What changed in this filing

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Item 1. Business

2026-04-01 compared with 2025-03-20 · 405 added, 315 removed, 932 unchanged (44% of the section changed)

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addition, unless the context otherwise requires and for the purposes of this report only:

Act ” refers to the Securities Exchange Act of 1934, as amended;

or the “ Commission ” refers to the United States Securities and Exchange Commission;

Act ” refers to the Securities Act of 1933, as amended.

“ Exchange Act ”

refers to the Securities Exchange Act of 1934, as amended;

“ SEC ” or the “ Commission ”

refers to the United States Securities and Exchange Commission;

“ Securities Act ” refers to the Securities

Act of 1933, as amended.

dollar amounts in this Report are in U.S.

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that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC

like us at https://www.sec.gov and can also be accessed free of charge on the “ Investors ” section of our website

under the heading “ SEC Filings ”.

Copies of documents filed by us with the SEC (including exhibits) are also available

from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth

on the cover page of this Report.

Our website address is www.mangoceuticals.com .

Our annual reports on Form 10-K, quarterly

reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange

Act of 1934 will be available through our website free of charge as soon as reasonably practical after we electronically file such material

with, or furnish it to, the SEC.

The information on, or that may be accessed through, our website is not incorporated by reference into

this Report and should not be considered a part of this Report.

like us at https://www.sec.gov and can also be accessed free of charge on our website under the heading “ SEC Filings ”.

Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request

to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.

Our website address

is www.mangoceuticals.com .

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K

and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 will be available through our website

free of charge as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC.

The information

on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part

of this Report.

Organizational

are a Texas corporation formed on October 7, 2021.

Our address is 15110 N.

Dallas Parkway, Suite 600, Dallas, Texas 75248.

Our address is 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245.

Our telephone

number is (214) 242-9619.

Our website is www.MangoRX.com .

We became a public reporting company on March 20, 2023, upon the effectiveness

of our Registration Statement on Form S-1 in connection with our initial public offering.

Our common stock is traded on the Nasdaq Capital

Market under the symbol “ MGRX ”.

Our corporate website is www.Mangoceuticals.com and we connect consumers to licensed healthcare professionals

through our website at www.MangoRX.com .

We became a public reporting company on March 20, 2023, upon the effectiveness of our

Registration Statement on Form S-1 in connection with our initial public offering.

Our common stock is traded on the Nasdaq Capital Market

under the symbol “ MGRX ”.

connect consumers to licensed healthcare professionals through our website at www.MangoRX.com , for the provision of care via telehealth

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brand name “ Slim ” (Mango, Grow, Mojo, and Slim are collectively referred to as the “ Compounded Products ”).

Company is also marketing and selling an U.S.

Food and Drug Administration (“ FDA ”) approved form of oral testosterone

undecanoate to treat low testosterone in men and as a form of Testosterone Replacement Therapy (TRT), developed and produced by Marius

Pharmaceuticals, Inc.

under the brand name “ Prime ” powered by Kyzatrex® (“ Prime” ) (Prime and

our Compounded Products collectively referred to as the “ Pharmaceutical Products ”).

We also provide access for customers

to a licensed pharmacy for online fulfillment and distribution of certain medications that may be prescribed as part of telehealth consultations.

Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below), is in the

process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness

prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1).

The studies are anticipated to be

completed in the 2 nd quarter of 2025 which will then determine the Company’s next steps in its commercialization and

monetization efforts.

Company, through its Master Distribution Agreement with Propre Energie, Inc.

(“Propre”)(as further described below) intends

to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting

hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol®

(“Dermytol”).

The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends

to commence operations under this agreement in the 3 rd quarter of 2025.

Compounded Products are produced at and fulfilled by Epiq Scripts, LLC (“ Epiq Scripts ”), a related party compounding

pharmacy, and are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the

individual patient.

The Company also uses Epiq Scripts to fulfill all patient orders of Prime (as further discussed below).

pharmacy, 52% owned by Jacob Cohen, our Chief Executive Officer and Chairman, and are available to patients on the determination of a

prescribing physician that the compounded drug is necessary for the individual patient.

The Company also uses Epiq Scripts to fulfill

all patient orders of Prime (as further discussed below).

MangoRx branded Compounded Products currently consist of the following:

ED - This product currently includes the following three ingredients:

Either Sildenafil (the active ingredient in Viagra) or

Tadalafil (the active ingredient in Cialis), and Oxytocin, all of which are used in FDA approved drugs, as well as L-Arginine, an amino

acid that is available as a dietary supplement.

Epiq Scripts is currently 52% owned by Mr.

Cohen, our Chairman and Chief Executive

Either Sildenafil (the active ingredient in Viagra)

or Tadalafil (the active ingredient in Cialis), and Oxytocin, all of which are used in FDA approved drugs, as well as L-Arginine, an

amino acid that is available as a dietary supplement.

currently offer two dosage levels of our Mango ED product and anticipate doctors prescribing a dosage based on the needs and medical

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Oxytocin is generally safe and well-tolerated.

by MangoRx - Mango GROW currently includes the following four ingredients - (1) Minoxidil (the active ingredient in Rogaine®)

and (2) Finasteride (the active ingredient in Propecia), each of which is used in FDA approved drugs, as well as (3) Vitamin D3 and (4)

Biotin, which are available as dietary supplements.

However, the fact that Minoxidil and Finasteride are used in FDA approved drugs,

and that Vitamin D3 and Biotin, are available as a dietary supplement, does not mean that these ingredients will prove safe when combined

into a single formulation to attempt to treat hair growth.

Mango GROW is encapsulated in convenient chewable, mint-flavored rapid dissolve

tablets (“ RDT ”).

by MangoRx - Mango GROW currently includes the following four ingredients - (1) Minoxidil (the active ingredient in

Rogaine®) and (2) Finasteride (the active ingredient in Propecia), each of which is used in FDA approved drugs, as well as (3)

Vitamin D3 and (4) Biotin, which are available as dietary supplements.

However, the fact that Minoxidil and Finasteride are used in

FDA approved drugs, and that Vitamin D3 and Biotin, are available as a dietary supplement, does not mean that these ingredients will

prove safe when combined into a single formulation to attempt to treat hair growth.

Mango GROW is encapsulated in convenient

chewable, mint-flavored rapid dissolve tablets (“ RDT ”).

currently offer one dosage level of our Mango GROW product and anticipate doctors prescribing Mango GROW based on the needs and medical

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can be replicated by other companies.

by MangoRx - SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as dietary supplement,

and (2) Semaglutide, the active ingredient used in an FDA approved drug.

However, the fact that Semaglutide is used in an FDA approved

drug, and that Vitamin B6 is available as a dietary supplement, does not mean that these ingredients will prove safe when combined into

a single formulation to attempt to assist with weight loss or weight management.

SLIM is encapsulated in convenient chewable, mint-flavored

by MangoRx - SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as a

dietary supplement, and (2) Semaglutide, the active ingredient used in an FDA approved drug.

However, the fact that Semaglutide is

used in an FDA approved drug, and that Vitamin B6 is available as a dietary supplement, does not mean that these ingredients will

prove safe when combined into a single formulation to attempt to assist with weight loss or weight management.

SLIM is encapsulated

in convenient chewable, mint-flavored RDT.

currently offer four dosage levels of our SLIM product and anticipate doctors prescribing SLIM based on their needs and medical history

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of Semaglutide and Vitamin B6, to treat weight loss or weight management, as is contemplated by our SLIM product.

by MangoRx - This product is produced at our related party compounding pharmacy and is available to patients on the determination

of a prescribing physician that the compounded drug is necessary for the individual patient.

MOJO currently includes the following three

ingredients - (1) Dehydroepiandrosterone (“ DHEA ”), which is available as dietary supplement, (2) Pregnenolone, which

is available as a dietary supplement, and (3) Enclomiphene Citrate, one of the active ingredients in Clomid and is used in an FDA approved

However, the fact that Enclomiphene Citrate is used in an FDA approved drug, and that DHEA and Pregnenolone are available as a

dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to treat

hormone imbalances.

MOJO is encapsulated in convenient chewable, mango-flavored RDT.

by MangoRx - This product is produced at our related party compounding pharmacy and is available to patients on the

determination of a prescribing physician that the compounded drug is necessary for the individual patient.

MOJO currently includes

the following three ingredients - (1) Dehydroepiandrosterone (“ DHEA ”), which is available as dietary

supplement, (2) Pregnenolone, which is available as a dietary supplement, and (3) Enclomiphene Citrate, one of the active

ingredients in Clomid and is used in an FDA approved drug.

However, the fact that Enclomiphene Citrate is used in an FDA approved

drug, and that DHEA and Pregnenolone are available as a dietary supplement, does not mean that these ingredients will prove safe

when combined into a single formulation to attempt to treat hormone imbalances.

MOJO is encapsulated in convenient chewable,

mango-flavored RDT.

currently offer one dosage level of our MOJO product and anticipate doctors prescribing MOJO based on their needs and medical history

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Though the active ingredients that comprise our Mango ED product are meant to treat ED –

an issue that according to a 2018 study published in The Journal of Sexual Medicine has been estimated to affect over one-third

of today’s men’s population (with prevalence increasing with age) – we are also aiming to brand ourselves as a lifestyle

company marketed to men seeking enhanced sexual vitality, performance, and overall mood and confidence.

an issue that according to a 2018 study published in The Journal of Sexual Medicine has been estimated to affect over

one-third of today’s men’s population (with prevalence increasing with age) – we are also aiming to brand ourselves

as a lifestyle company marketed to men seeking enhanced sexual vitality, performance, and overall mood and confidence.

also market and sell the following product (such product, together with our Compounded Products, our “Pharmaceutical Products”):

by MangoRx, Powered by Kyzatrex® - ‘PRIME’, by MangoRx, powered by Kyzatrex®, a FDA-approved oral

Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no testosterone

levels due to certain medical conditions.

‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only three FDA

approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient injection-based drug

delivery protocol.

‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel capsule that

is absorbed primarily via the lymphatic system, avoiding liver toxicity.

The benefits of ‘PRIME,’ powered by Kyzatrex®,

over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical performance, and balanced

hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius Pharmaceuticals.

With ‘PRIME,’

MangoRx is working to expand broad-based consumer access to this therapy.

Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no

testosterone levels due to certain medical conditions.

‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only

three FDA approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient

injection-based drug delivery protocol.

‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel

capsule that is absorbed primarily via the lymphatic system, avoiding liver toxicity.

The benefits of ‘PRIME,’ powered

by Kyzatrex®, over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical

performance, and balanced hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius

Pharmaceuticals.

With ‘PRIME,’ MangoRx is working to expand broad-based consumer access to this therapy.

Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below under “ Patent

Purchase Agreements—Intramont Technologies ”), is in the process of conducting Phase II clinical trials and efficacy studies

to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1)

and avian influenza (H5N1).

Some initial studies were conducted and completed in the 4 th quarter of 2025 with additional

tests and studies anticipated to be completed in the 1 st quarter of 2026 which will then determine the Company’s

next steps in its commercialization and monetization efforts.

Company, through its Master Distribution Agreement with Propre Energie, Inc.

(as further described below under “ Master Distribution

Agreements ”) intends to license certain intellectual property and patent rights from Propre relating to clinically proven,

plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed

under the brand Dermytol® (“Dermytol”).

The Company is in the process of preparing its marketing and distribution strategy

for Dermytol and intends to commence operations under this agreement in the 2 nd quarter of 2026.

Contracted Telehealth Providers

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Rather, the Company has entered into a variety

of physician services agreements (the “ Physicians Agreements ”) with BrighterMD, LLC doing business as Doctegrity (“ Doctegrity ”),

LocumTele, and Locum Tenens USA (collectively, the “ Telemedicine Providers ”), all of which counterparties have agreed

to make available to us, healthcare professionals, to allow them to provide clinical services directly to our future customers via telehealth.

We have integrated these healthcare professionals to allow for telehealth consultations and related services on our Mangoceuticals platform

which has been developed and is complete.

This platform is the backbone of our business as it connects consumers with both the medical

provider and the pharmacy for fulfillment.

It is also the system that we will use to create marketing funnels for outgoing marketing,

customer management and support, and analytics for future sales.

of physician services agreements (the “ Physicians Agreements ”) with LocumTele, and Locum Tenens USA (collectively,

the “ Telemedicine Providers ”), all of which counterparties have agreed to make available to us, healthcare professionals,

to allow them to provide clinical services directly to our future customers via telehealth.

We have integrated these healthcare professionals

to allow for telehealth consultations and related services on our Mangoceuticals platform which has been developed and is complete.

platform is the backbone of our business as it connects consumers with both the medical provider and the pharmacy for fulfillment.

is also the system that we will use to create marketing funnels for outgoing marketing, customer management and support, and analytics

for future sales.

our Physician Agreements, the healthcare professionals are responsible for the practice of medicine and control of the clinical decision-making.

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In turn, Epiq Scripts, LLC, pursuant

to the Master Services Agreement discussed below, is provided information on the customer and compounding of our product, compound the

product, and ship the product to customers using packaging and shipping materials which we supply.

pay the Telemedicine Providers for each physician visit conducted in response to request made by a patient on our website, regardless

to the Master Services Agreement discussed below, is provided information on the customer and compounding of our product, compounds the

product, and ships the product to customers using packaging and shipping materials which we supply.

pay the Telemedicine Providers for each physician visit conducted in response to requests made by a patient on our website, regardless

of whether the physician prescribes our product to the patient.

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Master Services Agreement.

Our company was previously wholly-owned by American International until April 16, 2022, when control of our

company was sold to Cohen Enterprises, Inc., which entity is owned by Jacob D.

Cohen, the Chairman and Chief Executive Officer of the

Company (“ Cohen Enterprises ”).

Epiq Scripts was formed in January 2022 and only began compounding drugs for patients

in November 2022.

On February 15, 2023, the 51% of Epiq Scripts then owned by American International was transferred to Mr.

part of an exchange transaction, whereby Mr.

Cohen agreed to cancel his preferred stock of American International, which provided him

voting control over American International, in exchange for among other assets, American International’s ownership of Epiq Scripts.

Epiq Scripts is currently 52% owned by Mr.

Cohen, our Chairman and Chief Executive Officer.

Additionally, Mr.

Cohen has served as the

co-Manager of Epiq Scripts since January 2022.

Cohen has served as the co-Manager of Epiq Scripts since January 2022.

Scripts is currently fully licensed with the Texas State Board of Pharmacy (“ TSBP ”) and further has State Board of

Pharmacy (or its equivalent) licenses from the District of Columbia and 49 other states:

Alaska, Arizona, Arkansas, California, 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 Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Washington,

West Virginia, Wisconsin, and Wyoming, with the intent of obtaining a state license from Alabama, the remaining state by the end of the

first quarter of 2025.

Epiq Scripts has obtained its National Provider Identifier (“ NPI ”)

number and is now a member of the National Council for Prescription Drug Programs (“ NCPDP ”), a standards development

organization.

Additionally, Epiq Scripts has applied for the highest level of accreditation with the Utilization Review Accreditation

Commission (“ URAC ”), a Washington DC-based healthcare accrediting organization

that establishes quality standards for the entire healthcare industry .

Until Epiq Scripts receives a licenses in Alabama, we are

limited to selling our Pharmaceutical Products in only the states in which Epiq Scripts holds licenses.

Although Epiq Scripts is physically

located in Texas, it can ship products to customers in each state in which it holds licenses.

Pharmacy (or its equivalent) licenses from the District of Columbia and every U.S.

State other than Alabama, with the intent of obtaining

a state license from Alabama, by the end of the first quarter of 2025.

Epiq Scripts has obtained

its National Provider Identifier (“ NPI ”) number and is a member of the National Council for Prescription Drug Programs

(“ NCPDP ”), a standards development organization.

Additionally, Epiq Scripts has applied for the highest

level of accreditation with the Utilization Review Accreditation Commission (“ URAC ”), a

Washington DC-based healthcare accrediting organization that establishes quality standards for the entire healthcare industry .

Until Epiq Scripts receives a license in Alabama, we are limited to selling our Pharmaceutical Products in only the states in which Epiq

Scripts holds licenses.

Although Epiq Scripts is physically located in Texas, it can ship products to customers in each state in which

it holds licenses.

a result of the above, Epiq Scripts can currently only provide services to the Company in the District of Columbia and those 49 states

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Customer Portal

customer platform connects consumers to licensed healthcare professionals through our website at www.MangoRX.com , for the provision

of care via telehealth and also provides access for customers to a licensed pharmacy for online fulfillment and distribution of certain

medications that may be prescribed as part of telehealth consultations.

Additional features to this backend technology solution allow

for the creation and management of customer accounts whereby customers have the ability to login, view and make changes to their respective

These changes include, but are not limited to, reviewing order history, tracking order shipments, requesting and ordering product

refills and making other profile changes such as shipping address and payment changes.

Our portal is not unique to the industry and is

not anticipated to be difficult or costly to replicate or replace.

customer platform connects consumers to licensed healthcare professionals through our website at www.MangoRX.com , for the

provision of care via telehealth and also provides access for customers to a licensed pharmacy for online fulfillment and

distribution of certain medications that may be prescribed as part of telehealth consultations.

Additional features to this backend

technology solution allow for the creation and management of customer accounts whereby customers have the ability to login, view and

make changes to their respective accounts.

These changes include, but are not limited to, reviewing order history, tracking order

shipments, requesting and ordering product refills and making other profile changes such as shipping address and payment changes.

Our portal is not unique to the industry and is not anticipated to be difficult or costly to replicate or replace.

backend technology solution also houses and manages all customer data allowing the Company with additional key functionality, including

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As discussed above, we initially

are focusing our sales in the District of Columbia and 49 states where our related party pharmacy is licensed, with the goal of eventually

undertaking sales across all 50 states, pending licensing approvals of our related party pharmacy.

are focusing our sales in the District of Columbia and 49 states where our related party pharmacy is licensed (i.e., each state other

than Alabama), with the goal of eventually undertaking sales across all 50 states, pending licensing approvals of our related party pharmacy.

subscription plans for recurring revenue and introduction of new products

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agreed to issue Mr.

Cohen (a) 1,700,000 shares of the common stock of Mango & Peaches (representing 25.4% of Mango and Peaches’

then outstanding shares of common stock)(the “ Mango & Peaches Common Shares ”);

and (b) 100 shares Series A Super

Majority Voting Preferred Stock of Mango & Peaches, discussed in greater detail below (the “ Mango & Peaches Series A

Shares ”), which issuances are subject to shareholder approval, which shareholder approval the Company expects to solicit from

shareholders in the near future.

Cohen certain shares of common stock and Series A Preferred Stock of Mango & Peaches (the issuance of which is

discussed in greater detail below).

consideration for the transfer of the assets, the Company received 4,999,999 shares of Mango & Peaches’ common stock, bringing

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to a breach of any representation or warranty of the Company in the Contribution Agreement, or any claim relating to the Contributed

Assets, before the Contribution Effective Date;

and Mango & Peaches agreed to indemnify the Company against any damages relating

to a breach of any representation or warranty of Mango & Peaches in the Contribution Agreement, or any claim relating to the Contributed

Assets, after the Contribution Effective Date.

The Contribution Agreement and the contribution and assumption provided for therein was

effective December 15, 2024 (the “ Contribution Effective Date ”).

Assets, before the Contribution Effective Date (defined below);

and Mango & Peaches agreed to indemnify the Company against any damages

relating to a breach of any representation or warranty of Mango & Peaches in the Contribution Agreement, or any claim relating to

the Contributed Assets, after the Contribution Effective Date.

The Contribution Agreement and the contribution and assumption provided

for therein was effective on December 15, 2024 (the “ Contribution Effective Date ”).

January 9, 2025, Mango & Peaches filed a Certificate of Designations of Mango & Peaches Corp., establishing the designations,

preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the “ Series A Preferred

Stock ”), with the Secretary of State of Texas, which was filed by the Texas Secretary of State on January 15, 2025, effective

January 9, 2025 (the “ Series A Designation ”).

The Series A Designation designated 100 shares of Series A Preferred

Stock, the rights of which are discussed in greater detail below:

Series A Designation provides for the Series A Preferred Stock to have the following rights:

No dividend, liquidation, redemption or

conversion rights;

voting rights providing that for so long as any shares of Series A Preferred Stock remain issued and outstanding,

the holders thereof, voting separately as a class, have the right to vote on all shareholder matters (including, but not limited to at

every meeting of the stockholders of Mango & Peaches and upon any action taken by stockholders of Mango & Peaches with or without

a meeting) equal to fifty-one percent (51%) of the total vote (the “ Total Series A Vote ” and the “ Voting

Rights ”), and that so long as Series A Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative

vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend,

alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations,

preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred

Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences

or limitations of the Series A Preferred Stock;

or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection

with certain non-material technical amendments).

Additionally, subject to the rights of series of preferred stock which may from time

to time come into existence, so long as any shares of Series A Preferred Stock are outstanding, Mango & Peaches cannot without first

obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series

A Preferred Stock, voting together as a class:

(a) issue any additional shares of Series A Preferred Stock after the original issuance

of shares of Series A Preferred Stock;

(b) increase or decrease the total number of authorized or designated shares of Series A Preferred

(d) effect an exchange,

or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock;

alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares

of such series, including the rights set forth in the Series A Designation.

a result of the issuance of the Mango & Peaches Common Shares and Mango & Peaches Series A Shares, Mr.

Cohen will obtain majority

control over substantially all of the assets and operations of the Company at the time of the entry into the Contribution Agreement,

which following the Contribution Effective Date, are held by Mango & Peaches, including the right to vote 75.5% of Mango & Peaches

outstanding voting shares as result of his ownership of Mango & Peaches Common Shares and the Mango & Peaches Series A Shares,

which will provide him the right to approve any merger or consolidation of Mango & Peaches and/or any amendment to the Certificate

of Formation of Mango & Peaches.

preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the “ Series A Super Majority

Voting Preferred Stock ”), with the Secretary of State of Texas, which was filed by the Texas Secretary of State on January

15, 2025, effective January 9, 2025 (the “ Series A Designation ”).

The Series A Designation designated 100 shares of

Series A Super Majority Voting Preferred Stock, the rights of which are discussed in greater detail below:

Series A Designation provides for the Series A Super Majority Voting Preferred Stock to have the following rights:

No dividend, liquidation,

redemption or conversion rights;

voting rights providing that for so long as any shares of Series A Super Majority Voting Preferred Stock

remain issued and outstanding, the holders thereof, voting separately as a class, have the right to vote on all shareholder matters (including,

but not limited to at every meeting of the stockholders of Mango & Peaches and upon any action taken by stockholders of Mango &

Peaches with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “ Total Series A Vote ” and

the “ Voting Rights ”), and that so long as Series A Super Majority Voting Preferred Stock is outstanding, Mango &

Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Super Majority

Voting Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the

Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations and relative rights of the Series

A Super Majority Voting Preferred Stock, (ii) effect any reclassification of the Series A Super Majority Voting Preferred Stock, (iii)

designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or

limitations of the Series A Super Majority Voting Preferred Stock;

or (iv) amend, alter or repeal any provision of the Series A Designation

(except in connection with certain non-material technical amendments).

Additionally, subject to the rights of series of preferred stock

which may from time to time come into existence, so long as any shares of Series A Super Majority Voting Preferred Stock are outstanding,

Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority

of the then outstanding shares of Series A Super Majority Voting Preferred Stock, voting together as a class:

(a) issue any additional

shares of Series A Super Majority Voting Preferred Stock after the original issuance of shares of Series A Super Majority Voting Preferred

(b) increase or decrease the total number of authorized or designated shares of Series A Super Majority Voting Preferred Stock;

(c) effect an exchange, reclassification, or cancellation of all or a part of the Series A Super Majority Voting Preferred Stock;

effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Super

Majority Voting Preferred Stock;

or (e) alter or change the rights, preferences or privileges of the shares of Series A Super Majority

Voting Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in the Series A Designation.

May 13, 2025, Mango & Peaches issued 4,892,906 shares of its common stock and 100 shares of its Series A Super Majority Voting Preferred

Stock (collectively, the “ M&P Stock ”) to Jacob Cohen, the Chief Executive Officer and Chairman of the Company

and the Chief Executive Officer of Mango & Peaches, which was due pursuant to the terms of Mr.

Cohen’s employment agreement

with the Company, as amended.

the issuance of the M&P Stock, Mr.

Cohen owns 49% of the outstanding common stock of Mango & Peaches and separately has the right

to vote fifty-one percent (51%) of the total vote on all Mango & Peaches shareholder matters, voting separately as a class, pursuant

to his ownership of the Series A Super Majority Voting Preferred Stock, giving him 75.2% voting control over Mango & Peaches, which

provide him the right to approve any merger or consolidation of Mango & Peaches and/or any amendment to the Certificate of Formation

of Mango & Peaches.

Additionally,

Cohen, pursuant to the terms of his Employment Agreement, as amended, discussed in greater detail below under “ Item 11.

Cohen, pursuant to the terms of his Employment Agreement, as amended, discussed in greater detail under “ Item 11.

Executive Compensation ”—“ Employment and Consulting Agreements ”— “ Jacob D.

Executive Officer ”, has the right to earn up to $10 million bonus (the “ Mango & Peaches Bonus ”), which

is convertible at his option, at a conversion price of $0.50 per share, into up to 20,000,000 shares of common stock of Mango & Peaches.

In the event the full amount of the Mango & Peaches Bonus, vests to Mr.

Cohen and he converts such entire Mango & Peaches Bonus

into 20,000,000 Mango & Peaches Bonus Shares pursuant to the conversion terms thereof, he will own 81.3% of Mango & Peaches outstanding

Cohen, Chief Executive

Officer ”, has the right to earn up to a $10 million bonus (the “ Mango & Peaches Bonus ”), which is convertible

at his option, at a conversion price of $0.50 per share, into up to 20,000,000 shares of common stock of Mango & Peaches.

event the full amount of the Mango & Peaches Bonus, vests to Mr.

Cohen and he converts such entire Mango & Peaches Bonus into

20,000,000 Mango & Peaches Bonus Shares pursuant to the conversion terms thereof, he will own 81.3% of Mango & Peaches outstanding

common stock (not factoring in any other issuances), and 92.8% of Mango & Peaches’ outstanding voting stock (as a result of

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or that any Mango & Peaches Bonus Shares will be issued to Mr.

Digital Asset Treasury Strategy

discussed in greater detail below under “ Material Agreements—Cube Operations Master Services Agreement ”, on

December 17, 2025, Mango DAT, LLC (“ Mango DAT ”), a wholly-owned subsidiary of the Company, entered into a Master Services

Agreement (the “ Mango MSA ”) with Cube Operations LLC (“ Cube ”), pursuant to which Cube will provide

Mango DAT with access to Cube’s proprietary platform for storing, managing, and administering digital assets via multi-party computation

(MPC) wallets.

Under the Mango MSA, Cube is also appointed as the discretionary asset manager for Mango DAT’s specified account

assets, with authority to execute transactions such as buying, selling, exchanging, staking, and other activities related to supported

digital assets (initially focused on Solana).

Cube will act as agent and attorney-in-fact for Mango DAT in these matters.

Mango MSA and a separate Order Form entered into in connection therewith are intended to support the Company’s strategy to deploy

up to $100 million in a Solana-focused digital asset treasury (DAT), with the goal of accumulating initially Solana holdings as part

of its broader strategy to manage liquidity, diversify assets, and optimize its balance sheet.

Corporate treasury reserve funds typically

serve as a company’s operational “checking account,” helping to fund day-to-day operations, manage debt, and provide

a cushion against unforeseen financial shortfalls.

Traditionally, these reserves are held in cash or cash equivalents, including multiple

fiat currencies for companies with international operations.

The Company will also aim for annual staking yields of approximately 7-8%,

with potential for higher returns through additional strategies.

is a public blockchain platform designed for scalability, speed, and low-cost transactions, supporting decentralized applications (dApps),

smart contracts, non-fungible tokens (NFTs), and other crypto-native innovations.

Founded in 2018, with the network launching in March

2020, Solana uses a unique combination of proof-of-stake (PoS) consensus and proof-of-history (PoH) mechanisms.

Its native cryptocurrency,

SOL, powers the ecosystem, enabling staking, governance, and payments within a decentralized network that has grown rapidly for applications

in DeFi, payments, and internet-scale capital markets.

date no funds have been deployed in connection with the DAT, and the Company will need to raise significant additional funds in the future

to implement the DAT, which funding may not be available on favorable terms if at all.

including Solana in its treasury, the Company seeks exposure to a digital asset that shares certain characteristics with traditional

Solana is traded on open exchanges, offering liquidity, while also providing potential diversification benefits distinct

from conventional cash or foreign currency holdings.

For example, Solana’s limited supply may offer a hedge against inflation and

currency devaluation, although it remains more volatile than traditional treasury assets.

addition, holding Solana is expected to provide the Company with direct exposure to the potential appreciation of its Solana holdings.

While the Company recognizes the inherent volatility and speculative nature of Solana, it believes that strategic treasury allocations

can enhance financial flexibility and contribute to overall balance sheet optimization.

Company has previously filed a trademark application for “MULTI-DAT” to the United States Patent and Trademark Office, signaling

its strategic expansion into the digital asset sector.

part of the MULTI-DAT framework, the Company is pursuing a range of strategic digital asset and DeFi initiatives to further enhance its

treasury operations and competitive edge, including the following, which are to date in the planning stage and are expected to require

significant additional capital to implement, which may not be available on favorable terms, if at all:

Digital Asset Treasury 2.0 Strategy :

Evaluating the allocation of corporate treasury into established digital assets and

other leading networks to diversify holdings, and seek to boost balance-sheet efficiency and support long-term value while prioritizing

risk management.

Tokenized Real-World Assets (RWAs) :

Exploring participation in tokenized representations of traditional instruments, such

Treasuries and yield-generating assets, to gain on-chain liquidity, transparency, and capital efficiency in a regulated environment.

Staking, Validator & Protocol-Level Yield Strategies :

Discussing deploying assets into institutional staking, validator

roles, and yield-generating protocols, including liquid staking, to create recurring on-chain income and optimize asset productivity,

with a focus on yield utility under strict operational and regulatory guidelines.

S tablecoin Infrastructure & Treasury Operations :

Seeking to integrate regulated stablecoins for treasury management,

payments, settlements, and cross-border activities to streamline operations, minimize friction, and advance the Company’s core

business ahead of competitors while ensuring compliance.

support the ongoing build-out of its Digital Asset Treasury strategy, the Company plans to leverage its existing shelf registration statement

through various takedown methods.

These may include filing a prospectus supplement to activate an at-the-market (ATM) equity offering

program, which would allow the Company to sell shares of common stock from time to time at prevailing market prices, as well as other

approaches such as registered direct or underwritten offerings, depending on market conditions.

This flexible capital-raising framework

is intended to provide opportunistic funding for the future accumulation of Solana tokens and related initiatives.

Services Agreement with Epiq Scripts

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any online accounts to access and generate shipping labels for the fulfillment and delivery of our products.

SOW has a term through December 31, 2025, automatically renewable thereafter for successive one-year terms unless either party terminates

the agreement at least 90 days before renewal thereof and the SOW is subject to the same termination rights of the parties as set forth

in the Master Services Agreement (discussed below).

SOW had an initial term through December 31, 2025, which is automatically renewable thereafter for successive one-year terms unless either

party terminates the agreement at least 90 days before renewal thereof and the SOW is subject to the same termination rights of the parties

as set forth in the Master Services Agreement (discussed below).

Neither party provided the other notice of their intent to terminate

the SOW prior to the automatic renewal date on December 31, 2025, and as such, the SOW renewed automatically for an additional one-year

term through December 31, 2026.

to the SOW, we agreed to pay Epiq Scripts certain fixed rate fees for prescription fulfillment, processing and packaging (per prescription)

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out of funds that we actually collect.

Master Services Agreement has a term of five years, automatically renewable to additional one-year terms thereafter unless either party

Master Services Agreement had a term of five years, automatically renewable to additional one-year terms thereafter unless either party

provides the other notice of termination at least 90 days prior to the date of automatic renewal.

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Scripts has filed with the URAC to obtain its pharmacy accreditation and obtained its first state license in the State of Texas in February

Epiq Scripts has State Board of Pharmacy (or its equivalent) licenses to operate in the District of Columbia and the following

Alaska, Arizona, Arkansas, California, 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

Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming and plans to eventually

obtain licenses in all 50 states by the end of the first quarter of 2025, with some state licenses easier to obtain and quicker to obtain

Epiq Scripts has State Board of Pharmacy (or its equivalent) licenses to operate in the District of Columbia and every U.S.

other than Alabama and plans to eventually obtain a license in Alabama, by the end of the first quarter of 2026.

a result of the above, Epiq Scripts can currently only provide the Services to the Company in the District of Columbia and 49 states

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First Amendment also provides that until the fifth anniversary of the First Amendment, the Company shall notify Epiq Scripts in writing

of any plans to (a) expand its need for pharmacy services outside of those contemplated by the MSA;

(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);

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.

First Amendment also provides that until the fifth anniversary of the First Amendment (September 15, 2028), the Company shall notify

Epiq Scripts in writing of any plans to (a) expand its need for pharmacy services outside of those contemplated by the MSA;

its need for pharmacy services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new

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 First Amendment includes a requirement whereby if Epiq Scripts receives notice of any proposed fundamental transaction involving

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to the Consulting Agreement, Epiq Scripts agreed to provide pharmacy consulting services in connection with the Company’s global

expansion efforts, and as reasonably requested by the Company, during the term of the agreement, which is for five years, unless otherwise

earlier terminated (a) due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice

expansion efforts, and as reasonably requested by the Company, during the term of the agreement, which is for five years (through September

15, 2028), unless otherwise earlier terminated (a) due to breach of the agreement by either party and the failure to cure such breach

30 days after written notice thereof;

(b) the mutual agreement of the parties;

or (c) the date that Epiq Scripts provides the Company written notice of termination,

which may be at any time and for any reason.

or (c) the date that Epiq Scripts provides the Company

written notice of termination, which may be at any time and for any reason.

consideration for agreeing to provide the services under the agreement, the Company agreed to pay Epiq Scripts (1) a one-time payment

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Consulting Agreement further provides that no payments are due for the sale of any prescription pills until the First Sale.

the Consulting Agreement, (a) “ Territory ” means worldwide, except for the United States, including its

territories and possessions and the District of Columbia;

and (b) “ First Sale ” means the date that the first

commercial sale of prescription pills occurs in the Territory.

To date, there have been no fees paid to Epiq Scripts pursuant to

this agreement.

the Consulting Agreement, (a) “ Territory ” means worldwide, except for the United States, including its territories

and possessions and the District of Columbia;

and (b) “ First Sale ” means the date that the first commercial sale of

prescription pills occurs in the Territory.

To date, there have been no fees paid to Epiq Scripts pursuant to this agreement.

payments are also required to be offset equitably for any prescription pill sold which is later refunded, charged back, returned, or

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certain expenses of Epiq Scripts, subject to certain limitations and pre-approvals.

No payments under the Consulting Agreement have been

made to date.

December 10, 2023, the Company entered into a Marketing Agreement with Marius Pharmaceuticals, LLC (“ Marius ”) allowing

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license to use the Marius Marks in the United States, for the purpose discussed above.

Marius Agreement contains customary confidentiality and indemnification provisions and has an initial term of two years, automatically

renewable thereafter for successive one year terms unless otherwise terminated (a) by Marius if the Company does not have at least 2,500

monthly customers of “ Kyzatrex® ” oral testosterone undecanoate softgel capsules at least 30 days prior to the

end of the initial term, (b) by either party for cause in connection with a material breach that has not been cured within 30 business

days of written notice thereof provided by the non-breaching party to the breaching party, or (c) by Marius in its sole discretion without

cause by providing at least 60 days’ prior written notice to the Company.

Marius may also terminate the agreement with written

notice to the Company if the Company has not met at least 30% of the Minimum Subscribers within six months of the product launch date

on the Company’s website.

Marius Agreement contains customary confidentiality and indemnification provisions and has an initial term of two years (through December

10, 2025), automatically renewable thereafter for successive one year terms unless otherwise terminated (a) by Marius if the Company

does not have at least 2,500 monthly customers of “ Kyzatrex® ” oral testosterone undecanoate softgel capsules at

least 30 days prior to the end of the initial term, (b) by either party for cause in connection with a material breach that has not been

cured within 30 business days of written notice thereof provided by the non-breaching party to the breaching party, or (c) by Marius

in its sole discretion without cause by providing at least 60 days’ prior written notice to the Company.

Marius may also terminate

the agreement with written notice to the Company if the Company has not met at least 30% of the Minimum Subscribers within six months

of the product launch date on the Company’s website.

30 days of the date the Marius Agreement is terminated (or on the date of termination, which cannot occur earlier than 60 days after

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rights to market the Products in the applicable “ Market ”.

Distribution Agreement has a term of three years and is automatically renewable thereafter for three additional one year terms, unless

either party provides the other notice of non-renewal at least 90 days prior to an automatic renewal date.

The agreement may also be

terminated by the non-breaching party upon the material breach of the agreement by the counterparty and failure to cure such breach after

90 days written notice, or upon insolvency.

Distribution Agreement has a term of three years (through July 8, 2027) and is automatically renewable thereafter for three additional

one year terms, unless either party provides the other notice of non-renewal at least 90 days prior to an automatic renewal date.

agreement may also be terminated by the non-breaching party upon the material breach of the agreement by the counterparty and failure

to cure such breach after 90 days written notice, or upon insolvency.

Distribution Agreement includes customary confidentiality requirements of the parties, representations and warranties of the parties,

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January 30, 2025, the Company entered into a Master Distribution Agreement (the “ MDA ”), with Propre Energie Inc.

to the MDA, the Company will license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based

formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under

the brand Dermytol®.

to the MDA, the Company licensed certain intellectual property and patent rights from Propre relating to plant-based formulations targeting

hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol®.

agreed pursuant to the MDA to pay Propre 650,000 shares of the Company’s restricted common stock (the “ Propre Shares ”)

and 1% of the gross sales revenue we generate during the term of the MDA.

The MDA has a term of three years, renewable thereafter for

up to three additional one year terms, provided that neither party provides the other notice of termination at least 90 days prior to

the renewal date, provided that Propre has a right of termination in the event we sell substantially all of our assets or a majority

interest in the Company during the term and either party may terminate the agreement if the other party breaches the MDA and fails to

cure such breach within 90 days or becomes insolvent.

The MDA has a term of three years (through January 30, 2028),

renewable thereafter for up to three additional one year terms, provided that neither party provides the other notice of termination

at least 90 days prior to the renewal date, provided that Propre has a right of termination in the event we sell substantially all of

our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches

the MDA and fails to cure such breach within 90 days or becomes insolvent.

MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers

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The Company is still preparing its internal business plans for the marketing,

selling and distribution of Dermytol with plans to commence operations surrounding Dermytol in the 2 nd quarter of 2025.

selling and distribution of Dermytol with plans to commence operations surrounding Dermytol in the 3 rd quarter of 2026.

May 14, 2025, MangoRx IP Holdings, LLC (“ Mango IP ”), the Company’s wholly-owned subsidiary, entered into a Master

Distribution Agreement with PrevenTech Solutions, LLC (“ PrevenTech ” and the “ PrevenTech MDA ”).

Pursuant to the PrevenTech MDA, the Company granted PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain

intellectual property and patent rights held by the Company relating to respiratory illness prevention technology, including the right

to sell antiviral products, including but not limited to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives

for poultry and livestock, which may be manufactured and/or designed in various formats, using the patents.

consideration for the rights under the PrevenTech MDA, PrevenTech agreed to pay us 10% of the net sales revenue (as described in greater

detail in the PrevenTech MDA) generated during the term of the PrevenTech MDA through the sale of products associated with our patents.

The term of the PrevenTech MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the

agreement by the other party, subject to certain cure rights.

Additionally, in the event that PrevenTech does not generate at least $5

million of gross sales from the sale of products within eighteen months from June 1, 2025, subject to a sixty day cure period, PrevenTech’s

rights under the PrevenTech MDA become non-exclusive.

PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations,

disclaimers and covenants, for an agreement of the type and size of the PrevenTech MDA.

Operations Master Services Agreement

December 17, 2025, Mango DAT, LLC, a wholly-owned subsidiary of the Company, entered into a Master Services Agreement with Cube Operations

LLC, pursuant to which Cube will provide Mango DAT with access to Cube’s proprietary platform (the “ Cube Services ”)

for storing, managing, and administering digital assets via multi-party computation (MPC) wallets.

Under the Mango MSA, Cube is also

appointed as the discretionary asset manager for Mango DAT’s specified account assets, with authority to execute transactions such

as buying, selling, exchanging, staking, and other activities related to supported digital assets (initially focused on Solana).

will act as agent and attorney-in-fact for Mango DAT in these matters.

Mango MSA has an initial term of one (1) year commencing on the effective date, and automatically renews for consecutive two (2)-month

periods unless either party provides at least thirty days’ prior written notice of non-renewal.

Fees under the Mango MSA are set

forth in applicable order forms and are payable within thirty (30) days of invoicing, exclusive of taxes (for which Mango DAT is responsible).

The Mango MSA includes standard provisions for confidentiality, indemnification, limitations of liability (capped at fees paid in the

prior twelve months for most claims).

Either party may terminate for material breach if not cured within thirty days, and Cube may suspend

services for non-payment after ten days’ notice.

Upon termination, Mango DAT must cease use of the services, remove assets, and

return or destroy confidential information.

with the Mango MSA, on December 17, 2025, Mango DAT and Cube entered into an Order Form (the “Order Form”) pursuant to the

Mango MSA, which specifies the services and fee structure for the management of Solana-focused digital assets as part of the Company’s

digital asset treasury (DAT) strategy.

the Order Form, monthly management fees are calculated on a graduated basis against assets under custody (AUC), at 0.30% for assets from

$0 to under $10 million, 0.25% for $10 million to under $50 million, 0.20% for $50 million to under $250 million, and 0.10% for $250

million and above.

The monthly fee is subject to a minimum of $2,500.

An execution management fee equal to 2% of total assets is billed

upon initial deposit and thereafter in quarterly installments based on the 30-day average net asset value (NAV).

Mango DAT is responsible

for reimbursing Cube for all reasonable and documented account-related expenses, including bank fees, clearing and settlement costs,

third-party provider fees, taxes, and structuring, legal, or other professional service expenses.

The account assets are expected to

initially consist of Solana, with additional assets or cash proceeds as designated by Mango DAT.

Mango MSA and Order Form are intended to support the Company’s strategy to deploy up to $100 million in a Solana-focused DAT, aiming

for annual staking yields of approximately 7-8%, with potential for higher returns through additional strategies.

Purchase Agreements

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for the Patents.

total of the date of this report, $57,000 of the Cash Payments has been paid to date, provided that Intramont has not declared a default

under the IP Purchase Agreement or taken any action against the Company in connection with the failure to timely pay such Cash Payments.

of the date of this report, at total of $245,208 of the Cash Payments has been paid to date, provided that Intramont has not declared

a default under the IP Purchase Agreement or taken any action against the Company in connection with the failure to timely pay such Cash

February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the IP Purchase Agreement

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Intramont on financing, developing and commercializing the Patents.

a result of the Amendment Letter, a total of $306,118 remains due to Intramont in connection with the Cash Payments as of the date of

this Report, which the Company expects to pay over time, by way of expenses associated with the development of the Patents.

a result of the Amendment Letter, a total of $154,792 remains due to Intramont in connection with the Cash Payments as of the date

of this Report, which the Company expects to pay over time, by way of expenses associated with the development of the Patents.

Company intends to utilize the Patents by commencing research, development, clinical trial studies and efficacy testing on a variety

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Company is currently operated and managed by (a) the Founder, Chairman and Chief Executive Officer, Jacob D.

Cohen, (b) President and

Director, Antonios “ Tony ” Isaac, (c) Amanda Hammer, the Chief Operating Officer of the Company, and (d) Eugene Johnston,

Cohen, and (b) Eugene Johnston,

the Chief Financial Officer of the Company.

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our relations with our employees to be satisfactory.

Cohen and Mrs.

Hammer, are currently party to employment agreements with the

Company and Mr.

Isaac and Mr.

Johnston are party to consulting agreements with the Company, each as discussed below under “ Item 11.

Executive Compensation —Employment and Consulting Agreements.”

Cohen is currently party to an employment agreement with the Company and Mr.

Johnston is party to a consulting agreement with the Company, each as discussed below under “ Item 11.

Executive Compensation —Employment

and Consulting Agreements.”

Market for ED Products

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Market for MOJO

We believe that hypogonadism (a condition where the gonads (testes in males and ovaries in females) do not produce

enough sex hormones) is a growing concern in an aging male population and is associated

with symptoms including decreased libido, erectile dysfunction, loss of lean muscle mass, loss of vitality, and depression.

sensitive symptoms supporting a diagnosis of hypogonadism include erectile dysfunction and decreased libido.

Historically treated

using exogenous testosterone, concerns about possible adverse effects of testosterone have led physicians to seek alternative treatment

Enclomiphene citrate is the trans isomer of clomiphene citrate, a non-steroidal estrogen receptor antagonist

that is FDA-approved for the treatment of ovarian dysfunction in women.

Clomiphene citrate has also been used off-label for many years

to treat secondary male hypogonadism, particularly in the setting of male infertility.

believe that hypogonadism (a condition where the gonads (testes in males and ovaries in females) do not produce enough sex hormones)

is a growing concern in an aging male population and is associated with symptoms including decreased libido, erectile dysfunction, loss

of lean muscle mass, loss of vitality, and depression.

The most sensitive symptoms supporting a diagnosis of hypogonadism include erectile

dysfunction and decreased libido.

Historically treated using exogenous testosterone, concerns about possible adverse effects of testosterone

have led physicians to seek alternative treatment approaches.

Enclomiphene citrate is the trans isomer of clomiphene

citrate, a non-steroidal estrogen receptor antagonist that is FDA-approved for the treatment of ovarian dysfunction in women.

citrate has also been used off-label for many years to treat secondary male hypogonadism, particularly in the setting of male infertility.

citrate, which is the key active pharmaceutical ingredient found in our Mango MOJO compounded product, has been researched and studied

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being effective in increasing serum testosterone levels in hypogonadal men, as well as maintaining sperm counts.

to an April 2022 market study conducted by Allied Market Research, the global male hypogonadism market size

was $3.1 billion in 2020, and is projected to reach $5.1 billion by 2030, growing at a CAGR of 5.1% from 2021 to 2030.

to an April 2022 market study conducted by Allied Market Research, the global male hypogonadism market size was $3.1 billion in 2020,

and is projected to reach $5.1 billion by 2030, growing at a CAGR of 5.1% from 2021 to 2030.

Market for SLIM

Semaglutide market size has grown rapidly in recent years and from $20.54 billion in 2023 to $23.07 billion in 2024 at a compound

annual growth rate (CAGR) of 12.3% according to the “ Semaglutides Market Report 2024 ” by Research and Markets.

The growth during the historic period can be attributed to lifestyle changes leading to higher diabetes prevalence, increased investment

Semaglutide market size has grown rapidly in recent years and from $20.54 billion in 2023 to $23.07 billion in 2024 at a compound annual

growth rate (CAGR) of 12.3% according to the “ Semaglutides Market Report 2024 ” by Research and Markets.

growth during the historic period can be attributed to lifestyle changes leading to higher diabetes prevalence, increased investment

in research and development, rising healthcare expenditure, the expansion of pharmaceutical companies into developing regions, and growing

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is the key active pharmaceutical ingredient found in our Mango SLIM compounded product.

According to Research and Markets, the market for semaglutides

is expected to grow to $36.87 billion in 2028, due in part to the increasing global prevalence of diabetes, rising awareness about diabetes

management and treatment, growing demand for effective therapies with fewer side effects, supportive government initiatives and policies

for diabetes treatment, and an aging population contributing to higher diabetes incidence.

According to Research and Markets, the market

for semaglutides is expected to grow to $36.87 billion in 2028, due in part to the increasing global prevalence of diabetes, rising awareness

about diabetes management and treatment, growing demand for effective therapies with fewer side effects, supportive government initiatives

and policies for diabetes treatment, and an aging population contributing to higher diabetes incidence.

and Competitive Advantages

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large retailers that sell non-prescription products.

Furthermore, we compete with other companies, which have greater resources

and a greater advertising budget, and which are also selling a version or some variation of our Compounded Products and Pharmaceutical

Products, overall.

We compete against these competitors based on our branding, advertising, unique compounding, and product delivery system

(i.e., our Compounded Products have been designed to be taken sublingually, rather than in pill form or injectable format).

We believe that these alternative

delivery methods are one of the Company’s major competitive advantages and what makes our Pharmaceutical Products more attractive

than those sold by some of the larger pharmaceutical manufacturing companies.

we compete with other companies, which have greater resources and a greater advertising budget, and which are also selling a version

or some variation of our Compounded Products and Pharmaceutical Products, overall.

We compete against these competitors based on our

branding, advertising, unique compounding, and product delivery system (i.e., our Compounded Products have been designed to be taken

sublingually, rather than in pill form or injectable format).

We believe that these alternative delivery methods are one of the Company’s

major competitive advantages and what makes our Pharmaceutical Products more attractive than those sold by some of the larger pharmaceutical

manufacturing companies.

currently produce and sell our Compounded Products, and plan to produce and sell future pharmaceutical products, under an exemption provided

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Previous clinical

studies (none of which we have paid for or undertaken ourselves) have suggested that either Sildenafil Tadalafil and L-arginine in combination

for treatment of ED may be more effective than either compound alone (see L.

Gallo et al., The Daily Therapy With L-Arginine 2,500

mg and Tadalafil 5 mg in Combination and in Monotherapy for the Treatment of Erectile Dysfunction:

A Prospective, Randomized Multicentre

Study , 8 Sex Med 178, 184 (June 2020) – finding that in general, combination

therapy with Tadalafil and L-Arginine was superior to monotherapies for the treatment of ED;

studies (none of which we have paid for or undertaken ourselves) have suggested that either Sildenafil Tadalafil and L-arginine in

combination for treatment of ED may be more effective than either compound alone (see L.

Gallo et al., The Daily Therapy

With L-Arginine 2,500 mg and Tadalafil 5 mg in Combination and in Monotherapy for the Treatment of Erectile Dysfunction:

Prospective, Randomized Multicentre Study , 8 Sex Med 178, 184 (June

2020) – finding that in general, combination therapy with Tadalafil and L-Arginine was superior to monotherapies for the

treatment of ED;

Abu El-Hamd & E.

Mohammed Hegazy,

Comparison of the clinical efficacy of daily use of L-arginine, tadalafil and combined L-arginine with tadalafil in the treatment

of elderly patients with erectile dysfunction , 52 Andrologia e13640, 3 (Aug.

(“ Hamd and Hegazy ”) – finding that the combined daily use of L-arginine with Tadalafil therapy for elderly male

patients with ED could significantly increase Sexual Health Inventory for Men (SHIM) scores and levels of total testosterone in comparison

to L-arginine, or Tadalafil alone)—This is because L-arginine may increase nitric oxide, that in turn may increase cyclic guanosine

monophosphate, which has relaxation and vasodilation (dilatation of blood vessels) effects on smooth muscle to assist in the treatment

of ED (see Hamd and Hegazy paper).

Furthermore, Oxytocin is a neurotransmitter linked to increased levels of social interaction, well-being,

and anti-stress effects and clinical studies suggest administration of Oxytocin may stimulate certain aspects of social interaction,

and may cause anti-anxiety and anti-stress effects (see Hamd and Hegazy paper).

Mohammed Hegazy, Comparison of the clinical efficacy of daily use of

L-arginine, tadalafil and combined L-arginine with tadalafil in the treatment of elderly patients with erectile dysfunction , 52 Andrologia

e13640, 3 (Aug.

2020) (“ Hamd and Hegazy ”) – finding that the combined daily use of L-arginine with

Tadalafil therapy for elderly male patients with ED could significantly increase Sexual Health Inventory for Men (SHIM) scores and

levels of total testosterone in comparison to L-arginine, or Tadalafil alone)—This is because L-arginine may increase nitric

oxide, that in turn may increase cyclic guanosine monophosphate, which has relaxation and vasodilation (dilatation of blood vessels)

effects on smooth muscle to assist in the treatment of ED (see Hamd and Hegazy paper).

Furthermore, Oxytocin is a neurotransmitter

linked to increased levels of social interaction, well-being, and anti-stress effects and clinical studies suggest administration of

Oxytocin may stimulate certain aspects of social interaction, and may cause anti-anxiety and anti-stress effects (see Hamd and

Hegazy paper).

we are aware of data in the scientific literature supporting the efficacy of Minoxidil as an oral treatment (as discussed below), as

160 unchanged sentences

example, as of the date of this Report, twenty states—California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky,

Maryland, Montana, Minnesota, Montana, New Hampshire, Nebraska, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia—have

Maryland, Montana, Minnesota, New Hampshire, Nebraska, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia—have

enacted consumer data privacy laws.

53 unchanged sentences

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

What changed 10-K

Item 1. Business