What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-07-28 compared with 2023-05-10 · 127 added, 137 removed, 270 unchanged (49% of the section changed)

11 unchanged sentences

in connection with our IPO (defined below)(the “ Prospectus ”).

capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our financial statements included above under “ Part I - Financial Information ” – “ Item 1.

capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our financial statements

included above under “ Part I - Financial Information ” – “ Item 1.

Financial Statements ”.

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of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the

accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition,

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition

to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition,

and cash flows.

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of Operations .

An analysis of our financial results comparing the three and nine months ended March 31, 2023 and 2022.

An analysis of our financial results comparing the three and six months ended June 30, 2023 and 2022.

and Capital Resources .

An analysis of changes in our balance sheets and cash flows and discussion of our financial

An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.

Accounting Policies and Estimates .

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and governmental action, which could result in costly litigation, significant fines, judgments or penalties.

currently anticipate using approximately $1.8 million of the net proceeds from our IPO to finance the marketing and operational expenses

associated with the marketing of our Mango ED product.

We launched our website in mid-November 2022.

To date, we have sold only a small

amount of products and generated only limited revenues.

has been formulated as a Rapid Dissolve Tablet (“RDT”) using a sublingual (applied under the tongue) delivery system to bypass

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of Operations

had working capital of $3.6 million as of March 31, 2023.

With our current cash on hand, expected revenues, and based on our current

average monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at

their current levels and to pay the costs associated with being a public company for the next 12 months.

We may however require additional

funding in the future to expand or complete acquisitions.

Our plan for the next twelve months is to continue using the same marketing

and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations

organically or through acquisitions as funding and opportunities arise, and, as discussed above, we have also purchased a homesite on

which we are in the process of constructing a custom home, which we then plan to sell.

As our business continues to grow, customer feedback

will be integral in making small adjustments to improve the product and overall customer experience.

We plan to raise additional required

funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold,

cause significant dilution to existing stockholders.

If we are unable to access additional capital moving forward, it may hurt our ability

to grow and to generate future revenues.

had working capital of $2.8 million as of June 30, 2023.

With our current cash on hand, expected revenues, and based on our current average

monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current

levels and to pay the costs associated with being a public company for the next 12 months.

We may however require additional funding

in the future to expand or complete acquisitions.

Our plan for the next twelve months is to continue using the same marketing and management

strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically

or through acquisitions as funding and opportunities arise, and, as discussed above, we have also purchased a homesite on which we are

in the process of constructing a custom home, which we then plan to sell.

As our business continues to grow, customer feedback will be

integral in making small adjustments to improve the product and overall customer experience.

We plan to raise additional required funding

when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant

dilution to existing stockholders.

If we are unable to access additional capital moving forward, it may hurt our ability to grow and

to generate future revenues.

are headquartered in Dallas, Texas and intend to grow our business both organically and through identifying acquisition targets over

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stock, or a combination thereof, all of which may result in significant dilution to existing shareholders.

support our existing operations or any future expansion of business, including the ability to execute our growth strategy, we must have

sufficient capital to continue to make investments and fund operations.

We have plans to pursue an aggressive growth strategy for the

expansion of operations through marketing to attract new customers for our Mango ED product.

expect that the proceeds from our IPO plus our current cash will be sufficient to fund our operations and execute our growth strategy

(as discussed above) for at least 12 months after the date of this Report.

Moving forward, we may seek additional funding through equity

financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.

We may not be able to obtain financing on acceptable terms or at all.

The terms of any financing may adversely affect the holdings or

rights of our shareholders.

Although we continue to pursue these plans, there is no assurance that we will be successful in obtaining

sufficient funding on terms acceptable to us to fund continued operations, if at all.

of Operations

launched our website in mid-November 2022.

To date and through March 31, 2023, we have sold only a small amount of products and generated

only $100,722 in revenues for the three months ended March 31, 2023.

We plan to continue to market and seek to sell commercial quantities

of our Mango ED product throughout 2023.

We did not generate any revenue for the three months ended March 31, 2022.

had cost of revenues of $23,753 and related party cost of revenues of $19,770, relating to amounts paid to Epiq Scripts, LLC, a related

party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, which entity provides us pharmacy and compounding

services (“ Epiq Scripts ”), each for the three months ended March 31, 2023, resulting in gross profit of $57,199 for

the three months ended March 31, 2022.

The related party revenues were associated with the Master Services Agreement entered into with

Epiq Scripts and a related statement of work and the remaining $23,753 was attributed to an unrelated party carrier and shipping expenses.

We did not have any cost of revenues for the three months ended March 31, 2023.

The Company analyzed the following factors when determining

the amounts to be paid to Epiq Scripts under the Master Services Agreement and related statement of work:

a) the fairness of the terms

for the Company (including fairness from a financial point of view);

b) the materiality of the transaction;

c) bids / terms for a similar

transaction from unrelated parties;

of the Three and Six Months Ended June 30, 2023 and 2022

began generating revenues in November 2022 and had revenues of $141,237 and $241,959 for the three and six month ended June 30,

2023, respectively, and we did not generate any revenues for the three and six months ended June 30, 2022.

had cost of revenues of $25,592 and $49,345 for the three and six month ended June 30, 2023, respectively, and related party cost of

revenues of $28,515 and 48,285 for the three and six month ended June 30, 2023, respectively, relating to amounts paid to Epiq Scripts,

LLC, a related party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, which entity provides us

pharmacy and compounding services (“ Epiq Scripts ”), resulting in gross profit of $87,130 and $144,329 for the three

and six months ended June 30, 2023, respectively.

The related party cost of revenues were associated with the Master Services Agreement

entered into with Epiq Scripts and a related statement of work and the remaining cost of revenues was attributed to the amounts paid

to our unrelated party doctors network and shipping expenses.

We did not have any cost of revenues for the three and six months ended

June 30, 2022, as we did not begin generating revenues until November 2022.

Company analyzed the following factors when determining the amounts to be paid to Epiq Scripts under the Master Services Agreement and

related statement of work:

a) the fairness of the terms for the Company (including fairness from a financial point of view);

b) the materiality

of the transaction;

c) bids / terms for a similar transaction from unrelated parties;

d) the structure of the transaction;

and e) the interests of each related party in the transaction.

interests of each related party in the transaction.

Expenses and Net Loss

had total general and administrative expenses of $2,616,324 and imputed interest expense of $1,760 (which represented imputed interest

on the related party loans discussed below under “Liquidity and Capital Resources”) for the three months ended March 31,

2023, resulting in a net loss of $2,560,885, compared to general and administrative expenses of $18,710 and $889 of imputed interest

expense (which represented imputed interest on the related party loans discussed below under “Liquidity and Capital Resources”)

for the three months ended March 31, 2022.

increase in general administration expenses for the three months ended March 31, 2023, compared to the prior period, was due primarily

to (a) stock-based compensation from issuances of options and warrants, totaling $764,271 (including a total of $700,000

attributed to stock issued for services and 64,271 attributed to stock-based compensation from issuances of options and warrants)

and $0 for the three months ended March 31, 2022, respectively, which increase was due to us having issued no stock compensation

during the 2022 period;

(b) advertising and marketing expenses in the amount of $284,366 and $18,700, for the three months ended March

31, 2023 and 2022, respectively, related to us increasing our advertising and marketing costs in the 2023 period as we ramped up our

marketing efforts in connection with the expansion of our operations;

31, 2023 and 2022, respectively, mainly related to legal fees in the current period in connection with our initial public offering and

related matters;

(d) placement agent fees of $400,000 and $0, for the three months ended March 31, 2023 and 2022, respectively, relating

to fees paid to our placement agent in connection with our initial public offering;

(e) salaries and benefits of $173,839 and $0, for

the three months ended March 31, 2023 and 2022, respectively, which increased due to the engagement of new employees as we ramped up

our operations in the current period;

(f) accounting and auditing fees of $56,600 and $0 for the three months ended March 31, 2023 and

2022, respectively, which increase was in connection with fees paid to our accountants and auditors in connection with the preparation

of the financial statements for our initial public offering;

(g) general consulting related expenses of $163,513 and $0 for the three

months ended March 31, 2023 and 2022, respectively, related to other various consulting fees paid in connection with our operations in

had total general and administrative expenses of $2,379,388 and $4,995,712 and imputed interest gain of $8,233 and $6,473 (which

represented imputed interest canceled and reversed on the related party loans repaid as discussed below under “Liquidity and

Capital Resources”) for the three and six months ended June 30, 2023, resulting in a net loss of $2,284,025 and $4,884,910,

respectively, compared to general and administrative expenses of $327,902 and $346,612 and $1,583 and $2,472 of imputed interest

expense (which represented imputed interest on the related party loans discussed below under “Liquidity and Capital

Resources”) for the three and six months ended June 30, 2022.

This resulted in a net loss of $329,485 and $349,084,

respectively.

increase in general administration expenses for the three and six months ended June 30, 2023, compared to the prior period, was due

primarily to (a) stock-based compensation from issuances of options and warrants, totaling $764,201 and $451,233 (including a total

of $699,930 and $386,963 attributed to stock issued for services and $64,271 and $64,271 attributed to stock-based compensation from

issuances of options and warrants) and $0 and $224,775 for the three and six months ended June 30, 2022, respectively, which

increase was due to us having issued less stock for compensation during the 2022 period;

(b) advertising and marketing expenses in

the amount of $284,366 and $912,997 and $18,710 and $65,238, for the three and six months ended June 30, 2023 and 2022,

respectively, related to us increasing our advertising and marketing costs in the 2023 period as we ramped up our marketing efforts

in connection with the expansion of our operations;

six months ended June 30, 2023 and 2022, respectively, mainly related to legal fees in the current period in connection with our

initial public offering and related matters;

(d) placement agent fees of $400,000 and $0, for the three and six months ended June

30, 2023 and $0 and $0 for 2022, respectively, relating to fees paid to our placement agent in connection with our initial public

(e) salaries and benefits of $173,839 and $383,897 and $0 and $0 for the three and six months ended June 30, 2023 and

2022, respectively, which increased due to the engagement of new employees as we ramped up our operations in the current period;

accounting and auditing fees of $56,600 and $77,600 and $0 and $10,000, for the three and six months ended June 30, 2023 and 2022,

respectively, which decrease was in connection with fees paid to our accountants and auditors in connection with the preparation of

the financial statements for our initial public offering;

(g) general consulting related expenses of $163,513 and $219,141 and $0

and $0, for the three and six months ended June 30, 2023 and 2022, respectively, related to other various consulting fees paid in

connection with our operations in the current period;

and (h) software development fees of $131,420 and $291,260 and $0 and $0 for

the three and six months ended June 30, 2023 and 2022, respectively, related to the front and backend development of our website in

the current period.

and (h) software development fees of $131,420 and $0 for the three months ended March 31, 2023 and 2022, respectively,

related to the front and backend development of our website in the current period.

Software development expenses are integral to customers accessing our ordering system and successfully placing

an order for our products.

We had not yet implemented our online ordering in the first six months of 2022.

and Capital Resources

of March 31, 2023, we had $3,791,216 of cash on-hand, compared to $682,860 of cash on-hand of December 31, 2022.

We also had $31,275

of prepaid expenses, related party, relating to amounts funded to Epiq Scripts, which is 51% owned and controlled by Jacob D.

our Chairman and Chief Executive Officer, $114,936 of property and equipment, net consisting of computers, office and custom product

packaging equipment, $16,942 of security deposit, representing the security deposit on our leased office space and $160,916 of right

of use asset in connection with our office space lease.

Cash increased mainly due to funds raised in the IPO.

of March 31, 2023, the Company had total current liabilities of $182,842, consisting of notes payable to related parties of $89,200,

as discussed in further detail below under “Related Party Loans and Advances”, $30,796 of accounts payable and accrued

liabilities, $4,424 of payroll tax liabilities, and $58,422 of right-of-use liability, operating lease, current portion.

of June 30, 2023, we had $2,947,495 of cash on-hand, compared to $682,860 of cash on-hand of December 31, 2022.

We also had $52,760 of

right-of-use liability, long-term.

of March 31, 2023, we had $4,115,285 in total assets, $296,109 in total liabilities, working capital of $3.6 million and a total accumulated

prepaid expenses, related party, relating to amounts funded to Epiq Scripts, which is 51% owned and controlled by Jacob D.

Chairman and Chief Executive Officer, $108,712 of property and equipment, net consisting of computers, office and custom product packaging

equipment, $16,942 of security deposit, representing the security deposit on our leased office space and $147,159 of right of use asset

in connection with our office space lease.

Cash increased mainly due to funds raised in the IPO, offset by cash used for general operating expenses.

of June 30, 2023, the Company had total current liabilities of $196,482, consisting of $130,205 of accounts payable and accrued liabilities,

$6,125 of payroll tax liabilities, and $60,152 of right-of-use liability, operating lease, current portion.

We also had $97,391 of right-of-use

liability, long-term.

of June 30, 2023, we had $3,296,562 in total assets, $293,873 in total liabilities, working capital of $2.8 million and a total accumulated

deficit of $6,860,666.

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its report on our financial statements as of December 31, 2022.

As of March 31, 2023, our current capital resources, combined with the

As of June 30, 2023, our current capital resources, combined with the

net proceeds from the offering, are expected to be sufficient for us to fund operations for the next 12 months.

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expansion of operations through marketing to attract new customers for our Mango ED product.

March 31, 2023

March 31, 2022

June 30, 2023

June 30, 2022

Cash provided by (used in):

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Net increase (decrease) in cash

cash used in operating activities was $1,809,865 for the three months ended March 31, 2023, which was mainly due to $2,560,885 of net

loss, offset by $700,000 of common stock issued for services.

cash used in operating activities was $18,710 for the three months ended March 31, 2022, which was due to $19,599 of net loss offset

by $899 of imputed interest.

cash used in investing activities was $3,519 for the three months ended March 31, 2023, which was due to the purchase of equipment.

cash provided by financing activities was $4,921,740 for the three months ended March 31, 2023, which was due to $5,000,000 of funds

raised in the IPO, offset by repayments of notes payable of $78,260.

cash provided by financing activities was $50,000 for the three months ended March 31, 2022, due to borrowings from related parties of

cash used in operating activities was $3,588,886 for the six months ended June 30, 2023, which was mainly due to $4,844,910 of net

loss, offset by $1,087,000 of common stock issued for services, $128,542 for options vested for stock based compensation, increase

in inventory of $23,494, increase in prepaid expense of $41,015, and a $96,530 decrease in accounts payable and accrued

cash used in operating activities was $96,612 for the six months ended June 30, 2022, which was mainly due to $349,084 of net loss

offset by $225,000 of common stock issued for services and $25,000 in accounts payable and accrued expenses.

cash used in investing activities was $3,519 for the six months ended June 30, 2023, which was due to the purchase of equipment,

compared to $0 for the six months ended June 30, 2022.

cash provided by financing activities was $5,857,040 for the six months ended June 30, 2023, which was due to $5,000,000 of funds raised

in the IPO and $1,024,000 in proceeds from the exercise of warrants, offset by repayments of notes payable of $78,260 and repayments

of related party notes payable of $89,200.

cash provided by financing activities was $74,930 for the six months ended June 30, 2022, which was solely related to borrowings

from related parties.

Party Loans and Advances

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to cover various general and administrative expenses.

The Company repaid Cohen Enterprises $25,000 on August 18, 2022, bringing the total

amount owed to Cohen Enterprises to $89,200 as of December 31, 2022 and March 31, 2023.

The Company recorded imputed interest equal to

8% per annum, or $1,760, against the related party advances for the three months ended March 31, 2023.

Cohen, the Company’s Chairman and Chief Executive Officer, has made his personal credit card available for purchases on

behalf of the Company to cover various general and administrative expenses.

Cohen has been repaid a total of $247,126 for the

three months ended March 31, 2023, and $248,151 for the year ended December 31, 2022, for Company purchases made using his personal

The Company repaid Cohen Enterprises $25,000 on August 18, 2022 and the remaining

$89,200 on April 4, 2023, bringing the total amount owed to Cohen Enterprises to $0 as of June 30, 2023.

The Company further recorded

a credit of $8,233 towards imputed interest (previously calculated at a rate of 8% per annum) against the related party advances for

the six months ended June 30, 2023.

November 18, 2022, the Company entered into a Secured Installment Promissory Note with a vendor for the purchase of equipment in the

amount of $78,260 (the “Note Payable”).

The note bears no interest unless an event of default occurs, and then it bears interest

at the rate of 10% per annum until paid in full.

The Note Payable was payable in installments, requiring a payments of $5,000 on each

of January 1, 2023, February 1, 2023, and March 1, 2023, with a $31,630 payment due on April 1, 2023 and a final payment due on May 1,

2023, for the outstanding balance, all of which were paid.

The outstanding balance on December 31, 2022 was $78,260 and as of March 31,

2023, was $0.

The Note Payable may be prepaid at any time without penalty, and is payable immediately upon a change of control of the

The equipment relating to the Note Payable is kept at Epiq Scripts principal business location and is used by Epiq Scripts in

fulfilling orders of our products.

The note bears no interest unless an event of default occurs, and then it bears

interest at the rate of 10% per annum until paid in full.

The Note Payable was payable in installments, requiring a payments of

$5,000 on each of January 1, 2023, February 1, 2023, and March 1, 2023, with a $31,630 payment due on April 1, 2023 and a final

payment due on May 1, 2023.

The January 1 and March 1, 2023 payments were timely made and on March 23, 2023, the Company elected to

pay off the remaining balance of $63,260.

The outstanding balance on December 31, 2022 was $78,260 and as of June 30, 2023, was $0.

The Note Payable may be prepaid at any time without penalty, and is payable immediately upon a change of control of the Company.

equipment relating to the Note Payable is kept at Epiq Scripts principal business location and is used by Epiq Scripts in fulfilling

orders of our products.

Epiq Scripts is 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer.

The Note Payable includes customary events of default and covenants of the Company.

The equipment acquired includes an auto-lock shut-off

such that if we are in default under the Note Payable, such equipment will shut-off and be unusable.

The amount owed under the Note Payable

is secured by the equipment purchased.

Note Payable includes customary events of default and covenants of the Company.

The equipment acquired includes an auto-lock

shut-off such that if we are in default under the Note Payable, such equipment will shut-off and be unusable.

The amount owed under

the Note Payable is secured by the equipment purchased.

Private Placement

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statements appearing elsewhere in the Prospectus.

During the quarter ended March 31, 2023, there were no material changes to our critical

During the quarter ended June 30, 2023, there were no material changes to our critical

accounting policies from those discussed in our Prospectus.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis