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Item 1A. Risk Factors

2026-04-01 compared with 2025-03-20 · 636 added, 315 removed, 1567 unchanged (38% of the section changed)

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The risk factors described below should be read

together with the other information set forth in this Report, including our consolidated financial statements and the related notes, as well as in

other documents that we file with the SEC.

together with the other information set forth in this Report, including our consolidated financial statements and the related notes,

as well as in other documents that we file with the SEC.

business is subject to numerous risks and uncertainties, including those described below and elsewhere in this Report.

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but are not limited to, the following:

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

have a limited operating history, have produced only a limited amount of products and have generated only limited revenues to date;

ability to execute our growth strategy and scale our operations and risks associated with such growth, and our ability to attract

members and customers;

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

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;

that the FDA may determine that the compounding of our planned products does not fall within the exemption from the FFDCA Act provided

additional funding, the availability and terms of such funding, and dilution caused thereby;

We have a limited

operating history, have produced only a limited amount of products and have generated only limited revenues 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

products which have not been, and will not be, approved by the FDA and have not had the benefit of the FDA’s clinical trial

protocol which seeks to prevent the possibility of serious patient injury and death;

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;

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

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

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

in consumer tastes and preferences;

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

product returns from customers, product liability, recalls and litigation associated with tainted products or products found to cause

health issues;

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

ability to prevent credit card and payment fraud;

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;

risk of unauthorized access to confidential information;

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;

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;

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

outcome of lawsuits, litigation, regulatory matters or claims;

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;

that we may experience similar volatility, which may make it difficult for investors to assess the value of our common stock;

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;

volatile nature of the trading price of our common stock;

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 ability to prevent

credit card and payment fraud;

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;

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;

of 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

The volatile nature of

the trading price of our common stock;

dilution experienced by investors in the offering;

and dilution which may

be caused by future sales of securities.

and dilution which may be caused by future

sales of securities.

Related to our Operating History and Need for Funding

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our operations.

As reflected in the accompanying financials, the Company had a net loss of $8,707,226 for the year ended December 31, 2024 and an accumulated deficit

of $20,806,595 as of December 31, 2024.

Additionally, the Company had a net loss of $9,212,417 for the year ended December 31, 2023, and

an accumulated deficit of $11,228,173 as of December 31, 2023.

As reflected in the accompanying financials, the Company had a net loss of $20,643,455 for the year ended December 31,

2025 and an accumulated deficit of $40,647,480 as of December 31, 2025.

Additionally, the Company had a net loss of $8,707,226 for the

year ended December 31, 2024, and an accumulated deficit of $20,004,486 as of December 31, 2024.

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 market our PRIME and Compounded Products, expand product offerings and enhance

technology and infrastructure and further invest into, develop and market our recently acquired intellectual properties, including our patented

We believe that we will continue to incur substantial operating expenses in the

foreseeable future as we continue to invest to market our PRIME and Compounded Products, expand product offerings and enhance technology

and infrastructure and further invest into, develop and market our recently acquired intellectual properties, including our patented

respiratory illness prevention technology and Dermytol.

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.

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 consolidated financial statements as of December 31, 2025, included herein.

As of the date of this Report, our

current capital resources, combined with the net proceeds from recent offerings are expected to be sufficient for us to fund

As of the date of this Report,

our current capital resources, combined with the net proceeds from recent offerings are not expected to be sufficient for us to fund

operations for the next 12 months.

We will need funding in in the future however to support our operations.

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,

if required, being raised through the offering of debt or equity.

Such additional financing may not be available on favorable terms,

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.

We will need funding in the future however to support our operations.

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, if required,

being raised through the offering of debt or equity.

Such additional financing may not be available on favorable terms, if at all.

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

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.

we have a limited operating history, it is difficult for potential investors to evaluate our business and our business is in a relatively

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could lead to dilution for current shareholders;

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;

current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt

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.

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;

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,

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

marketing efforts;

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

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

reputation and brand strength relative to our competitors;

satisfaction;

size and composition of our customer base;

convenience of the experience that we provide;

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

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

our marketing

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;

our ability to cost-effectively

source and distribute the products we offer and to manage our operation.

competitors also have longer operating histories, and will have larger fulfillment infrastructures, greater technical capabilities, faster

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and seek bankruptcy protection.

additional information about the ongoing material legal proceedings to which we are subject, see Legal Proceedings in Item 3 of this

Annual Report on Form 10-K.

additional information about the ongoing material legal proceedings to which we are subject, see “ Legal Proceedings ” in Part

I, Item 3 of this Annual Report on Form 10-K.

may enter into strategic transactions in the future which may result in a material change in our operations and/or a change of control.

costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability.

The Company has recently initiated a formal review process to evaluate strategic alternatives for the Company.

The Company has previously initiated a formal review process to evaluate strategic alternatives for the Company.

The Board of Directors

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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 49 states and the District of Columbia.

licensed to provide pharmacy services in 49 states and the District of Columbia.

described in greater detail under “ Item 1.

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Epiq Scripts has filed with the URAC to obtain

its pharmacy accreditation and has State Board of Pharmacy (or its equivalent) licenses in the District of Columbia and 49 states:

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.

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 the first quarter of 2025.

result of the above, Epiq Scripts can currently only provide the Services to us in the 49 states described above and the District of

Columbia, and we are unable to sell products to any customers in any states other than those 49 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.

its pharmacy accreditation and has State Board of Pharmacy (or its equivalent) licenses in the District of Columbia and every U.S.

other than Alabama.

It is also in the process of applying for a state license for Alabama and hopes to obtain that by the end of the

first quarter of 2026.

As a result of the above, Epiq Scripts can currently only sell products to customers in the states in which Epiq

Scripts holds licenses.

Master Services Agreement does not address product liability claims which may result in us bringing legal claims or actions against Epiq

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from such products will depend on a number of factors, including:

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

and timing of market introduction of competitive products;

safety and efficacy in the approved setting;

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

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

or perceived advantages or disadvantages over alternative treatments;

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

of sales, marketing and distribution support;

both in absolute terms and relative to alternative treatments;

effectiveness of any future collaborators’ sales and marketing strategies;

effect of current and future healthcare laws;

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

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;

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

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

the willingness of patients

to pay out-of-pocket in the absence of government or third-party coverage;

product labeling, product

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

Pharmaceutical Products and/or future products may fail to achieve market acceptance or generate significant revenue to achieve sustainable

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be, adversely affected from time to time by economic downturns that impact consumer spending, including discretionary spending.

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.

economic conditions such as employment levels, business conditions, tariffs, trade wars, 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.

performance depends significantly on factors that may affect the level and pattern of consumer spending in the markets in which we operate.

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of third parties, could materially adversely affect our business, financial condition and operating results.

There have been no disruptions

in our data and information systems to date.

Related to Legal, Regulatory and Government

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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.

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.

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

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including the states of 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, certain of which are already

effective, and certain of which become effective during 2025 and 2026.

We cannot yet determine the impact such future laws, regulations

and standards may have on our business.

Montana, New Hampshire, Nebraska, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia.

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.

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.

Compounded Products have not been, and will not be, approved by the FDA.

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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

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.

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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

pursuant to which such officer or director may be required to present a business opportunity to such entity, subject to his fiduciary

duties under applicable law.

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Currently Epiq Scripts holds State Board of Pharmacy

(or its equivalent) licenses to operate in the District of Columbia and 49 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, 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.

related party conflicts associated with our engagement of Epiq Scripts, LLC as discussed in greater detail above.

the shareholder approval of the issuance of the Mango & Peaches Common Shares and Mango & Peaches Series A Shares, Jacob D.

our Chairman and Chief Executive Officer will exercise majority voting control over Mango & Peaches, which following the transactions

related to the Contribution Agreement, holds substantially all of our assets and operations, which limits shareholders’ abilities

to influence corporate matters and could delay or prevent a change in corporate control.

(or its equivalent) licenses to operate in the District of Columbia and every U.S.

State other than Alabama.

Its failure to receive regulatory

approval or licenses in Alabama, 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

We also face related party conflicts associated with our engagement of Epiq Scripts, LLC as discussed in greater detail above.

Cohen, our Chairman and Chief Executive Officer exercises majority voting control over Mango & Peaches which holds substantially

all of our assets and operations, which limits shareholders’ abilities to influence corporate matters and could delay or prevent

a change in corporate control.

to the December 13, 2024, Contribution Agreement, the Company contributed substantially all of its assets, including ownership of:

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Jacob Cohen, the Chief Executive Officer of the Company, as additional consideration to Mr.

Cohen, as discussed in greater detail

below under “ Item 11.

Executive Compensation ”—“ Employment and Consulting Agreements ”—

Cohen, Chief Executive Officer ”, pursuant to which the Company 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);

and (b) 100 shares Series A Super Majority Voting Preferred Stock of Mango & Peaches, discussed in greater detail below, which issuances

are subject to shareholder approval, which shareholder approval the Company expects to solicit from shareholders in the near future.

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

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effective December 15, 2024.

Mango & Peaches Series A Shares 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, and for 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 Stock;

(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;

or (e) 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.

Mango & Peaches Series A Designation provides for the Series A Super Majority Voting Preferred Stock of Mango & Peaches 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,

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

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 Stock;

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

of Series A Super Majority Voting Preferred Stock;

Series A Super Majority Voting Preferred Stock;

(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 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 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 $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

4 unchanged sentences

a result, Mr.

Cohen will control the Mango & Peaches shareholder vote.

Cohen controls the Mango & Peaches shareholder vote.

Consequently, he has the ability to influence matters affecting

Mango & Peaches and therefore exercise significant control in determining the outcome of all corporate transactions or other matters

involving Mango & Peaches, including (i) making amendments to Mango & Peaches’ certificate of formation;

(ii) whether to

issue additional shares of common stock and preferred stock of Mango & Peaches, including to himself;

(iii) employment decisions,

including compensation arrangements;

Mango & Peaches and therefore exercises control in determining the outcome of all corporate transactions or other matters involving

Mango & Peaches, including (i) making amendments to Mango & Peaches’ certificate of formation;

(ii) whether to issue additional

shares of common stock and preferred stock of Mango & Peaches, 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 Mr.

Cohen as a director of Mango & Peaches, which will mean he 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.

will significantly influence the vote on all Mango & Peaches shareholder matters, investors may find it difficult to replace our

management if they disagree with the way our business is being operated.

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 Mr.

Cohen as a director of Mango & Peaches, which will mean he 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.

Cohen significantly influences the vote

on all Mango & Peaches 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 may not coincide with our interests

or the interests of other shareholders of the Company or Mango & Peaches.

Cohen may not coincide with our interests or the interests of other shareholders

of the Company or Mango & Peaches.

addition, this concentration of ownership might adversely affect the market price of our common stock by:

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our Chief Executive Officer, Jacob D.

Cohen 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.

Additionally,

the Federal Trade Commission has previously proposed a rule that, if it becomes effective, would ban employers from imposing non-competes

on their workers, which if effective could prohibit the Company from enforcing, or invalidate, the non-competes in our executive’s

and in certain other employee’s, employment agreements.

Finally, various states have recently enacted rules banning non-competes,

including California.

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.

Cohen is prohibited from competing with us while he is employed with us and for 12 months thereafter

(subject to the terms of, and exceptions set forth in, their employment agreements with the Company), Mr.

Cohen will not be prohibited

from competing with us after such 12-month period ends and none of our other executive officers are prohibited from competing against

us immediately after they leave the Company.

Additionally, the Federal Trade Commission has previously proposed a rule that, if it becomes

effective, would ban employers from imposing non-competes on their workers, which if effective could prohibit the Company from enforcing,

or invalidate, the non-competes in our executive’s and in certain other employee’s, employment agreements.

Finally, various

states have recently enacted rules banning non-competes, including California.

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.

Related to Intellectual Property

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it would have a material adverse effect on our ability to sell products and in turn our revenues and operating results.

Related to the Company’s Planned Solana Treasury Strategy

Company intends to purchase or otherwise acquire Solana, the price of which has been, and will likely continue to be, highly volatile.

The Company’s operating results and share price may significantly fluctuate, including due to the highly volatile nature of the

price of such digital assets and erratic market movements.

forward, funding permitting, we plan to purchase up to $100 million to purchase or otherwise acquire Solana and for the establishment

of cryptocurrency treasury operations.

Digital assets generally are highly volatile assets.

In addition, digital assets do not pay interest

or other returns and so the ability to generate a return on investment from the net proceeds of any capital raises will depend on whether

there is appreciation in the value of digital assets following our purchases of digital assets with the net proceeds from such capital

Future fluctuations in digital asset trading prices may result in our converting digital assets into cash with a value substantially

below what we paid for such digital assets.

historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to

our planned Solana treasury strategy.

Accordingly, it may be difficult to evaluate the Company’s business and future prospects,

and the Company may not be able to achieve or maintain profitability in any given period.

historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from

our planned Solana treasury strategy.

The price of digital assets generally has historically been subject to dramatic price fluctuations

and is highly volatile.

The Company’s Solana are initially measured at cost and are subsequently measured at fair value, with changes

in fair value recorded in net income in each reporting period.

As a result, volatility in our earnings may be significantly more than

what we experienced in prior periods.

asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same

extent as cash and cash equivalents.

Historically,

the digital asset market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to

sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation,

compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and

decentralized network.

During times of market instability, we may not be able to sell our digital assets at favorable prices or at all.

As a result, digital asset holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Further, digital assets we plan to hold with custodians and transact with our trade execution partners will not enjoy the same protections

as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance

Corporation or the Securities Investor Protection Corporation.

Additionally, we may be unable to enter into term loans or other capital

raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital asset holdings,

including in particular during times of market instability or when the price of digital assets has declined significantly.

unable to sell our digital assets, enter into additional capital raising transactions, including capital raising transactions using Solana

as collateral, or otherwise generate funds using our planned Solana holdings, or if we are forced to sell our digital assets at a significant

loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats .

we are not initially planning to lend Solana, from time to time, we may generate income through lending of digital assets, which carries

significant risks.

The volatility of such digital assets increases the likelihood that borrowers may default due to market downturns,

liquidity crises, fraud or other financial distress.

These lending transactions may be unsecured, and so may be subordinated to secured

debt of the borrower.

If a borrower becomes insolvent, we may be unable to recover the loaned Solana, leading to substantial financial

Additionally,

digital asset lending platforms are vulnerable to operational and cybersecurity risks.

Technical failures, software bugs or system outages

could disrupt lending activities, delay transactions or result in inaccurate record-keeping.

Cybersecurity threats, including hacking,

phishing and other malicious attacks, pose further risks, potentially leading to the loss, theft or misappropriation of our loaned Solana.

A successful cyberattack or security breach could materially and adversely impact our financial position, reputation and ability to conduct

future lending activities.

Solana treasury strategy exposes us to various risks associated with Solana.

Solana treasury strategy exposes us to various risks associated with Solana, including the following:

is a highly volatile asset .

The trading price of Solana significantly decreased during prior periods, and such declines

may occur again in the future.

Notwithstanding this volatility, we do not currently intend to hedge our future Solana holdings and

have not adopted a hedging strategy with respect to Solana.

However, we may from time to time engage in hedging strategies as part

of our treasury management operations if deemed appropriate.

does not pay interest or dividends .

Solana does not pay interest or other returns and we can only generate cash from our

future Solana holdings if we sell our Solana or implement strategies to create income streams or otherwise generate cash by using

our future Solana holdings.

Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate

cash from our future Solana holdings, and any such strategies may subject us to additional risks.

future Solana holdings may significantly impact our financial results and the market price of our common stock .

Solana holdings may significantly affect our financial results and if we continue to increase our overall future holdings of Solana

in the future, they will have an even greater impact on our financial results and the market price of our common stock.

Solana treasury strategy has not been tested over an extended period of time or under different market conditions .

recently adopted our Solana treasury strategy and will need to continually examine the risks and rewards of this new strategy.

new strategy has not been tested over an extended period of time or under different market conditions.

For example, although we believe

Solana, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price

of Solana declined in recent periods during which the inflation rate increased.

Some investors and other market participants may

disagree with our Solana treasury strategy or actions we undertake to implement it.

If Solana prices were to decrease or our Solana

treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common

stock could be materially adversely affected.

are subject to counterparty risks, including in particular risks relating to our custodians .

Although we have implemented

various measures that are designed to mitigate our counterparty risks, applicable insolvency law is not fully developed with respect

to the holding of digital assets in custodial accounts.

If custodially-held Solana were nevertheless considered to be the property

of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency

proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership

rights with respect to such Solana and this may ultimately result in the loss of the value related to some or all of such future

Solana we hold.

Even if we are able to prevent our Solana from being considered the property of a custodian’s bankruptcy estate

as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing

our Solana held by the affected custodian during the pendency of the insolvency proceedings.

Any such outcome could have a material

adverse effect on our financial condition and the market price of our common stock.

broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use

A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other

events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows

Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial

institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank,

SEC enforcement actions against Coinbase, Inc.

and Binance Holdings Ltd., the placement of Prime Trust, LLC into receivership

following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement

of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc.,

and former partner Gemini Trust Company, have highlighted the counterparty risks applicable to owning and transacting in digital

Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in

the digital assets industry in the future may further negatively impact the adoption rate, price, and use of Solana, limit the availability

to us of financing collateralized by Solana, or create or expose additional counterparty risks.

in our ownership of Solana could have accounting, regulatory and other impacts .

While we plan to own Solana directly, we

may investigate other potential approaches to owning Solana, including indirect ownership (for example, through ownership interests

in a fund that owns Solana).

If we were to own all or a portion of our future Solana in a different manner, the accounting treatment

for our Solana, our ability to use our Solana as collateral for additional borrowings, and the regulatory requirements to which we

are subject, may correspondingly change.

For example, the volatile nature of Solana may force us to liquidate our future holdings

to use it as collateral, which could be negatively effected by any disruptions in the crypto market, and if liquidated, the value

of the collateral would not reflect potential gains in market value of Solana, all of which could negatively affect our business

and implementation of our Solana strategy.

in the accounting treatment of Solana could have significant accounting impacts, including increasing the volatility of our results.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-08, which requires

us to measure in-scope crypto assets (including future Solana holdings) at fair value in our statement of financial position, and

recognize gains and losses from changes in the fair value of future Solana in net income each reporting period.

ASU 2023-08 also

requires us to provide certain interim and annual disclosures with respect to any Solana holdings.

Due in particular to the volatility

in the price of Solana, in the event that we hold material amounts of Solana in the future, we expect ASU 2023-08 to have a material

impact on our financial results in future periods, increase the volatility of our financial results, and affect the carrying value

of future Solana we may hold on our balance sheet, and could have adverse tax consequences, which in turn could have a material adverse

effect on our financial results and the market price of our common stock.

broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and

use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets

are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

federal regulations, there is a possibility that SOL may be classified as a “ security .” Any classification of SOL

as a “ security ” would subject us to additional regulation and could materially impact the operation of our business.

the SEC nor any other U.S.

federal or state regulator has publicly stated whether they agree that SOL is a “ security.

Despite the Executive Order titled “ Strengthening American Leadership in Digital Financial Technology ” which includes

as an objective, “protecting and promoting the ability of individual citizens and private sector entities alike to access and …

to maintain self-custody of digital assets,” SOL has not yet been classified with respect to U.S.

federal securities laws.

while (for the reasons discussed below) we believe that SOL is not a “ security ” within the meaning of the U.S.

securities laws, and registration of the Company under The Investment Company Act of 1940, as amended (the “ Investment Company

Act ”), is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court

may determine otherwise.

Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based

on such a finding that SOL is a “ security ” which would require us to register as an investment company under the Investment

also plan to adapt our process for analyzing the U.S.

federal securities law status of SOL and other cryptocurrencies over time, as guidance

and case law have evolved.

As part of such U.S.

federal securities law analytical process, we plan to take into account a number of factors,

including the various definitions of “ security ” under U.S.

federal securities laws and federal court decisions interpreting

the elements of these definitions, such as the U.S.

Supreme Court’s decisions in the Howey and Reves cases, as well

as court rulings, reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff providing guidance

on when a digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S.

federal securities

Our position that SOL is not a “ security ” is premised, among other reasons, on our conclusion SOL does not meet

the elements of the Howey test.

Among the reasons for our conclusion that SOL is not a security is that holders of SOL do not

have a reasonable expectation of profits from efforts in respect of their holding of SOL.

Also, SOL ownership does not convey the right

to receive any interest, rewards, or other returns.

acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view.

The regulatory treatment

of SOL is such that it has drawn significant attention from legislative and regulatory bodies.

Application of securities laws to the

specific facts and circumstances of digital assets is complex and subject to change.

Our conclusion, even if reasonable under the circumstances,

would not preclude legal or regulatory action based on a finding that SOL, or any other digital asset we might hold is a “ security.

As such, we are at risk of enforcement proceedings against us, which could result in potential injunctions, cease-and-desist orders,

fines, and penalties if SOL was determined to be a security by a regulatory body or a court.

Such developments could subject us to fines,

penalties, and other damages, and adversely affect our business, results of operations, financial condition and prospects.

we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical

for us to continue our business as currently conducted.

Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “ investment company ”

if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting,

or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading

in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets

(exclusive of U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and

cash items) on an unconsolidated basis.

Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section

3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an “ investment company ” for purposes

of the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S.

government securities, shares of registered

money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income

after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S.

government securities, shares of

registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies,

securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled

primarily by such entity.

We do not believe that we are an “ investment company ” as such term is defined in either

Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act.

we have begun focusing on pursuing opportunities to expand our portfolio into digital assets and such efforts may result in the value

of our future SOL holdings being in excess of 40% of our total assets.

Since we believe SOL is not an investment security, we do not

hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading

in securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act.

respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company

under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C).

that we are not, and will not be, an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated

basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s

total assets (exclusive of U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company

Act, and cash items) consists of, and will consist of, and no more than 45% of the Company’s net income after taxes (for the last

four fiscal quarters combined) is derived from, or will be derived from, securities other than U.S.

government securities, shares of

registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies,

securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled

primarily by the Company.

and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive

questions under the Investment Company Act.

There is a risk that assets or arrangements that we have concluded are not securities could

be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage

of securities held by us for Investment Company Act purposes.

The SEC has requested information from a number of participants in the

digital assets ecosystem, regarding the potential application of the Investment Company Act to their businesses.

For example, in an action

unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending

LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also

held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made by BlockFi

to institutional borrowers.

we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace

period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in

any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading

in securities, with such intent evidenced by the Company’s business activities and an appropriate resolution of its board of directors.

The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns

securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis

or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such

issuer’s total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Accordingly, the grace

period may not be available at the time that we seek to rely on Rule 3a-2;

however, Rule 3a-2 is a safe harbor and we may rely on any

exemption or exclusion from investment company status available to us under the Investment Company Act at any given time.

reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability

to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations.

to be deemed an investment company in the future, restrictions imposed by the Investment Company Act — including limitations on

our ability to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management,

operations, and transactions with affiliated persons — likely would make it impractical for us to continue our business as contemplated,

and could have a material adverse effect on our business, results of operations, financial condition, and prospects.

Related to Our Governing Documents and Texas Law

68 unchanged sentences

Series B Preferred Stock includes a liquidation preference of $1,100 per share, which may be increased from time to time pursuant to

the terms of such Series B Preferred Stock (currently totaling an aggregate of $2,809,400 for all 2,554 outstanding shares of Series

B Preferred Stock) which is payable upon liquidation, before any distribution to our common stock shareholders.

Our Series C Preferred

Stock includes a liquidation preference of $20 per share, which may be increased from time to time pursuant to the terms of such Series

C Preferred Stock (currently totaling an aggregate of $19,600,000 for all outstanding shares of Series C Preferred Stock) which is payable

upon liquidation, before any distribution to our common stock shareholders, but after distributions to our Series B Preferred Stock holders.

As a result, if we were to dissolve, liquidate or sell our assets, the holders of our Series B Preferred Stock would have the right to

receive up to the first approximately $2,809,400 in proceeds from any such transaction and holders of our Series C Preferred Stock would

have the right to receive up to approximately $19.6 million of the remaining proceeds from any such transaction.

The payment of the liquidation

preferences could result in common stock shareholders not receiving any consideration if we were to liquidate, dissolve or wind up, either

voluntarily or involuntarily.

Additionally, the existence of the liquidation preferences may reduce the value of our common stock, make

it harder for us to sell shares of common stock in offerings in the future, or prevent or delay a change of control.

Because our Board

of Directors is entitled to designate the powers and preferences of the preferred stock without a vote of our shareholders, subject to

Nasdaq rules and regulations, our shareholders will have no control over what designations and preferences our future preferred stock,

if any, will have.

the terms of such Series B Preferred Stock (currently totaling an aggregate of $55,000 for all 50 outstanding shares of Series B Preferred

Stock) which is payable upon liquidation, before any distribution to our common stock shareholders.

Our Series C Preferred Stock includes

a liquidation preference of $20 per share, which may be increased from time to time pursuant to the terms of such Series C Preferred

Stock (currently totaling an aggregate of $19,600,000 for all outstanding shares of Series C Preferred Stock) which is payable upon liquidation,

before any distribution to our common stock shareholders, but after distributions to our Series B Preferred Stock holders.

if we were to dissolve, liquidate or sell our assets, the holders of our Series B Preferred Stock would have the right to receive up

to the first approximately $55,000in proceeds from any such transaction and holders of our Series C Preferred Stock would have the right

to receive up to approximately $19.6 million of the remaining proceeds from any such transaction.

The payment of the liquidation preferences

could result in common stock shareholders not receiving any consideration if we were to liquidate, dissolve or wind up, either voluntarily

or involuntarily.

Additionally, the existence of the liquidation preferences may reduce the value of our common stock, make it harder

for us to sell shares of common stock in offerings in the future, or prevent or delay a change of control.

Because our Board of Directors

is entitled to designate the powers and preferences of the preferred stock without a vote of our shareholders, subject to Nasdaq rules

and regulations, our shareholders will have no control over what designations and preferences our future preferred stock, if any, will

issuance of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon exercise of the Warrants

39 unchanged sentences

shares into the public market could potentially have a negative effect on the trading price of our common stock.

outstanding Series B Preferred Stock previously accrued, and our Series C Preferred Stock accrues a dividend.

and after the issuance date of the Series B Preferred Stock, of which 2,554 shares are currently outstanding, each share of Series B

Preferred Stock was entitled to receive, when, as and if authorized and declared by the Board of Directors of the Company, out of any

funds legally available therefor, cumulative dividends in an amount equal to (i) the 10% per annum on the stated value (initially $1,100

per share or $110 per year) as of the record date for such dividend (as described in the Series B Designation), and (ii) on an as-converted

basis, any dividend or other distribution, whether paid in cash, in-kind or in other property, authorized and declared by the Board of

Directors on the issued and outstanding shares of common stock in an amount determined by assuming that the number of shares of common

stock into which such shares of Series B Preferred Stock could be converted on the applicable record date for such dividend or distribution.

Effective on March 20, 2025 , with the filing of an amendment to the Series B Designation,

the rights to dividends on the Series B Preferred Stock, unless declared on the common stock, in which case the Series B Preferred Stock

will participate on an as-converted basis, were terminated.

outstanding Series C Preferred Stock accrues a dividend.

and after the issuance date of the Series C Preferred Stock, each share of Series C Preferred Stock is entitled to receive, when, as

16 unchanged sentences

Additionally,

the issuance of shares of common stock or an increase in the Stated Value of our Series C Preferred Stock

in lieu of cash dividends (and the subsequent conversion of such Series C Preferred Stock into common stock

pursuant to the terms of such Series C Preferred Stock) could cause substantial dilution to the then holders

of our common stock.

the issuance of shares of common stock or an increase in the Stated Value of our Series C Preferred Stock in lieu of cash dividends (and

the subsequent conversion of such Series C Preferred Stock into common stock pursuant to the terms of such Series C Preferred Stock)

could cause substantial dilution to the then holders of our common stock.

Related to Our Common Stock

52 unchanged sentences

attention from other business concerns, which could seriously harm our business.

is no guarantee that our common stock will continue to trade on the Nasdaq Capital Market.

are not currently in compliance with Nasdaq’s continued listing requirements and there is no guarantee that our common stock will

continue to trade on the Nasdaq Capital Market.

common stock is currently listed on Nasdaq under the symbol “ MGRX ”.

6 unchanged sentences

over $1.00 per share.

October 30, 2023, the Company received written notice (the “ Notification Letter ”) from the Listing Qualifications

February 4, 2026, the Company received written notice (the “ Notification Letter ”) from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that it is not in compliance with the minimum

3 unchanged sentences

that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business

The Notification Letter did not impact the Company’s listing of its common stock on the Nasdaq Capital Market at that time.

The Notification Letter stated that the Company had 180 calendar days or until April 29, 2024, to regain compliance with Nasdaq Listing

Rule 5550(a)(2), provided that such date was subsequently extended to October 28, 2024, upon request to Nasdaq, and in accordance with

Nasdaq’s rules.

days (the “ Minimum Bid Price Requirement ”).

The Notification Letter did not impact the Company’s listing of

its common stock on the Nasdaq Capital Market at that time.

The Notification Letter stated that the Company had 180 calendar days or

until August 3, 2026.

To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least

$1.00 per share for a minimum of 10 consecutive business days.

On October 30, 2024, we were provided notice from Nasdaq that, as a result

of the Reverse Stock Split, we had gained compliance with the minimum bid price requirement of Nasdaq.

stockholders’ equity has in the past not been above Nasdaq’s $2.5 million minimum, we may not generate over $500,000 of yearly

net income moving forward, we may not maintain $35 million in market value of listed securities, we may not be able to maintain independent

directors (to the extent required), and as discussed above, we have in the past not maintained a stock price over $1.00 per share.

determination that we fail to meet the continued listing standards of Nasdaq may result in our securities being delisted from Nasdaq.

Listing Rule 5810(c)(3)(A)(iv) provides that if a listed company’s security fails to meet the Minimum Bid Price Requirement and

(a) the Company has effected a reverse stock split over the prior one-year period;

or (b) has effected one or more reverse stock splits

over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company is not eligible for a compliance

period to address the Minimum Bid Price Requirement and will be automatically suspended from Nasdaq, subject to rights to appeal the

delisting to a hearings panel.

This restriction applies even if the listed company was in compliance with the Minimum Bid Price Requirement

at the time of its prior reverse stock split.

As a result of the above, if a listed company effects a reverse stock split but its security

subsequently falls out of compliance with the Minimum Bid Price Requirement within a one-year period or has affected reverse stock splits

with a cumulative ratio of 1-to-250 or more over the prior two year period, it will be issued a delisting determination rather than being

granted a compliance period.

discussed above under “ Reverse Stock Split ”, effective on October 8, 2024 at 12:01 a.m.

Eastern Time, we affected a 1-for

15 reverse stock split of our then outstanding common stock (the “ October 2024 Reverse Stock Split ”), to cure our

non-compliance with the Minimum Bid Price Requirement.

As a result, if we fail to meet the Minimum Bid Price Requirement more than one

year, but before two years after the effective date of the October 2024 Reverse Stock Split (i.e., before October 8, 2026), and the cumulative

ratio of the October 2024 Reverse Stock Split and any future reverse stock split is greater than 1-to-250, Nasdaq will issue a delisting

notification and our common stock will be automatically suspended from trading on Nasdaq, subject to our right to appeal the delisting

determination to a hearings panel, provided that our common stock will trade in the over-the-counter (OTC) market while the appeal is

prior to October 8, 2026, we will be limited to a reverse stock split ratio of no more than 1-for-16 2/3 rds (which together

with the October 2024 Reverse Stock Split ratio of 1-for-15, would not exceed 1-for-250, which may limit our ability to remedy our failure

to regain compliance with the Minimum Bid Price Requirement as discussed above.

Nasdaq Listing Rule 5810(c)(3)(A) provides that if a listed company takes a corporate action, such as a reverse stock split, to regain

compliance with the Minimum Bid Price Requirement, and that action results in the listed company falling below the threshold for another

Nasdaq listing requirement (e.g., the Nasdaq Capital Market continued listing requirement that a listed company have at least 500,000

publicly held shares), the listed company will not be granted a compliance period for the new deficiency.

In that case, the listed company

must cure both deficiencies within the compliance period(s) applicable to the Minimum Bid Price Requirement deficiency.

pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if our common stock has a closing bid price of $0.10 or less for 10 consecutive business

days during any compliance period imposed as a result of noncompliance with the Minimum Bid Price Requirement, Nasdaq will issue a delisting

determination;

however, unlike the process as discussed above for the determination of excessive reverse stock splits, suspension of

trading of our common stock will generally be stayed while any appeal is pending.

discussed above, we are not currently in compliance with the Minimum Bid Price Requirement and our stockholders’ equity has in

the past not been above Nasdaq’s $2.5 million minimum, we may not generate over $500,000 of yearly net income moving forward, we

may not maintain $35 million in market value of listed securities, we may not be able to maintain independent directors (to the extent

required), and as discussed above, we have in the past not maintained a stock price over $1.00 per share.

Nasdaq’s determination

that we fail to meet the continued listing standards of Nasdaq or our failure to comply with the Minimum Bid Price Requirement in the

future may result in our securities being delisted from Nasdaq.

absence of such a listing on Nasdaq may adversely affect the acceptance of our common stock as currency or the value accorded by other

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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 Pink Open Market, where an investor may find it more difficult

to sell our securities or obtain accurate quotations as to the market value of our securities.

on an over-the-counter quotation system, such as the OTCQB Market or the OTCID Market, where an investor may find it more difficult to

sell our securities or obtain accurate quotations as to the market value of our securities.

In the event our common stock is delisted

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Anti-dilutive

rights of the warrants may cause the exercise price of the warrants to decrease significantly, may result to significant dilution to

rights of the warrants may cause the exercise price of the warrants to decrease significantly, may result in significant dilution to

existing stockholders, and may prevent us from completing otherwise accretive transactions.

sale of shares of common stock under an Equity Purchase Agreement may cause significant dilution to existing shareholders.

issuance of shares of common stock pursuant to the terms of an April 5, 2024, Equity Purchase Agreement (the

“ ELOC ”), discussed in greater below under “ Item 7.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding Arrangements ”, will have

a dilutive effect on the Company’s existing stockholders, including, over time, the voting power of the existing stockholders.

The issuance of shares of common stock pursuant to the terms of the ELOC (pursuant to which we are able to sell up to $25 million

shares of common stock, subject to certain requirements, of which $1,185,019 of gross proceeds or 305,000 total shares of common

stock have been sold to date) will also dilute the ownership interests of our existing stockholders.

The availability of these

shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common

We cannot predict the size of future issuances of our common stock pursuant to the terms of the ELOC, or the effect, if any,

that future issuances and sales of shares of our common stock may have on the market price of our common stock.

distributions of substantial amounts of our common stock pursuant to the terms of the ELOC, or the perception that such sales could

occur, may cause the market price of our common stock to decline.

issuance of shares of common stock pursuant to the terms of an April 5, 2024, Equity Purchase Agreement (the “ ELOC ”),

discussed in greater below under “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources—Funding Arrangements ”, will have a dilutive effect on the Company’s existing stockholders,

including, over time, the voting power of the existing stockholders.

The issuance of shares of common stock pursuant to the terms of

the ELOC (pursuant to which we are able to sell up to $25 million shares of common stock, subject to certain requirements, of which $1,787,580

of gross proceeds or 666,667 total shares of common stock have been sold to date) will also dilute the ownership interests of our existing

stockholders.

The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect

the trading price of our common stock.

We cannot predict the size of future issuances of our common stock pursuant to the terms of the

ELOC, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common

Sales or distributions of substantial amounts of our common stock pursuant to the terms of the ELOC, or the perception that such

sales could occur, may cause the market price of our common stock to decline.

addition, the common stock issuable pursuant to the terms of the ELOC may represent overhang that may also adversely affect the market

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of the date of this Report, we had a total of 2,928,401 warrants outstanding with a weighted average exercise price of $1.98 per share

and term ranging from August 16, 2027 through February 13, 2030.

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.

and term ranging from August 16, 2027 through May 26, 2030.

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

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of our common stock cannot absorb shares sold by the warrant holders, then the value of our common stock will likely decrease.

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.

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

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.

It is also currently

unknown how the supply chain will react to tariffs threated and actually imposed by President Trump, and counties reactions thereto.

Supply chain constraints and inflationary pressures have in the past, and 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.

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.

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

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availability and timing of government stimulus programs, levels of unemployment, changes in inflation and key rates, 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, and has continued through the date of this Report.

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.

war between Ukraine and Russia which began in February 2022, and has continued through the date of this Report.

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.

business may be materially and adversely disrupted by epidemics or pandemics in the future.

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in access to our platform as a result of system failures.

face risks in connection with the governmental shutdowns.

Company’s operations, clinical trials, and commercialization efforts are subject to extensive regulation by U.S.

federal and state

agencies, including the FDA.

Any interruption in government operations as a result of the current government shutdown, or otherwise,

could adversely affect the Company in a number of ways.

For example, a government shutdown could delay or suspend the review, approval,

or inspection of our pharmaceutical and compounded products, including our ongoing or planned clinical trials for our patented respiratory

illness prevention technology.

Delays in FDA review or inspection could also prevent the timely commercialization of our Pharmaceutical

Products or our compounded products, and could materially impact anticipated revenues.

Additionally,

a government shutdown may delay or interrupt the issuance of regulatory guidance, approvals for advertising claims, or inspections of

manufacturing facilities, which could result in delayed product launches, halted production, or increased compliance costs.

Company is also subject to other risks associated with government actions, including changes in healthcare, telemedicine, and pharmaceutical

Such changes could affect our ability to market, sell, or distribute our products online or across state lines.

any interruption in federal funding or administrative operations may impact public health initiatives, clinical trial oversight, and

the availability of key resources or approvals necessary for the Company to continue operations in a timely manner.

Consequently, a government

shutdown or prolonged regulatory delays could materially and adversely affect our business, financial condition, results of operations,

and prospects.

the Company may, from time to time, seek to raise additional capital through public offerings of its securities or file registration

statements with the SEC in connection with such offerings.

Any closure of the SEC, whether due to a government shutdown, operational

disruption, or other events, could delay the review and effectiveness of such registration statements.

As a result, the Company may be

unable to offer or sell securities in the public markets when needed, which could limit our ability to raise capital to fund operations,

clinical trials, commercialization efforts, or other strategic initiatives.

Delays in SEC review or effectiveness of registration statements

could also increase costs, create uncertainty in our financing plans, and negatively affect investor confidence, potentially adversely

impacting the Company’s financial condition, liquidity, and ability to execute its business strategy.

uncertainty may affect consumer purchases of discretionary items, which may affect demand for our products.

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We may take advantage of these reporting exemptions until

we are no longer an “ emerging growth company.

” We will remain an “ emerging growth company ” until

we are no longer an “ emerging growth company .” We will remain an “ emerging growth company ” until

the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more;

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the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are

no longer an “ emerging growth company ” or a “ smaller reporting company.

” Our management and other

no longer an “ emerging growth company ” or a “ smaller reporting company .” Our management and other

personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with

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

What changed 10-K

Item 1A. Risk Factors