct 1, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares18
- Aug 21, 20268-K Ended a material agreement19
- Aug 4, 20268-K Other events20
- Jul 30, 20268-K Entered a material agreement; Executive or director change; Bylaws or fiscal year changed21
- Jul 2, 20268-K Entered a material agreement; Unregistered sale of shares22
- Mar 17, 20268-K Executive or director change; Regulation FD disclosure23
- Feb 23, 20268-K Regulation FD disclosure24
- Feb 19, 20268-K Regulation FD disclosure25
- Feb 6, 20268-K Listing notice or transfer26
- Dec 19, 20258-K Entered a material agreement; Other events27
- Dec 19, 20258-K Entered a material agreement; Unregistered sale of shares28
- Mar 20, 2023New chief executive Jacob D. Cohen becomes CEO10
- Oct 7, 2021Founded MANGOCEUTICALS, INC. is founded2
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/202629
When it reported results
- Aug 15, 2024Reported quarterly or annual results30
- Oct 19, 2023Reported quarterly or annual results31
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
240 filings to the SEC since October 2021: 3 annual reports, 12 quarterly reports, 78 major events, 39 insider forms, 8 large holders, 2 private raises, 98 other. The latest 20:
- Oct 9, 20268-K EDGAR
- Oct 9, 2026424B5 EDGAR
- Oct 6, 20264 EDGAR
- Oct 6, 2026SCHEDULE 13D/A EDGAR
- Oct 6, 20264 EDGAR
- Oct 6, 20264 EDGAR
- Oct 1, 20268-K EDGAR
- Aug 21, 20268-K EDGAR
- Aug 13, 202610-Q EDGAR
- Aug 13, 2026425 EDGAR
- Aug 6, 2026425 EDGAR
- Aug 4, 2026425 EDGAR
- Aug 4, 20268-K EDGAR
- Jul 30, 2026425 EDGAR
- Jul 30, 2026425 EDGAR
- Jul 30, 20268-K EDGAR
- Jul 10, 2026S-8 EDGAR
- Jul 2, 20268-K EDGAR
- May 19, 202610-Q EDGAR
- May 15, 2026NT 10-Q EDGAR
The 240 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
7 open-market trades by officers, directors and large owners since October 2021: 1 buys and 6 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Dec 15, 2025 | JOHNSTON EUGENE MCFO | Sale | 3,333 | $1.17 | $3.9K | Form 4 |
| Dec 9, 2025 | JOHNSTON EUGENE MCFO | Sale | 5,000 | $1.20 | $6.0K | Form 4 |
| Dec 5, 2025 | JOHNSTON EUGENE MCFO | Sale | 10,000 | $1.13 | $11.3K | Form 4 |
| Nov 19, 2025 | Hamilton Alex P.Director | Sale | 125,000 | $1.22 | $152.5K | Form 4 |
| Jun 26, 2024 | Hamilton Alex P.Director | Sale | 108,426 | $0.32 | $34.7K | Form 4 |
| Jun 25, 2024 | Hamilton Alex P.Director | Sale | 16,574 | $0.31 | $5.1K | Form 4 |
| Apr 10, 2023 | Tiger Cub Trust10% owner | Buy | 275,000 | $1.00 | $275.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Jacob D. CohenSCHEDULE 13D/A, 7 filings May 3, 2023 to Oct 6, 202632
- GREENFIELD INVESTMENTS LTD.SCHEDULE 13G, 1 filing Jan 22, 202533
Money raised
Private offerings the company reported to the SEC on Form D.
- Aug 16, 2022Raised $1.5 million in a private offering of equity Form D: $2 million offered in all Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Citadel Advisors LLC | 338,964 | $128.8K | 0.0% | New |
| XTX Topco Ltd | 186,256 | $70.8K | 0.0% | +173,114 |
| Geode Capital Management, LLC | 156,243 | $59.4K | 0.0% | −38,239 |
| Ikarian Capital, LLC | 138,146 | $52.5K | 0.0% | No change |
| Vanguard Capital Management LLC | 123,041 | $46.8K | 0.0% | No change |
| Vanguard Fiduciary Trust Co | 57,163 | $21.7K | 0.0% | No change |
| Boothbay Fund Management, LLC | 38,441 | $14.6K | 0.0% | No change |
| Northern Trust Corp | 37,579 | $14.3K | 0.0% | No change |
| Ackerman Capital Advisors, LLC | 34,500 | $13.1K | 0.0% | No change |
| ACT Advisors, LLC. | 26,863 | $10.2K | 0.0% | New |
| Goldman Sachs Group Inc | 11,589 | $4.4K | 0.0% | −168 |
| Csenge Advisory Group | 10,000 | $3.8K | 0.0% | No change |
| Ameriflex Group, Inc. | 2,885 | $1.1K | 0.0% | New |
| Fortitude Family Office, LLC | 1,343 | $510 | 0.0% | No change |
| Morgan Stanley | 1,000 | $380 | 0.0% | No change |
| Tower Research Capital LLC (TRC) | 783 | $298 | 0.0% | −2 |
| Hrt Financial LP | 36,003 | $13 | 0.0% | New |
| Barclays PLC | 5 | $2 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How MANGOCEUTICALS, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARMANGOCEUTICALS, INC.1
- CIK0001938046
- Employer ID (EIN)87-38412929
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company9
- Incorporated inTexas9
- Fiscal year endsDecember 311
- Industry code (SIC)8090 Services-Misc Health & Allied Services, NEC1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address15110 Dallas Pkwy, Suite 600, Dallas, TX 752481
- Phone(833) 626-46791
- Shares outstanding21,567,422 as of Aug 13, 20268
- Public float$14.7M as of Jun 30, 20259
- AuditorTurner, Stone & Company, L.L.P., Dallas, Texas PCAOB ID 76; no auditor attestation of internal control over financial reporting9
- On EDGAR sinceAug 31, 20221
- Filings240 in all: 8-K (78), 4 (31), CORRESP (21), 10-Q (11), UPLOAD (10), 3 (8), EFFECT (8), S-1/A (7)1
All 38 form types
S-1 (6), 425 (5), 144 (4), S-8 (4), 10-K (3), DEF 14A (3), DRSLTR (3), POS AM (3), PRE 14A (3), SC 13D/A (3), SCHEDULE 13D/A (3), 144/A (2), 424B3 (2), 424B4 (2), 424B5 (2), DRS (2), DRS/A (2), SEC STAFF LETTER (2), 10-Q/A (1), 8-A12B (1), ARS (1), AW (1), CERT (1), D (1), D/A (1), NT 10-K (1), NT 10-Q (1), S-3 (1), SC 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Apr 1, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Feb 18, 2025
Latest 8-K (8-K) Oct 9, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.0001 Par Value Per Share | MGRX | NASDAQ |
From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).9
Risk factors and legal proceedings
The risks MANGOCEUTICALS, INC. names in Item 1A of its 10-K filed Apr 1, 2026: 70 risks under these headings, as written.9
- Risks Related to our Operating History and Need for Funding
- We have a limited operating history and have generated only limited revenues to date and there is no assurance that we can generate revenues or sell any commercial amount of our products in the future. We will need to raise additional funding to support our operations in the future.
- Since we have a limited operating history, it is difficult for potential investors to evaluate our business and our business is in a relatively new consumer product segment, which is difficult to forecast.
- We need additional capital which may not be available on commercially acceptable terms, if at all, and this raises questions about our ability to continue as a going concern.
- Risks Related to Our Business Activities
- We may not be able to successfully commercialize our Pharmaceutical Products or any other potential future men’s wellness products.
- We expect to face intense competition, often from companies with greater resources and experience than we have.
- We face, and may continue to face, intellectual property infringement or misappropriation, and other claims that could be costly to defend, result in significant damage awards or other costs (including indemnification awards), and limit our ability to sell certain products.
- We may enter into strategic transactions in the future which may result in a material change in our operations and/or a change of control.
- If we fail to successfully provide a good customer experience, including by developing new product offerings, our ability to attract members and customers may be materially adversely affected.
- Counterfeit versions of our products could harm our customers and have a negative impact on our revenues, earnings, reputation and business.
- We may expend our limited resources to pursue particular products or services and may fail to capitalize on products or services that may be more profitable or for which there is a greater likelihood of success.
The other 60 risks
- We have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, which entity is currently licensed to provide pharmacy services in 49 states and the District of Columbia.
- The Master Services Agreement does not address product liability claims which may result in us bringing legal claims or actions against Epiq Scripts to attempt to seek indemnification or contribution for product liability claims.
- We currently owe certain rights to Epic Scrips under the Management Services Agreement which may limit our future operations and/or have a material adverse effect on our operations and cash flow.
- We currently exclusively rely, and continue to exclusively rely, on Epiq Scripts, a related party entity, for our pharmacy compounding services.
- The use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.
- Our business depends on our brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside our control, could materially adversely affect our business.
- Our ability to gain and increase market acceptance and generate commercial revenues is subject to a variety of risks, many of which are out of our control.
- We may be unable to scale our operations fast enough to bring down our cost of sales and generate revenues sufficient to support our operations.
- Economic downturns or a change in consumer preferences, perception and spending habits has in the past, and could in the future, limit consumer demand for our products and negatively affect our future business.
- We rely upon independent third-party transportation providers for all of our product shipments and are subject to increased shipping costs as well as the potential inability of our third-party transportation providers to deliver on a timely basis.
- The failure of our Telemedicine Providers to attract and retain physicians in a competitive labor market could limit our ability to execute our growth strategy, resulting in a slower rate of growth.
- Our business could be adversely affected if physicians were classified as employees of the Telemedicine Providers instead of independent contractors.
- Disruption in our global supply chain could negatively impact our business.
- If we are unable to maintain or enter into future agreements with suppliers or our suppliers fail to supply us with our Compounded Products ingredients or any other potential future men’s wellness products, we may experience delays in selling our products.
- Our business is exposed to risks associated with credit card and other online payment chargebacks and fraud.
- Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or customers, or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.
- We may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our business, results of operations, and financial condition.
- If we become subject to product liability claims, we may be required to pay damages that exceed our insurance coverage, if any.
- Disruptions in our data and information systems could harm our reputation and our ability to run our business.
- Risks Related to Legal, Regulatory and Government
- We incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements.
- If we fail to comply with government laws and regulations it could have a materially adverse effect on our business.
- Marketing activities for our Pharmaceutical Products are subject to strict governmental regulation which may limit our ability to market or promote such product.
- Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations.
- Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.
- Our Compounded Products have not been, and will not be, approved by the FDA. The use of such products may cause serious side effects which could subject us to material litigation, damages and penalties.
- The main ingredients of our Compounded Products are publicly disclosed and are being specially compounded for the customer by a pharmacist with a physician’s prescription, and as a result, our Compounded Products formula can be replicated by other companies.
- Our Compounded Products need to be compounded by licensed pharmacists who are subject to risks regarding applicable exemptions from the FFDCA Act.
- Health care services, including arrangements with health care professionals, are heavily regulated at the state level, and the laws and regulations may be changed or subject to new interpretations.
- We do not have a pharmacy and depend on a related party to compound our Compounded Products and other potential future men’s wellness products.
- Our use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and revenue.
- Risks Related to Related Party Relationships and Transactions and Our Management
- We depend heavily on our senior management, including our Chief Executive Officer, who may have a conflict of interest with regard to various matters. The ability of certain key employees to devote adequate time to us is critical to the success of our business, and failure to do so may adversely affect our revenues and as a result could materially adversely affect our business, financial condition and results of operations.
- We have engaged, and in the future may engage, in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.
- We are significantly reliant on related party relationships.
- The related party pharmacy we have entered into an agreement with may not receive licenses in all of the 50 United States to provide national coverage for us to sell our Pharmaceutical Products and future products.
- Jacob D. Cohen, our Chairman and Chief Executive Officer exercises majority voting control over Mango & Peaches which holds substantially all of our assets and operations, which limits shareholders’ abilities to influence corporate matters and could delay or prevent a change in corporate control.
- Potential competition from our existing executive officers, after they leave their employment with us, and subject to the non-compete terms of their employment agreements, could negatively impact our profitability.
- Risks Related to Intellectual Property
- We operate in an industry with the risk of intellectual property litigation. Claims of infringement against us may hurt our business.
- Risks Related to the Telehealth Operations of Our Contracting Parties
- The telehealth business of our telehealth provider could be adversely affected by ongoing legal challenges or by new state actions restricting the ability to provide telehealth services in certain states.
- Our contracting parties’ telehealth business could be adversely affected by ongoing legal challenges to their business model or by new state actions restricting their ability to provide the full range of services in certain states.
- Risks Related to the Company’s Planned Solana Treasury Strategy
- The Company intends to purchase or otherwise acquire Solana, the price of which has been, and will likely continue to be, highly volatile. The Company’s operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.
- Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our planned Solana treasury strategy. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.
- Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
- Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats.
- Our Solana treasury strategy exposes us to various risks associated with Solana.
- Absent federal regulations, there is a possibility that SOL may be classified as a “security.” Any classification of SOL as a “security” would subject us to additional regulation and could materially impact the operation of our business.
- If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue our business as currently conducted.
- Risks Related to Our Governing Documents and Texas Law
- Our Certificate of Formation, Bylaws and Texas law provide for indemnification of officers and directors at our expense and limit the liability of our directors, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers or directors.
- We have established preferred stock which can be designated by our Board of Directors without shareholder approval.
- Anti-takeover provisions in our Certificate of Formation and our Bylaws, as well as provisions of Texas law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.
- Risks Related to Our Preferred Stock
- Our Series B Convertible Preferred Stock and 6% Series C Convertible Cumulative Preferred Stock include a liquidation preference.
- The issuance of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon exercise of the Warrants will cause immediate and substantial dilution to existing shareholders.
- Our outstanding Series C Preferred Stock accrues a dividend.
- Risks Related to Our Common Stock
- Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.
- Our common stock prices have been, and may continue to be, volatile and could decline substantially following the date of this Report.
- If our stock price fluctuates you could lose a significant part of your investment.
- We are not currently in compliance with Nasdaq’s continued listing requirements and there is no guarantee that our common stock will continue to trade on the Nasdaq Capital Market.
- If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.
- Certain of our outstanding warrants include anti-dilution and reset rights.
- The sale of shares of common stock under an Equity Purchase Agreement may cause significant dilution to existing shareholders.
- Future sales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of our common stock to decline and could result in dilution of your shares.
Legal proceedings
For a description of our material pending legal proceedings, see “Note 11, Commitments and Contingencies”, to the consolidated financial statements included in “Item 8. Financial Statements and Supplemental Data” of this Report.
The impact and outcome of litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The claims and others, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources. We may become involved in additional material legal proceedings in the future.
The opening of Item 3, Legal Proceedings.9
Sources
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- 11SEC EDGARAntonios Isaac, President
- 12SEC EDGARJonathan Arango, President
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- 15SEC EDGARKenny Myers, Board member
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- 17SEC EDGAREntered a material agreement
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- 19SEC EDGAREnded a material agreement
- 20SEC EDGAROther events
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- 24SEC EDGARRegulation FD disclosure
- 25SEC EDGARRegulation FD disclosure
- 26SEC EDGARListing notice or transfer
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- 29NasdaqNasdaq calendar
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