What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-01 compared with 2025-03-20 · 473 added, 574 removed, 220 unchanged (83% of the section changed)

13 unchanged sentences

the forward-looking statements included below.

following discussion is based upon our consolidated financial statements included elsewhere in this Report, which have been prepared in accordance

following discussion is based upon our consolidated financial statements included elsewhere in this Report, which have been prepared

in accordance with U.S.

generally accepted accounting principles.

The preparation of these financial statements requires us to make estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

The preparation of these financial statements requires us to make estimates

and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

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

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

condition, and cash flows.

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

financial condition, and cash flows.

MD&A is organized as follows:

12 unchanged sentences

of Operations

had working capital deficit of $1.3 million as of December 31, 2024.

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

current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their

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

We may also require additional funding

in the future to expand or complete acquisitions.

had working capital of $0.6 million as of December 31, 2025, and a working capital deficit of $1.3 million as of December 31, 2024.

our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for

additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company

for the next 12 months.

We may also require additional funding in the future to expand or complete acquisitions.

plan for the next 12 months is to continue using the same marketing and management strategies and continue providing a quality product

30 unchanged sentences

of action, or it is determined that other disclosure is necessary or appropriate.

of Operations

had revenues of $615,873 for the year ended December 31, 2024, compared to revenues of $731,493 for the year ended December 31, 2023,

which decrease was mainly due to issued involving the transition and migration from our original telemedicine and software platform to

our new telehealth platform.

of revenues was $93,296 and $154,900 for the years ended December 31, 2024 and 2023, respectively, which decrease was due to and in correlation

with our decreased revenues for the same period.

of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy for pharmacy services, totaled

$142,613 and $145,092 for the years ended December 31, 2024 and 2023, which slight decrease in the current period was due to our decreased

revenues for the same period.

During 2024, we further developed our website capabilities and prepared

for our re-launch of our website.

Travel expenses of $199,822 and $301 170, for the years ended December 31, 2024 and 2023, respectively,

related to cost associated with meeting with vendors, travel for promotional events and other travel related expenses.

We had a loss on

sale of assets of $18,387 for the year ended December 31, 2024, compared to $0 for the year ended December 31, 2023.

On May 15, 2024,

the Company disposed of $119,819 of equipment to Epiq Scripts, a related party, in an arm’s length transaction.

The equipment was

sold for $65,000, realizing a loss on sale of assets of $18,387.

and marketing expenses in the amount of $1,478,663 and $2,097,505, for the years ended December 31, 2024 and 2023, respectively, related

to digital marketing and advertising expenses, various branding initiatives and promotional events.

The decrease was related to a reduction

in advertising and marketing, while we develop our internal software front and backend development of our website re-launch.;

Salaries and benefits were $1,063,781 and $977,890 for the years ended

December 31, 2024 and 2023, respectively, which increase was due to the engagement of new employees as we ramped up our internal operations

in the current period.

Investor relations expenses were $453,749 and $1,100,465, for the years

ended December 31, 2024 and 2023, respectively, related to awareness of our stock to the public market.

The decrease was due to lowering

costs after our initial IPO in 2023.

compensation totaled $2,355,193 and $2,155,114 (including a total of $2,106,265 and $1,530,659 attributed to stock issued for services

and $248,682 and $624,463 attributed to stock-based compensation from issuances of options and warrants) for the years ended December

31, 2024 and 2023, respectively, which increase was due to us having issued less stock for compensation during the 2023 period.

We had $13,700 and $0 of interest expense for the year ended December 31,

2024 and 2023 respectively, compared to interest income of $0 and $6,473 for the year ended December 31, 2024 and 2023, respectively,

which increase in interest expense was due to interest accrued on certain notes payable during the 2024 period and an increase

in imputed interest income was related to cancelation of imputed interest from repayment of related party notes payable during 2023.

We had $721,533 and $0 of amortization expense for the year ended December

31, 2024 and 2023, respectively, in connection with the amortization of our patents.

We had a net loss of $8,707,226 for the year ended December 31, 2024, compared

to a net loss of $9,212,417 for the year ended December 31, 2023, a decrease in net loss of $505,191 from the prior period due to less

overall expenses required to operate the business during the 2024 period.

of the Year ended December 31, 2025 and 2024

We had revenues of $456,021 for the year ended December 31, 2025, compared

to revenues of $615,873 for the year ended December 31, 2024, which decrease was mainly due to issues involving the transition and migration

from our original telemedicine and software platform to our new telehealth platform.

of revenues was $54,422 and $93,296 for the year ended December 31, 2025 and 2024, respectively, which decrease was due to fluctuations

in service usage and delivery costs during the current period.

of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy

services, totaled $151,213 and $142,613 for the year ended December 31, 2025 and 2024, respectively, which increase in the current

year was due to increases in cost of goods from our related party pharmacy.

the year ended December 31, 2025, travel expenses were not separately disclosed for the twelve-month periods but are generally

associated with costs related to vendor meetings, promotional events, and other travel-related activities.

and administrative expenses were $3,756,373 and $3,000,571 for the year ended December 31, 2025 and 2024, respectively, which

increase was mainly due to consulting and accounting offset by reductions in software, legal and travel.

and benefits were $1,348,051 and $1,063,781 for the year ended December 31, 2025 and 2024, respectively, which increase was

due to the engagement of new management and staff employees.

and marketing expenses in the amount of $822,860 and $1,478,663 for the year ended December 31, 2025 and 2024, respectively.

The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch.

relations expenses were $1,561,206 and $453,749 for the year ended December 31, 2025 and 2024, respectively, which increase

was related to expanded efforts to raise public awareness of our stock during the current period.

compensation totaled $10,794,245 and $2,355,193 (inclusive of stock issued for services and issuances of options and warrants) for the

year ended December 31, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives and higher

stock prices in the current period.

had $103,513 and $13,700 of interest expense for the year ended December 31, 2025 and 2024, respectively, which increase was

due to accrued interest on notes payable.

had $1,723,191 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for

the year ended December 31, 2025, compared to $721,533 for the year ended December 31, 2024.

had a $125,625 loss from settlement in the year ended December 31, 2025, compared to $0 for the year ended

December 31, 2024, which loss from settlement was due to legal settlements reached (as further described under “ Part I

Financial Statements ” in the Notes to Consolidated Financial Statements in “ Note 11

– Commitments and Contingences ”, under the heading Legal Matters).

had a net loss of $20,643,455 for the year ended December 31, 2025, compared to a net loss of $8,707,226 for the year ended December

31, 2024, an increase in net loss of $11,823,899 due to a decrease in revenue and increase in our general and administrative

expenses as discussed above.

Additionally, we had significant increases in stock-based compensation and investor

and Capital Resources

As of December 31, 2024, we had $58,653 of cash on-hand, compared to $739,006

of cash on-hand of December 31, 2023.

We also had $16,942 of security deposit, representing the security deposit on our leased office

space and $59,493 of right of use asset in connection with our office space lease.

$2,806 of property and equipment, net, consisting of

computers, office and custom product packaging equipment.

and $15,232,617 of patents, net of amortization, which we acquired pursuant

to the Patent Purchase Agreements described in greater detail above under “Item 1.

Business— Material Agreements—Patent Purchase Agreements .”

Cash decreased mainly due to funds used for general operating expenses.

As of December 31, 2024, the Company had total current liabilities of $1,425,463,

consisting of $837,501 of accounts payable and accrued liabilities, $64,962 of right-of-use liability, operating lease, notes payable

of $150,000 (discussed below), and $373,000 of other liabilities related to amounts owed to Intramont in connection with the purchase

of intellectual property.

of December 31, 2024, we had $16,092,044 in total assets, $1,425,463 in total liabilities, working capital deficit of $1.3 million and

a total accumulated deficit of $20,806,595.

We have mainly relied on related party loans, as well as funds raised through

the sale of securities, mainly through the private placement offerings, our IPO and our Follow On Offering, each discussed below, and

revenues generated from sales of our Pharmaceutical Products, to support our operations since inception.

We have primarily used our available

cash to pay operating expenses.

We do not have any material commitments for capital expenditures.

We have experienced recurring net losses since inception.

We believe that

we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to market and sell our Pharmaceutical

Products and to attract customers, expand the product offerings and enhance technology and infrastructure.

These efforts may prove more

expensive than we anticipate, and we may not succeed in generating commercial revenues or net income to offset these expenses.

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, 2024.

As of December

31, 2024, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to

fund operations for the next 12 months.

We need to raise funding in addition to the funding raised in our IPO and Follow On Offering,

to support our operations in the future.

We may also seek to acquire additional businesses or assets in the future, which may require

us to raise funding.

We currently anticipate such funding being raised through the offering of debt or equity.

Such additional financing,

if required, may not be available on favorable terms, if at all.

If debt financing is available and obtained, our interest expense may

increase and we may be subject to the risk of default, depending on the terms of such financing.

If equity financing is available and

obtained it may result in our shareholders experiencing significant dilution.

If such financing is unavailable, we may be forced to curtail

our business plan, which may cause the value of our securities to decline in value.

We currently have availability of approximately $23.8

million under the ELOC, which funding we may request from the Purchaser from time to time, subject to the terms thereof, and which funding,

if requested may cause dilution to existing shareholders.

Additionally, we may receive funding upon the exercise of outstanding warrants

from time to time, which exercises may cause dilution to existing shareholders.

To support our existing operations or any future expansion of business,

including the ability to execute our growth strategy, we must have sufficient capital to continue to make investments and fund operations.

We have plans to pursue an aggressive growth strategy for the expansion of operations through marketing to attract new customers for our

Pharmaceutical Products.

Cash provided by (used in):

of December 31, 2025, we had $1,486,338 of cash on-hand, compared to $58,653 of cash on-hand of December 31, 2024.

$7,021 of prepaid expenses, representing payroll taxes, and $33,899 of deposits, representing an amount for the deposit on our

leases, as well as $1,794 of property and equipment, net, consisting of computers, $307,861 of right of use-asset in connection with

our lease, and $14,232,484 of patents and license agreements, net of amortization and impairment, which license agreement we

acquired pursuant to certain Patent Purchase and Master License Agreement, after accounting for an impairment on the license agreement for of $1,239,942.

increased mainly due to financing activities, whereby we were able to sell stock for cash and through notes payable to third parties

and related parties.

of December 31, 2025, the Company had total current liabilities of $890,568, consisting of $416,682 of accounts payable and accrued liabilities,

$9,421 of payroll tax liabilities, relating to payroll taxes that are due after December 31, 2025, $307,861 of right-of-use liability,

operating lease, and $156,642 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual

of December 31, 2025, we had $16,089,573 in total assets, $890,568 in total liabilities, working capital of $0.7 million and a total

accumulated deficit of $39.4 million.

have mainly relied on related party loans, funds raised through the sale of securities, mainly through the private placement offerings,

our initial public and our subsequent follow on offering, discussed below, and revenues generated from sales of our Pharmaceutical Products,

to support our operations since inception.

We have primarily used our available cash to pay operating expenses.

We do not have any material

commitments for capital expenditures.

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 and sell our Pharmaceutical Products and to attract customers, expand the product

offerings and enhance technology and infrastructure.

These efforts may prove more expensive than we anticipate, and we may not succeed

in generating commercial revenues or net income to offset these expenses.

Accordingly, we may not be able to achieve profitability, and

we may incur significant losses for the foreseeable future.

Our independent registered public accounting firm included an explanatory

paragraph in its report on our consolidated financial statements as of December 31, 2025.

As of December 31, 2025, our current

capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to fund operations for

the next 12 months.

We need to raise funding to support our operations in the future.

We may also seek to acquire additional businesses

or assets in the future, which may require us to raise funding.

We currently anticipate such funding being raised through the offering

of debt or equity.

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

If debt financing is available

and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing.

If equity financing is available and obtained it may result in our shareholders experiencing significant dilution.

If such financing

is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value.

Additionally,

we may receive funding upon the exercise of outstanding warrants from time to time, which exercises may cause dilution to existing shareholders.

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

sufficient capital to continue to make investments and fund operations.

We have plans to pursue an aggressive growth strategy for the

expansion of operations through marketing to attract new customers for our Pharmaceutical Products.

December 31, 2025

December 31, 2024

Cash (used in)provided by:

Operating activities

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Financing activities

Net increase (decrease) in cash

Net cash used in operating activities was $4,863,776 for the year ended

December 31, 2024, which was mainly due to $8,707,226 of net loss, offset by $2,106,265 of common stock issued for services, $248,682

of options vested for stock-based compensation and $721,533 for amortization of intangible assets.

cash used in operating activities was $6,997,375 for the year ended December 31, 2023, which was mainly due to $9,212,417 of net loss,

offset by $1,530,651 of common stock issued for services, and $624,563 of options vested for stock-based compensation.

cash provided by investing activities was $65,000 for the year ended December 31, 2024, compared to $3,519 used in investing activities

for the year ended December 31, 2023, which were for the sale of equipment and the purchase of equipment, respectively.

cash provided by financing activities was $4,128,268 for the year ended December 31, 2024, which was mainly due to $2,650,000 of funds

raised from the sale of preferred stock for cash, $1,328,268 from the sale of common stock for cash and $150,000 in notes payable.

cash provided by financing activities was $7,057,040 for the year ended December 31, 2023, which was mainly due to $6,200,000 of funds

raised in the IPO and Follow On Funding and $1,024,500 in proceeds from the exercise of warrants, offset by repayments of notes payable

of $78,260 and repayments of related party notes payable of $89,200.

Net increase (decrease) in cash equivalents

cash used in operating activities was $5,850,255 for the year ended December 31, 2025, which was mainly due to $20,643,455

of net loss, offset by $10,716,692 of common stock issued for services, $1,168,280 of options vested for stock-based compensation,

$600,552 of amortization of licensing agreement, $1,122,639 of amortization of intangible assets and impairment of license agreement of $1,239,942.

cash used in operating activities was $4,863,776 for the year ended December 31, 2024, which was mainly due to $8,707,226 of

net loss, offset by $2,106,265 of common stock issued for services, and $696,736 of accounts payable and accrued liabilities related

was no net cash used in investing activities for the year ended December 31, 2025.

For the year ended December 31,

2024, net cash provided by investing activities of $65,000 was solely due to the sale of assets.

Net cash provided by financing activities was $7,270,855 for the year ended

December 31, 2025, which was mainly due to $4,625,355 of proceeds from sales of common stock, $927,000 of proceeds from exercise of warrants,

$1,150,000 of proceeds from collection of subscriptions receivable, $100,000 from the sale of Series B Convertible preferred stock for

cash, $175,000 borrowed from our Chief Executive Officer and Chairman, Jacob Cohen, and a note payable with a third party for $500,000.

cash provided by financing activities of $4,128,268 for the year ended December 31, 2024, was due to $2,650,000 of proceeds

from the sale of Series B Convertible Preferred Stock, $1,328,268 of proceeds from the sale of common stock and $150,000 from proceeds

from borrowings on notes payable.

Party Loans and Advances

Company has previously received various related party loans and advances which are discussed in greater detail below under “ Item

Certain Relationships and Related Transactions, and Director Independence—Related Party Transactions—Related Party Loans

and Advances ”.

October 18, 2024, the Company entered into a $150,000 promissory note (the “Cohen Note”) with Cohen Enterprises, Inc.

evidence, document and memorialize (a) $50,000 loaned to the Company from Cohen Enterprises on March 18, 2024, and (b) $100,000 loaned

to the Company from Cohen Enterprises on April 1, 2024, which amounts previously accrued no interest and were due on demand.

Note in the principal amount of $150,000, accrues interest at the rate of 8% per annum (12% upon the occurrence of an event of default),

with interest accruing monthly in arrears and payable at maturity or earlier acceleration.

The Cohen Note is due upon the earlier of

January 2, 2025, and upon acceleration by Cohen Enterprises pursuant to the terms thereof upon default, or automatically upon certain

bankruptcy events occurring.

The Cohen Note may be prepaid without penalty, is unsecured and contains customary representations and covenants

of the Company.

The note includes customary events of default, and allows Cohen Enterprises the right to accelerate the amount due under

the note upon the occurrence of such event of default, subject to certain cure rights.

the year ended December 31, 2025, Mr.

Cohen used his personal credit card for payments to a third-party vendor for services

rendered to the Company.

The total amount outstanding as of December 31, 2025 was $0.

May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive

Officer and Chairman, Jacob D.

Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan, as discussed in greater

Tiger Cub Note has a principal balance of $100,000.

The Tiger Cub Note bears interest at a rate of 18% per annum, compounded monthly,

and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five

business days following the closing of a Qualified Financing, as discussed below.

Tiger Cub Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies,

and customary representations and warranties of the parties and covenants of the Company.

Company may prepay the Tiger Cub Note at any time prior to maturity;

however, any such prepayment will require a prepayment premium equal

to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment.

The “ Make Whole Amount ” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied

by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory

Tiger Cub Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued

interest and a make-whole premium, within five business days following the closing of a Qualified Financing.

A “ Qualified Financing ”

is defined in the Tiger Cub Note as any fundraising transaction completed after the Tiger Cub Note’s effective date, other than

a sale of notes on substantially similar terms as the Tiger Cub Note, undertaken primarily for the purpose of raising capital.

the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare

the outstanding obligations under the Tiger Cub Note immediately due and payable (in the event of bankruptcy such repayment obligation

is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by,

holder, the principal amount of the Tiger Cub Note automatically increases to an amount equal to the then outstanding balance of the

Tiger Cub Note, plus the Make Whole Amount.

and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note, with Tiger Cub, pursuant to which (a)

Tiger Cub and the Company agreed to amend and restate the Tiger Cub Note into an Amended and Restated Convertible Promissory Note;

(b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock.

The Agreement to Amend included certain representations

and warranties to Tiger Cub.

The A&R Tiger Cub Note amended and restated the Tiger Cub Note to (a) provide Tiger Cub the option to

convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price each to the

greater of (x) (1) $1.50;

(2) if the A&R Tiger Cub Note was entered into prior to the close of market on the date entered into, the

greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the last trading

day prior to the date the A&R Tiger Cub Note was entered into, plus $0.125;

and (3) if the A&R Tiger Cub Note was entered into

after the close of market on the date entered into, the greater of (i) the consolidated closing bid price, and the (ii) closing price,

of the common stock of the Company on the date the A&R Tiger Cub Note was entered into, plus $0.125, and (y) the lowest price per

share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance

of common stock in connection with a conversion, taking into account all securities issuable in connection therewith—which conversion

price was $1.785;

and (b) remove the Mandatory Prepayment requirement.

Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights.

December 4, 2025, the Company borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive

Officer and Chairman, Jacob D.

Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan.

Promissory Note has a principal balance of $75,000.

The Promissory Note bears interest at a rate of 18% per annum, compounded monthly,

and matures on the earliest of (i) December 4, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii)

five business days following the closing of a Qualified Financing, as discussed below.

Promissory Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies,

and customary representations and warranties of the parties and covenants of the Company.

Company may prepay the Promissory Note at any time prior to maturity;

however, any such prepayment will require a prepayment premium

equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment.

The “ Make Whole Amount ” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied

by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory

Promissory Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued

interest and a make-whole premium, within five business days following the closing of a Qualified Financing.

A “ Qualified Financing ”

is defined in the Promissory Note as any fundraising transaction completed after the Promissory Note’s effective date, other than

a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital.

the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare

the outstanding obligations under the Promissory Note immediately due and payable (in the event of bankruptcy such repayment obligation

is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by,

holder, the principal amount of the Promissory Note automatically increases to an amount equal to the then outstanding balance of the

Promissory Note, plus the Make Whole Amount.

December 13, 2024, Cohen Enterprises entered into a Note Purchase Agreement with Mill End Capital Ltd.

(“ Mill End ”

and the “ Note Purchase ”).

Pursuant to the Note Purchase, Mill End purchased all of Cohen Enterprises rights under

the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, as lender, in the original amount of $150,000, in consideration

for $150,000.

The terms of the note remain unchanged, however, the note is no longer considered a related party note.

January 15, 2025, the Company entered into a Debt Conversion Agreement (the “ Debt Conversion Agreement ”) with Mill

Pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $150,000 owed by the Company

under the Promissory Note (the “ Converted Note ”), into an aggregate of 100,000 shares of restricted common stock of

the Company (the “Debt Conversion Shares”), based on an agreed conversion price of $1.50 per share.

to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares

of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note.

Pursuant to the Note Purchase,

Mill End Capital Ltd.

(“ Mill End ”) purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company

as borrower, to Cohen Enterprises, Inc., which entity is owned by Jacob D.

Cohen, the Chairman and Chief Executive Officer of the Company

(“ Cohen Enterprises ”), as lender, in the original amount of $150,000, in consideration for $150,000.

the note remain unchanged;

however, the note was no longer considered a related party note.

January 15, 2025, the Company entered into a Debt Conversion Agreement with Mill End.

Pursuant to the Debt Conversion Agreement, the

Company and Mill End agreed to convert the entire $150,000 owed by the Company under the Promissory Note, into an aggregate of 100,000

shares of restricted common stock of the Company, based on an agreed conversion price of $1.50 per share.

Pursuant to the Debt Conversion

Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares of common stock issuable

in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note.

January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the “ 1 st Amendment ”)

18 unchanged sentences

of the Debt Conversion Agreement.

Private Placement

August 2022, the Company initiated a private placement of up to $2 million of units to accredited investors, with each unit consisting

of one-fifteenth of one share of common stock and a warrant to purchase one-fifteenth of one share of common stock, at a price of $1.00

The warrants have a five-year term (from each closing date that units were sold) and an exercise price of $15.00 per whole

If at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering,

or no current prospectus available for the resale of the shares of common stock issuable upon exercise the warrants, the holder of the

warrants may elect a cashless exercise of the warrants.

Boustead Securities, LLC, the representative of the underwriters in our initial

public offering (“ IPO ”), served as the placement agent in connection with the private placement.

In total, we sold

an aggregate of 2,000,000 units for $2,000,000 to 23 accredited investors between August 16, 2022 and December 22, 2022, the end date

of the offering.

Public Offering

March 23, 2023, we consummated our IPO of 83,334 shares of common stock at a price to the public of $60.00 per share, pursuant to that

certain Underwriting Agreement, dated March 20, 2023 (the “ Underwriting Agreement ”), between the Company and Boustead

Securities, LLC, as representative (“ Boustead ”) of several underwriters named in the Underwriting Agreement.

received gross proceeds of approximately $5 million, before deducting underwriting discounts and commissions and estimated offering expenses

payable by the Company upon the sale of the shares.

In connection with the IPO, the Company also granted Boustead a 45-day option to

purchase up to an additional 12,500 shares of its common stock, which expired unexercised.

the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the “ Resale Prospectus ”)

the Company registered the sale of 317,667 shares of common stock, including 133,334 shares of common stock issuable upon the exercise

of outstanding warrants to purchase shares of common stock with an exercise price of $15.00 per share, of which warrants to purchase

65,033 shares of common stock remain outstanding, and unexercised, as of the date of this Report.

additional consideration in connection with the IPO, we granted Boustead, the representative of the underwriters named in the Underwriting

Agreement for the IPO, warrants to purchase 5,834 shares of common stock with an exercise price of $75.00 per share, which are exercisable

beginning six months after the effective date of the registration statement filed in connection with the IPO (March 20, 2023) and expire

five years after such effectiveness date.

December 15, 2023, we entered into another underwriting agreement (the “ Underwriting Agreement ”) with Boustead, as

representative of the underwriters named on Schedule 1 thereto (the “ Underwriters ”), relating to a public

offering of 266,667 shares of the Company’s common stock to the Underwriters at a purchase price to the public of $4.50 per share

and also granted to the Underwriters a 45-day option to purchase up to 40,000 additional shares of its common stock, solely to cover

over-allotments, if any, at the public offering price less the underwriting discounts (the “ Follow On Offering ”).

April 2, 2025, MAAB converted the Debt into 333,333 shares of the Company’s common stock, at a conversion price of $1.50 per share,

pursuant to the terms of such Debt, as amended on January 27, 2025.

The principal balance of the note as of September 30, 2025 is $-0-.

discussed in greater detail above, the Indigo Note was amended effective on May 27, 2025, to allow Indigo to convert such note into shares

of common stock of the Company at a conversion price of $1.50 per share and on July 16, 2025, Indigo converted the principal amount of

the A&R Indigo Note, and accrued interest due through maturity of $90,000, into an aggregate of 393,333 shares of common stock of

the Company at a conversion price of $1.50 per share, as set forth in the A&R Indigo Note.

discussed in greater detail above, on July 21, 2025, the Company and Tiger Cub agreed to amend the $100,000 principal Tiger Cub Note

to allow the conversion thereof into shares of common stock of the Company at a conversion price of $1.785 per share.

December 15, 2023, we entered into an underwriting agreement (the “ Underwriting Agreement ”) with Boustead Securities,

LLC (“ Boustead ”), as representative of the underwriters named on Schedule 1 thereto (the “ Underwriters ”),

relating to a public offering of 266,667 shares of the Company’s common stock to the Underwriters at a purchase price to the public

of $4.50 per share and also granted to the Underwriters a 45-day option to purchase up to 40,000 additional shares of its common stock,

solely to cover over-allotments, if any, at the public offering price less the underwriting discounts (the “ Follow On Offering ”).

Follow On Offering closed on December 19, 2023.

21 unchanged sentences

2024 Securities Purchase Agreement

on April 5, 2024 (the “ Initial Closing Date ”), we agreed to definitive terms on a Securities Purchase Agreement dated

April 4, 2024 (as amended from time to time, the “ SPA ”), with an institutional accredited investor (the “ Purchaser ”),

pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 1,500 shares of

Series B Convertible Preferred Stock (“ Series B Preferred Stock ”) of the Company for $1,650,000, and warrants (the

“ Initial Warrants ”), to purchase up to 220,000 shares of common stock, of the Company, for an aggregate purchase price

of $1,500,000.

On the Initial Closing Date, the Company sold the Purchaser 500 shares of Series B Preferred Stock (the “Initial

Closing Shares”) and the Initial Warrants, for an aggregate of $500,000.

The Initial Warrants have a term of five years.

April 26, 2024, the Company partially closed a planned second closing under the SPA (the “Second Closing”), the Purchaser

paid $150,000 to the Company, and in consideration therefore the Company issued the Purchaser 150 shares of Series B Preferred Stock.

May 17, 2024, the Company closed the remaining portion of the Second Closing, the Purchaser paid $100,000 to the Company, and in consideration

therefore the Company issued the Purchaser 100 shares of Series B Preferred Stock.

April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No.

1 (the “ Amendment ”),

which amended the SPA to, adjust the closings which were to take place under the SPA as follows:

Initial Stated Value of

Preferred Stock to be issued

by installment

Warrants to be issued

Aggregate Purchase

Initial Closing

Initial Closing Date

Second Closing

On or before June 30, 2024 (the “ Second Closing Date ”)

Third Closing

On or before June 30, 2024

Fourth Closing

Such date as is no later than 180 days (the “ Fourth Closing Date ”) after the shares of Common Stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act, subject to any limitations pursuant to Rule 415 (as defined in the Registration Rights Agreement)

$ 1,000,000.00

April 26, 2024, the Company partially closed the Second Closing.

The Purchaser paid $150,000 to the Company and in consideration therefore

the Company issued the Purchaser 150 shares of Series B Preferred Stock.

May 17, 2024, the Company closed the remaining portion of the Second Closing.

The Purchaser paid $100,000 to the Company and in consideration

therefore the Company issued the Purchaser 100 shares of Series B Preferred Stock.

May 21, 2024, the Purchaser converted 50 shares of Series B Preferred Stock into 18,063 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

May 22, 2024, the Purchaser converted 155 shares of Series B Preferred Stock into 55,994 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

May 24, 2024, the Purchaser converted 150 shares of Series B Preferred Stock into 54,188 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

July 9, 2024, the Purchaser converted 135 shares of Series B Preferred Stock into 35,779 shares of Common Stock of the Company, pursuant

to the terms of such Series B Preferred Stock.

July 25, 2024, the Purchaser converted 10 shares of Series B Preferred Stock into 2,245 shares of Common

Stock of the Company, pursuant to the terms of such Series B Preferred Stock.

June 28, 2024 (the “ Third Closing Date ”), the Company sold the Purchaser 750 shares of Series B Preferred Stock (the

“ Third Closing Shares ”) and (a) warrants to purchase up to 66,667 shares of common stock at an exercise price of $7.50

and (b) warrants to purchase up to 33,333 shares of common stock at an exercise price of $15.00 per share (collectively, (a)

and (b), the “ Additional Warrants ”, and together with the Initial Warrants, the “ Warrants ”, and

the shares of common stock issuable upon exercise of the Warrants, the “ Warrant Shares ”).

The Additional Warrants

were exercisable on or after October 4, 2024, and for five years thereafter.

at any time the Warrants are outstanding there occurs any share split, share dividend, share combination recapitalization or other similar

transaction involving the common stock (each, a “ Share Combination Event ”, and such date thereof, the “ Share

Combination Event Date ”) and the Event Market Price (defined below) is less than the then exercise price then in effect, then

on the sixth trading day immediately following such Share Combination Event Date, the Exercise Price then in effect on such sixth trading

day is automatically reduced (but in no event increased) to the Event Market Price.

The “ Event Market Price ” means,

with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price

of the common stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day

after such Share Combination Event Date, divided by (y) five.

In connection with the Reverse Stock Split, the exercise price of the Warrants

was automatically adjusted to $2.53 per share, and has subsequently been adjusted to $1.50 per share as a result of certain dilutive

August 22, 2024, the conditions to closing were satisfied, and the Company sold the Purchaser an additional 500 shares of Series B Preferred

Stock (“ Fourth Closing Shares ”) for $500,000 in connection with a partial closing of the Fourth Closing.

September 26, 2024, the Company sold the Purchaser an additional 250 shares of Series B Preferred Stock (the “ Additional Fourth

Closing Shares ”) for $250,000 in connection with a partial closing of the Fourth Closing.

September 26, 2024, 140 shares of Series B Preferred Stock (with an aggregate stated value of $154,000) were converted by the holder

into 47,903 shares of common stock at a conversion price of $3.21 per share.

October 2, 2024, 190 shares of Series B Preferred Stock (with an aggregate stated value of $209,000) were converted by the holder into

66,923 shares of common stock at a conversion price of $3.12 per share.

October 18, 2024, 200 shares of Series B Preferred Stock (with an aggregate stated value of $220,000) were converted by the holder into

93,299 shares of common stock at a conversion price of $2.36 per share.

January 15, 2025, the Company sold the Purchaser the final 250 shares of Series B Preferred Stock (the “ Final Fourth Closing

Shares ”) for $250,000 in connection with a partial and final closing of the Fourth Closing.

February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 216 shares of Series B Convertible

Preferred Stock (with an aggregate stated value of $237,600) into 105,600 shares of common stock of the Company pursuant to the terms

of such Series B Convertible Preferred Stock, including the current conversion price of $2.25 per share.

Company’s stockholders at the 2024 Annual Meeting of Stockholders held on June 17, 2024 approved the issuance of more than 19.99%

of the outstanding Common Stock upon the conversion of the shares of Series B Convertible Preferred Stock and upon the exercise of warrants

in accordance with Nasdaq Listing Rule 5635(d).

Securities, LLC served as the Company’s financial advisor in connection with the Purchase Agreement and related transactions.

On March 17, 2025, with the approval

of the shareholders of the Company at the special meeting of shareholders held on the same date, the Company submitted to the Secretary

of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock

of Mangoceuticals, Inc.

April 5, 2024, the Company entered into a Securities Purchase Agreement (the “ April 2024 SPA ”) with an institutional

accredited investor (the “ April 2024 Purchaser ”), pursuant to which the Company agreed to sell up to 1,500 shares

of Series B Convertible Preferred Stock and warrants to purchase up to 220,000 shares of common stock for a total purchase price of $1.5

million, in multiple tranches, subject to certain conditions precedent.

The initial closing included the sale of 500 shares of Series

B Convertible Preferred Stock and warrants to purchase up to 220,000 shares of common stock for $500,000.

The April 2024 SPA was later

amended to revise the schedule of closings and amounts, expanding the total purchase amount to $2.5 million and the total value of preferred

stock to $2.75 million (2,500 shares of Series B Convertible Preferred Stock), and up to 320,000 warrants to purchase shares of common

closings occurred through mid-2024:

the Company completed a second closing in two parts, receiving $250,000 for 250 shares of Series

B Convertible Preferred Stock in April and May 2024;

on June 28, 2024, the Company conducted the third closing, selling 750 shares of

Series B Convertible Preferred Stock for $750,000 and issuing additional (a) warrants to purchase up to 66,667 shares of common stock

at an exercise price of $7.50 per share;

and (b) warrants to purchase up to 33,333 shares of common stock at an exercise price of $15.00

The warrants were subject to automatic price adjustments in case of stock splits or similar corporate actions, and their price

was ultimately adjusted to $1.50 per share due to such events.

closings of the fourth tranche occurred in August 2024 (500 shares of Series B Convertible Preferred Stock for $500,000) and September

2024 (250 shares of Series B Convertible Preferred Stock for $250,000), and finally in January 2025 (250 shares of Series B Convertible

Preferred Stock for $250,000), totaling an additional 1,000 shares of Series B Convertible Preferred Stock for $1 million.

Securities, LLC served as the Company’s financial advisor in connection with the April 2024 SPA and related transactions.

the quarter ended June 30, 2024, the April 2024 Purchaser converted a total of 355 shares of Series B Convertible Preferred Stock into

128,245 shares of common stock, pursuant to the terms of the designation of the Series B Convertible Preferred Stock.

These conversions

occurred at conversion prices at $3.05 per share.

the quarter ended September 30, 2024, the April 2024 Purchaser converted a total of 285 shares of Series B Convertible Preferred Stock

into 85,927 shares of common stock, pursuant to the terms of the designation of the Series B Convertible Preferred Stock.

These conversions

occurred at conversion prices of between $3.21 and $4.90 per share.

the quarter ended December 31, 2024, the April 2024 Purchaser converted a total of 390 shares of Series B Convertible Preferred Stock

into 160,222 shares of common stock, at conversion prices ranging from $2.36 to $3.12 per share, pursuant to the terms of the Series

B Convertible Preferred Stock.

the quarter ended March 31, 2025, holders of the Series B Convertible Preferred Stock converted 1,438 shares of Series B Convertible

Preferred Stock into 623,333 shares of common stock at a conversion price of $1.00 per share, pursuant to the terms of the Series B Convertible

Preferred Stock.

the quarter ended June 30, 2025, holders of the Series B Convertible Preferred Stock converted 850 shares of Series B Convertible Preferred

Stock into 1,001,733 shares of common stock at a conversion prices between $1.50 and $2.25 per share, pursuant to the terms of the Series

B Convertible Preferred Stock.

March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the

Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of

Series B Convertible Preferred Stock of Mangoceuticals, Inc.

(the “ Series B Designation ”), to:

(a) reduce the conversion price set forth therein to a fixed

price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior

to the amendment)(the “ Conversion Price ”);

(b) reduce the floor price set forth therein from $2.25 to $1.50 per share

(subject to customary adjustments for stock splits)(the “ Floor Price ”);

(except for standard participatory rights for dividends declared on the Company’s common stock);

and exclude the Company’s

current wholly-owned subsidiary, Mango & Peaches Corp.

(“ Mango & Peaches ”), from the definition of Change of

Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr.

Jacob Cohen, the Company’s

Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred

Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “ Designation Amendment ”).

Company’s Series B Convertible Preferred Stock (“ Series B Preferred Stock ”), currently have the following rights

and privileges:

If the Company declares a dividend or makes a distribution of cash (or any other distribution treated as a dividend under

Section 301 of the Internal Revenue Code) on its shares of common stock, each holder of shares of Series B Preferred Stock shall be entitled

to participate in such dividend or distribution in an amount equal to the largest number of whole shares of common stock into which all

shares of Series B Preferred Stock held of record by such holder are convertible as of the record date for such dividend or distribution,

if any, or, if there is no specified record date, as of the date of such dividend or distribution.

Notwithstanding the foregoing, holders

shall have no right of participation in connection with dividends or distributions made to stockholders of shares of common stock consisting

solely shares of common stock.

long as any Series B Preferred Stock remain outstanding, the Company is prohibited from effecting or entering into an agreement to effect

any issuance by the Company or any of its subsidiaries of common stock, common stock equivalents, Series B Preferred Stock or preferred

share equivalents (or a combination of units thereof) involving a Variable Rate Transaction, except for an equity line of credit.

Rate Transaction ” means a transaction in which the Company issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of common stock or Series B Preferred Stock

either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices

of or quotations for the common stock or Series B Preferred Stock at any time after the initial issuance of such debt or equity securities,

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the common stock or Series B Preferred Stock or (ii) enters into, or effects a transaction under, any

agreement, including, but not limited to, an “at-the-market offering”, whereby the Company may issue securities at a future

determined price.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”),

the holders of the Series B Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an

amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and

owing, for each share of Series B Preferred Stock, before any distribution or payment shall be made to the holders of any junior securities,

and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders

of the Series B Preferred Stock shall be ratably distributed among the holders of the Series B Preferred Stock in accordance with the

respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

A Fundamental Transaction or

Change of Control Transaction (each as described in the Series B Destination) is not deemed a Liquidation.

Each holder of Series B Preferred Stock may, at its option, convert its shares of Series B Preferred Stock (each

a “ Series B Conversion ”) into that number of shares of common stock equal to the Stated Value of such share of Series

B Preferred Stock, divided by $1.50 (the “ Conversion Price ”).

the event the Company does not comply with the terms of the designation and timely issue shares of common stock upon conversion to the

holder, the Company is liable for damages in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of preferred

shares being converted, $50 per trading day (increasing to $100 per trading day on the fifth trading day and increasing to $200 per trading

day on the tenth trading day after such damages begin to accrue) for each trading day after the date due that the shares are delivered.

The designation also provides for customary buy-in rights to the holders for failure of the Company to timely deliver conversion shares.

Series B Designation includes a conversion limitation prohibiting any holder and their affiliates from converting the Series B Preferred

Stock into common stock in the event that upon such conversion their beneficial ownership of the Company’s common stock would exceed

Conversion Price is subject to anti-dilutive rights in the event that the Company issues any shares of common stock or common stock equivalents

with a value less than the then conversion price, subject to certain customary exceptions for equity plan issuances, securities already

outstanding, and certain strategic acquisitions (the “ Anti-Dilutive Rights ”).

Additionally,

if at any time the Series B Preferred Stock are outstanding there occurs any share split, share dividend, share combination recapitalization

or other similar transaction involving the common stock (each, a “ Share Combination Event ”, and such date thereof,

the “ Share Combination Event Date ”) and the Event Market Price (defined below) is less than the then Conversion Price

then in effect, then on the sixth trading day immediately following such Share Combination Event Date, the Conversion Price then in effect

on such sixth trading day is automatically reduced (but in no event increased) to the greater of the (i) Event Market Price;

the Conversion Price (the “ Reverse Split Reset Terms ”).

The “ Event Market Price ” means, with respect

to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price of the common

stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day after such Share

Combination Event Date, divided by (y) five.

The Series B Preferred Stock have no voting rights, except in connection with the Protective Provisions discussed

So long as any shares of Series B Preferred Stock are outstanding, the Company cannot without first obtaining the approval of the holders

of a majority of the then outstanding shares of Series B Preferred Stock, voting together as a class (collectively, the “ Protective

Provisions ”):

Amend any provision of the Series B Designation;

Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock;

Amend the Certificate of Formation of the Company (including by designating additional series of Preferred Stock) in a manner which adversely

affects the rights, preferences and privileges of the Series B Preferred Stock;

Effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class

of shares into shares of Series B Preferred Stock;

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

of such series.

Additionally,

so long as any Series B Preferred Stock shares remain outstanding, neither the Company nor any subsidiary thereof shall redeem, purchase

or otherwise acquire, directly or indirectly, any junior securities;

pay any dividends (other than on Series B Preferred Stock), or enter

into any variable rate transaction.

An “ Event of Default ” under the Series B Designation includes the occurrence of any of the events

described below:

if at any time the common stock is no longer DWAC eligible;

a registration statement of the Company is not filed within sixty (60) days of the date Series B Preferred Stock was first issued in

connection with certain shares of Series B Preferred Stock sold in 2024 and January 2025, which requirement has been met;

the Company fails to obtain stockholder approval of the issuance of more than 20% of the Company’s outstanding common stock in

connection with the sale of certain securities within one hundred twenty (120) days of the first sale thereof (which requirement was

the Company shall fail to deliver shares issuable upon a conversion prior to the fifth trading day after such shares are required to

be delivered;

the Company shall fail to have available a sufficient number of authorized and unreserved common stock shares to issue to any holder

upon a conversion completed under the Series B Designation;

the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of

any documents entered into in connection with the sale of Series B Preferred Stock, and such failure or breach shall not, if subject

to the possibility of a cure by the Company, have been cured within 10 business days after the date on which written notice of such failure

or breach shall have been delivered;

the Company shall redeem junior securities or pari passu securities;

the Company shall be party to a Change of Control Transaction (as defined in the Series B Preferred Stock designation);

the Company shall enter bankruptcy;

any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective

property or other assets for more than $500,000 (provided that amounts covered by the Company’s insurance policies are not counted

toward this $500,000 threshold), and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a

period of thirty (30) trading days;

the electronic transfer by the Company of common stock shares through the Depository Trust Company is no longer available or is subject

to a “ freeze ” and/or “ chill ”, which continues for a period of five trading days;

the common shares shall cease trading on an approved trading market, and such failure shall continue for a period of five trading days.

an Event of Default, (a) the Stated Value increases automatically by an amount equal to 17.5% of the Stated Value as of the date

of the Event of Default;

and (b) the conversion price of the Series B Preferred Stock is adjusted to the lesser of (i) the then applicable

conversion price and (ii) a price per share equal to sixty five percent (65%) of the average of the three lowest trading prices for the

Company’s common stock during the twenty (20) trading days preceding the relevant conversion.

As long as any shares of Series B Preferred Stock are outstanding, unless a simple majority of holders of the Series B

Preferred Stock have otherwise given prior written consent, the Company shall not, and shall not permit any of the subsidiaries to, directly

or indirectly:

amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially

and adversely affects any rights of any holder;

repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of common stock, common

stock equivalents or junior securities, other than as to (i) certain pre-approved purchases agreed to by the holders of the Series B

Preferred Stock and (ii) the repurchase of common shares or common share equivalents of departing officers and directors of the Company,

provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors for so long as the Series Preferred

Stock are outstanding;

pay cash dividends or distributions on junior securities of the Company;

enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the SEC,

unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of

the Company (even if less than a quorum otherwise required for board approval);

redeem any junior securities or pay any dividends (other than on the Series B Preferred Stock);

enter into any agreement with respect to any of the foregoing.

At any time while the Series B Preferred Stock are outstanding, and on any date following stockholder approval of the issuance

of more than 20% of the Company’s common stock upon conversion of certain shares of Series B Preferred Stock certain shares of

Series B Preferred Stock sold in 2024 and January 2025 (which has occurred to date), the Company has the right to redeem fifty (50%)

of the Stated Value then outstanding, and an additional fifty (50%) percent of the Stated Value then outstanding upon the written consent

of the holders of the Series B Preferred Stock (each, the “ Company Optional Redemption Amount ”) on the Company Optional

Redemption Date (each as defined below) (a “ Company Optional Redemption ”).

If redeemed within ninety (90) calendar

days from the date of issuance, the Series B Preferred Stock shares subject to redemption shall be redeemed by the Company in cash at

a price (the “ Company Optional Redemption Price ”) equal to 110% of the Stated Value being redeemed as of the Company

Optional Redemption Date, plus all accrued but unpaid dividends and all other amounts due to a holder, if any.

If redeemed within ninety-one

(91) calendar days after the date of issuance, but no later than one hundred twenty (120) calendar days from the date of issuance, the

Series B Preferred Stock subject to redemption shall be redeemed by the Company in cash at a Company Optional Redemption Price equal

to 115% of the Stated Value being redeemed as of the Company Optional Redemption Date, plus all accrued but unpaid dividends and all

other amounts due to holders, if any.

If redeemed after one hundred twenty (120) calendar days from the date of issuance, the Series

B Preferred Stock subject to redemption shall be redeemed by the Company in cash at a Company Optional Redemption Price equal to 120%

of the Stated Value being redeemed as of the Company Optional Redemption Date, plus all accrued but unpaid dividends and all other amounts

due to any holder, if any.

The Company may deliver only one Company Optional Redemption Notice and such Company Optional Redemption Notice

shall be irrevocable.

Company may not deliver a Company Optional Redemption Notice, and any Company Optional Redemption Notice delivered by the Company shall

not be effective, unless all of the Equity Conditions have been met on each trading day during the period beginning on the date notice

of the redemption is provided and ending on the redemption date, which cannot be less than 10 nor more than 20 days.

Conditions ” means, during the period in question:

(a) the Company shall have duly honored all conversions scheduled to occur

or occurring by virtue of one or more notices of conversion of the applicable holder on or prior to the dates so requested or required,

(b) the Company shall have paid all liquidated damages and other amounts owing to the applicable holder in respect of the preferred

(A) the Company

may issue conversion shares [except in the case of a redemption, where only the shares being redeemed are subject to this requirement];

or (B) the holders are permitted to utilize the prospectus thereunder to resell all of the common shares issuable pursuant to certain

transaction documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable

or (ii) all of the conversion shares issuable pursuant to the applicable transaction documents may be resold pursuant to Rule

144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company

as set forth in a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected holders;

(iii) all of the conversion shares may be issued to the holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold

without restriction;

(d) the common shares are trading on a trading market and all of the common shares issuable pursuant to the applicable

transaction documents are listed or quoted for trading on such trading market (and the Company believes, in good faith, that trading

of the common shares on a trading market will continue uninterrupted for the foreseeable future);

(e) there is a sufficient number of

authorized, but unissued and otherwise unreserved, common shares for the issuance of all of the shares then issuable pursuant to the

applicable transaction documents;

(f) the issuance of the common shares in question to the applicable holder would not violate the beneficial

ownership limitation set forth in the designation;

(g) there has been no public announcement of a pending or proposed Fundamental Transaction

(as defined in the designation) or Change of Control Transaction (as defined in the designation) that has not been consummated;

applicable holder is not in possession of any information provided by the Company, any of its subsidiaries, or any of their officers,

directors, employees, agents or affiliates, that constitutes, or may constitute, material non-public information.

on the Initial Closing Date, the Company entered into an Equity Purchase Agreement (the “ ELOC ”) with the Purchaser

pursuant to which the Purchaser committed to purchase up to $25,000,000 (the “ Maximum Amount ”) of the Company’s

common stock (the “ Financing ”).

On the Initial Closing Date, the Company issued 66,667 shares of the Company’s

common stock to the Purchaser as a commitment fee (the “ Commitment Shares ”).

In connection with the Financing, on

the Closing Date, the Company and the Purchaser also entered into a Registration Rights Agreement (the “ ELOC RRA ”).

filing and effectiveness of a Registration Statement on Form S-1 to register the Advance Shares (defined below), which was declared effective

on May 9, 2024, and provided other closing conditions are met, from time to time over the term of the ELOC, the Company has the right,

but not the obligation, to direct the Purchaser to purchase shares of the Company’s common stock (the “ Advance Shares ”)

in a maximum amount of one hundred percent (100%) of the average daily trading volume over the five trading days preceding the applicable

advance date.

At any time and from time to time during the 2-year term of the ELOC (the “ Commitment Period ”), the

Company may deliver a notice to Purchaser (the “ Advance Notice ”) and shall deliver the Advance Shares to Purchaser

via DWAC (as defined in the ELOC) on the next trading day.

The purchase price (the “ Purchase Price ”) for the Advance

Shares shall equal 90.0% of the gross proceeds received by the Purchaser for the resale of the Advance Shares during the three consecutive

trading days immediately following the date an Advance Notice is delivered (the “ Valuation Period ”).

The closing of

an Advance Notice shall occur within two trading days following the end of the respective Valuation Period, whereby the Purchaser shall

deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds.

The Company shall not

deliver another Advance Notice to Purchaser within one trading day of a prior closing of Advance Shares.

The “ Investment Amount ”

means the aggregate Purchase Price for the Advance Shares purchased by the Purchaser, minus clearing costs payable to the Purchaser’s

broker or to the Company’s transfer agent for the issuance of the Advance Shares.

right of the Company to issue and sell the Advance Shares to the Purchaser is subject to the satisfaction of certain closing conditions,

including, but not limited to, (i) a Registration Statement on Form S-1 registering for resale by the Purchaser of the Advance Shares

and Commitment Shares being declared effective by the SEC, which has occurred to date, (ii) accuracy of the Company’s representations

and warranties, (iii) the Company’s performance under the ELOC in all material respects, (iv) no suspension of trading or delisting

of common stock, (v) the limitation of the Purchaser’s beneficial ownership of the Company’s common stock to no more than

4.99% of the Company’s then outstanding common stock, (vi) the Company maintaining its DWAC-eligible status, (vii) the Company

maintaining a sufficient share reserve, and (viii) the closing price of the Company’s common stock on the date the Advance Notice

is received must exceed $0.15.

To date, the Company has sold a total of 305,000 shares for gross proceeds of $1,185,019 before fees,

discounts and expenses under the ELOC.

ELOC terminates upon the first to occur of April 4, 2026;

the date that $25,000,000 in Advance Shares have been purchased by the Purchaser;

the date that the Company terminates the ELOC, which may be terminated in the Company’s option at any time following effectiveness

of the Registration Statement registering the resale of the Advance Shares, except that the ELOC can’t be terminated at any time

the Purchaser holds any Advance Shares;

and upon the Company entering into bankruptcy protection (such period of time that the ELOC is

in place, the “ Commitment Period ”).

the Company has the obligation to maintain such share reserve while the ELOC is effective, the Company does not have the obligation to

sell any Advance Shares to the Purchaser.

Additionally, neither the Purchaser, nor any affiliate of the Purchaser acting on its behalf

or pursuant to any understanding with it, will execute any short sales during the period from the date hereof to the end of the Commitment

Company has agreed, among other things, to indemnify the Purchaser and its affiliates with respect to certain liabilities and to pay

all fees and expenses incident to the Company’s obligations under the ELOC RRA

(a) reduce the conversion

price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a

fixed conversion price of $2.25 prior to the amendment)(the “ Conversion Price ”);

(b) reduce the floor price set forth

therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “ Floor Price ”);

remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s

common stock);

and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches Corp.

(“ Mango & Peaches ”),

from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr.

Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event

of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred

Stock)(the “ Designation Amendment ”).

Company’s Series B Convertible Preferred Stock currently have the following rights and privileges:

Holders participate in dividends or distributions on common stock on an as-converted basis, excluding distributions solely of common

on Variable Rate Transactions :

The Company is restricted from entering into most variable rate transactions involving equity

securities while Series B Convertible Preferred Stock is outstanding, with limited exceptions such as equity lines of credit.

In a liquidation, holders of Series B Convertible Preferred Stock are entitled to the Stated Value of the Series

B Convertible Preferred Stock (initially, $1,100, subject to increases as discussed below) plus accrued dividends and other amounts,

prior to payments upon liquidation to junior securities.

Shares of Series B Convertible Preferred Stock are convertible at the option of the holder at a fixed price of $1.50

Holders cannot convert if such conversion would result in beneficial ownership exceeding 4.99% of the Company’s

outstanding common stock.

Voting Rights :

The Series B Convertible Preferred Stock have no general voting rights, except as to specific protective provisions

requiring majority holder consent for certain corporate actions (e.g., amendments to rights, changes to Series B Convertible Preferred

Stock share count, and adverse charter amendments).

Events of default under the designation of the Series B Convertible Preferred Stock include failure to deliver

conversion shares timely, insufficient reserved shares, breaches of covenants, bankruptcy, significant unsatisfied judgments, and

delisting or trading suspensions.

Upon default, the Stated Value increases by 17.5%.

The Company may redeem 50% of outstanding Series B Convertible Preferred Stock shares and, with holder consent,

an additional 50%, subject to certain pricing thresholds based on timing from issuance (110%–120% of Stated Value plus accrued

Such redemptions may only take place of certain equity conditions are met, including that there must be a valid way for

holders to receive and resell shares (through a registration statement, Rule 144, or Section 3(a)(9));

shares must be actively trading

and expected to continue;

enough authorized shares must be available;

share issuance must not breach ownership limits;

no uncompleted

major corporate changes should be pending;

and the holder must not possess material non-public information from the Company.

April 5, 2024, the Company entered into a $25 million Equity Purchase Agreement (the “ ELOC ”) with the April 2024 Purchaser,

under which the April 2024 Purchaser committed to buy up to $25 million of the Company’s common stock over a two-year period ending

no later than April 4, 2026.

In exchange, for such commitment, the Company issued 66,667 commitment shares to the April 2024 Purchaser.

the effectiveness of a Form S-1 registration statement on May 9, 2024, the Company may, from time to time, issue advance notices to sell

shares of common stock (the “ Advance Shares ”) to the April 2024 Purchaser.

Each advance may be up to 100% of the average

daily trading volume over the prior five trading days, and priced at 90% of the April 2024 Purchaser’s resale proceeds from the

shares during the three-day valuation period after notice.

are subject to various conditions, including compliance with the agreement, no trading suspension, maintaining DWAC eligibility, a share

price above $0.15, and keeping the April 2024 Purchaser’s beneficial ownership below 4.99%.

The Company is not obligated to issue

any shares and may terminate the ELOC at any time that the April 2024 Purchaser does not hold any Advance Shares.

June 10, 2025, the Company delivered Advance Notices to the Platinum Point Capital and sold Platinum Point Capital 261,667 shares of

common stock pursuant to the terms of the ELOC ranging from $1.43 to $1.79 per share for a total of $366,830, net of fees, discounts

and expenses.

of December 31, 2025, the Company has sold 666,667 shares of common stock under the ELOC for $1,787,580 in gross proceeds, and there

are no more shares remains available under the ELOC.

April 2024 Purchaser is prohibited from short selling during the commitment period, and the Company agreed to indemnify the April 2024

Purchaser and cover related expenses under the associated registration rights agreement.

Private Sales of Series B Preferred Stock and Common Stock

on December 18, 19, and 31, 2024 and January 3, 6 and 6, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ SPAs ”),

with certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company sold the Purchasers,

and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $250,000, and warrants to purchase 330,000

shares of common stock with an exercise price of $2.71 per share, 100 shares of Series B Preferred Stock for $100,000, and warrants to

purchase 132,000 shares of common stock with an exercise price of $2.57 per share, 50 shares of Series B Preferred Stock for $50,000,

and warrants to purchase 60,000 shares of common stock, with an exercise price of $2.57 per share;

300 shares of Series B Preferred Stock

on December 18, 19, and 31, 2024 and January 3, 6 and 6, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ December

2024 SPAs ”), with certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company

sold the Purchasers, and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $250,000, and warrants

to purchase 330,000 shares of common stock with an exercise price of $2.71 per share, 100 shares of Series B Preferred Stock for $100,000,

and warrants to purchase 132,000 shares of common stock with an exercise price of $2.57 per share, 50 shares of Series B Preferred Stock

for $50,000, and warrants to purchase 60,000 shares of common stock, with an exercise price of $2.57 per share;

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shares of Series B Preferred Stock for $500,000, and warrants to purchase 660,000 shares of common stock with an exercise price of $2.59

per share, respectively.

Each of the SPAs closed on the dates they were entered into, and the warrants were granted on the same dates.

SPAs provide that until the 18 th month anniversary of the applicable closing date, the Purchasers have the right to participate

in any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents or any offering of debt or any

other type of financing, or a combination thereof (other certain customary exempt issuances)(each a “ Subsequent Financing ”),

in an amount not to exceed the amount of the Purchaser’s subscription, on the same terms, conditions and price provided for in

the Subsequent Financing.

SPAs contain customary representations, warranties and covenants by the Company (including a restriction on entering into any variable

rate transaction for a period of 180 days from the applicable closing date), customary conditions to closing, indemnification obligations

of the Company and the Purchasers, other obligations of the parties and termination provisions.

and 50 shares of Series B Preferred Stock for $50,000, and warrants to purchase 66,000 shares of common stock with an exercise

price of $2.59 per share, respectively.

Each of the December 2024 SPAs closed on the dates they were entered into, and the warrants were

granted on the same dates.

at any time following the Initial Exercise Date (as defined below) of the warrants, there is no effective registration statement registering,

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warranties of the purchaser and the Company.

March 20, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 80,000 shares of

common stock of the Company’s restricted common stock from the Company for a total of $200,000 (or $2.50 per share).

The Subscription

Agreement included customary representations and warranties of the Purchaser and the Company.

May 23, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “ Investors ”),

pursuant to which the Investors purchased an aggregate of 70,454 units, each consisting of one share of common stock and one half of

one warrant to purchase one share of common stock, for a total of $1.65 per unit.

As a result of the subscriptions, the Company, in consideration

for $116,249 received from the Investors, issued 70,454 shares of common stock and warrants to purchase 35,227 shares of common stock

(the “ Investor Warrants ”) to the Investors.

The Subscription Agreements included customary representations and warranties

of the Investors and the Company.

Investor Warrants have an exercise price of $3.00 per share, a term through May 23, 2028 and cash only exercise rights.

Warrants include a 4.999% beneficial ownership limitation, which may be increased to not more than 9.999% with not less than 61 days

prior written notice from each holder.

The Investor Warrants also provide that the Company has the right to accelerate the expiration

of the Investor Warrants if the volume-weighted average price (VWAP) of the Company’s common stock on Nasdaq reaches or exceeds

$3.00 per share for five consecutive trading days, with written notice to the warrant holder within two trading days.

The notice must

specify the trigger date, the relevant VWAP data, and an accelerated expiration date that is at least 30 calendar days from the date

the notice is given.

If the Investor Warrants are not exercised by 5:00 p.m.

(New York time) on the accelerated expiration date, they

will automatically expire and be of no further effect.

In the event that the Company fails to provide an acceleration notice within two

trading days after the applicable acceleration trigger date, the rights of the Company continue to apply to future acceleration trigger

events, if any.

2025 Securities Purchase Agreement

April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement (the “ April 2025 SPA ”),

with an institutional accredited investor (the “ April 2025 Purchaser ”), pursuant to which the Company sold the April

2025 Purchaser, and the April 2025 Purchaser purchased from the Company:

100 shares of Series B Convertible Preferred Stock of the Company

(“ Series B Preferred Stock ”) for $100,000.

April 2025 SPA closed on April 11, 2025, and provided that until the 18 th month anniversary of the closing date of the

April 2025 SPA, the April 2025 Purchaser has the right to participate in any issuance by the Company or any of its subsidiaries of common

stock or common stock equivalents or any offering of debt or any other type of financing, or a combination thereof (other certain customary

exempt issuances)(each a “ Subsequent Financing ”), in an amount not to exceed the amount of the April 2025 Purchaser’s

subscription, on the same terms, conditions and price provided for in the Subsequent Financing.

April 2025 SPA contains customary representations, warranties and covenants by the Company (including a restriction on entering into

any variable rate transaction for a period of 180 days from the closing date of the April 2025 SPA), customary conditions to closing,

indemnification obligations of the Company and the April 2025 Purchaser, other obligations of the parties and termination provisions.

2025 Securities Purchase Agreement

December 18, 2025, the Company entered into a securities purchase agreement (the “ December 2025 SPA ”) with an institutional

investor (the “ December 2025 Investor ”), pursuant to which the Company agreed to issue and sell to such investor (a)

in a registered direct offering, (A) 1,430,502 shares of common stock of the Company, at an offering price of $1.295 per share, and (B)

500,000 pre-funded warrants (the “ Pre-Funded Warrants ”) in lieu of shares of common stock, at an offering price of

$1.29499 per Pre-Funded Warrant (such registered direct offering, the “D ecember 2025 Offering ”), and (b) in a concurrent

private placement, common stock purchase warrants (the “ Private Placement Warrants ”), exercisable for an aggregate

of up to 1,930,502 shares of common stock, at an exercise price of $1.4245 per warrant share for aggregate gross proceeds of approximately

$2.5 million.

Pre-Funded Warrants were immediately exercisable and may be exercised at an exercise price of $0.00001 per warrant share at any time

until all of the Pre-Funded Warrants are exercised in full.

Private Placement Warrants are exercisable upon issuance and expire on the fifth anniversary of the issuance date of the Private Placement

Once issued, the Private Placement Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the

formula contained in the Private Placement Warrants.

The Private Placement Warrants and the Pre-Funded Warrants contain ownership limitations

pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together

with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%)

of the Company’s outstanding common stock.

connection with the December 2025 Offering, the Company also entered into a placement agency agreement (the “ Placement Agency

Agreement ”) with Aegis Capital Corp.

(the “ Placement Agent ”), pursuant to which the Company paid the Placement

Agent a cash fee equal to 7% of the aggregate gross proceeds of the December 2025 Offering and reimbursed the Placement Agent for certain

expenses and legal fees.

December 18, 2025, the Company and the December 2025 Investor entered into a registration rights agreement (the “ Registration

Rights Agreement ”), pursuant to which the Company agreed to file a registration statement (the “ Resale Registration

Statement ”), providing for the resale of the shares of common stock issued and issuable upon exercise of the Private Placement

Warrants within 30 days of the closing of the December 2025 Offering, to have such registration statement declared effective within 15

days of the filing date (or 45 days, if the Securities and Exchange Commission conducts a full review), and to maintain the effectiveness

of such registration statement.

common stock shares and the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File

333-288039) that was declared effective by the Commission on June 24, 2025.

Resale Registration Statement was timely filed and was timely declared effective on January 28, 2025.

Company received gross proceeds of approximately $2.5 million from the December 2025 Offering, before deducting December 2025 Offering

expenses payable by the Company, including the Placement Agent’s commissions and fees.

The Company intends to use the net proceeds

from the Offering for working capital and general corporate purposes.

for Future Funding

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We currently anticipate such funding, if required, being raised through

the offering of debt or equity, and/or through additional sales under the ELOC.

Such additional financing, if required, may not be available

on favorable terms, if at all.

If debt financing is available and obtained, our interest expense may increase and we may be subject to

the risk of default, depending on the terms of such financing.

If equity financing is available and obtained it may result in our shareholders

experiencing significant dilution.

If such financing is unavailable, we may be forced to curtail our business plan, which may cause the

value of our securities to decline in value.

the offering of debt or equity.

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

If debt financing

is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of

such financing.

If equity financing is available and obtained it may result in our shareholders experiencing significant dilution.

such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline

Accounting Policies and Estimates

preparation of the Company’s consolidated financial statements in accordance with accounting principles generally accepted in the United States

preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States

of America (“ GAAP ”) requires management to make estimates and assumptions that affect the reported amounts of assets,

liabilities and expenses.

“ Note 2 – Summary of Significant Accounting Policies ” to the audited consolidated financial statements

included under “ Item 8.

Financial Statements and Supplementary Data, ” below describes the significant accounting policies

used in the preparation of the financial statements.

Certain of these significant accounting policies and estimates have a higher degree

of inherent uncertainty and require significant judgments.

“ Note 2 - Summary of Significant Accounting Policies ” to the unaudited financial statements

included in “ Part I, Item 1.

Financial Statements ”, above describes the significant accounting policies used in the

preparation of the financial statements.

Certain of these significant accounting policies and estimates have a higher degree of inherent

uncertainty and require significant judgments.

Accordingly, actual results could differ from those estimates.

To the extent

that there are differences between our estimates and actual results, our future financial statement presentation, financial condition,

results of operations and cash flows will be affected.

To the extent that there

are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of

operations and cash flows will be affected.

critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management

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Based on a critical assessment of our accounting policies

and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements

are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations.

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation

of our consolidated financial statements:

and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated

financial statements are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results

of operations.

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the

preparation of our consolidated financial statements:

Compensation - Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of

Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 718, which

requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for

an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for

the award or the vesting period.

ASC 718 also requires measurement of the cost of employee and director services received in exchange

for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50, for share-based payments to non-employees, compensation

expense is determined at the “ measurement date.

” The expense is recognized over the service period of the award.

the measurement date is reached, the total amount of compensation expense remains uncertain.

The Company initially records compensation

expense based on the fair value of the award at the reporting date.

Additionally, we used this same methodology when determining the

fair value of our restricted common stock issuances to managers and other related parties.

Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 718,

which requires recognition in the consolidated financial statements of the cost of employee and director services received in

exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services

in exchange for the award or the vesting period.

ASC 718 also requires measurement of the cost of employee and director services

received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50, for share-based payments

to non-employees, compensation expense is determined at the “ measurement date .” The expense is recognized over

the service period of the award.

Until the measurement date is reached, the total amount of compensation expense remains uncertain.

The Company initially records compensation expense based on the fair value of the award at the reporting date.

Additionally, we used

this same methodology when determining the fair value of our restricted common stock issuances to managers and other related

the Fair Value of Common Stock - We are required to estimate the fair value of the common stock underlying our stock-based

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significant analysis and judgment to develop.

– In accordance with ASC 480, the Company classifies as equity any contracts that (i) require physical settlement or net-share

settlement or (ii) gives the Company a choice of net-cash settlement in its own shares.

The Company classifies as liabilities any contracts

that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is

outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares.

- In accordance with ASC 480, the Company classifies as equity any contracts that (i) require physical settlement or

net-share settlement or (ii) gives the Company a choice of net-cash settlement in its own shares.

The Company classifies as

liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event

occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or

settlement in shares.

Company accounts for its currently issued warrants in conjunction with the Company’s ordinary shares in permanent equity.

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Issued Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial

Accounting Standards Board (“ FASB ”) that are adopted by the Company as of the

specified effective date.

If not discussed, management believes that the impact of recently issued standards, which are not yet effective,

will not have a material impact on the Company’s financial statements upon adoption.

August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) ” (“ ASU 2020-06 ”).

ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible

instruments and contracts on an entity’s own equity.

The ASU is part of the FASB’s simplification initiative, which aims

to reduce unnecessary complexity in U.S.

The ASU’s amendments are effective for fiscal years beginning after December 15,

2023, and interim periods within those fiscal years.

The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“ FASB ”) that are

adopted by the Company as of the specified effective date.

If not discussed, management believes that the impact of recently issued standards,

which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

November 2023, the FASB issued Accounting Standards Update (ASU) No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that

are regularly provided to the Chief Operating Decision Maker (“ CODM ”) and included within each reported measure of

a segment’s profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM

and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and

deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented

in the financial statements.

Early adoption is also permitted.

This ASU will likely result in us including the additional required disclosures

when adopted.

There was no material effect on the consolidated financial statements for the year ended December 31,

December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information

about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial

statements that have not yet been issued or made available for issuance.

This ASU will result in the required additional disclosures

being included in our consolidated financial statements, once adopted.

Quantitative and Qualitative Disclosures About Market Risk.

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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 7. Management’s Discussion and Analysis