What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-01 compared with 2025-03-20 · 517 added, 602 removed, 1642 unchanged (41% of the section changed)

33 unchanged sentences

Based on that evaluation, our management

has concluded that our internal control over financial reporting was effective as of December 31, 2024, with exceptions for segregation of duties over journal entries and our lack of appropriate pre and post migration

set-up/assessment.

As of the three months ending March 31, 2025, we have added procedures to review journal entries prior to posting

to the general ledger.

Additionally, we are implementing procedures to address our future potential migration to new systems, by documenting

order details and status that will be maintained internally and reviewed regularly by staff to ensure data is secured and available.

has concluded that our internal control over financial reporting was effective as of December 31, 2025, with exceptions for segregation

of duties over journal entries and our lack of appropriate pre and post migration set-up/assessment.

As of the three months ending March

31, 2025, we have added procedures to review journal entries prior to posting to the general ledger.

Additionally, we are implementing

procedures to address our future potential migration to new systems, by documenting order details and status that will be maintained

internally and reviewed regularly by staff to ensure data is secured and available.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

18 unchanged sentences

Our directors and executive officers may from time to time enter into plans or other arrangements for

the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may

represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended December 31, 2024, none of the

Company’s directors or officers (as defined in Rule 16a-1(f)) adopted

or terminated

any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) or any “ non-Rule 10b5-1 trading arrangement.

the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent

a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended December 31, 2025, none of the Company’s

directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase

or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “ non-Rule

10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

3 unchanged sentences

of February 28, 2026.

and Chief Executive Officer

“ Tony ” Isaac

Financial Officer

Operating Officer

Chairman and Chief Executive Officer

Chief Financial Officer

Lorraine D’Alessio

following is a brief description of the education and business experience of our directors and executive officers.

29 unchanged sentences

in International Economics and Finance from Brandeis University in Waltham, Massachusetts.

Cohen has served as Chief Executive Officer of the Company since October 2021, as a director from October 2021 to present, and as Chairman

from September 2022 to present.

Cohen also currently serves as a director of American International, a publicly-traded company which

was the majority owner and parent to Epiq Scripts, LLC prior to February 15, 2023, and which is the former sole owner of the Company,

having fully divested its ownership in June 2022.

Cohen served as Chief Executive Officer and President of American International

from April 2019 to March 2023.

Cohen also serves as Chief Executive Officer of Ronin Equity Partners, Inc., a private investment company,

which role he has held since August 2016.

Cohen also serves the Chief Executive Officer of Cohen Enterprises, Inc., a private investment

company, which position he has held since November 2013.

Since February 15, 2023, Mr.

Cohen has served as Chief Executive Officer of the Company since October 2021, as a director from October 2021 to present, and as

Chairman from September 2022 to present.

Cohen also currently serves as the Chief Executive Officer and Director of 1776

Acquisition Corp where he has held this position since October 2025.

Cohen also served as a director of American International,

a publicly-traded company which was the majority owner and parent to Epiq Scripts, LLC prior to February 15, 2023, and which is the

former sole owner of the Company, having fully divested its ownership in June 2022.

Cohen served as Chief Executive Officer and

President of American International from April 2019 to March 2023.

Cohen also serves as Chief Executive Officer of Ronin Equity

Partners, Inc., a private investment company, which role he has held since August 2016.

Cohen also serves as the Chief Executive

Officer of Cohen Enterprises, Inc., a private investment company, which position he has held since November 2013.

Since February 15,

Cohen has owned 51% of and controlled, Epiq Scripts.

3 unchanged sentences

well qualified to serve on the Board of Directors.

(Tony) Isaac – President and Director

(Tony) Isaac was elected as a director of the Company effective January 15, 2025.

Isaac has been a director of Alt5 Sigma (Nasdaq:

ALTS), which operates a next generation blockchain platform, since May 2015, Chief Executive Officer of Alt5 Sigma since May 2016, and

President of Alt5 Sigma since August 2024.

Isaac served as Financial Planning and Strategist/Economist of Live Ventures Incorporated

LIVE), a holding company for diversified businesses, from March 2012 to May 2015.

He is the Chairman and Co-Founder of the Isaac

Organization, a privately held investment company.

Isaac has invested in various companies, both private and public, from 1981 to the present.

His specialty is negotiation and problem-solving

in complex real estate and business transactions.

Isaac has served as a director of Live Ventures Incorporated since December 2011.

He graduated from Ottawa University in 1981, where he majored in Commerce, Business Administration, and Economics.

have concluded that Mr.

Isaac is well qualified to serve on our Board of Directors based upon his significant business experience and

public company background and knowledge.

Johnston – Chief Financial Officer

Johnston has served as Chief Financial Officer of the Company since October 2022.

Johnston also currently serves as the Chief Financial Officer and Director of 1776 Acquisition Corp, alongside

our where he has held this position since October 2025.

Since February 2015, Mr.

11 unchanged sentences

Johnston received a Bachelor’s in Science in Business Administration from the University of North Carolina Charlotte.

Hammer – Chief Operating Officer

Hammer has served as the Company’s Chief Operating Officer since May 2023 and as director of e-Commerce from October 2022 to May

Prior to that, she served in various roles with D Magazine Partners, a media/publishing company, including Chief Operating Officer

(December 2021 to September 2022);

Audience Development and Digital Operations Director (July 2019 to November 2021);

and Audience Development

Director (August 2018 to June 2019).

From February 2018 to July 2018, Mrs.

Hammer served as a Sales Consultant with Liberty Mutual insurance.

From October 2014 to October 2017, Mrs.

Hammer served as Director of Membership and Product Development at McKissock LLC, a professional

development / e-learning company.

Prior to that, from August 2008 to September 2014, she served as Training and Membership Director at

The Institute for Luxury Home Marketing, a real estate / professional association.

Hammer obtained dual Bachelor of Arts degrees

(i) with a concentration in Graphic Design, and (ii) in Communication Studies, from the University of Iowa.

She has also obtained a Negotiation

and Leadership Certificate from Harvard Law School.

She is a member of the Texas Women’s Foundation and the MetroTex Young Professionals

D’Alessio – Director

129 unchanged sentences

particularly during periods of turbulent economic and industry conditions.

Board of Directors believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership

frameworks and therefore do not materially affect its choice of structure.

Board evaluates its structure periodically, as well as when warranted by specific circumstances, in order to assess which structure is

in the best interests of the Company and its stockholders based on the evolving needs of the Company.

This approach provides the Board

appropriate flexibility to determine the leadership structure best suited to support the dynamic demands of our business.

risk oversight is an important priority of the Board of Directors.

2 unchanged sentences

The Board of Directors’

approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s

risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance

with legal responsibilities.

The directors exercise direct oversight of strategic risks to the Company.

Audit Committee reviews and assesses the Company’s processes to manage business and financial risk and financial reporting risk.

It also reviews the Company’s policies for risk assessment and assesses steps management has taken to control significant risks.

approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes,

allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and

compliance with legal responsibilities.

Board exercises direct oversight of strategic risks to us.

Our Audit Committee reviews and assesses our processes to manage business

and financial risk and financial reporting risk.

It also reviews our policies for risk assessment and assesses steps management has taken

to control significant risks.

Our Compensation Committee oversees risks relating to compensation programs and policies.

management periodically reports to our Board or the relevant committee, which provides the relevant oversight on risk assessment and

The Nominating and Corporate Governance Committee recommends the slate of director nominees for election to the Company’s

Board, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews, evaluates and recommends

changes to the Company’s corporate governance guidelines, and establishes the process for conducting the review of the Chief Executive

Officer’s performance.

the Board and its committees oversee the Company’s strategy, management is charged with its day-to-day execution.

To monitor performance

against the Company’s strategy, the Board receives regular updates and actively engages in dialogue with management.

Directorships

3 unchanged sentences

the Board of Directors, the Chairman of the Audit Committee and member of the Corporate Governance and Nominating Committee, of Addentax

(NASDAQ:ATXG) and Mr.

Isaac who serves as the CEO and Director of Alt5 Sigma (Nasdaq:

(NASDAQ:ATXG).

Trading Policy

1 unchanged sentence

officers and employees.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the

A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2024.

3 unchanged sentences

Compensation Committee and the Board have not established policies and practices (whether written or otherwise) regarding the timing

of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and do no t take

MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers.

of option grants or other awards in relation to the release of material nonpublic information (“ MNPI ”) and do no t

take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers.

does no t time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

3 unchanged sentences

membership of the Board of Directors is as follows:

“ Tony ” Isaac

Lorraine D’Alessio

of Board of Directors.

40 unchanged sentences

authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken

to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the

independent registered public accounting firm’s independence;

to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and us to assess

the independent registered public accounting firm’s independence;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

67 unchanged sentences

is a director or executive officer or with which one of our directors is otherwise affiliated.

Availability of Documents

charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and our Code of Business Conducts

and Ethics can be found on our website at https://www.mangoceuticals.com/corporate-governance .

Unless specifically stated herein,

documents and information on our website are not incorporated by reference in this Report.

of the Board of Directors and Annual Meeting

the fiscal year that ended on December 31, 2025, the Board held 35 meetings and took various other actions via the unanimous written

consent of the Board of Directors and the various committees described above.

All directors attended all of the Board of

Directors’ meetings and committee meetings relating to the committees on which each director served during fiscal year 2025.

The Company held an annual shareholders meeting on June 17, 2024, at which meetings all directors were present in person, via

teleconference or via virtual attendance.

Each director of the Company is expected to be present at annual meetings of shareholders,

absent exigent circumstances that prevent their attendance.

Where a director is unable to attend an annual meeting in person but is

able to do so by electronic conferencing, the Company will arrange for the director’s participation by means where the

director can hear, and be heard, by those present at the meeting.

Sessions of the Board of Directors

independent members of our Board of Directors meet in executive session (with no management directors or management present) from time

The executive sessions include whatever topics the independent directors deem appropriate.

Communications with the Board

shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Secretary,

Dallas Parkway, Suite 600, Dallas, Texas 75248, who, upon receipt of any communication other than one that is clearly marked

“ Confidential, ” will note the date the communication was received, open the communication, make a copy of it for our

files and promptly forward the communication to the director(s) to whom it is addressed.

Upon receipt of any communication that is clearly

marked “ Confidential, ” our Secretary will not open the communication, but will note the date the communication was

received and promptly forward the communication to the director(s) to whom it is addressed.

17130 Dallas Parkway, Suite 245, Dallas, Texas 75248, who, upon receipt of any communication other than one that is clearly marked “ Confidential, ”

will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication

to the director(s) to whom it is addressed.

Upon receipt of any communication that is clearly marked “ Confidential, ”

our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication

to the director(s) to whom it is addressed.

on Equity Ownership

1 unchanged sentence

against Hedging

The Company recognizes that hedging against losses in Company shares may

disturb the alignment between shareholders and executives that equity awards are intended to build and as such, the Company’s insider

trading policy prohibits trading in options of the Company, such as put and call options, and selling stock “short”.

Company recognizes that hedging against losses in Company shares may disturb the alignment between shareholders and executives that equity

awards are intended to build and as such, the Company’s insider trading policy prohibits trading in options of the Company, such

as put and call options, and selling stock “short”.

October 26, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive

21 unchanged sentences

The Whistleblower Policy has been reviewed and approved by the Board.

we do not have a formal policy on diversity, our Board of Directors considers diversity to include the skill set, background, reputation,

type and length of business experience of our board members as well as a particular nominee’s contributions to that mix.

of Directors believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and shareholders.

Section 16(a) Reports

5 unchanged sentences

solely on our review of copies of Section 16(a) of the Exchange Act reports filed by such persons, we believe that all filings required

to be made under Section 16(a) during the twelve months ending December 31, 2024 were timely made.

to be made under Section 16(a) during the twelve months ending December 31, 2025 were timely made, except that Lorraine D’Alessio

Kenny Myers, our independent directors, Eugene Johnston, our Chief Financial Officer, and Jacob Cohen, our Chief Executive Officer,

each inadvertently failed to timely disclose one transaction on Form 4 and as a result, each filed one Form 4 untimely and Alex P.

our independent director, inadvertently failed to timely disclose two transactions on Form 4 and as a result two Form 4s were untimely

Executive Compensation.

7 unchanged sentences

2025 or 2024 (collectively, the “ Named Executive Officers ”).

Name and Principal Position

Option Awards

All Other Compensation

Name and Principal

Other Compensation

1,464,000 (3)

1 unchanged sentence

Jonathan Arango

Former President, Secretary and Director (11)

Former President, Secretary

and Director (9)

Amanda Hammer

Former COO (10)

accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years

8 unchanged sentences

the compensation paid as an executive for the periods above.

consideration for services rendered for the Company, Mr.

Cohen was issued 200,000 shares of common stock as one time stock grant

at a price of $1.57 per share on April 10, 2025.

On September 9, 2025, Mr.

Cohen was issued an additional 500,000 shares of common

stock as a one-time stock grant at a price of $2.30 per share.

June 4, 2024, Mr.

Cohen was issued 53,333 shares of common stock as one time stock grant at a price of $5.25 per share.

August 31, 2022, in consideration for agreeing to an employment agreement with the Company, Mr.

Cohen received a sign-on bonus of

options to purchase 50,000 shares of common stock of the Company, with an exercise price of $16.50 per share, with options to purchase

50,000 shares vesting every 12 months that the agreement is in effect, beginning September 1, 2023.

The options have a term of five

September 9, 2025, Mr.

Johnston was issued 100,000 shares of common stock as one time stock grant at a price of $2.30 per share.

November 12, 2024, Mr.

Johnston was issued 25,000 shares of common stock as one time stock grant at a price of $2.47 per share.

October 3, 2023, in consideration for agreeing to a consulting agreement with the Company, Mr.

Johnston received 3,333 shares of

common stock of the Company.

The shares were valued at $12.75 per share for a total of $42,500.

June 4, 2024, Ms.

Hammer was issued 6,667 shares of common stock as one time stock grant at a price of $5.25 per share.

May 1, 2023, in consideration for agreeing to an employment agreement with the Company, Ms.

Hammer received a sign-on bonus of 5,000

shares of common stock of the Company.

The shares were valued at $15.00 per share for a total of $75,000.

Additionally, Ms.

received options to purchase 10,000 shares of common stock of the Company, with an exercise price of $16.50 per share, with options

to purchase 3,333 shares vesting every 12 months that the agreement is in effect, beginning May 1, 2024.

The options have a term

of five years.

December 28, 2023, in consideration for services rendered for the Company, Mr.

Cohen received options to purchase 83,334 shares of

common stock of the Company, with an exercise price of $4.80 per share with all options being deemed vested as of the date of grant.

The options have a term of five years.

Cohen’s employment agreement, Mr.

Cohen is provided a car allowance of $2,500 per month for a total of $30,000.

Cohen is provided a car allowance of $2,500 per month for a total of $30,000 and office

rental allowance of $7,500 per month and increased to $10,000 per month, for a total of $106,250 in 2025.

At year end December 31, 2025, the Company had overpaid the car allowance

by $20,056, reflected as due from related party on the financial statements.

as an officer and director of the Company on March 28, 2024.

as the Chief Operating Officer of the Company on October 22, 2025.

September 9, 2025, the Company granted options to purchase 2,000,000 shares of common stock of the Company, under the 2022 Plan to

Jacob Cohen, in consideration for services rendered and to be rendered to the Company as Chief Executive Officer of the Company.

The options have a term of ten years, an exercise price of $2.30 per share, which was the closing sales price of the Company’s

common stock on September 9, 2025, the grant date;

vest over 18 months with 500,000 of the options vesting upon grant and 500,000

of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr.

Cohen’s continued service

with the Company on such vesting date.

Equity Awards at Fiscal Year-End

1 unchanged sentence

in the Summary Compensation Table.

Option Awards

Stock Awards (3)

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option Exercise price

Option expiration date

Number of shares or units of stock that have not vested

Market value of shares or units of stock that have not vested

Amanda Hammer

August 31, 2022, in consideration for agreeing to an employment agreement with the Company, Mr.

Cohen received a sign-on bonus of

options to purchase 50,000 shares of common stock of the Company, with an exercise price of $16.50 per share, with options to purchase

16,667 shares vesting every 12 months that the agreement is in effect, beginning September 1, 2023.

The options have a term of five

Hammer was granted options to purchase 10,000 shares of common stock of the Company in May 2023, with an exercise price of $16.50

per share, with options to purchase 3,333 shares vesting every 12 months, subject to her continued employment.

of securities underlying unexercised options (#) exercisable

of securities underlying unexercised options (#) unexercisable

Exercise price

expiration date

of shares or units of stock that have not vested

value of shares or units of stock that have not vested

1,500,000 (1)

September 9, 2025, the Company granted options to purchase 2,000,000 shares of common stock of the Company, under the 2022 Plan to

Jacob Cohen, in consideration for services rendered and to be rendered to the Company as Chief Executive Officer of the Company.

The options have a term of ten years, an exercise price of $2.30 per share, which was the closing sales price of the Company’s

common stock on September 9, 2025, the grant date;

vest over 18 months with 500,000 of the options vesting upon grant and 500,000

of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr.

Cohen’s continued service

with the Company on such vesting date.

and Consulting Agreements

2 unchanged sentences

The agreement, which provides for Mr.

serve as our Chief Executive Officer, was effective September 1, 2022, and has a term extending through September 1, 2025, provided that

serve as our Chief Executive Officer, was effective September 1, 2022, and had a term extending through September 1, 2025, provided that

the agreement automatically renews for additional one-year terms thereafter in the event neither party provides the other at least 60

182 unchanged sentences

to $2,500 per month.

At year end December 31, 2025, the Company had overpaid the car allowance by $20,056, reflected as due from related

party on the financial statements.

December 13, 2024, we entered into an Amended and Restated Executive Employment Agreement with Jacob D.

52 unchanged sentences

Agreement to be subject to the Company’s clawback policy, to the extent applicable.

A&R Agreement also provided for Mr.

Cohen to be issued (a) 1,700,000 shares of the common stock of Mango & Peaches (representing

25.4% of Mango and Peaches’ outstanding shares of common stock);

and (b) 100 shares of a to be designated series of Series A Preferred

Stock of Mango & Peaches.

The Series A Preferred Stock shares of Mango & Peaches.

Company plans to seek ratification of the terms of the A&R Agreement as it relates to the Mango & Peaches shares issuable to

Cohen at the next meeting of shareholders of the Company.

(Tony) Isaac – President

Company entered into a Consulting Agreement with Mr.

Antonios “ Tony ” Isaac on January 15, 2025 (the “ Isaac

Consulting Agreement ”).

to the Isaac Consulting Agreement, Mr.

Isaac agreed to serve as the President of the Company and to provide services to the Company as

reasonably requested during the term of the Isaac Consulting Agreement, which is 12 months.

As consideration for the services to be provided

Isaac under the Isaac Consulting Agreement, the Company agreed to pay him $10,000 per month.

to the Isaac Consulting Agreement, we agreed to reimburse Mr.

Isaac’s expenses, subject to pre-approval for any expense greater

Isaac Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties;

(ii) with written

notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30

or (iii) by Mr.

Isaac, at any time, for any reason.

The Company may also terminate Mr.

Isaac’s position as President of the

Company at any time, for any reason, which shall not operate as a termination of the Isaac Consulting Agreement, but shall only result

in a termination of Mr.

Isaac’s role as President of the Company.

The Company may also immediately terminate the Isaac Consulting

Agreement for Cause upon written notice of termination to Mr.

Isaac, with the particular Cause being specified in such notice.

to a termination by the Company, “ Cause ” means any of the following in the Company’s reasonable judgment:

Isaac’s act or acts amounting to gross negligence or willful misconduct to the detriment of the Company;

fraud or embezzlement of funds or property, or misappropriation involving the Company’s assets, business, customers, suppliers,

or employees;

Isaac’s failure to observe or perform any covenant, condition or provision of this Agreement;

Isaac’s willful failure to comply with a lawful directive of the Company’s Board of Directors;

Isaac’s failure

to comply with any of the Company’s written policies and procedures;

Isaac’s conviction of, or plea of guilty

or nolo contendere to a felony.

Isaac Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to

customary exceptions.

Isaac is subject to certain non-solicitation covenants during the term of the agreement and for 12

months thereafter.

Isaac is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee

and/or Board of Directors.

Isaac’s compensation under the Isaac Consulting Agreement may be increased from time to time, by the Compensation Committee, or

the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended

Isaac Consulting Agreement.

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

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

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

Cohen’s employment agreement

with the Company, as amended.

the issuance of the M&P Stock, Mr.

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

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

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

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

of Mango & Peaches.

Additionally,

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

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

Cohen, Chief Executive

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

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

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

Cohen and he converts such entire Mango & Peaches Bonus into

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

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

the ownership of the Mango & Peaches Series A Shares and not factoring in any future issuances).

There is no assurance that any of

the milestones will be reached by Mango & Peaches and/or that any portion of the Mango & Peaches Bonus will vest to Mr.

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

Johnston, Chief Financial Officer

October 1, 2022, the Company entered into an offer letter with Eugene M.

Johnston (the “ Offer Letter ”).

Letter provided for Mr.

Johnston to serve as the full-time Chief Financial Officer of the Company, reporting to the Company’s Board

of Directors and Chief Executive Officer, for a term of 12 months from October 1, 2022 to September 30, 2023.

Pursuant to the Offer Letter,

the Company agreed to grant Mr.

Johnston 10,000 shares of the Company’s restricted stock which vested over a 6-month period at

the rate of 1,667 shares per month with the first 1,667 shares vesting on November 1, 2022.

Pursuant to the Offer Letter, Mr.

is eligible to participate in any of the Company’s future sponsored benefit plans, including but not limited to, health insurance

benefits, 401k, stock option or restricted stock grants, and other fringe benefits, once established, and no earlier than the first of

the month following 105 days of Johnston’s start date.

Johnston is also eligible to receive equity incentive grants or cash

bonus awards as determined by the Company’s Board (or a committee of the Board) in their sole discretion from time to time.

shares were valued at $4.20 per share for a total of $41,763.

October 1, 2023, the Company executed a Summary of Terms and Conditions with Mr.

32 unchanged sentences

not require the entry into an amended Consulting Agreement.

Hammer, Chief Operating Officer

Hammer, Former Chief Operating Officer

and effective on May 1, 2023, we entered into an Employment Agreement with Mrs.

Amanda Hammer.

The Employment Agreement provides for

The Employment Agreement provided for

Hammer to serve as Chief Operating Officer of the Company for an initial three-year term extending through May 1, 2026, provided

that the agreement automatically renews for additional one-year terms thereafter in the event neither party provides the other at least

60 days prior notice of their intention not to renew the terms of the agreement.

agreement provides for Mrs.

that the agreement was automatically renewable for additional one-year terms thereafter in the event neither party provided the other

at least 60 days prior notice of their intention not to renew the terms of the agreement.

agreement provided for Mrs.

Hammer to receive an annual salary of $150,000 per year (the “ Base Salary ”).

8 unchanged sentences

the terms of the Company’s 2022 Equity Incentive Plan.

The options are exercisable for a period of ten years and are documented

The options were exercisable for a period of ten years and are documented

by a separate option agreement entered into by the Company and Mrs.

1 unchanged sentence

to the terms of the Employment Agreement, Mrs.

Hammer’s annual compensation package includes (1) a Base Salary (described above),

Hammer’s annual compensation package included (1) a Base Salary (described above),

subject to increases from time to time in the determination of the Compensation Committee of the Board (or the Board with the recommendation

4 unchanged sentences

Board of Directors.

Hammer’s compensation under her employment agreement may be increased from time to time, by the Compensation Committee, or the

Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended

employment agreement.

Employment Agreement prohibits Mrs.

Hammer from competing against us during the term of the agreement and for a period of 12 months after

the termination of the agreement in any state and any other geographic area in which we or our subsidiaries provide Restricted Services

or Restricted Products, directly or indirectly, during the 12 months preceding the date of the termination of the agreement.

Products ” means any product that the Company or any of its subsidiaries has provided or is developing, manufacturing, distributing,

selling and/or providing at any time during the term of the Agreement, or which she obtained any trade secret or other confidential information

about at any time during the term, or which she became aware of as a result of services rendered under the Employment Agreement.

Services ” means any services that the Company or any of its subsidiaries has provided or is developing, performing and/or providing

at any time during the term of the agreement, or which she obtained any trade secret or other confidential information about at any time

during the term, or which she became aware of as a result of services rendered under the Employment Agreement.

The non-compete requirements

described in the paragraph above, as well as the restriction on Mrs.

Hammer to refrain, for a period of 12 months from the termination

date, from soliciting customers of the Company with whom Mrs.

Hammer worked during the last year of Mrs.

Hammer’s employment with

the Company and from soliciting employees of the Company to leave the employment of the Company, are defined as the “ Non-Compete

Provisions ”.

may terminate Mrs.

Hammer’s Employment Agreement (a) for “ cause ” which means (i) that Mrs.

Hammer has materially

breached any obligation, duty, covenant or agreement under the agreement, which breach is not cured or corrected within 30 days of written

notice thereof from the Company (except for breaches of the assignment of inventions or confidentiality/non-solicitation and non-compete

provisions of the agreement, which cannot be cured and for which the Company need not give any opportunity to cure);

commits any act of misappropriation of funds or embezzlement;

Hammer commits any act of fraud;

Hammer is convicted

of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or

applicable state law;

(b) in the event Mrs.

Hammer suffers a physical or mental disability which renders him unable to perform her duties

and obligations for either 90 consecutive days or 180 days in any 12-month period;

or (d) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.

The agreement also automatically

terminates upon the death of Mrs.

Hammer may terminate her employment (a) for “ good reason ” if there is (i) a material diminution in her authority,

duties, or responsibilities;

(ii) a material diminution in the authority, duties, or responsibilities or a requirement that Mrs.

report to an officer or employee of the Company rather than reporting to the Board;

(iii) a material breach by the Company of the agreement,

or (iv) a material diminution in Mrs.

Hammer’s Base Salary, in each case without her prior written consent;

provided, however,

prior to any such termination by Mrs.

Hammer for “ good reason, ” Mrs.

Hammer must first advise us in writing (within

30 days of the occurrence of such event) and provide us 30 days to cure (5 days in the event the event results to a reduction in her

salary), after which in the event we do not cure the issue leading to such “ good reason ” notice, Mrs.

Hammer has 30

days to resign for “ good reason ”);

(b) for any reason without “ good reason ”;

and (c) upon expiration

of the initial term of the agreement (or any renewal) upon notice as provided above.

Hammer’s employment is terminated due to her death or disability, Mrs.

Hammer or her estate is entitled to a lump sum cash

severance payment equal to the sum of (i) Mrs.

Hammer’s Base Salary accrued through the termination date;

(ii) any unpaid Cash

Bonus for the prior year that would have been paid had Mrs.

Hammer not been terminated prior to such payment;

and (iii) the pro rata

amount of the current year’s targeted bonus, multiplied by the number of days in such year preceding the termination date divided

Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation

Hammer upon such termination shall vest and shall be exercisable until the earlier of (A) ninety days from the date of termination

and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances.

Hammer’s employment is terminated by Mrs.

Hammer without “ good reason ” or her non-renewal of the agreement,

or by non-renewal by the Company, by the Company with cause or the Company’s non-renewal of the agreement, Mrs.

Hammer is entitled

to her Base Salary accrued through the termination date and no other benefits other than continuation of health insurance benefits on

the terms and to the extent required by COBRA, or such other similar law or regulation as may be applicable to Mrs.

Hammer or the Company

with respect to Mrs.

Additionally, any unvested stock options or equity compensation held by Mrs.

Hammer shall immediately terminate

and be forfeited (unless otherwise provided in the applicable award) and any previously vested stock options (or if applicable equity

compensation) shall be subject to terms and conditions set forth in the applicable equity agreement, as such may describe the rights

and obligations upon termination of employment of Mrs.

Hammer’s employment is terminated by Mrs.

Hammer for “ good reason ”, or by the Company without “ cause ”,

Hammer is entitled to her Base Salary accrued through the termination date and any unpaid Cash Bonus for the prior completed

calendar year that would have been paid had Mrs.

Hammer not been terminated prior to such payment, plus a lump sum cash severance payment

equal to (x) the sum of (i) an amount equal to her current annual Base Salary;

plus (ii) an amount equal to her targeted bonus for the

year containing the termination date, multiplied by (y) a fraction, (A) the numerator of which shall equal the Severance Months (defined

below), and (B) the denominator of which is 12 (the “ Severance Payment ”);

and (b) provided Mrs.

Hammer elects to receive

continued health insurance coverage through COBRA, the Company will pay Mrs.

Hammer’s monthly COBRA contributions for health insurance

coverage, as may be amended from time to time (less an amount equal to the premium contribution paid by active Company employees, if

any) for the Severance Months following the termination date (the “ Health Payment ”);

provided, however, that if at

any time Mrs.

Hammer is covered by a substantially similar level of health insurance through subsequent employment or otherwise, the

Company’s health benefit obligations shall immediately cease, and the Company shall have no further obligation to make the Health

Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation

previously granted to Mrs.

Hammer will vest immediately upon such termination and shall be exercisable by Mrs.

Hammer until the earlier

of (A) ninety (90) days from the date of termination and (B) the latest date upon which such stock options or equity would have expired

by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to

the date of the Employment Agreement.

a condition to Mrs.

Hammer’s right to receive any Severance Payment, (A) Mrs.

Hammer must execute and deliver to the Company a

written release in form and substance satisfactory to the Company, of any and all claims against the Company and all directors and officers

of the Company with respect to all matters arising out of Mrs.

Hammer’s employment, or the termination thereof (other than claims

for entitlements under the terms of the agreement or plans or programs of the Company in which Mrs.

Hammer has accrued a benefit), which

must be effective by the 60th day following her termination date;

Hammer must not have breached any of her covenants and

agreements under the Agreement relating to assignment of inventions and confidentiality, including the non-solicitation and non-compete

provisions thereof, which shall continue following the termination date.

Months ” means (a) three , in the event the period of time between the effective date and the termination date is less

than one year;

(b) six , in the event the period of time between the effective date and the termination date is one year or more,

but less than two years;

years or more, but less than three years;

and (d) twelve , in the event the period of time between the effective date and the termination

date is more than three years.

Employment Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions.

Further, Mrs.

is subject to non-solicitation covenants during the term of the agreement.

Hammer will be prohibited from competing with us while she is employed with us, she will only be prohibited from competing for twelve

months after her employment with us ends pursuant to her employment agreement.

Accordingly, Mrs.

Hammer could be in a position to use

industry experience gained while working with us to compete with us.

and effective on February 6, 2025, the Company, with the approval of the Board of Directors of the Company, with the recommendation of

7 unchanged sentences

Hammer a cash bonus of $15,000 within 30 days of the effective date of the Hammer Amendment.

Arango, Former President and Secretary

August 31, 2022, we entered into an Executive Employment Agreement with Jonathan Arango.

The agreement, which provides for Mr.

to serve as our President, Chief Operating Officer (which role he ceased serving as in May 2023) and Secretary, was effective September

1, 2022, and has a term extending through September 1, 2025, provided that the agreement automatically extended for additional one-year

terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms

of the agreement.

to the terms of the agreement, Mr.

Arango’s annual compensation package included (1) a base salary of $120,000 per year, subject

to annual increases of $30,000, each year the agreement is in place, and subject to further increases as determined in the sole discretion

of the Compensation Committee or the Board of Directors, and (2) a bonus payment to be determined in the sole discretion of the Compensation

Committee or the Board of Directors in an annual targeted amount of 200% of his base salary, subject to the compliance by Mr.

with performance goals that may be established by the Compensation Committee or the Board of Directors from time to time, provided no

goals have been established to date, and that in the absence of performance goals, the amount of such bonus would be wholly determined

in the discretion of the Compensation Committee or the Board of Directors.

Arango was also paid an automobile allowance of $1,000

per month during the term of the agreement and is eligible to participate in our stock option plan and other benefit plans.

than as discussed above, Mr.

Arango’s employment, including, but not limited to required severance and change of control payments,

was identical terms as Mr.

Cohen’s agreement discussed above.

Arango’s employment agreement terminated automatically upon his resignation from the Company on March 28, 2024.

Arango was be prohibited from competing with us while he is employed with us, he will only be prohibited from competing for 12 months

after his employment with us ends pursuant to the agreement.

Accordingly, Mr.

Arango could be in a position to use industry experience

gained while working with us to compete with us.

October 27, 2025, the Company entered into a Separation Agreement with Ms.

Hammer pursuant to which (i) Hammer’s employment with

the Company was terminated, effective October 22, 2025, and (ii) the Company agreed to pay Ms.

Hammer a separation payment consisting

of nine (9) months of pay at Ms.

Hammer’s regular compensation rate (the “ Separation Payment ”).

The Separation

Payment was paid in equal monthly installments pursuant to the Company’s regular payroll schedule, commencing November 1, 2025

and continuing for eight (8) months thereafter until paid in full (the “ Separation Agreement ”).

Pursuant to the Separation

Agreement, the Company may, at its discretion, request that Hammer provide consulting or project-based services related to her former

role or areas of expertise at an hourly rate of $86, but any such engagement will be voluntary and subject to a mutually agreed written

statement of work specifying the scope, duration, and services to be rendered.

The Separation Agreement includes a customary release

Hammer, and additional customary confidentiality, non-interference, and mutual non-disparagement provisions.

a result of the Separation Agreement, Ms.

Hammer’s Employment Agreement with the Company, dated effective May 1, 2023 and amended

as of February 6, 2025, has been terminated, effective October 22, 2025.

following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December

The compensation of our executive directors is included above under “ Executive Compensation Table.

Fees Earned or Paid in Cash

($) (1) (2)(3)(4)

24 unchanged sentences

vested on October 14, 2022, and the remaining Director Shares vest annually in two increments on each of October 14, 2023 (vested)

and 2024, subject to such directors continuing to provide services to the Company on such dates, and subject to the Restricted Stock

Award agreements entered into in order to evidence such grants.

and 2024 (vested), subject to such directors continuing to provide services to the Company on such dates, and subject to the Restricted

Stock Award agreements entered into in order to evidence such grants.

The shares were valued at $15.00 per share for a total of $75,000

per director, or $225,000 in aggregate.

June 3, 2024, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and

approval by the Board of Directors, an aggregate of 20,000 fully vested and earned shares of Company common stock under the Company’s

April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors

and approval by the Board of Directors, an aggregate of 75,000 fully vested and earned shares of Company common stock under the Company’s

Amended and Restated Mangoceuticals, Inc.

4 unchanged sentences

Hamilton received 25,000 shares of the Company’s common stock valued at $1.57 per share.

September 9, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors

and approval by the Board of Directors, an aggregate of 300,000 fully vested and earned shares of Company common stock under the

Company’s Amended and Restated Mangoceuticals, Inc.

2022 Equity Plan, in consideration as a bonus to the Company’s independent

The Plan has been registered on Form S-8 Registration Statements previously filed by the Company.

Specifically, each of

D’Alessio, Dr.

Myers and Mr.

Hamilton received 100,000 shares of the Company’s common stock valued at $2.30 per share.

specific board compensation policy has been adopted to date, however, we expect that our non-executive directors will be granted equity

4 unchanged sentences

Equity Incentive Plan

On August 31, 2022, the Board of Directors and our majority shareholders adopted the Company’s 2022 Equity Incentive Plan, which

was amended by the First Amendment thereto approved by the Board of Directors on February 26, 2024 and the shareholders on March 25, 2024.

August 31, 2022, the Board of Directors and our majority shareholders adopted the Company’s 2022 Equity Incentive Plan, which was

amended by the First Amendment thereto approved by the Board of Directors on February 26, 2024 and the shareholders on March 25, 2024.

On March 17, 2025, at a Special Meeting of the stockholders of the Company, the stockholders of the Company approved a Second Amendment

19 unchanged sentences

Evergreen Provision

Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of

common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock

which may be issued pursuant to awards under the 2022 Plan is the sum of (i) 10,000,000 shares, and (ii) an automatic increase on April

1st of each year for a period of six years commencing on April 1, 2026 and ending on (and including) April 1, 2032, in an amount equal

to the lesser of (x) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately

to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common

stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which

may be issued pursuant to awards under the 2022 Plan is the sum of (i) 10,000,000 shares, and (ii) an automatic increase on April 1st

of each year for a period of six years commencing on April 1, 2026 and ending on (and including) April 1, 2032, in an amount equal to

the lesser of (x) ten percent (10%) of the total shares of common stock of the Company outstanding on the last day of the immediately

preceding fiscal year (the “ Evergreen Measurement Date ”);

and (y) 2,000,000 shares of common stock;

provided, however, that

the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common

provided, however,

that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares

of common stock.

This is also known as an “evergreen” provision.

Notwithstanding the foregoing, no more than a total of 26,000,000 shares

of common stock (or awards) may be issued or granted under the 2022 Plan in aggregate, and no more than 26,000,000 shares of common stock

may be issued pursuant to the exercise of Incentive Stock Options.

Notwithstanding the foregoing, no more than a total of 26,000,000

shares of common stock (or awards) may be issued or granted under the 2022 Plan in aggregate, and no more than 26,000,000 shares of common

stock may be issued pursuant to the exercise of Incentive Stock Options.

an award granted under the 2022 Plan entitles a holder to receive or purchase shares of our common stock, then on the date of grant of

258 unchanged sentences

Ownership Table

following table sets forth certain information regarding the beneficial ownership of our common stock as of April 18, 2025 (the “ Date

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 15, 2026 (the “ Date

of Determination ”) by (i) each Named Executive Officer, as such term is defined above under “Item 11.

16 unchanged sentences

and (b) no person owns more than 5% of our common

Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 15110 N.

Dallas Parkway,

Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 17130 Dallas Parkway,

Suite 245, Dallas, Texas 75248.

Title of Class

Name of Beneficial Owner

Shares Beneficially

Percent Beneficial

Directors, Named Executive Officers and Executive Officers

Isaac Antonios

Amanda Hammer

Name of Beneficial

of Common Stock Shares Beneficially Owned

Named Executive Officers and Executive Officers

2,554,356 (1)

Lorraine D’Alessio

Jonathan Arango (a)

All executive officers and directors as a group (7 persons)

Greater than 5% Stockholders

Greenfield Investments, Ltd (3)

Propre Energie, Inc (4)

MAAB Global Ltd.

Less than 1%.

on March 28, 2024, Jonathan Arango resigned as a member of the Board of Directors and as President and Secretary of the Company.

Amanda Hammer**

executive officers and directors as a group (5 persons)

2,962,691 (1)

Named Executive Officer.

Based solely on the Company’s record stockholders list as of the date of this Report and without independent

investigation.

total of 1,305,000 of the outstanding shares of common stock beneficially owned by Mr.

3 unchanged sentences

Cohen is deemed to beneficially own.

33,333 shares of common stock issuable upon exercise of options to purchase shares of common stock of the Company held by Mr.

with an exercise price of $16.50 per share, and does not include options to purchase 16,667 shares of common stock which an exercise

price of $16.50 per share, which vest on September 1, 2025, and expire on August 31, 2027, and also includes options to purchase

83,333 shares of common stock with an exercise price of $4.80 per share and an expiration date of December 28, 2028.

options to purchase 3,333 shares of common stock with an exercise price of $16.50 per share and an expiration date of May 1, 2033,

and does not include options to purchase 6,667 shares of common stock with an exercise price of $16,50 per share, which vest at the

rate of 1/2 of such options on each of May 1, 2025 and 2026, which have not vested as of the Date of Determination.

Suites A201& A202 (Upstairs), Regent Village East, Grace Bay, Providenciales, Turks and Caicos Islands.

The shares held by Greenfield

Investments, Ltd may be beneficially owned by Peter M.

Karam, its Director.

The information disclosed in this footnote comes from

the Schedule 13G filed by Greenfield Investments, Ltd on January 22, 2025, and the Company has not independently confirmed such information.

12 Four Oaks Gate Toronto Ontario M4J 2X2 Canada.

The shares held by Propre Energie, Inc.

may be beneficially owned by Peter Polimeneas,

its Director.

34 Gibson Ave, Toronto, Ontario M5R 1T5.

The shares of Common Stock held by MAAB Global Ltd.

may be deemed to be beneficially owned

by Bruce Brent, its President.

Consists of 333,334 shares of Common Stock issuable, at the option of the holder, upon the conversion of $500,000 of outstanding debt

at a conversion price of $1.50 per share.

Does not include 127,600 shares of common stock issuable upon conversion of 174 shares of Series

B Preferred Stock with each share having a stated value of $1,100 and having an assumed conversion price of the floor price of $1.50 per

The 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 4.99%.

includes (i) 50,000 shares of common stock issuable upon exercise of options to purchase shares of common stock of the Company held

Cohen, with an exercise price of $16.50 per share, which expire on August 31, 2027, (ii) options to purchase 83,333 shares

of common stock with an exercise price of $4.80 per share and an expiration date of December 28, 2028, and (iii) includes options

to purchase 1,000,000 shares of common stock with an exercise price of $2.30 per share and an expiration date of September 9, 2035,

and does not include options to purchase 1,000,000 shares of common stock which vest in 500,000 option increments on March 9, 2026,

September 9, 2026 and March 9, 2027.

Also includes 50,000 shares of common stock issuable upon exercise of warrants to purchase shares

of common stock which have an exercise price of $1.815 per share and a term through July 21, 2028.

Also includes 56,023 shares of

common stock issuable upon conversion of the principal amount of a $100,000 convertible promissory note held by The Tiger Cub Trust.

Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

13 unchanged sentences

options issuable upon grants previously made under the Company’s 2022 Equity Incentive Plan, as amended, which is discussed

under “ Item 11.

Executive Compensation—2022 Equity Incentive Plan.

under “ Executive Compensation-2022 Equity Incentive Plan.

Certain Relationships and Related Transactions, and Director Independence.

14 unchanged sentences

and Sales of Securities

May 1, 2023, the Company issued Amanda Hammer, the Chief Operating Officer (COO) of the Company, 5,000 shares of commons tock under the

2022 Plan as a sign-on bonus and granted 10,000 options to purchase shares of common stock of the Company, under the 2022 Plan to Ms.

Hammer, related to her employment agreement.

The options have an exercise price of $16.50 per share, an original life of five years and

vest at the annual renewal of their employment over three years.

October 1, 2023, the Company executed a Summary of Terms and Conditions (“ Consulting Agreement ”) with Eugene M.

continuing his appointment as the Company’s Chief Financial Officer on a full-time basis for a term of 12 months.

Pursuant to the

Consulting Agreement, the Company issued Mr.

Johnston 3,333 shares of the Company’s common stock and agreed to pay $2,000 per month.

The Consulting Shares were issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan.

December 28, 2023, the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors, approved

the grant of stock options to purchase 83,333 shares of the Company’s common stock to Jacob D.

Cohen, the Company’s Chief

Executive Officer and Chairman, in consideration for services rendered to the Company.

The options were granted under the Company’s

2022 Equity Incentive Plan, and the options had a term of five years, subject in all cases to the terms and conditions of the 2022 Plan,

the award agreement entered into to evidence such grant, and Mr.

Cohen’s continued service with the Company.

The options vested

in full upon grant.

The options have an exercise price of $4.80 per share, 110% of the closing sales price of the Company’s common

stock on the NASDAQ Capital market on December 28, 2023, the date the grant was approved.

on June 3, 2024, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and

9 unchanged sentences

Amanda Hammer

Chief Operating Officer

Former Chief Operating Officer

Alex Hamilton

6 unchanged sentences

Financial Officer.

on April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and

approval by the Board of Directors, an aggregate of 200,000 fully-vested and earned shares of Company common stock under the Company’s

Second Amended and Restated Mangoceuticals, Inc.

2022 Equity Plan, as a discretionary bonus for consideration for services rendered during

Jacob Cohen, the Chief Executive Officer of the Company.

September 9, 2025, the Board of Directors of Mangoceuticals, Inc.

(the “ Company ”), with the recommendation of the

Compensation Committee of the Board of Directors, approved the grant of:

shares of common stock of the Company to Jacob D.

Cohen, the Chief Executive Officer of the Company, as a bonus in consideration

for services rendered to the Company as Chief Executive Officer of the Company during 2025, under and pursuant to the Second Amended

and Restated Mangoceuticals, Inc.

2022 Equity Plan (the “ Plan ”);

to purchase 2,000,000 shares of common stock of the Company to Mr.

Cohen (the “ Options ”), in consideration for

services rendered and to be rendered to the Company as Chief Executive Officer of the Company, under the Plan ;

shares of common stock of the Company to Eugene M.

Johnston, the Chief Financial Officer of the Company, as a bonus in consideration

for services rendered to the Company as Chief Financial Officer during 2025, under and pursuant to the Plan;

shares of common stock of the Company to Kenny Myers, a member of the Board of Directors of the Company, in consideration for services

rendered to the Company as a non-executive member of the Board of Directors during 2025, under and pursuant to the Plan;

shares of common stock of the Company to Alex Hamilton, a member of the Board of Directors of the Company, in consideration for services

rendered to the Company as a non-executive member of the Board of Directors during 2025, under and pursuant to the Plan;

shares of common stock of the Company to Lorraine D’Alessio, a member of the Board of Directors of the Company, in consideration

for services rendered to the Company as a non-executive member of the Board of Directors during 2025, under and pursuant to the Plan.

shares described above vested to each recipient immediately upon issuance.

The Options have a term of ten years, an exercise price of

$2.30 per share, which was the closing sales price of the Company’s common stock on September 9, 2025, the grant date;

18 months with 500,000 of the Options vesting upon grant and 500,000 of the Options vesting on the 6th, 12th, and 18th month anniversaries

of the grant date, subject to Mr.

Cohen’s continued service with the Company on such vesting date;

and vest in full upon any termination

Cohen by the Company without cause, or by Mr.

Cohen for good reason, or upon a change of control of the Company.

Party Agreements

34 unchanged sentences

of a new product category, and 3,334 shares upon the Company’s successful launch of a second and additional new product category,

in each case prior to the 18-month anniversary of the applicable agreement, all of which shares have vested to date The shares issued

in each case prior to the 18-month anniversary of the applicable agreement, all of which shares have vested to date.

The shares issued

to Helfrich and Baker vest at the rate of 667 shares upon entry into the agreement, 500 shares upon the Company’s successful launch

1 unchanged sentence

in each case prior to the 18-month anniversary of the applicable agreement.

Any shares not vested by the eighteen-month anniversary of

the applicable agreement are forfeited.

The agreement contains customary confidentiality and non-solicitation provisions.

were valued at $15.00 per share for a total of $350,000.

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

Cohen as part of an exchange transaction,

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

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

As a result, Epiq Scripts is currently

51% owned by Mr.

Cohen, our Chairman and Chief Executive Officer.

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

The agreements contain customary confidentiality and non-solicitation

The shares were valued at $15.00 per share for a total of $350,000.

September 15, 2023, we entered into a Consulting Agreement with Epiq Scripts.

64 unchanged sentences

with Epiq Scripts, LLC, which is 51% owned by Jacob Cohen, the Company’s Chief Executive Officer and Chairman, and the Chief Executive

Officer and sole director of Mango & Peaches Corp., the Company’s current wholly-owned subsidiary (provided that the Company

has agreed to issue Mr.

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

outstanding shares of common stock);

and (b) 100 shares of Series A Super Majority Voting Preferred Stock of Mango & Peaches, which

will have the right to vote fifty-one percent (51%) of the total vote on all Mango & Peaches shareholder matters).

Officer and sole director of Mango & Peaches Corp., the Company’s current subsidiary.

to the Epiq Scripts Assignments, the Company assigned all of its rights under (1) a September 1, 2022, Master Services Agreement, as

6 unchanged sentences

any liability under such agreements after the assignment date.

the years ended December 31, 2024 and 2023, the Company acquired computers and office equipment totaling $0 and $3,519, respectively.

Depreciation for the years ended December 31, 2024 and 2023 was $2,256 and $28,752, respectively.

On May 15, 2024, the Company disposed

of $119,819 of equipment to Epiq Scripts.

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

Agreements with PHX

September 6, 2022, we entered into a Consulting Agreement with PHX Global, LLC (“ PHX ”), which is owned by Peter “ Casey ”

Jensen, who was a member of the Board of Directors of American International.

Pursuant to the Consulting Agreement, PHX agreed to provide

consulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which was

for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach

30 days after written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued PHX

3,333 shares of restricted common stock.

November 7, 2023, we renewed the Consulting Agreement with PHX.

Pursuant to the Consulting Agreement, PHX agreed to provide consulting

and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for 12 months,

unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after

written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued PHX 13,333 shares

of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued

at $7.05 per share for a total of $94,000.

April 25, 2024, the Company amended its Consulting Agreement with PHX dated November 7, 2023 whereby the Company agreed to issue PHX

an additional 13,333 shares of restricted common stock.

The additional 13,333 shares were issued under, and subject to the terms of,

the Company’s 2022 Equity Incentive Plan.

The shares were valued at $4.20 per share for a total of $56,000.

September 27, 2024, we extended a Consulting Agreement with PHX.

Pursuant to the Consulting Agreement, PHX agreed to provide consulting

and general business advisory services as reasonably requested by the Company during the term of the agreement, which was for six months,

unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after

written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued PHX 13,333 shares

of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued

at $3.60 per share for a total of $48,000.

May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the “ Settlement ”) between

the Company, Jacob D.

Cohen, the Company’s Chief Executive Officer and Chairman and 1800 Diagonal Lending, LLC (“ 1800

Pursuant to the Settlement and in consideration for general releases of all parties, and the dismissal of a lawsuit

with prejudice, pursuant to which 1800 Diagonal has made claims against the Company and Mr.

Cohen, the Company agreed to issue 1800 Diagonal

62,500 shares of restricted common stock of the Company (the “ Settlement Shares ”).

The Settlement Agreement was entered

into following a mediation between the parties.

Johnston CFO Agreement

March 20, 2026 and effective on October 1, 2025, the Company entered into a Consulting agreement with Mr.

Johnston, the Company’s

Chief Financial Officer, pursuant to which Mr.

Johnston agreed to serve as the Chief Financial Officer of the Company and to provide

services to the Company as reasonably requested during the term of the Consulting Agreement, which is 12 months.

As consideration for

the services to be provided by Mr.

Johnston under the Consulting Agreement, the Company agreed to pay him (a) $4,000 per month and increasing

to $6,000 per month effective March 1, 2026;

Pursuant to the Consulting Agreement, we agreed to reimburse Mr.

Johnston’s expenses,

subject to pre-approval for any expense greater than $500.

The Consulting Agreement may be terminated prior to the end of the term (i)

with the mutual approval of the parties;

(ii) with written notice by the non-breaching party, upon the breach of the agreement by the

other party, and the failure to cure such breach within 30 days;

or (iii) by Mr.

Johnston, at any time, for any reason.

Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to customary

Johnston is subject to certain non-solicitation covenants during the term of the agreement and for 12 months

Johnston is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation

Committee and/or Board of Directors.

Johnston’s compensation under the Consulting Agreement may be increased from time to time,

by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do

not require the entry into an amended Consulting Agreement.

Service Agreements

51 unchanged sentences

on behalf of the Company.

Service Agreement continues in effect through October 15, 2025, but may be terminated earlier with 45 days’ notice from the Company

Service Agreement continued in effect through October 15, 2025, but may be terminated earlier with 45 days’ notice from the Company

to Greentree, provided that in the event the Company terminates the agreement prior to the end of the Term, the entire cash fee due during

2 unchanged sentences

regard to certain matters.

his personal consulting agreement.

Johnston does not receive any compensatory benefit from the agreement with Greentree.

personal compensation is separately disclosed above and in Item 11 — Executive Compensation.

The Company’s Audit Committee

has reviewed and approved both the Greentree service agreements and Mr.

Johnston’s personal consulting arrangement on arms-length

& Peaches Agreements

10 unchanged sentences

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

Cohen, as discussed in greater detail below under “ Item 11.

Executive Compensation ”—“ Employment

and Consulting Agreements ”— “ Jacob D.

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

agreed to issue Mr.

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

then outstanding shares of common stock);

and (b) 100 shares Series A Super Majority Voting Preferred Stock of Mango & Peaches, discussed

in greater detail below, which issuances are subject to shareholder approval, which shareholder approval the Company expects to solicit

from shareholders in the near future.

Cohen, as discussed in greater detail under “ Item 11.

Executive Compensation ”—“ Employment and Consulting

Agreements ”—“ Jacob D.

Cohen, Chief Executive Officer ”, pursuant to which the Company agreed to issue

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

detail below).

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

3 unchanged sentences

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

Assets, before the Contribution Effective Date;

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

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

Assets, after the Contribution Effective Date.

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

effective December 15, 2024.

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

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

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

the Contributed Assets, after the Contribution Effective Date.

The Contribution Agreement and the contribution and assumption provided

for therein was effective December 15, 2024.

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

2 unchanged sentences

The Series A Designation designated 100

shares of Series A Preferred Stock, the rights of which are discussed in greater detail above under:

Business—Overview—Parent

Subsidiary Contribution Agreement ”.

is anticipated that the 100 designated shares of Series A Preferred Stock of Mango & Peaches will be issued to Jacob Cohen, the Chief

Executive Officer of the Company, pursuant to the terms of his Amended and Restated Executive Employment Agreement with the Company as

discussed above under “ Item 11.

Executive Compensation ”—” Employment and Consulting Agreements ”—

Cohen, Chief Executive Officer ”.

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

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

No dividend, liquidation,

redemption or conversion rights;

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

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

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

Peaches with or without a meeting) equal to fifty-one percent (51%) of the total vote, and that so long as Series A Super Majority Voting

Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all

outstanding shares of Series A Super Majority Voting Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision

of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations

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

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

privileges, preferences or limitations of the Series A Super Majority Voting Preferred Stock;

or (iv) amend, alter or repeal any provision

of the Series A Designation (except in connection with certain non-material technical amendments).

Additionally, subject to the rights

of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Super Majority Voting

Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by

law) of the holders of a majority of the then outstanding shares of Series A Super Majority Voting Preferred Stock, voting together as

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

A Super Majority Voting Preferred Stock;

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

Majority Voting Preferred Stock;

Voting Preferred Stock;

(d) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares

into shares of Series A Super Majority Voting Preferred Stock;

or (e) alter or change the rights, preferences or privileges of the shares

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

in the Series A Designation.

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

Stock to Jacob Cohen, the Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches,

which was due pursuant to the terms of Mr.

Cohen’s employment agreement with the Company, as amended.

the issuance of the M&P Stock, Mr.

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

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

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

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

of Mango & Peaches.

Additionally,

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

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

Cohen, Chief Executive

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

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

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

Cohen and he converts such entire Mango & Peaches Bonus into

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

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

the ownership of the Mango & Peaches Series A Shares and not factoring in any future issuances).

There is no assurance that any of

the milestones will be reached by Mango & Peaches and/or that any portion of the Mango & Peaches Bonus will vest to Mr.

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

Global Agreement

9 unchanged sentences

Party Loans and Advances

December 10, 2021 and March 18, 2022, the Company received advances of $39,200 and $50,000, respectively, for a total of $89,200 from

its previous majority shareholder, American International, in order to cover various general and administrative expenses.

owed to American International was $39,200 as of December 31, 2021.

Imputed interest equal to 8% per annum, or $181, was recorded against

the related party advance as of December 31, 2021.

Other than the imputed interest discussed above, the advances bear no interest and

are due on demand upon the Company’s ability to repay the advances from either future revenues or investment proceeds.

to the terms of the June 16, 2022, Securities Purchase Agreement discussed above, on June 16, 2022, Cohen Enterprises also acquired the

right to be repaid the $89,200 advanced from American International to the Company.

As of December 31, 2022, the total unpaid amount

of the advance totaled $89,200 and as of December 31, 2024 and 2023, the amount had been repaid in full.

June 29, 2022, the Company received an advance of $25,000 from Cohen Enterprises in order to cover various general and administrative

The Company repaid Cohen Enterprises $25,000 on August 18, 2022, bringing the total amount owed to Cohen Enterprises to $89,200

as of December 31, 2022.

The Company paid Cohen Enterprises $89,200 on April 4, 2023, bringing the total amount owed to Cohen Enterprises

to $0 as of December 31, 2023.

The Company further recorded a credit of $6,473 towards imputed interest, as other income (previously

calculated at a rate of 8% per annum) against the related party advances for the year ended December 31, 2023.

March 1, 2024, the Company borrowed $37,500 from Ronin Equity Partners, which is owned and controlled by Jacob D.

Cohen, the Company’s

Chief Executive Officer and Chairman.

The amount borrowed is payable on demand and does not accrue interest.

March 18, 2024, the Company borrowed $50,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D.

6 unchanged sentences

The amount borrowed is payable on demand and does not accrue interest.

October 7, 2024, the Company repaid $37,500 that was borrowed from Ronin Equity Partners, which is owned and controlled by Jacob D.

the Company’s Chief Executive Officer and Chairman of the Board of Directors.

The amount borrowed did not accrue interest.

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

22 unchanged sentences

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

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

detail above.

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.

Company’s Chairman and Chief Executive Officer, Jacob D.

1 unchanged sentence

of the Company to cover various general and administrative expenses.

Cohen has been repaid a total of $1,153,674 as of the date of

this Report for Company purchases made on his personal credit card.

Cohen has been repaid a total of $1,153,674 as of the

date of this Report for Company purchases made on his personal credit card.

Approval and Ratification of Related Party Transactions

37 unchanged sentences

independent public accounting firm is Turner, Stone & Company, L.L.P., Dallas, Texas, PCAOB Auditor ID 76.

following table sets forth the fees billed by our principal independent accountant, Turner, Stone & Company, L.L.P., for the twelve

months ended December 31, 2024, and 2023, for the categories of services indicated.

following table sets forth the fees billed by our principal independent accountant, Turner, Stone & Company, L.L.P., for the year ended December 31, 2025, and 2024, for the categories of services indicated.

December 31, 2025

December 31, 2024

Audit Related Fees

All Other Fees

Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and

9 unchanged sentences

Our board of directors

pre-approved all services, audit and non-audit, provided to us by Turner, Stone & Company, L.L.P., for the year ended December 31,

pre-approved all services, audit and non-audit, provided to us by Turner, Stone & Company, L.L.P., for the years ended December 31,

2025, and 2024.

10 unchanged sentences

Financial Statement Schedules:

Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present

in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial

statements and notes thereto included in this Form 10-K.

Exhibits required by Item 601 of Regulation S-K

10 unchanged sentences

Certificate of Designations of Mango & Peaches Corp., Establishing the Designations, Preferences, Limitations, and Relative Rights of Its Series A Super Majority Voting Preferred Stock, filed with the Secretary of State of Texas on January 9, 2025

Certificate of Designations, Preferences and Rights of 6% Series B Convertible Preferred Stock of Mango & Peaches Corp., filed with the Secretary of State of Texas on July 3, 2025

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 2025

Bylaws of Mango & Peaches, Inc.

10 unchanged sentences

and the holders thereof (December 2024 Offering)

Form of Common Stock Purchase Warrant – Unit Offering (May 2025)

Common Stock Purchase Warrant to purchase 275,482 shares of common stock, issued to Indigo Capital LP dated May 27, 2025

Common Stock Purchase Warrant to purchase 50,000 shares of common stock, issued to Tiger Cub Trust dated July 21, 2025

Form of Pre-Funded Common Stock Purchase Warrant dated December 18, 2025

Form of Common Stock Purchase Warrant dated December 18, 2025

Description of the Registrant’s Securities

1 unchanged sentence

and Cohen Enterprises, Inc., dated June 16, 2022

Form of Subscription Agreement (2022 Private Placement)

Physician Services Agreement dated August 1, 2022, between Mangoceuticals, Inc.

6 unchanged sentences

Cohen (750,000 option shares)

Consulting Agreement dated September 15, 2022, between Mangoceuticals, Inc.

and Hsiaoching Chou

Offer Letter dated October 1, 2022 entered into between Mangoceuticals, Inc.

and Eugene M.

Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc.

11 unchanged sentences

Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc.

and DojoLabs Group, Inc.

Advisor Agreement dated January 6, 2023, between Manoletinas, Inc.

Advisor Agreement dated January 6, 2023, between Mangoceuticals, Inc.

and Jarrett Boon

Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc.

and Sultan Haroon

5 unchanged sentences

and Maja Matthews

Secured Installment Promissory Note dated November 18, 2022, between Mangoceuticals, Inc.

and BPI Equipment, Inc.

Employment Agreement dated and effective May 1, 2023, by and between Mangoceuticals, Inc.

9 unchanged sentences

and Eugene M.

Advisor Agreement dated November 1, 2023, between Mangoceuticals, Inc.

Douglas Christianson

Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated November 1, 2023 between Mangoceuticals, Inc.

63 unchanged sentences

2022 Equity Incentive Plan

Master Distribution Agreement dated March 24, 2025, between Navy Wharf, Ltd, as supplier, and Mangoceuticals, Inc., as distributor

Form of Securities Purchase Agreement dated April 11, 2025, relating to the sale of 100 shares of Series B Convertible Preferred Stock

Promissory Note dated April 15, 2025, evidencing $500,000 owed by Mangoceuticals, Inc.

to Indigo Capital LP

Intellectual Property Purchase Agreement dated April 24, 2025, by and between Mangoceuticals, Inc., as purchaser and Smokeless Technology Corp., as seller

Consulting Agreement dated April 24, 2025, between Mangoceuticals, Inc.

and Strategem Solutions, Inc.

First Amendment to Amended and Restated Executive Employment Agreement dated April 24, 2025 and effective April 1, 2025, by and between Mangoceuticals, Inc.

and Jacob Cohen

Promissory Note dated May 2, 2025 in the principal amount of $100,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender

Master Distribution Agreement dated May 14, 2025, between PrevenTech Solutions, LLC, as distributor, and Mangoceuticals, Inc., as supplier

Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc.

and ArcStone Securities and Investments Corp.

Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc.

and Smokeless Technology Corp.

Mutual Rescission and Release Agreement dated May 22 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc.

and Strategem Solutions Inc.

Form Common Stock Subscription Agreement – Unit Offering (May 2025)

Agreement to Amend Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc.

and Indigo Capital LP

Amended and Restated Convertible Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc., as borrower, and Indigo Capital LP, as holder

Agreement to Amend Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc.

and to Tiger Cub Trust

Amended and Restated Convertible Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc., as borrower, and to Tiger Cub Trust, as holder

Mutual Rescission and Release Agreement dated and effective July 30, 2025, by and between Mangoceuticals, Inc.

and Navy Wharf, Ltd.

Form of Common Stock Subscription Agreement – Common Stock Offering (August 2025 Private Offering)

Second Amended and Restated Mangoceuticals, Inc.

2022 Equity Incentive Plan

Mangoceuticals, Inc.

2022 Equity Incentive Plan Stock Option Agreement dated September 9, 2025 – Jacob Cohen – 500,000 shares

Lease Agreement dated as of October 27, 2025 by and between SVHQ, LLC, as Landlord, and Mangoceuticals, Inc., as Tenant

Separation Agreement dated as of October 27, 2025 by and between Mangoceuticals, Inc.

and Amanda Hammer

Promissory Note dated December 4, 2025 in the principal amount of $75,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender

Master Services Agreement by and between Mango DAT, LLC and Cube Operations LLC, dated as of December 17, 2025

Order Form by and between Mango DAT, LLC and Cube Operations LLC, dated as of December 17, 2025

Securities Purchase Agreement dated December 18, 2025, between Mangoceuticals, Inc.

and the Purchaser(s) party thereto

Placement Agency Agreement dated December 18, 2025, between Mangoceuticals, Inc.

and Aegis Capital Corp.

Registration Rights Agreement dated December 18, 2025, between Mangoceuticals, Inc.

and the Purchaser(s) party thereto

Mangoceuticals, Inc.

Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 2026

Code of Business Conduct and Ethics

Letter from M&K CPAS, PLLC to the U.S.

Securities and Exchange Commission dated January 26, 2023, from M&K CPAS, PLLC

Mangoceuticals, Inc.

35 unchanged sentences

Exhibit so furnished.

Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant

to Item 601(a)(6) of Regulation S-K.

Form 10–K Summary.

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

Mangoceuticals, Inc.

Mangoceuticals,

March 31, 2026

10 unchanged sentences

Executive Officer and Chairman

March 20, 2025

Executive Officer)

Financial Officer

March 20, 2025

Financial/Accounting Officer)

Antonios “ Tony ” Isaac

March 20, 2025

“ Tony ” Isaac

Lorraine D’Alessio

March 20, 2025

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 9A. Controls and Procedures