MGRX filing — read by section

Item 1A. Risk Factors

Item
1A. Risk Factors 

 Selected
Risks Associated with Our Company 

 Our
business is subject to numerous risks and uncertainties, including those in the section entitled “Risk Factors” and elsewhere
in this Report. These risks include, but are not limited to, the following: 

 ● 
 Our
 need for additional funding, the availability and terms of such funding, and dilution caused thereby; 

 ● 
 We
 have a limited operating history and have not produced sufficient revenues to support our operations to date; 

 ● 
 Our
 ability to execute our growth strategy and scale our operations and risks associated with such growth, and our ability to attract
 members and customers; 

 ● 
 The
 effect of pandemics and governmental responses thereto on our operations, those of our vendors, our customers and the economy in
 general; 

 ● 
 Risks
 associated with our ED product which has not been, and will not be, approved by the FDA and has not had the benefit of the FDA’s
 clinical trial protocol which seeks to prevent the possibility of serious patient injury and death; 

 ● 
 Risks
 that the FDA may determine that the compounding of our planned products does not fall within the exemption from the FFDCA Act provided
 by Section 503A; 

 ● 
 Our
 significant reliance on related party transactions and risks associated with such related party relationships and agreements; 

 ● 
 The
 effect of data security breaches, malicious code and/or hackers; 

 ● 
 Competition
 and our ability to create a well-known brand name; 

 ● 
 Changes
 in consumer tastes and preferences; 

 ● 
 Material
 changes and/or terminations of our relationships with key parties; 

 ● 
 Significant
 product returns from customers, product liability, recalls and litigation associated with tainted products or products found to cause
 health issues; 

 ● 
 Our
 ability to innovate, expand our offerings and compete against competitors which may have greater resources; 

 ● 
 Our
 Chairman and Chief Executive Officer, Jacob D. Cohen our President, Chief Operating Officer and Director, Jonathan Arango, have majority
 voting control over the company which may deter some investors; 

 ● 
 Our
 ability to prevent credit card and payment fraud; 

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 ● 
 Risks
 associated with inflation, and increases in interest rates and economic downturns, including potential recessions, as well as macroeconomic,
 geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russian conflict and Israel/Hamas
 conflict) and other large-scale crises; 

 ● 
 The
 risk of unauthorized access to confidential information; 

 ● 
 Our
 ability to protect our intellectual property and trade secrets, claims from third-parties that we have violated their intellectual
 property or trade secrets and potential lawsuits in connection therewith; 

 ● 
 Our
 and our providers’ ability to comply with government regulations, changing regulations and laws, penalties associated with
 any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, and our ability to comply with such new laws
 or regulations; 

 ● 
 Our
 reliance on our current management and the terms of their employment agreements with us; 

 ● 
 The
 outcome of future lawsuits, litigation, regulatory matters or claims; 

 ● 
 The
 fact that certain recent initial public offerings of companies with public floats comparable to the public float of the Company have
 experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company; and the fact
 that we may experience similar volatility, which may make it difficult for investors to assess the value of our common stock; 

 ● 
 Certain
 terms and provisions of our governing documents which may prevent a change of control, and which provide for indemnification of officers
 and directors, limit the liability of officers or directors, and provide for the board of director’s ability to issue blank
 check preferred stock; and 

 ● 
 The
 volatile nature of the trading price of our common stock following the IPO; and dilution which may be caused by future sales of securities. 

 Our
business involves significant risks. You should carefully consider the risks and uncertainties described below, together with all of
the other information in this Quarterly Report on Form 10-Q and in our other public filings, as well as our audited financial statements
and related notes as disclosed in the Prospectus, dated March 20, 2023, filed with the Securities and Exchange Commission (“SEC”)
in accordance with Rule 424(b) of the Securities Act on March 22, 2023 (the “Prospectus”) in connection with our initial
public offering (“IPO”). The risks and uncertainties described below are not the only ones we face. Additional risk and uncertainties
that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. The realization
of any of these risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results
of operations, growth and future prospects as well as our ability to accomplish our strategic objectives. In that event, the market price
of our common stock could decline and you could lose part or all of your investment. Our actual results could differ materially from
those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described
below. The risks relating to our business set forth in our Prospectus, are set forth below and are unchanged substantively as of March
20, 2023, except for those risks designated by an asterisk (*), which are significantly updated compared to the similar named risk factors
set forth in the Prospectus. Additionally, those risks designated by a plus sign (+) represent new risk factors not included in the Prospectus.
In addition, the prior risk factor entitled “Jacob D. Cohen, our Chairman and Chief Executive Officer, beneficially owns greater
than 50% of our outstanding shares of common stock, which causes us to be deemed a “controlled company” under the rules of
Nasdaq.” is no longer relevant or applicable to the Company. 

 Investing
in our common stock involves a high degree of risk. You should carefully consider each of the following risks, together with all other
information set forth in this Report, including the financial statements and the related notes, before making a decision to buy our common
stock. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our common stock
could decline, and you may lose all or part of your investment. 

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 Risks
Related to our Operating History and Need for Funding 

 We
were recently formed, 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
were only recently formed and have limited operating history. We launched our website in mid-November 2022. To date we have sold only
a small amount of products and generated only limited revenues and have not sold sufficient quantities of our Mango ED products to support
our operations. There is no assurance that we can generate revenues sufficient to support our operations, and even if additional revenues
are generated, there is no assurance that we can generate sufficient net income to support our operations. As reflected in the accompanying
financials, the Company had a net loss of $6,644,370 for the nine months ended September 30, 2023 and an accumulated deficit of $8,660,126
as of September 30, 2023. Additionally, the Company had a net loss of $1,998,055 for the year ended December 31, 2022 and an accumulated
deficit of $2,015,756 as of December 31, 2022. 

 We have experienced recurring net losses since inception. We believe that we will continue to incur substantial operating expenses in
the foreseeable future as we continue to invest to bring our Mango ED products to market and to attract customers, expand the product
offerings and enhance technology and infrastructure. These efforts may prove more expensive than we anticipate, and we may not succeed
in generating commercial revenues or net income to offset these expenses. Accordingly, we may not be able to achieve profitability, and
we may incur significant losses for the foreseeable future. Our independent registered public accounting firm included an explanatory
paragraph in its report on our financial statements as of December 31, 2022. As of September 30, 2023, our current capital resources are
not sufficient for us to fund operations for the next 12 months. As such, we will need funding in addition to the funding raised in our
IPO, to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require
us to raise funding. We currently anticipate such funding being raised through the offering of debt or equity. Such additional financing
may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and
we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may
result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business
plan, which may cause the value of our securities to decline in value.

 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. 

 Our
limited operating history in the health and wellness industry may hinder our ability to successfully meet our objectives and makes it
difficult for potential investors to evaluate our business or prospective operations. As an early-stage company, we are subject to all
the risks inherent in the financing, expenditures, operations, regulatory compliance, complications and delays inherent in a new business.
Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. The likelihood
of our success must be considered in light of the problems, expenses, difficulties, regulatory challenges, complications and delays frequently
encountered in connection with the formation of a new business, the development of a new strategy and the competitive environment in
which we operate. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability. 

 Additionally,
our industry segment is relatively new, and is constantly evolving. As a result, there is a lack of available information with which
to forecast industry trends or patterns. There is no assurance that sustainable industry trends or preferences will develop that will
lead to predictable growth or earnings forecasts for individual companies or the industry segment as a whole. We are also unable to determine
what impact future governmental regulation may have on trends and preferences or patterns within our industry segment. 

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 We
will 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.(*) 

 We
need capital to support our operations and continue to market and commercialize our current Mango ED products. We may also require additional
funding in the future to support our operations, expand our product line, pay expenses, or expand or complete acquisitions. The most
likely source of future funds presently available to us will be through the sale of equity capital or debt. Any sale of share capital
will result in dilution to existing shareholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to
repay our future indebtedness or may default on our future debts, jeopardizing our business viability. 

 We
may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to
expand our operations and business, which might result in the value of our securities decreasing in value or becoming worthless. Additional
financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business
plans. Obtaining additional financing contains risks, including: 

 ● 
 additional
 equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for
 current shareholders; 

 ● 
 loans
 or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation
 provisions, which are not acceptable to management or our directors; 

 ● 
 the
 current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt
 financing; and 

 ● 
 if
 we fail to obtain required additional financing to commercialize our products and grow our business, we would need to delay or scale
 back our business plan, reduce our operating costs, or delay product launches, each of which would have a material adverse effect
 on our business, future prospects, and financial condition. 

 Additionally,
we may have difficulty obtaining additional funding, and we may have to accept terms that would adversely affect our shareholders. For
example, the terms of any future financings may impose restrictions on our right to declare dividends (provided that none are currently
planned) or on the manner in which we conduct our business. Additionally, lending institutions or private investors may impose restrictions
on a future decision by us to make capital expenditures, acquisitions or significant asset sales. If we are unable to raise additional
funds, we may be forced to curtail or even abandon our business plan. 

 Risks
Related to Our Business Activities 

 We
may not be able to successfully commercialize our Mango ED products or any other potential future men’s wellness products. 

 We
may not be able to effectively commercialize our Mango ED products or any other potential future men’s wellness products. If we
are unable to successfully commercialize our Mango ED products or successfully develop, produce, launch and commercialize any other potential
future men’s wellness products, our ability to generate product sales will be severely limited, which will have a material adverse
impact on our business, financial condition, and results of operations. 

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 We
expect to face intense competition, often from companies with greater resources and experience than we have. 

 The
health, wellness, and telemedicine industries are highly competitive and subject to rapid change. The industries continue to expand and
evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors
have substantially greater financial, technological, managerial and research and development resources and experience than we have. We
mainly compete with other companies offering men’s wellness products, including Hims & Hers Health, Inc. and Roman, and with
our Mango ED products, we are also competing against much larger pharmaceutical companies who offer ED branded drugs like Viagra (Pfizer)
and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation) and their generic forms.
The majority of these competitors and potential competitors have more experience than we have in the development of health and wellness
services and products. In addition, our planned services and products will compete with service and product offerings from large and
well-established companies that have greater marketing and sales experience and capabilities than we or the parties with which we contract
have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue. 

 We
believe that our ability to compete depends upon many factors both within and beyond our control, including: 

 ● 
 our
 marketing efforts; 

 ● 
 the
 flexibility and variety of our product offerings relative to our competitors, and our ability to timely launch new product initiatives; 

 ● 
 the
 quality and price of products offered by us and our competitors; 

 ● 
 our
 reputation and brand strength relative to our competitors; 

 ● 
 customer
 satisfaction; 

 ● 
 the
 size and composition of our customer base; 

 ● 
 the
 convenience of the experience that we provide; 

 ● 
 our
 ability to comply with, and manage the costs of complying with, laws and regulations applicable to our business; and 

 ● 
 our
 ability to cost-effectively source and distribute the products we offer and to manage our operation. 

 Many
competitors also have longer operating histories, and will have larger fulfillment infrastructures, greater technical capabilities, faster
shipping times, lower-cost shipping, lower operating costs, greater financial, marketing, institutional and other resources and larger
consumer bases than we do. These factors may also allow our competitors to derive greater revenue and profits from their existing consumer
bases, acquire consumers at lower costs or respond more quickly than we are able to, to new or emerging technologies and changes in product
trends and consumer shopping behavior. These competitors may engage in more extensive research and development efforts, enter or expand
their presence in any or all of the ecommerce or retail channels where we compete, undertake more far-reaching marketing campaigns, and
adopt more aggressive pricing policies, which may allow them to build larger consumer bases or generate revenue from their existing consumer
bases more effectively than we are able to. As a result, these competitors may be able to offer comparable or substitute products to
consumers at similar or lower costs. This could put pressure on us to lower our prices, resulting in lower revenue and margins or cause
us to lose market share even if we lower prices. 

 Furthermore,
companies with greater resources or more well-known brand names may attempt to compete with us, and as a result, we may lose current
or potential customers and may be unable to generate sufficient revenues to support our operations, any one of which could have a material
adverse effect on our ability to grow and our results of operations. 

 We
may not successfully compete with larger competitors that have greater financial, sales, technical and other resources. Companies with
greater resources may acquire our competitors or launch new products, and they may be able to use their resources and scale to respond
to competitive pressures and changes in consumer preferences by reducing prices or increasing promotional activities, among other things. 

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 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. 

 Our
ability to obtain customers and retain future customers, attract customers and increase customer engagement with us will depend in part
on our ability to successfully implement and improve our customer experience, including by continuing to create and introduce new product
offerings, improving upon and enhancing our existing product offerings and strengthening our customers interactions with our brand and
products. If new or enhanced product offerings are unsuccessful, we may be unable to attract or retain customers and our operating results
could be materially adversely affected. Furthermore, new or shifting customer demands, tastes or interests, superior competitive offerings
or a deterioration in our product offering quality or our ability to bring new or enhanced product offerings to market quickly and efficiently
could negatively affect the attractiveness of our products and the economics of our business and require us to make substantial changes
to and additional investments in our product offerings or business model. 

 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.(*) 

 Because
we have limited financial and managerial resources, we must focus our efforts on particular service programs and products. As a result,
we may forego or delay pursuit of opportunities with other services or products that later prove to have greater commercial potential.
Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.
Any such failure could result in missed opportunities and/or our focus on products or services with low market potential, which would
harm our business and financial condition. Funds raised in the IPO are earmarked for among other things, branding, marketing and selling
our ED product, and does not include and capital allocated for future products or services anticipated to be sold in the future under
the ‘Mango’ label and brand. 

 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 only 47 states and the District of Columbia.(*) 

 We
have entered into a Master Services Agreement and Statement of Work (SOW) for Epiq Scripts, a related party, 51% owned and controlled
by Jacob D. Cohen, our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services. Epiq Scripts has filed
with the Utilization Review Accreditation Commission (“URAC”) to obtain its pharmacy accreditation and has State Board of
Pharmacy (or its equivalent) licenses in 47 states and the District of Columbia: Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin,
and Wyoming. It is also in the process of applying for additional state licenses and plans to eventually obtain licenses in all 50 states
by the end of 2023. As a result of the above, Epiq Scripts can currently only provide the Services to us in the 47 states described above
and the District of Columbia, and we are unable to sell products to any customers in any states other than those 47 states and the District
of Columbia, until Epiq Scripts is able to obtain licenses in other states and is limited to selling products to customers only in the
states in which Epiq Scripts holds licenses. 

 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. 

 Each
party to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and the other party’s officers,
directors, shareholders, employees, and agents from and against any and all nonparty claims, or actions for damages, liabilities (including
strict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs) to the proportionate extent caused
by (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents in connection with the performance of
the agreement, or (2) any breach of any representation, warranty or covenant under the agreement by the indemnitor or any of its employees
or agents. Additionally, the parties agreed that neither party will be liable to the other for special, incidental, or exemplary damages,
subject to certain limited exceptions. The Master Services Agreement does not address product liability claims or assign any rights of
indemnification or contribution in connection therewith. As a result, in the event of product liability claims, we may be forced to bring
legal claims or actions against Epiq Scripts to attempt to seek indemnification or contribution for product liability claims, to the
extent that we are sued in connection with such claims and Epiq Scripts isn’t sued or that we are found primarily liable for such
claims. Such claims may be costly, time consuming, and may not ultimately result in a favorable outcome to us, all of which may have
an adverse effect on the value of our securities. 

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 We
currently owe certain rights to Epic Scrips under the Management Services Agreement. (+) 

 On
September 1, 2022, and effective on August 30, 2022, we entered into the Master Services Agreement with Epiq Scripts, which was amended
on September 15, 2023. Pursuant to the Master Services Agreement and a related statement of work (“ SOW ”), Epiq Scripts
agreed to provide pharmacy and related services to us, we agreed to exclusively use Epiq Scripts as the provider of online fulfillment,
specialty compounding, packaging, shipping, dispensing and distribution services relating to products sold exclusively via our website,
that may be prescribed as part of a telehealth consultation on our platform, during the term of the Master Services Agreement, so long
as Epiq Scripts complies with the terms of the Master Services Agreement. The agreement also includes a 30-day right of first refusal
for Epiq Scripts to provide pharmacy services for any new product that Mango may introduce during the term of the Master Services Agreement. 

 Pursuant
to the Master Services Agreement, as amended, Epiq Scripts has certain rights in the event that the Company seeks to obtain pharmaceutical
services in connection with certain Company products (collectively, “ Pharmaceutical Services ”) in jurisdictions other
than the United States, including, without limitation, Mexico and the United Kingdom, where Epiq Scripts does not currently maintain
licenses or permits (“ Future Jurisdictions ”, which shall also include, to the extent applicable, any state in the
United States in which Epiq Scripts does not then hold required permits or licenses for the provision of the Pharmaceutical Services)
and/or to terminate Epiq Scripts’ rights to provide exclusive Pharmaceutical Services in any current state of the United States
or Future Jurisdiction where Epiq Scripts may then be providing Pharmaceutical Services to the Company (each a “ Current Jurisdiction ”). 

 Specifically,
should the Company decide to transfer any services provided by Epiq Scripts in a Current Jurisdiction to another pharmaceutical service
provider (“ Transferred Services ”), the Company will be required to pay Epiq Scripts a fee of 1% of the total gross
sales of all Prescription Products (defined below) by the Company resulting from the Transferred Services in the Current Jurisdiction,
for a period of the lesser of (a) five (5) years from the date the Company transferred the Transferred Services; and (b) through the
end of the term of the Master Services Agreement (including where applicable, any renewal term)(the “ Non-Use Fee ”).
The Non-Use Fee is payable monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar quarter. “ Prescription
Products ” means Products (as defined in the Master Services Agreement) sold by the Company which must be prescribed by a medical
doctor. 

 Notwithstanding
the above, the Non-Use Fee shall not apply, and the Company shall not be obligated to pay any Non-Use Fee (a) in the event that the Transferred
Services are provided directly by the Company or a majority-owned subsidiary of the Company; (b) in the event the Company decides to
enter into an agreement with another pharmaceutical service provider to provide Pharmaceutical Services in a Future Jurisdiction; or
(c) in connection with any services provided by any parties in any Future Jurisdictions. 

 Pursuant
to the Master Services Agreement, as amended, until September 15, 2028, the Company is required to notify Epiq Scripts in writing of
any plans to (a) expand its need for pharmacy services outside of those contemplated by the Master Services Agreement; (b) expand its
need for pharmacy services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new countries);
or (c) begin providing pharmacy services internally (either through organic growth or acquisition). Thereafter Epiq Scripts has the right
to provide the Company written notice of its intention to provide such services (as described in (a) or (b) above, whereafter the Company
is required to discuss and negotiate such services in good faith with Epiq Scripts for a period of not less than 15 days). Otherwise,
in the event of the occurrence of an event discussed in (c) above, the Company is required to discuss the possibility of Epiq Scripts
either co-operating the pharmacy or providing management services to the Company in good faith for 15 days. In the event after such 15
day period, the Company and Epiq Scripts cannot come to a mutually agreeable agreement, the Company is under no further obligation regarding
the matter set forth in the notice provided to Epiq Scripts. 

 The
rights and obligations set forth above could have a material adverse effect on the Company, its plans for future products and expansions,
or make such future products or expansion more costly or time consuming. 

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 We
currently exclusively rely, and continue to continue to exclusively rely, on Epiq Scripts, a related party entity with a limited operating
history, for our pharmacy compounding services.(*) 

 We
have entered into a Master Services Agreement with Epiq Scripts, a related party, 51% owned and controlled by Jacob D. Cohen, our Chairman
and Chief Executive Officer, to operate as our sole and exclusive licensed pharmacy to compound our Mango ED to customers, assuming such
Mango ED products are prescribed by physicians pursuant to our agreement with BrighterMD, LLC doing business as Doctegrity (“ Doctegrity ”).
Epiq Scripts was only formed in January 2022, and has only been compounding drugs for patients for a short period of time. We currently
exclusively rely, and continue to continue to exclusively rely, on Epiq Scripts. We face risks relying on a newly formed pharmacy with
limited operations. Those risks include risks that Epiq Scripts will not be able to follow applicable regulatory guidelines relating
to, will not be able to timely or cost effectively complete, or may not correctly, fulfill, specialty compound, package, ship, dispense
and/or distribute our Mango ED products. If Epiq Scripts is not able to scale its operations to meet the demand of our operations, or
is unable to undertake any of the actions described above, our business may be materially and adversely affected, we may need to find
a new partner pharmacy, which may charge us more money for its services or may not have as favorable contract terms, we may be delayed
or prevented from selling our Mango ED products, and may face fines, penalties or litigation. In the event of the occurrence of any of
the above, the value of our securities may decline in value or become worthless. 

 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. 

 We
believe our future success depends on our ability to maintain and grow the value of the “Mango” brand. Maintaining, promoting
and positioning our brand and reputation will depend on, among other factors, the success of our marketing and merchandising efforts
and our ability to provide a consistent, high-quality customer experience. Any negative publicity, regardless of its accuracy, could
materially adversely affect our business. Brand value is based in large part on perceptions of subjective qualities, and any incident
that erodes the loyalty of our customers, including adverse publicity or a governmental investigation or litigation, could significantly
reduce the value of our brand and significantly damage our business. 

 The
value of our brand also depends on effective customer support to provide a high-quality customer experience, which requires significant
personnel expense. If not managed properly, this expense could impact our profitability. Failure to manage or train our own or outsourced
customer support representatives properly, or our inability to hire sufficient customer support representatives could result in lower-quality
customer support and/or increased customer response times, compromising our ability to handle customer complaints effectively. 

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 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. 

 Our
Mango ED products and any other potential future men’s wellness products may not gain or increase market acceptance among physicians,
patients, healthcare payors or the medical community. We believe that the degree of market acceptance and our ability to generate commercial
revenues from such products will depend on a number of factors, including: 

 ● 
 our
 ability to expand the use of our products through targeted patient and physician education; 

 ● 
 competition
 and timing of market introduction of competitive products; 

 ● 
 quality,
 safety and efficacy in the approved setting; 

 ● 
 prevalence
 and severity of any side effects, including those of the components of our products; 

 ● 
 emergence
 of previously unknown side effects, including those of the generic components of our products; 

 ● 
 potential
 or perceived advantages or disadvantages over alternative treatments; 

 ● 
 the
 convenience and ease of purchasing the product, as perceived by potential patients; 

 ● 
 strength
 of sales, marketing and distribution support; 

 ● 
 price,
 both in absolute terms and relative to alternative treatments; 

 ● 
 the
 effectiveness of any future collaborators’ sales and marketing strategies; 

 ● 
 the
 effect of current and future healthcare laws; 

 ● 
 availability
 of coverage and reimbursement from government and other third-party payors; 

 ● 
 recommendations
 for prescribing physicians to complete certain educational programs for prescribing drugs; 

 ● 
 the
 willingness of patients to pay out-of-pocket in the absence of government or third-party coverage; and 

 ● 
 product
 labeling, product insert, or new studies or trial requirements of the FDA or other regulatory authorities. 

 Our
Mango ED and/or future products may fail to achieve market acceptance or generate significant revenue to achieve sustainable profitability.
In addition, our efforts to educate the medical community and third-party payors on the safety and benefits of our drugs may require
significant resources and may not be successful. 

 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. 

 We
believe that in general, the faster we are able to scale up our operations, the lower our cost of sales, as a percentage of revenue,
will be, as we believe that certain economics of scale exist with our operations. If we are unable to grow our business fast enough to
take advantage of these economies of scale, our operations may suffer, and we may not be profitable. 

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 Economic
downturns or a change in consumer preferences, perception and spending habits could limit consumer demand for our products and negatively
affect our future business. 

 The
products that we sell and plan to sell in the future (including our Mango ED products) may be adversely affected from time to time by
economic downturns that impact consumer spending, including discretionary spending. Future economic conditions such as employment levels,
business conditions, housing starts, market volatility, interest rates, inflation rates, energy and fuel costs and tax rates, or our
actions in response to these conditions, such as price increases, could reduce consumer spending or change consumer purchasing habits. 

 Our
performance depends significantly on factors that may affect the level and pattern of consumer spending in the markets in which we operate.
Such factors include consumer preference, consumer confidence, consumer income, consumer perception of the safety and quality of our
future products and shifts in the perceived value for our products relative to alternatives. A general decline in the consumption of
our future products could occur at any time as a result of change in consumer preference, perception, confidence and spending habits,
including an unwillingness to pay a premium or an inability to purchase our products due to financial hardship or increased price sensitivity,
which may be exacerbated by inflationary pressures, interest rates, and economic uncertainty. If consumer preferences shift away from
our products, our business, financial condition and results of operations could be adversely affected. 

 The
success of our products depend on a number of factors including our ability to accurately anticipate changes in market demand and consumer
preferences, our ability to differentiate the quality of our future products from those of our competitors, and the effectiveness of
our marketing and advertising campaigns for our products. We may not be successful in identifying trends in consumer preferences and
developing products that respond to such trends in a timely manner. We also may not be able to effectively promote our products by our
marketing and advertising campaigns and gain market acceptance. If our products fail to gain market acceptance, are restricted by regulatory
requirements or have quality problems, we may not be able to fully recover costs and expenses incurred in our operation, and our business,
financial condition, results of operations and prospects could be adversely affected. 

 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. 

 We
rely upon independent third-party transportation providers for all of our product shipments, including shipments from our related party
pharmacy to our customers. Our utilization of these third-party delivery services for shipments is subject to risks which may impact
a shipping company’s ability to provide delivery services that adequately meet our shipping needs, including risks related to employee
strikes, labor and capacity constraints, port security considerations, trade policy changes or restrictions, military conflicts, acts
of terrorism, accidents, natural disasters and inclement weather. Any interruption in service provided by our shipping companies could
cause temporary disruptions in our business, a loss of sales and profits, and other material adverse effects. In addition, we are subject
to increased shipping costs when fuel prices increase, as we use expedited means of transportation such as air freight. If we change
the shipping company we use, we could face logistical difficulties that could adversely affect deliveries, and we would incur costs and
expend resources in connection with such change. 

 The
failure of our physician services provider, Doctegrity, 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.(*) 

 The
success of our wellness business will depend on the ability of Doctegrity and any future contracted telemedicine services provider(s)
to continue to recruit and retain a sufficient number of qualified licensed doctors. Although we believe such provider(s) will have an
effective recruitment process, there is no assurance that such provider(s) will be able to secure arrangements with sufficient numbers
of licensed doctors or retain the services of such practitioners. If Doctegrity or any of provider(s) we engage in the future, experience
delays or shortages in obtaining access to qualified physicians, we would be unable to operate and may be forced to seek alternative
arrangements which could be more costly or may be forced to suspend our business operations. 

 39 

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 If
we are unable to maintain or enter into future agreements with suppliers or our suppliers fail to supply us with our Mango ED products
ingredients or any other potential future men’s wellness products, we may experience delays in selling our products.(*) 

 We
may not be successful in maintaining or entering into new supply agreements on reasonable terms or at all or that we or our suppliers
will be able to obtain or maintain the necessary regulatory approvals or state and federal controlled substances registrations for current
or potential future suppliers in a timely manner or at all. If we are unable to obtain a sufficient quantity of active pharmaceutical
ingredients manufactured at a facility that is registered and listed with the FDA and required to produce products, there could be a
delay in producing products, which could adversely affect our product sales and operating results materially, which could significantly
harm our business. This has not occurred to date. 

 We
currently do not have any manufacturing facilities and intend to rely on third parties for the supply of our products (such as Epiq Scripts,
which is a related party), as well as for the supply of materials. However, we cannot be certain that we or our suppliers will be able
to obtain or maintain the necessary regulatory approvals or registrations for these suppliers in a timely manner or at all. 

 Our
business is exposed to risks associated with credit card and other online payment chargebacks and fraud. 

 A
majority of our revenue is, and is expected to be, processed through credit cards and other online payments. If we experience refunds
or chargebacks, our processors could require us to create reserves, increase fees or terminate contracts with us, which would have an
adverse effect on our financial condition. Our failure to limit fraudulent transactions conducted on our website, such as through the
use of stolen credit card numbers, could also subject us to liability and adversely impact our reputation. Under credit card association
rules, penalties may be imposed at the discretion of the association for inadequate fraud protection. Any such potential penalties would
be imposed on our credit card processor by the association. However, we face the risk that we may fail to maintain an adequate level
of fraud protection and that one or more credit card associations or other processors may, at any time, assess penalties against us or
terminate our ability to accept credit card payments or other form of online payments from customers, which would have a material adverse
effect on our business, financial condition and operating results. 

 We
could also incur significant fines or lose our ability to give customers the option of using credit cards to pay for our products if
we fail to follow payment card industry data security standards, even if there is no compromise of customer information. Although we
believe that we operate in compliance with payment card industry data security standards, it is possible that at times we may not be
in full compliance with these standards. Accordingly, we could be fined, which could impact our financial condition, or our ability to
accept credit and debit cards as payment could be suspended, which would cause us to be unable to process payments using credit cards.
If we are unable to accept credit card payments, our business, financial condition and operating results may be adversely affected. 

 In
addition, we could be liable if there is a breach of the payment information. Online commerce and communications depend on the secure
transmission of confidential information over public networks. We rely on encryption and authentication technology to authenticate and
secure the transmission of confidential information, including cardholder information. However, this technology may not prevent breaches
of the systems we use to protect cardholder information. In addition, some of our contracting parties may also collect or possess information
about our customers, and we may be subject to litigation or our reputation may be harmed if our contracting parties fail to protect our
customers’ information or if they use it in a manner inconsistent with our policies and practices. Data breaches can also occur
as a result of non-technical issues. Under contracts with processors, if there is unauthorized access to, or disclosure of, credit card
information we store, we could be liable to the credit card issuing banks for their cost of issuing new cards and related expenses. 

 40 

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 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. 

 In
the ordinary course of our business, we collect, store, use and disclose sensitive data, including health information and other types
of personally identifiable information, or PII. We also process and store, and use additional third parties to process and store, confidential
and proprietary information such as intellectual property and other proprietary business information, including that of our customers,
providers and contracting parties. 

 Security
breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches,
and employee or contractor error, negligence or malfeasance, can create system disruptions, shutdowns or unauthorized disclosure or modifications
of information, causing sensitive, confidential or proprietary information to be accessed or acquired without authorization or to become
publicly available. Because of the nature of the sensitive, confidential and proprietary information that we expect to collect, store,
transmit, and otherwise process, the security of our technology platform and other aspects of our services, including those provided
or facilitated by our third-party service providers, will be important to our operations and business strategy. Measures taken to protect
our systems, those of our third-party service providers, or sensitive, confidential and proprietary information that we or our third-party
service providers process or maintain, may not adequately protect us from the risks associated with the collection, storage and transmission
of such information. A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that
prevents access to or otherwise impacts the confidentiality, security, or integrity of, sensitive, confidential, or proprietary information
we or our third-party service providers maintain or otherwise process, could harm our reputation, compel us to comply with breach notification
laws, and cause us to incur significant costs for remediation, fines, penalties, notification to individuals and governmental authorities,
implementation of measures intended to repair or replace systems or technology and to prevent future occurrences, potential increases
in insurance premiums, and forensic security audits or investigations. As a result, a security breach or privacy violation could result
in increased costs or loss of revenue. 

 Any
actual or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as a result
of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise,
could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require
us to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulations
or other legal obligations. Our insurance policies may not cover, or may not be adequate to reimburse us for, losses caused by any such
security breach. 

 We
rely on email and other messaging services to connect with our existing and potential customers. Our customers may be targeted by parties
using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduce
viruses through Trojan horse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despite
our efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damage
our brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial condition
and operating results. 

 As
of the date of this filing, there have been no such data breaches or other security related issues. 

 We
may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our business, results of operations,
and financial condition. 

 We
are subject to taxes in every jurisdiction in which we operate. We record tax expense based on current tax liabilities and our estimates
of future tax liabilities, which may include reserves for estimates of probable settlements of tax audits. At any one-time, multiple
tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities
may affect the ultimate settlement of these issues. Further, our effective tax rate in a given financial statement period may be materially
impacted by changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting
rules or regulations. Fluctuations in our tax obligations and effective tax rate could adversely affect our business, results of operations,
and financial condition. 

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 If
we become subject to product liability claims, we may be required to pay damages that exceed our insurance coverage, if any. 

 Our
products are subject to risks for product liability claims due to inherent potential side effects. We may be unable to obtain or maintain
product liability coverage. A product liability claim in excess of, or excluded from, our insurance coverage which currently covers exposure
to product liability claims, both technology products and physical products, would have to be paid out of cash reserves and could have
a material adverse effect upon our business, financial condition and results of operations. Product liability insurance is expensive
even with large self-insured retentions or deductibles, difficult to maintain, and current or increased coverage may not continue to
be available on acceptable terms, if at all. 

 If
we cannot successfully defend ourselves against a product liability claim, we may incur substantial liabilities. Regardless of merit
or eventual outcome, liability claims may result in: 

 ● 
 injury
 to our reputation; 

 ● 
 costs
 of defending the claim and/or related litigation; 

 ● 
 cost
 of any potential adverse verdict; 

 ● 
 substantial
 monetary awards to patients or other claimants; and 

 ● 
 the
 inability to commercialize our products. 

 Damages
awarded in a product liability action could be substantial and could have a negative impact on our financial condition. Whether or not
we were ultimately successful in product liability litigation, such litigation would consume substantial amounts of our financial and
managerial resources, and might result in adverse publicity, all of which would impair our business. 

 For
example, a 2014 study published in The Journal of the American Medical Association determined that Sildenafil (the active ingredient
in Viagra and one of the ingredients we alternatively use, together with Sildenafil in our Mango ED product) may be associated with
a higher risk of developing melanoma. The study evaluated data from more than 25,000 men who used Sildenafil and found that
Sildenafil use was significantly associated with an increased risk of subsequent melanoma, after considering other risk factors. It
is possible that the ingredients we use in our Mango ED products or any other products we sell (including our Mango ED product, which is made with Sildenafil as an alternative to Tadalafil), could be found to result in increases in the likelihood of developing cancer or other diseases, which could subject us to litigation,
penalties or recalls, all of which could have a material adverse effect on our operations and cause the value of our securities to
decline in value or become worthless. Furthermore, our use of Sildenafil in our products could subject us to litigation, penalties or recalls, all of which could have a material
adverse effect on our operations and cause the value of our securities to decline in value or become worthless. 

 Disruptions
in our data and information systems could harm our reputation and our ability to run our business. 

 We
rely extensively on data and information systems for our supply chain, financial reporting, human resources and various other operations,
processes and transactions. Furthermore, a significant portion of the communications between us, our suppliers and customers depend on
information technology. Our data and information systems are subject to damage or interruption from power outages, computer and telecommunications
failures, computer viruses, security breaches (including breaches of our transaction processing or other systems that could result in
the compromise of confidential customer data), catastrophic events, data breaches and usage errors by our employees or third-party service
providers. Our data and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties in
adapting these systems to changing technologies or expanding them to meet the future needs of our business. If our systems are breached,
damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our
operations, incur liability to our customers and others or face costly litigation, and our reputation with our customers may be harmed.
We also rely on third parties for a majority of our data and information systems, including for third-party hosting and payment processing.
If these facilities fail, or if they suffer a security breach or interruption or degradation of service, a significant amount of our
data could be lost or compromised and our ability to operate our business and deliver our product offerings could be materially impaired.
In addition, various third parties, such as our suppliers and payment processors, also rely heavily on information technology systems,
and any failure of these systems could also cause loss of sales, transactional or other data and significant interruptions to our business.
Any material interruption in the data and information technology systems we rely on, including the data or information technology systems
of third parties, could materially adversely affect our business, financial condition and operating results. 

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 Risks
Related to Legal, Regulatory and Government 

 We
incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements. 

 We
incur significant costs associated with our public company reporting requirements and with applicable U.S. and Nasdaq corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC and Nasdaq. We expect
all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities
more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive
for us to retain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur
substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our Board of Directors or as executive officers. 

 If
we fail to comply with government laws and regulations it could have a materially adverse effect on our business. 

 The
health care industry is subject to extensive federal, state and local laws and regulations relating to licensure, conduct of operations,
ownership of facilities, addition of facilities and services, payment for services and prices for services that are extremely complex
and for which, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. We exercise
care in structuring our arrangements with physicians and other referral sources to attempt to comply in all material respects with applicable
laws. We also take such laws into account when planning future marketing and other activities, and expect that our operations are in
compliance with applicable laws. The laws, rules and regulations described above are complex and subject to interpretation. In the event
of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory framework occur,
any such determination or changes could have a material adverse effect on our business. There can be no assurance however that we will
not be found in noncompliance in any particular situation. 

 Separately,
Federal law limits compounded drugs that are “essentially copies” of commercially available FDA approved drugs, including
those with the same route of administration. If our Mango ED products, or any future products we may choose to market in the future are
deemed to be “essentially copies” of commercially available FDA approved drugs we would be prohibited from compounding such
drugs and would be unable to sell our Mango ED drug or future products. If that were to occur, we would need to change our business plan
which would require substantial additional expenses and would have a material adverse effect on our cash flows and the value of our securities. 

 Marketing
activities for our Mango ED products are subject to strict governmental regulation which may limit our ability to market or promote such
product. 

 Our
business model depends on qualifying for certain statutory exemptions for drugs that are compounded by pharmacies in accordance with
applicable requirements. Pharmacy compounding is also subject to state oversight and regulation. Federal requirements include obtaining
individual prescriptions establishing that the compounded drug is necessary for each drug prescribed for each of our customers. Federal
law also limits compounded drugs that are “essentially copies” of commercially available FDA approved drugs, including those
with the same route of administration. These restrictions will limit our ability to market compounded drugs that have the same active
ingredients and route of administration as FDA-approved drugs, unless the compounded version offers a significant difference that the
prescriber determines is necessary for each individual patient. 

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 The
FDA also has the authority to impose significant restrictions on approved products through regulations on advertising, promotional and
distribution activities. In particular, the FDA will object to any promotional activity (including through testimonials and surrogates)
that is “false or misleading in any particular,” including the failure to disclose material facts. For example, the FDA will
expect adequate substantiation for an efficacy claim, which would require substantial evidence derived from adequate and well-controlled
clinical trials. We believe we can conduct truthful and non-misleading promotional activities, including activities involving the use
of testimonials and surrogates, with limited claims that do not require substantial evidence derived from adequate and well-controlled
clinical trials and which do not include efficacy claims. If our products (including our Mango ED products) are marketed in contradiction
with FDA laws and regulations, the FDA may issue warning letters that require specific remedial measures to be taken, as well as an immediate
cessation of the impermissible conduct, resulting in adverse publicity. The FDA may also require that all future promotional materials
receive prior agency review and approval before use. Certain states have also adopted regulations and reporting requirements surrounding
the promotion of pharmaceuticals. Failure by us or any of our collaborators to comply with state requirements may affect our ability
to promote or sell future products in certain states. This, in turn, could have a material adverse impact on our financial results and
financial condition and could subject us to significant liability, including civil and administrative remedies as well as criminal sanctions. 

 These
restrictions may be more burdensome for compounded products as compared with FDA approved products because the latter have substantial
evidence of safety and effectiveness, which will limit our ability to compete against the sale of comparable FDA-approved products. 

 Evolving
government regulations and enforcement activities may require increased costs or adversely affect our results of operations. 

 Our
operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. Compliance
with these evolving laws, regulations and interpretations may require us to change our practices at an undeterminable and possibly significant
initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material
adverse effect on our results of operations. There could also be laws and regulations applicable to our business that we have not identified
or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may
affect us. 

 Additionally,
the introduction of new products may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require
obtaining appropriate federal, state, or local licenses or certificates, increasing our security measures and expending additional resources
to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations
may delay or possibly prevent our products from being offered to customers, which could have a material adverse effect on our business,
financial condition, and results of operations. 

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 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. 

 A
variety of federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of consumer data.
Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations.
These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with
other rules or our practices. As a result, our practices may not comply with all such laws, regulations, requirements and obligations.
Any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations,
industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or
other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may
result in claims, investigations, proceedings or actions against us by governmental entities or others or other liabilities or require
us to change our operations. 

 We
collect, store, process, and use personal information and other customer data, and will rely on third parties that are not directly under
our control to manage certain of these operations and to collect, store, process and use payment information. Our customers’ personal
information may include names, addresses, phone numbers, email addresses, payment card data, and payment account information, as well
as other information. Due to the volume and sensitivity of the personal information and data we and these third parties manage, the security
features of our information systems are critical. If our security measures, some of which are managed by third parties, are breached
or fail, unauthorized persons may be able to access sensitive customer data, including payment card data. If we or our independent service
providers or business partners experience a breach of systems that collect, store or process our members’ and customers’
sensitive data, our brand could be harmed, sales of our products could decrease, and we could be exposed to claims, losses, administrative
fines, litigation or regulatory and governmental investigations and proceedings. Any such claim, investigation, proceeding or action
could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings, distract our management,
increase our costs of doing business, result in a loss of customers and suppliers and may result in the imposition of monetary penalties
and administrative fines. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement,
or payment companies about the incident and may need to provide some form of remedy, such as refunds, for the individuals affected by
the incident. 

 Privacy
laws, rules, and regulations are constantly evolving in the United States and abroad and may be inconsistent from one jurisdiction to
another. We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection
and information security in many jurisdictions, including privacy acts previously adopted by the states of California, Virginia, Colorado,
Utah, Connecticut, Iowa, Indiana, Tennessee, Montana, Texas and Oregon, certain of which are already effective, and certain of which
become effective during 2023, and from 2024 to 2026. We cannot yet determine the impact such future laws, regulations and standards may
have on our business. Complying with these evolving obligations is costly. For instance, expanding definitions and interpretations of
what constitutes “ personal data ” (or the equivalent) within the United States and elsewhere may increase our compliance
costs. Any failure to comply could give rise to unwanted media attention and other negative publicity, damage our customer and consumer
relationships and reputation, and result in lost sales, claims, administrative fines, lawsuits or regulatory and governmental investigations
and proceedings and may harm our business and results of operations. 

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 Our
Mango ED products have not been, and will not be, approved by the FDA. The use of such product may cause serious side effects which could
subject us to material litigation, damages and penalties.(*) 

 Our
Mango ED products have not been, and will not be, approved by the FDA. It is compounded using bulk drug substances and as such, we believe
it is exempt from specific FDA approval, provided that it is compounded in accordance with statutory requirements. Because compounded
drugs are not FDA-approved, the FDA does not verify their safety, effectiveness, or quality before they are marketed. In addition, poor
compounding practices can result in serious drug quality problems, such as contamination or a drug that contains too much or too little
active ingredient, among other possible quality deficiencies. 

 We
are not aware of any clinical studies involving the administration of sildenafil or tadalafil sublingually at the doses we intend to
provide patients, or the compounding of sildenafil or tadalafil, oxytocin, and L-arginine to treat ED, as is contemplated by our ED
product. Because our ED product has not been, and will not be, approved by the FDA our product has not had the benefit of the
FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death. If this were to
occur, we could be subject to litigation and governmental action, which could result in costly litigation, significant fines,
judgments or penalties. For example, in October 2012, a pharmacy in Massachusetts shipped compounded drugs that were contaminated
with a fungus throughout the country, and these drugs were injected into patients’ spines and joints. More than 750 people in
20 states developed fungal infections, and more than 60 people died. This type of action could have a significant negative impact on
our brand name, results of operations and cash flows, and result in us having to cease selling products, curtailing our business
plan, or seeking bankruptcy protection. 

 The
main ingredients of our Mango ED products are publicly disclosed and separately our Mango ED products are being specially compounded
for the customer by a pharmacist with a physician’s prescription, and as a result, our Mango ED products formula can be replicated
by other companies. 

 Our
Mango ED products are made up of the following three ingredients: Either Sildenafil (50 milligrams (mg) or Tadalafil (10 (mg)), Oxytocin
(100 International units (IU)) and L-Arginine (50mg); and (2) either Sildenafil (100mg) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine
(50mg), an amino acid that is available as a dietary supplement. However, the fact that Sildenafil, Tadalafil and Oxytocin are used in
FDA approved drugs, and L-arginine is available as a dietary supplement, does not mean that these ingredients will prove safe when combined
into a single formulation to treat ED. We currently offer two dosage levels of our Mango ED products and anticipate a prescribing doctor
prescribing a dosage based on the needs and medical history of the patient. Additionally, because our Mango ED products are being specially
compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED products
are publicly disclosed, this product formula can be replicated by other companies. As a result, competitors, including those with greater
resources, marketing, and brand recognition, may compete against us in the future using our exact product ingredients or variations thereof.
We may be unable to distinguish our Mango ED products from copycat products and may not be able to differentiate our product from competitors
in the marketplace. As a result, we may fail to obtain a significant market share, or may lose any market share we may obtain in the
future, may be unable to compete with competitors, and may be forced to abandon or curtail our business plan, which could cause the value
of our shares to decline in value or become worthless. 

 Our
ED product needs to be compounded by licensed pharmacists who are subject to risks regarding applicable exemptions from the Federal Food,
Drug, and Cosmetic Act. 

 Section
503A of the FFDCA describes the conditions under which compounded human drug products are exempt from the FFDCA sections on FDA approval
prior to marketing, current good manufacturing practice (“cGMP”) requirements, and labeling with adequate directions for
use. One of these conditions is that the drugs must be compounded based on the receipt of valid patient-specific prescriptions. Our ED
product needs to be compounded by licensed pharmacists, after being prescribed by a licensed physician. Licensed pharmacists who compound
drug products in accordance with Section 503A of the FFDCA are not required to comply with CGMP requirements and the drugs that they
compound are not required to be approved by the FDA, provided that the compounding complies with applicable requirements. Therefore,
the FDA is often not aware of potential problems with compounded drug products or compounding practices unless it receives a complaint,
such as a report of a serious adverse event or visible contamination. As such, the compounding of our products is subject to limited
FDA oversight, which could lead to such products not being compounded safely and could lead to product recalls and litigation which could
have a significant negative impact on our brand name, results of operations and cash flows, and result in us having to cease selling
products, curtailing our business plan, or seeking bankruptcy protection. Neither we, nor our representatives have had any conversations
with the FDA staff regarding whether our Mango ED products can be sold pursuant to Section 503A of the FFDCA Act and future conversations
with the FDA may result in the FDA staff raising issues with such sales pursuant to Section 503A of the FFDCA, requiring certain pre-requisites
or changes to our current business plan, which may be costly or time consuming, and/or may result in us being prohibited from selling
our Mango ED products pursuant to Section 503A of the FFDCA Act. We also face risks that the compounding of our products does not fall
within the exemption from the FFDCA provided by Section 503A thereof. For example, if the FDA determined that any of our products are
essentially a copy of an FDA approved product, we would be severely limited in our ability to compound such a product. If any of the
above were to apply, we may need to change our business plan or compounding activities, which could force us to curtail our business
plan or expend significant additional resources to obtain FFDCA or FDA approval for our products. 

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 Notwithstanding
the above, under relevant FDA guidance, the FDA generally does not consider a compounded drug to be “essentially a copy”
of a commercially available drug if the compounded drug has a different route of administration as compared with the approved alternative,
and our Mango ED products are for a different route of administration (e.g., sublingual). In addition, we do not expect that we will
be deemed to have engaged in such “copying”, because our Mango ED products are based on a prescriber’s determination
for each patient that the change associated with the compounded product (our Mango ED products) produces for the patient a significant
difference as compared with the commercially available drug product. Under relevant FDA guidance, the FDA does not consider a compounded
drug “essentially a copy” if a prescriber determines that there is a change, made for an identified individual patient, which
produces for that patient a significant difference from the commercially available product. 

 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. 

 Each
state separately licenses health care professionals and determines when and under what conditions they may interact with and provide
services to patients. Telehealth consultations initiated through our platform must be offered in accordance with the laws and regulations
of the state where a patient is located, which may include laws that restrict the corporate practice of medicine and fee splitting. Each
state’s laws are subject to legislative and regulatory changes, as well as judicial interpretations, and future changes or interpretations
of state laws restricting the corporate practice of medicine and fee splitting could adversely affect the permissibility of (a) our relationship
with Doctegrity; and/or (b) Doctegrity’s relationship with its contracted physicians. If our relationship with Doctegrity and/or
Doctegrity’s relationship with its contracted physicians needed to be restructured in light of any such adverse changes or interpretations,
that restructuring could negatively affect our ability to connect consumers with medical providers in certain states, and thus those
customers’ ability to ultimately receive our products. 

 We
do not have a pharmacy and depend on a related party to compound our Mango product and other potential future men’s wellness products
(*). 

 We
rely on a related party pharmacy for the manufacture of our Mango product and will rely on this pharmacy or others for any potential
future men’s wellness products we market and we cannot assure you that they will be successful. This subjects us to a number of
risks, including the following: 

 ● 
 we
 may not be able to control the commercialization of our products, including the amount, timing and quality of resources that our
 contracting parties may devote to our products; 

 ● 
 our
 contracting parties may experience financial, regulatory or operational difficulties, which may impair their ability to fulfill their
 contractual obligations; 

 ● 
 business
 combinations or significant changes in a contracting parties’ business strategy may adversely affect a contracting party’s
 willingness or ability to perform their obligations under any arrangement; 

 ● 
 legal
 disputes or disagreements may occur with one or more of our contracting parties or between our contracting parties and our suppliers
 or former contracting parties; and 

 ● 
 a
 contracting party could independently move forward with a competing product developed either independently or in collaboration with
 others, including with one of our competitors. 

 If
any of our contracting parties fail to fulfill their future contractual obligations, our business may be negatively affected and we may
receive limited or no revenues under our agreements with them. See also the risk factor, “ 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
Mango ED products and future products ” below. 

 47 

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 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. 

 Numerous
state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and
integrity of personally identifiable information, or PII, including protected health information, or PHI. These laws and regulations
include the Health Information Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information
Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations (referred to collectively as “HIPAA”).
HIPAA establishes a set of basic national privacy and security standards for the protection of PHI. HIPAA requires us to develop and
maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and
technical safeguards to protect such information. HIPAA imposes mandatory penalties for certain violations. Penalties for violations
of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation, subject to a cap of
$1.5 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violations
of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to award
damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of
action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care
in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. In addition, HIPAA mandates that the
Secretary of Health and Human Services, or HHS, conduct periodic compliance audits of HIPAA covered entities or business associates for
compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals
who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator. HIPAA
further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises
the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees
or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later
than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without
unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more
in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity
must record it in a log and notify HHS at least annually. 

 Numerous
other federal and state laws protect the confidentiality, privacy, availability, integrity and security of PII, including PHI. These
laws in many cases are more restrictive than, and may not be pre-empted by, the HIPAA rules and may be subject to varying interpretations
by courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additional
expense, adverse publicity and liability. 

 Because
of the extreme sensitivity of the PII we store and transmit, the security features of our technology platform are very important. If
our security measures are breached or fail, unauthorized persons may be able to obtain access to sensitive client data, including HIPAA-regulated
PHI. As a result, our reputation could be severely damaged, adversely affecting client confidence. In addition, we could face litigation,
damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant
costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could
also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been
caused by such breaches, incentives offered to clients in an effort to maintain our business relationships after a breach and implementing
measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies,
training employees and engaging third-party experts and consultants. 

 48 

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 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. 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
must retain the services of our key employees and strategically recruit and hire new talented employees. Our future business and results
of operations depend in significant part upon the continued contributions of our senior management personnel, particularly our Chairman
and Chief Executive Officer, Jacob D. Cohen. Mr. Cohen currently serves as a member of the Board of Directors of American International
Holdings Corp., as a co-Manager and 51% owner of Epiq Scripts, and as Chief Executive Officer of Ronin Equity Partners, Inc., a private
investment company, and in various positions with other entities and groups. Mr. Cohen currently spends approximately 75% of his time
on Company matters. As a result, Mr. Cohen dedicates only a portion of his professional efforts to our business and operations, and there
is no contractual obligation for him to spend a specific amount of his time with us. Mr. Cohen may not be able to dedicate adequate time
to our business and operations and we could experience an adverse effect on our operations due to the demands placed on him from his
other professional obligations. Such involvement in other businesses may therefore present a conflict of interest regarding decisions
he makes for us or with respect to the amount of time available for us. If we lose his services or if he fails to perform in his current
position, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in
our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend
on the skills and abilities of these key personnel in managing our operations, product development, marketing and sales aspects of our
business, any part of which could be harmed by turnover in the future. 

 Moving
forward, should the services of Mr. Cohen be lost for any reason, we will incur costs associated with recruiting replacements and any
potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative
individual(s), we may be forced to scale back or curtail our business plan. 

 Separately,
if our executive officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan. 

 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
have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational
services. Included in such transactions is a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party,
51% owned and controlled by Jacob D. Cohen, our Chairman and Chief Executive Officer, for pharmacy and compounding services. Such transactions
may not have been/may not be, entered into on an arm’s-length basis, and we may have achieved more or less favorable terms because
such transactions were entered into with our related parties. This could have a material effect on our business, results of operations
and financial condition. Such conflicts could cause an individual in our management to seek to advance his or her economic interests
or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related
party transactions could impair the confidence of our investors. 

 49 

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 We
are significantly reliant on related party relationships.(*) 

 We
have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, 51% owned and controlled
by Jacob D. Cohen, our Chairman and Chief Executive Officer, who also serves as a co-Manager of Epiq Scripts, for pharmacy and compounding
services. In the event that relationship is terminated, our costs may increase, and we may be unable to effectively obtain the services
currently provided by Epiq Scripts, LLC. Additionally, certain of our consultants are employed by Epiq Scripts, LLC. We also anticipate
entering into other related party relationships in the future. While we believe that all related party agreements have been and will
be on arms-length terms, such significant related party relationships may be perceived negatively by potential shareholders or investors
and/or may result in conflicts of interest. Each of our officers and directors (including those discussed above) presently has, and any
of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director
may be required to present a business opportunity to such entity, subject to his or her fiduciary duties under applicable law. Additionally,
such persons may have conflicts of interest in allocating their time among various business activities. These conflicts may not be resolved
in our favor. Our significant related party relationships and transactions, the terms of such relationships and transactions, and/or
the termination of any such relationships or transactions, may have a material adverse effect on our results of operations moving forward
and/or create conflicts of interest or perceived conflicts of interest which may have a material adverse effect on the value of our securities. 

 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 Mango ED products and future products.(*) 

 We
have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, 51% owned and controlled
by Jacob D. Cohen, our Chairman and Chief Executive Officer, for pharmacy and compounding services. Epiq Script’s ability to provide
pharmacy services in each state is subject to among other things, receipt of regulatory approvals and licenses in the states in which
it operates. Currently Epiq Scripts holds State Board of Pharmacy (or its equivalent) licenses to operate in the District of Columbia
and 47 states: Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New
Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South
Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. Its failure to receive regulatory
approval or licenses in the other states in which we hope to operate, or loss of such licenses in the future, may prohibit us from selling
our Mango products to customers that reside in those states limiting our ability to grow and compete with other companies that have those
capabilities. Any of the above may have an adverse effect on our revenues, operations and cash flow and cause the value of our securities
to decline in value or become worthless. We also face related party conflicts associated with our engagement of Epiq Scripts, LLC as
discussed in greater detail above. 

 Jacob
D. Cohen, our Chairman and Chief Executive Officer and Jonathan Arango, our President, Chief Operating Officer and Director, beneficially
own greater than 50% of our outstanding common stock and exercises majority voting control over us, which will limit shareholders’
abilities to influence corporate matters and could delay or prevent a change in corporate control.(*) 

 Jacob
D. Cohen, our Chairman and Chief Executive Officer and Jonathan Arango, our President, Chief Operating Officer and Director beneficially
own approximately 53.7% of the issued and outstanding shares of our common stock. As a result, they control the shareholder vote. Consequently,
they have the ability to influence matters affecting our shareholders and therefore exercises control in determining the outcome of all
corporate transactions or other matters, including (i) making amendments to our certificate of formation; (ii) whether to issue additional
shares of common stock and preferred stock, including to himself; (iii) employment decisions, including compensation arrangements; (iv)
whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significant corporate
transactions, including with himself or other related parties. Additionally, it will be difficult if not impossible for investors to
remove our current directors (including, but not limited to Mr. Cohen and Mr. Arango), which will mean they will remain in control of
who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the
Company, you should keep in mind that even if you own shares of our common stock and wish to vote them at annual or special shareholder
meetings, your shares will likely have little effect on the outcome of corporate decisions. Because Mr. Cohen and Mr. Arango control
the vote on all shareholder matters, investors may find it difficult to replace our management if they disagree with the way our business
is being operated. The interests of Mr. Cohen and Mr. Arango may not coincide with our interests or the interests of other shareholders. 

 50 

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 Mr.
Cohen and Mr. Arango acquired their shares of common stock for substantially less than the price of the shares of common stock acquired
in our IPO and/or the current trading price of our common stock, and may have interests, with respect to their common stock, that are
different from other investors and the concentration of voting power held by Mr. Cohen and Mr. Arango may have an adverse effect on the
price of our common stock. 

 In
addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or
preventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involving
our Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company. 

 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.(*) 

 Although
our Chief Executive Officer, Jacob D. Cohen, our President, Jonathan Arango, and our Chief Operating Officer, Amanda Hammer, are prohibited
from competing with us while they are employed with us and for 12 months thereafter (subject to the terms of, and exceptions set forth
in, their employment agreements with the Company), none of such individuals will be prohibited from competing with us after such 12-month
period ends. Accordingly, any of these individuals could be in a position to use industry experience gained while working with us to
compete with us. Such competition could distract or confuse customers, reduce the value of our intellectual property and trade secrets,
or reduce our future revenues, earnings or growth prospects. 

 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. 

 We
must protect the proprietary nature of the intellectual property used in our business. There can be no assurance that trade secrets and
other intellectual property will not be challenged, invalidated, misappropriated or circumvented by third parties. 

 Additionally,
our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims
of intellectual property infringement without major financial expenditures or adverse consequences. Participants that own, or claim to
own, intellectual property may aggressively assert their rights. From time to time, we may be subject to legal proceedings and claims
relating to the intellectual property rights of others. Future litigation may be necessary to defend us by determining the scope, enforceability,
and validity of third-party proprietary rights or to establish its proprietary rights. Our competitors have substantially greater resources
and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time. In
addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us.
Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming
and costly to evaluate and defend and could: 

 ● 
 cause
 delays or stoppages in providing products; 

 ● 
 divert
 management’s attention and resources; 

 ● 
 require
 technology changes to our products that would cause our Company to incur substantial cost; 

 ● 
 subject
 us to significant liabilities; and 

 ● 
 require
 us to cease some or all of our activities. 

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 In
addition to liability for monetary damages, which may be tripled and may include attorneys’ fees, or, in some circumstances, damages
against clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our products unless we
obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available
on commercially favorable terms, or at all. 

 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. 

 We
use telehealth providers to provide telehealth consultations and related services on our Mangoceuticals platform, which connects users/customers
with third-party health care providers and Epiq Scripts, LLC, a related party pharmacy. We have entered into an agreement with Doctegrity,
pursuant to which Doctegrity provides clinical services directly to our customers via telehealth. Through these arrangements, the professionals
or professional entities are responsible for the practice of medicine and control of the clinical decision-making. 

 Our
ability to conduct business operations in each state is dependent upon the state’s treatment of medicine under such state’s
laws, and rules and policies governing the practice of physician supervised services, which are subject to changing political, regulatory
and other influences. 

 We
depend on our contracted parties to maintain appropriate telehealth licenses to be able to provide telehealth services to our potential
customers and prescribe them our products, which are required to be prescribed by licensed physicians. In the event we are not able to
maintain relationships with telehealth providers, state licensing laws make it harder, more costly or impossible to provide telehealth
services, or our customers are otherwise unable to obtain prescriptions for our products, we may be unable to sell products, which could
result in us having to curtail our business plan or cease operating. 

 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. 

 The
ability of our contracted parties’ telehealth operations in each state is dependent upon the state’s treatment of medicine
under such state’s laws, rules and policies governing the practice of physician supervised services, which are subject to changing
political, regulatory and other influences. In the event our contracted parties are unable to provide telehealth services for any reason,
it would have a material adverse effect on our ability to sell products and in turn our revenues and operating results. 

 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. 

 Our
Certificate of Formation, Bylaws and Texas law provide for us to indemnify and hold harmless, to the fullest extent permitted by applicable
law, each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending
or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company or, while
a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee
benefit plan. Our Certificate of Formation also provides that the personal liability of our directors is eliminated to the fullest extent
permitted by the Texas Business Organizations Code, as such may be amended or supplemented. These indemnification obligations and limitations
of liability 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. 

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 We
have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities
arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection
with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a
court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely
to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market
and price for our shares. 

 We
have established preferred stock which can be designated by our Board of Directors without shareholder approval. 

 We
have 10,000,000 shares of preferred stock authorized. The shares of our preferred stock may be issued from time to time in one or more
series, each of which shall have a distinctive designation or title as shall be determined by our Board of Directors prior to the issuance
of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted
by the Board of Directors. Because the Board of Directors is able to designate the powers and preferences of the preferred stock without
the vote of a majority of our shareholders, our shareholders will have no control over what designations and preferences our preferred
stock will have. The issuance of shares of preferred stock or the rights associated therewith, could cause substantial dilution to our
existing shareholders. Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact
that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred shareholders with
substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even if that change in
control might benefit our shareholders. As a result, the issuance of shares of preferred stock may cause the value of our securities
to decrease. 

 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. 

 Our
Certificate of Formation, Bylaws and Texas law contain provisions that may discourage, delay or prevent a merger, acquisition or other
change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for
your shares of our common stock. These provisions may also prevent or delay attempts by our shareholders to replace or remove our management.
Our corporate governance documents include provisions: 

 ● 
 requiring
 advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for nominations of candidates
 for election to our Board of Directors; 

 ● 
 authorizing
 blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock;
 and 

 ● 
 providing
 indemnification to, our directors and officers. 

 The
existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that
you could receive a premium for your common stock in an acquisition. 

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 Risks
Related to Our Securities 

 Stockholders
may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares
of our common stock.(+) 

 Wherever
possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that
the non-cash consideration will consist of restricted shares of our common stock or where shares are to be issued to our officers, directors
and applicable consultants. Our Board of Directors has authority, without action or vote of the stockholders, but subject to Nasdaq rules
and regulations (which generally require stockholder approval for any transactions which would result in the issuance of more than 20%
of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock), to issue
all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of
our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders,
which may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing
management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting
existing management. 

 Certain
recent initial public offerings of companies with public floats comparable to the anticipated public float of the Company have experienced
extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We have in the past, and may
in the future experience similar volatility, which may make it difficult for prospective investors to assess the value of our common
stock.(*) 

 In
addition to the risks addressed below under the heading “— Our common stock prices have been, and may continue to be,
volatile and could decline substantially ,” our common stock may be subject to extreme volatility that is seemingly unrelated
to the underlying performance of our business. For example, since our common stock began trading on the Nasdaq Capital Market in connection
with our IPO on March 20, 2023, the trading price of our common stock has traded as high as $4.37 and as low as $0.50 per share. The
trading price of our common stock is expected to continue to be volatile, and our common stock may be subject to rapid and substantial
price volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial
condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock. There
have been recent instances of extreme stock price run-ups followed by rapid price declines following public offerings, particularly among
companies with relatively smaller public floats, and we expect that such instances may continue and/or increase in the future. Contributing
to this risk of volatility are a number of factors. First, our common stock is likely to be more sporadically and thinly traded than
that of larger, more established companies. As a consequence of this lack of liquidity, the trading of relatively small quantities of
shares by our shareholders may disproportionately influence the price of those shares in either direction, which may cause our stock
price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. The price
of our shares could, for example, decline precipitously in the event that a large number of our shares are sold in the market without
commensurate demand (including as our IPO lockups expire – 12 months after the IPO (unless earlier waived in the discretion of
the underwriter of the IPO)) as compared to a seasoned issuer that could better absorb those sales without an adverse impact on its stock
price. Second, we are a speculative investment due to our limited operating history, not being profitable, and not expecting to be profitable
in the near term. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their
investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at
greater discounts than would be the case with the stock of a larger, more established company that has a relatively large public float. 

 Many
of these factors are beyond our control and may decrease the market price of our securities. Such volatility, including any stock run-ups,
may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of our shares. 

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 Furthermore,
the stock market in general, and the market for men’s wellness product companies in particular, have experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market
and industry factors, as well as general economic, political and market conditions such as recessions, or changes in inflation or interest
rates, may seriously affect the market price of our securities, regardless of our actual operating performance. As a result of this volatility,
investors may experience losses on their investment in our common stock. A decline in the market price of our common stock also could
adversely affect our ability to issue additional shares of common stock or other securities and our ability to obtain additional financing
in the future. No assurance can be given that an active market in our common shares will develop or be sustained. If an active market
does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares
at all, which may result in the loss of any investment in the Company or our securities. 

 Our
common stock prices have been, and may continue to be, volatile and could decline substantially.(*) 

 The
market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory
action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our
common stock. 

 Some
of the factors that could negatively affect or result in fluctuations in the market price of our common stock include: 

 ● 
 actual
 or anticipated variations in our quarterly operating results; 

 ● 
 changes
 in market valuations of similar companies; 

 ● 
 adverse
 market reaction to the level of our indebtedness; 

 ● 
 additions
 or departures of key personnel; 

 ● 
 actions
 by shareholders; 

 ● 
 speculation
 in the press or investment community; 

 ● 
 general
 market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets; 

 ● 
 announcements
 by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations, or capital commitments; 

 ● 
 general
 economic and market conditions; 

 ● 
 disputes
 or other developments related to our intellectual property or other proprietary rights, including litigation; 

 ● 
 our
 operating performance and the performance of other similar companies; 

 ● 
 changes
 in accounting principles; and 

 ● 
 passage
 of legislation or other regulatory developments that adversely affect us or our industry. 

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 We
are not currently in compliance with Nasdaq’s continued listing standards and may not be able to maintain the listing of our common
stock on the Nasdaq Capital Market.(+) 

 As
a condition to consummating our IPO, we were required to list our common stock on The Nasdaq Capital Market and in March 2023, our common
stock was approved for listing on The Nasdaq Capital Market under the symbol “ MGRX ”. Notwithstanding such listing,
there can be no assurance any broker will be interested in trading our stock. Therefore, it may be difficult to sell your shares of common
stock if you desire or need to sell them. Our underwriters are not obligated to make a market in our securities, and even if they do
make a market, they can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance
that an active and liquid trading market in our securities will develop or, if developed, that such market will continue. 

 There
is also no guarantee that we will be able to maintain our listing on The Nasdaq Capital Market for any period of time by perpetually
satisfying Nasdaq’s continued listing requirements. Our failure to continue to meet these requirements may result in our securities
being delisted from Nasdaq. 

 Among
the conditions required for continued listing on The Nasdaq Capital Market, Nasdaq requires us to maintain at least $2.5 million in stockholders’
equity or $500,000 in net income over the prior two years or two of the prior three years. As of September 30, 2023, our stockholders’
equity was below $2.5 million and we did not otherwise meet the net income requirements described above, and as such, we are not currently
in compliance with Nasdaq’s continue listing standards. If we fail to timely remedy our compliance with the applicable requirements,
our stock may be delisted. 

 Additional
requirements we must meet to continue our listing on The Nasdaq Capital Market include the requirement that we have a majority of independent
directors, an audit committee of at least three independent directors (subject to certain limited exceptions) and maintain a stock price
over $1.00 per share. Additionally, recently our common stock price has traded below $1.00 per share and we may not be able to maintain
a stock price over $1.00 per share. Our failure to meet the continued listing standards of Nasdaq may result in our securities being
delisted from The Nasdaq Capital Market. 

 Even
if we demonstrate compliance with the requirements of Nasdaq, we will have to continue to meet other objective and subjective listing
requirements to continue to be listed on The Nasdaq Capital Market. Delisting from The Nasdaq Capital Market could make trading our common
stock more difficult for investors, potentially leading to declines in our share price and liquidity. Without a Nasdaq Capital Market
listing, stockholders may have a difficult time getting a quote for the sale or purchase of our stock, the sale or purchase of our stock
would likely be made more difficult, and the trading volume and liquidity of our stock could decline. Delisting from The Nasdaq Capital
Market could also result in negative publicity and could also make it more difficult for us to raise additional capital. The absence
of such a listing may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. Further,
if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These
requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock
in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter
quotation system, such as the OTCQB Market or the OTC Pink market, where an investor may find it more difficult to sell our stock or
obtain accurate quotations as to the market value of our common stock. In the event our common stock is delisted from The Nasdaq Capital
Market, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the counter
quotation system. 

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 We
have broad discretion in how we use the proceeds of our IPO and may not use such proceeds effectively, which could affect our results
of operations and cause our common stock to decline.(*) 

 We
have considerable discretion in the application of the net proceeds of our IPO. We have used, and plan to continue to use, the net proceeds
from the IPO for product development, marketing and advertising, and for working capital, and potentially for future acquisitions, although
none are currently planned. We may use the net proceeds for purposes that do not yield a significant return or any return at all for
our shareholders. In addition, pending their use, we may invest the net proceeds from the IPO in a manner that does not produce income
or that loses value. 

 If
our stock price fluctuates, you could lose a significant part of your investment.(*) 

 The
market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described
in this Report, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be
comparable to us For example, since our common stock began trading on the Nasdaq Capital Market in connection with our IPO on March 20,
2023, the trading price of our common stock has traded as high as $4.37 and as low as $0.50 per share. Furthermore, the stock markets
have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many
companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad
market and industry fluctuations, as well as general economic, political, and market conditions, such as recessions, interest rate changes
or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that
have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the
target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s
attention from other business concerns, which could seriously harm our business. 

 If
securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding
our common stock, then our stock price and trading volume could decline. 

 The
trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us,
our industry and our market. If no analyst elects to cover us and publish research or reports about us, the market for our common stock
could be severely limited and our stock price could be adversely affected. As a small-cap company, we are more likely than our larger
competitors to lack coverage from securities analysts. In addition, even if we receive analyst coverage, if one or more analysts ceases
coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause
our stock price or trading volume to decline. If one or more analysts who elect to cover us issue negative reports or adversely change
their recommendations regarding our common stock, our stock price could decline. 

 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.(*) 

 Our
Board of Directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capital
through the creation and issuance of preferred stock, other debt securities convertible into common stock, options, warrants and other
rights, on terms and for consideration as our Board of Directors in its sole discretion may determine. Additionally, pursuant to the
Resale Prospectus, registered the resale of an aggregate of 4,765,000 shares of common stock, which shares of common stock are available
for immediate resale in the public market (which number includes 2,000,000 shares of common stock issuable upon the exercise of warrants,
of which 975,500 shares of common stock remain issuable thereunder as of the date of this Report). An additional 87,500 shares of common
stock are issuable upon exercise of outstanding warrants to purchase shares at $5.00 per share, which were issued in connection with
the IPO, which were first exercisable on September 20, 2023. Sales of substantial amounts of our common stock or of preferred stock could
cause the market price of our common stock to decrease significantly. We cannot predict the effect, if any, of future sales of our common
stock, or the availability of our common stock for future sales, on the value of our common stock. Sales of substantial amounts of our
common stock by large shareholders, or the perception that such sales could occur, may adversely affect the market price of our common
stock. 

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 In
addition, in connection with our IPO, we, our directors, executive officers, and shareholders holding 5% or more of our outstanding common
stock have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any
of our securities for a period of 12 months following the closing of the IPO (until March 20, 2024), subject to certain exceptions and
shareholders holding between 1% and 4.99% of our outstanding common stock have agreed not to offer, issue, sell, contract to sell, encumber,
grant any option for the sale of or otherwise dispose of any of our securities for a period of six months following the closing of the
IPO (until September 20, 2023), subject to certain exceptions. Notwithstanding the above, no shares of common stock that are included
in the Resale Prospectus are subject to such lock-up agreements. The representative of the IPO underwriters may, at any time, release,
or authorize us to release, as the case may be, all or a portion of our common stock subject to the foregoing lock-up provisions without
required notice. If the restrictions under the lock-up provisions of the lock-up agreements entered into in connection with the IPO are
waived, shares of our common stock may become available for sale into the market, subject to applicable law, which could reduce the market
price for our common stock. 

 We
have no intention of declaring dividends in the foreseeable future. 

 The
decision to pay cash dividends on our common stock rests with our Board of Directors and will depend on our earnings, unencumbered cash,
capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to
use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment,
and investors will be dependent on the appreciation of our common stock to earn a return on their investment. 

 The
issuance and sale of common stock upon exercise of outstanding warrants may cause substantial dilution to existing shareholders and may
also depress the market price of our common stock. Outstanding warrants to purchase shares of our common stock have cashless exercise
rights(*). 

 As
of the date of this Report, we had a total of 1,063,000 warrants outstanding with a weighted average exercise price of $1.00 per
share and term ranging from August 16, 2027 through March 20, 2028. If the holders of the warrants choose to exercise the warrants, it
may cause significant dilution to the then holders of our common stock. If exercises of the warrants and sales of such shares issuable
upon exercise thereof take place, the price of our common stock may decline. In addition, the common stock issuable upon exercise of
the warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is
a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock
will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price.
If the share volume of our common stock cannot absorb shares sold by the warrant holders, then the value of our common stock will likely
decrease. 

 A
total of 87,500 of the warrants discussed above (which have an exercise price of $5.00 per share) currently allow for cashless exercise
rights. In a ‘cashless exercise’, the holder reduces the number of shares of common stock issuable upon exercise of the warrants
in amount equal to the aggregate value of the exercise price of the exercised warrants. For example, if our common stock was trading
at $2.00 per share and a holder desires to exercise warrants to purchase 100 shares of common stock with an exercise price of $1.00 per
share on a cashless basis, the number of shares of common stock issuable to the holder upon such exercise would be reduced by 50 shares,
equal in value to $100 ($2.00 per share x 50 shares), and the holder would receive 50 shares of common stock upon such exercise. We do
not receive any cash upon a cashless exercise and as such, while a cashless exercise reduces the dilution which would otherwise exist
upon a warrant exercise, it is also not as beneficial to us, as it does not bring in any new investment proceeds. Additionally, holders
of warrants with cashless exercise provisions may be more likely to exercise their warrants as they do not have to come out of pocket
with any cash exercise payments. 

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 General
Risk Factors 

 Our
industry and the broader U.S. economy experienced higher than expected inflationary pressures during 2022 related to continued supply
chain disruptions, labor shortages and geopolitical instability, and if these conditions persist, our business, results of operations
and cash flows could be materially and adversely affected. 

 2022
saw significant increases in the costs of labor and certain materials and equipment, and longer lead times for such materials and equipment,
as a result of availability constraints, supply chain disruption, increased demand, labor shortages associated with a fully employed
U.S. labor force, high inflation and other factors. Supply and demand fundamentals have been further aggravated by disruptions in global
energy supply caused by multiple geopolitical events, including the ongoing conflict between Russia and Ukraine. Recent supply chain
constraints and inflationary pressures may in the future adversely impact our operating costs, and as a result, our business, financial
condition, results of operations and cash flows could be materially and adversely affected. 

 We
and the health and wellness industry in general may be adversely affected during periods of high inflation, primarily because of higher
shipping and product manufacturing costs. While we plan to attempt to pass on increases in our costs through increased sales prices,
market forces may limit our ability to do so. If we are unable to raise sales prices enough to compensate for higher costs, our future
revenues, gross profit margin and revenues could be adversely affected. 

 Economic
uncertainty may affect our access to capital and/or increase the costs of such capital.(*) 

 Global
economic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions,
fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the
availability and timing of government stimulus programs, levels of unemployment, increased inflation, tax rates, and the war between
Ukraine and Russia which began in February 2022, and has continued through the date of this Report, as well as the current ongoing
war between Hamas and Israel, which began in October 2023. These conditions remain unpredictable and create uncertainties about our ability
to raise capital in the future. In the event required capital becomes unavailable in the future, or more costly, it could have a material
adverse effect on our business, future results of operations, and financial condition. 

 Our
business may be materially and adversely disrupted by epidemics or pandemics in the future, including COVID-19(*). 

 An
epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could
significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or along
with any associated economic and/or social instability or distress, have a material adverse impact on our financial statements. 

 On
March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment
and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and several states
and municipalities have declared public health emergencies. The U.S. Congress formally ended the COVID-19 national emergency on April
10, 2023. Although COVID-19 has to date not had a material impact on our operations, should the COVID-19 public health effort re-intensify
to such an extent that we cannot operate, if there are new government restrictions on our business and our customers, and/or an extended
economic recession or significant inflation, we could be unable to produce significant revenues and cash flows sufficient to conduct
our business. Such a circumstance could, among other things, exhaust our available liquidity (and ability to access liquidity sources)
and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt obligations, which we may be unable to
do. 

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 Our
business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism. 

 Our
systems are vulnerable to damage or interruption from the occurrence of any catastrophic event, including earthquake, fire, flood, or
other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack, or
incident of mass violence, which could result in lengthy interruptions in access to our systems. In addition, acts of terrorism, including
malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. If our systems were to fail or
be negatively impacted as a result of a natural disaster or other event, our ability to provide products to customers would be impaired
or we could lose critical data. We do not carry business interruption insurance sufficient to compensate us for the potentially significant
losses, including the potential harm to our business, financial condition and results of operations that may result from interruptions
in access to our platform as a result of system failures. 

 Economic
uncertainty may affect consumer purchases of discretionary items, which may affect demand for our products.(*) 

 Our
products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary
items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession
and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing
of government stimulus programs, levels of unemployment, inflation, and tax rates. As U.S. economic conditions continue to be volatile
or economic uncertainty remains, and with increasing inflation and interest rates, trends in consumer discretionary spending also remain
unpredictable and subject to reductions as a result of significant increases in employment, financial market instability, and uncertainties
about the future. Unfavorable economic conditions have led, and in the future may lead, consumers to reduce their spending on men’s
wellness products, which in turn has in the past led to a decrease in the demand for such products. Consumer demand for the Company’s
products may decline as a result of an economic downturn, or economic uncertainty. The sensitivity to economic cycles and any related
fluctuation in consumer demand may have a material adverse effect on the Company’s business, results of operations, and financial
condition. 

 In
February 2022, an armed conflict escalated between Russia and Ukraine. The sanctions announced by the United States and other countries
against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services,
or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military,
business, and financial organizations in Russia and Belarus. The United States and other countries could impose wider sanctions and take
other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces
began an armed conflict in Israel, the Gaza Strip, and surrounding areas. This conflict currently threatens to spread to other Middle
Eastern countries, and may ultimately result in the United States and other countries becoming involved in the conflict. Although the
Company does not, and does not plan to, do business in Russia, Belarus, Ukraine, Israel, or the Middle East, it is not possible to predict
the broader consequences of these ongoing conflicts, which could include further sanctions, embargoes, regional instability, and geopolitical
shifts. It is also not possible to predict with certainty these ongoing conflicts and additional adverse effects on existing U.S. macroeconomic
conditions, consumer spending habits, currency exchange rates, and financial markets, all of which could impact the business, financial
condition, and results of operations of the Company. 

 Global
economic conditions could materially adversely affect our business, results of operations, financial condition and growth. 

 Adverse
macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy,
tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect our operations,
expenses, access to capital and the market for our products. In addition, consumer confidence and spending could be adversely affected
in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in
income or asset values, changes to fuel and other energy costs, labor and healthcare costs and other economic factors. 

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 In
addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our expected
funding sources, suppliers and partners. Potential effects include financial instability; inability to obtain credit to finance operations
and purchases of our products; and insolvency. 

 A
downturn in the economic environment could also lead to limitations on our ability to issue new debt; reduced liquidity; and declines
in the fair value of our financial instruments. These and other economic factors could materially adversely affect our business, results
of operations, financial condition and growth. 

 We
may become party to litigation, mediation and/or arbitration from time to time given our product focus. 

 We
may become party to regulatory proceedings, litigation, mediation and/or arbitration from time to time in the ordinary course of business
which could adversely affect our business. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming,
divert management’s attention and resources and cause us to incur significant expenses. In addition, legal fees and costs incurred
in connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlements
of claims for significant monetary damages. While we expect to have insurance in the future that may cover the costs and awards of certain
types of litigation, the amount of our future insurance may not be sufficient to cover any costs or awards. Substantial litigation costs
or an adverse result in any litigation may adversely impact our business, operating results or financial condition. 

 Higher
labor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operating
results. 

 Various
federal and state labor laws, including new laws and regulations enacted in response to COVID-19, govern our relationships with our employees
and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment
tax rates, workers’ compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenship
requirements and other wage and benefit requirements for employees classified as non-exempt. As certain of our employees are paid at
rates set at, or above but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs.
Significant additional government regulations could materially adversely affect our business, financial condition and operating results. 

 Failure
to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure. 

 For
the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations through increased marketing.
Our ability to rapidly expand our operations will depend upon many factors, including our ability to work in a regulated environment,
establish and maintain strategic relationships with suppliers, and obtain adequate capital resources on acceptable terms. Any restrictions
on our ability to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly,
we may be unable to achieve our targets for sales growth, and our operations may not be successful or achieve anticipated operating results. 

 Additionally,
our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure.
Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us
to, among other things: 

 ● 
 implement
 additional management information systems; 

 ● 
 further
 develop our operating, administrative, legal, financial, and accounting systems and controls; 

 ● 
 hire
 additional personnel; 

 ● 
 develop
 additional levels of management within our company; 

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 ● 
 locate
 additional office space; and 

 ● 
 maintain
 close coordination among our operations, legal, finance, sales and marketing, and client service and support personnel. 

 As
a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements
could impair our ability to deliver services in a timely fashion or attract and retain new customers. 

 If
we make any acquisitions, they may disrupt or have a negative impact on our business. 

 If
we make acquisitions in the future, we could have difficulty integrating the acquired company’s assets, personnel and operations
with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control
of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect
expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt
our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions
are accompanied by a number of inherent risks, including, without limitation, the following: 

 ● 
 the
 difficulty of integrating acquired products, services or operations; 

 ● 
 the
 potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies; 

 ● 
 difficulties
 in maintaining uniform standards, controls, procedures and policies; 

 ● 
 the
 potential impairment of relationships with employees and customers as a result of any integration of new management personnel; 

 ● 
 the
 potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products
 to new and existing customers; 

 ● 
 the
 effect of any government regulations which relate to the business acquired; 

 ● 
 potential
 unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition
 or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful,
 resulting from actions of the acquired company prior to our acquisition; and 

 ● 
 potential
 expenses under the labor, environmental and other laws of various jurisdictions. 

 Our
business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems
encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our
ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations. 

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 Claims,
litigation, government investigations, and other proceedings may adversely affect our business and results of operations. 

 We
may be subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings relating
to products offered by us and by third parties, and other matters. Any of these types of proceedings, may have an adverse effect on us
because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomes
of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves and possible losses
from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution
of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of our
estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated financial
position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, including
as a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products or services,
require us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing or
otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations. 

 We
may incur indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact our
operations and our costs. 

 We
may incur significant amounts of indebtedness in the future. Our level of indebtedness could affect our operations in several ways, including
the following: 

 ● 
 a
 significant portion of our cash flows is required to be used to service our indebtedness; 

 ● 
 a
 high level of debt increases our vulnerability to general adverse economic and industry conditions; 

 ● 
 covenants
 contained in the agreements governing our outstanding indebtedness limit our ability to borrow additional funds and provide additional
 security interests, dispose of assets, pay dividends and make certain investments; 

 ● 
 a
 high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore,
 may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and 

 ● 
 debt
 covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry. 

 A
high level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficient
cash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be available
to pay or refinance such debt. If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sell
significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financial
condition and results of operations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
MANGOCEUTICALS, INC. 10-Q

Item 1A. Risk Factors
