MANGOCEUTICALS, INC. 10-K

Item 8. Financial Statements and Supplementary Data. MANGOCEUTICALS, INC. TABLE OF CONTENTS TO FINANCIAL STATEMENTS Page Index to Financial Statements Report of Independent Registered Public Accounting Firm (ID # 76 ) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations and Comprehensive L oss F-3 Consolidated Statements of Changes in Shareholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 96 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Mangoceuticals, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mangoceuticals, Inc. and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for the years then ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has suffered significant losses from operations, has an accumulated deficit and negative cash flows from operations, and requires additional capital to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Turner, Stone & Company, L.L.P. Turner, Stone & Company, L.L.P. We have served as the Company’s auditor since 2023. Dallas, Texas March 31, 2026 Turner, Stone & Company, L.L.P. Accountants and Consultants 12700 Park Central Drive, Suite 1400 Dallas, Texas 75251 Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665 Toll Free: 877-853-4195 Web site: turnerstone.com INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDIT F- 1 Mangoceuticals, Inc. and Subsidiaries Consolidated Balance Sheets (Audited) December 31, 2025 December 31, 2024 CURRENT ASSETS Cash and cash equivalents $ 1,486,338 $ 58,653 Prepaid expenses 7,021 - Prepaid expenses - related party 120 - Prepaid expenses 120 - Deposits 33,899 16,942 Due from related party 20,056 - TOTAL CURRENT ASSETS 1,547,434 75,595 NON-CURRENT ASSETS Property and equipment, net of accumulated depreciation of $ 1,012 and $ 2,256 1,794 2,806 Right of use - asset 307,861 59,493 Intangible assets - acquired patents and license, net of amortization and impairment 14,232,484 15,232,617 TOTAL NON-CURRENT ASSETS 14,542,139 15,294,916 TOTAL ASSETS $ 16,089,573 $ 15,370,511 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities 416,682 837,501 Payroll tax liabilities 9,421 - Notes payable - 150,000 Right-of-use liability - operating lease 307,823 64,962 Other liabilities - patent purchase payable 156,642 373,000 Other liabilities - - TOTAL CURRENT LIABILITIES 890,568 1,425,463 TOTAL LIABILITIES 890,568 1,425,463 COMMITMENTS AND CONTINGENCIES (SEE NOTE 11) STOCKHOLDERS’ EQUITY Series B Convertible Preferred stock, (par value $ 0.0001 ), 6,000 shares authorized, 50 and 2,770 shares were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively - - Series C Convertible Preferred stock, (par value $ 0.0001 ), 6,250,000 shares authorized, 980,000 and 980,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 98 98 Preferred stock, value 98 98 Common stock (par value $ 0.0001 ), 200,000,000 shares authorized, of which 15,888,795 and 3,245,641 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 1,589 325 Stock warrants 324,288 324,288 Subscription receivable - ( 1,150,000 ) Additional paid in capital 55,524,812 34,785,749 Accumulated deficit ( 40,647,480 ) ( 20,004,486 ) Accumulated other comprehensive loss ( 2,760 ) ( 9,845 ) TOTAL STOCKHOLDERS’ EQUITY 15,200,547 13,946,129 Non-controlling interest ( 1,542 ) ( 1,081 ) TOTAL STOCKHOLDERS’ EQUITY 15,199,005 13,945,048 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 16,089,573 $ 15,370,511 The accompanying notes are an integral part of these consolidated financial statements. F- 2 Mangoceuticals, Inc. and Subsidiaries Consolidated Statements of Operations (Audited) For The Year For The Year Ended Ended December 31, 2025 December 31, 2024 Revenues Revenues $ 456,021 $ 615,873 Cost of revenues 54,422 93,296 Cost of revenues - related party 151,213 142,613 Gross profit 250,386 379,964 Operating expenses General and administrative expenses 3,756,373 3,000,571 Salary and benefits 1,348,051 1,063,781 Advertising and marketing 822,860 1,478,663 Investor relations 1,561,206 453,749 Stock based compensation 10,794,245 2,355,193 Total operating expenses 18,282,735 8,351,957 Loss from operations ( 18,032,349 ) ( 7,971,993 ) Other (income) expense Interest expense 103,513 13,700 Amortization of intangible assets 1,122,639 721,533 Impairment of license agreement 1,239,942 Loss from settlement 125,624 - Loss from debt extinguishment - related parties 19,388 - Total other (income) expense 2,611,106 735,233 Loss before income taxes ( 20,643,455 ) ( 8,707,226 ) Income taxes - - Net loss ( 20,643,455 ) ( 8,707,226 ) Net loss attributed to non-controlling interest ( 461 ) ( 1,081 ) Net loss attributed to Mangoceuticals, Inc. ( 20,642,994 ) ( 8,706,145 ) Basic and diluted loss per share Basic and diluted loss per share $ ( 2.17 ) $ ( 4.80 ) Weighted average number of shares outstanding Basic and diluted 10,071,609 1,978,966 Basic and diluted loss per share calculation Preferred stock dividend requirements 1,176,000 802,109 Net loss attributed to Mangoceuticals, Inc. common stockholders $ ( 21,818,994 ) $ ( 9,508,254 ) The accompanying notes are an integral part of these consolidated financial statements. F- 3 Mangoceuticals, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (Audited) For The Year For The Year Ended Ended December 31, 2025 December 31, 2024 Net loss $ ( 20,643,455 ) $ ( 8,707,226 ) Other comprehensive income (loss) Foreign currency translation adjustments ( 2,760 ) ( 9,845 ) Comprehensive loss ( 20,646,215 ) ( 8,717,071 ) Less comprehensive loss attributed to non-controlling interest ( 1,542 ) ( 1,081 ) Comprehensive loss attributable to Mangoceuticals, Inc. stockholders $ ( 20,644,673 ) $ ( 8,715,990 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 Mangoceuticals, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2025 and 2024 (Audited) Shares Amount Shares Amount Shares Amount Warrants Receivable Capital Deficit Loss Interest Equity Preferred B Stock Preferred Stock C Common Stock Stock Subscriptions Additional Paid-in Accumulated Accumulated Comprehensive Non-Controlling Stockholders’ Shares Amount Shares Amount Shares Amount Warrants Receivable Capital Deficit Loss Interest Equity Balance, December 31, 2023 - $ - - $ - 1,427,967 148 $ - $ - $ 12,002,779 $ ( 11,228,173 ) $ - $ - $ 774,754 Issuance of preferred stock B for cash 3,800 - - - - - 324,288 ( 1,150,000 ) 3,475,712 - - - 2,650,000 Issuance of preferred stock C for patent acquisition - - 980,000 98 - - - - 14,209,902 - - - 14,210,000 Issuance of common stock for services - - - - 554,154 57 - - 2,106,208 - - - 2,106,265 Issuance of common stock for cash - - - - 345,000 34 - - 1,327,989 - - - 1,328,023 Issuance of common stock for IP purchase - - - - 515,000 52 - - 1,344,098 1,344,150 Conversion of preferred stock B for common stock ( 1,030 ) - - - - - - - ( 1,133,000 ) - - - ( 1,133,000 ) Issuance of common stock for conversion of preferred stock B - - - - 374,393 38 - - 1,132,962 - - - 1,133,000 Options vested for services - - - - - - - - 248,682 - - - 248,682 Preferred stock B dividend in common stock - - - - 28,067 3 - - 70,165 ( 70,168 ) - - - Reverse stock split rounding adjustment - - - - 1,060 ( 7 ) - - 252 - - - 245 Translation adjustment - - - - - - - - - - ( 9,845 ) - ( 9,845 ) Net loss - - - - - - - - - ( 8,706,145 ) - ( 1,081 ) ( 8,707,226 ) Balance December 31, 2024 2,770 $ - 980,000 $ 98 3,245,641 $ 325 $ 324,288 $ ( 1,150,000 ) $ 34,785,749 $ ( 20,004,486 ) $ ( 9,845 ) $ ( 1,081 ) $ 13,945,048 Balance 2,770 $ - 980,000 $ 98 3,245,641 $ 325 $ 324,288 $ ( 1,150,000 ) $ 34,785,749 $ ( 20,004,486 ) $ ( 9,845 ) $ ( 1,081 ) $ 13,945,048 Collection of subscriptions receivable - - - - - - - 1,150,000 - - - - 1,150,000 Issuance of common stock for services - - - - 4,930,454 493 10,716,199 - - - 10,716,692 Issuance of common stock for cash - - - - 2,877,854 288 - - 4,625,062 - - - 4,625,350 Exercise of pre-funded warrants for cash - - - - 500,000 50 - - ( 45 ) - - - 5 Warrants exercised cash - - - - 618,000 62 - - 926,938 - - - 927,000 Cashless warrants exercised - - - - 224,981 23 - - ( 23 ) - - - - Issuance of common stock for master service agreement - - - - 1,650,000 165 - - 6,712,835 - - - 6,713,000 Cancellation of common stock for rescinded master distributor agreement ( 1,000,000 ) ( 100 ) - - ( 4,749,900 ) - - - ( 4,750,000 ) Issuance of preferred stock B for cash 100 - - - - - - - 100,000 - - - 100,000 Issuance of common stock for debt settlement - - - - 333,333 33 - - 499,967 - - - 500,000 Issuance of common stock for debt - - - - 493,333 49 - - 739,951 - - - 740,000 Conversion of preferred stock B for common stock ( 2,820 ) - - - - - - - ( 3,102,012 ) - - - ( 3,102,012 ) Issuance of common stock for conversion of preferred stock B - - - - 2,015,199 201 - - 3,101,811 - - - 3,102,012 Options vested for services - - - - - - - - 1,168,280 - - - 1,168,280 Translation adjustment - - - - - - - - - - 7,085 - 7,085 Net loss - - - - - - - - - ( 20,642,994 ) - ( 461 ) ( 20,643,455 ) Balance, December 31, 2025 50 $ - 980,000 $ 98 15,888,795 $ 1,589 $ 324,288 $ - $ 55,524,812 $ ( 40,647,480 ) $ ( 2,760 ) $ ( 1,542 ) $ 15,199,005 Balance 50 $ - 980,000 $ 98 15,888,795 $ 1,589 $ 324,288 $ - $ 55,524,812 $ ( 40,647,480 ) $ ( 2,760 ) $ ( 1,542 ) $ 15,199,005 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Mangoceuticals, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Audited) For The Year Ended For The Year Ended December 31, 2025 December 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 20,643,455 ) $ ( 8,707,226 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,012 9,936 Issuance of common stock for services 10,716,692 2,106,265 Options vested for stock-based compensation 1,168,280 248,682 Loss on sale of assets - 18,387 Amortization of intangible assets 1,122,639 721,533 Amortization of license agreement 600,552 - Operating lease right of use asset 68,539 59,769 Inventory obsolescence - 18,501 Loss from settlement 125,624 - Loss from debt extinguishment – related parties 19,388 - (Increase) decrease in operating assets: Due from related party ( 20,056 ) - Impairment of license agreement 1,239,942 - Prepaid expenses - related party ( 120 ) 60,953 Prepaid expenses ( 7,021 ) - Deposits ( 16,957 ) - (Decrease) increase in operating liabilities: Accounts payable and accrued liabilities 55,669 696,736 Accrued liabilities - related parties - ( 63,717 ) Operating lease right-of-use liabilities ( 74,046 ) ( 6,595 ) Payroll tax liabilities 9,421 - Other liabilities ( 216,358 ) ( 27,000.00 ) NET CASH USED IN OPERATING ACTIVITIES ( 5,850,255 ) ( 4,863,776 ) CASH FLOWS FROM INVESTING ACTIVITIES: Sale of assets - 65,000 NET CASH PROVIDED BY(USED IN) INVESTING ACTIVITIES - 65,000 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings on notes payable 500,000 150,000 Proceeds from borrowings on notes payable - related parties 175,000 - Proceeds from sales of common stock 4,625,355 1,328,268 Proceeds from sales of series B convertible preferred stock 100,000 2,650,000 Proceeds from exercise of warrants 927,000 - Collection of subscriptions receivable 1,150,000 - Repayment of borrowings on notes payable - related parties ( 206,500 ) - NET CASH PROVIDED BY FINANCING ACTIVITIES 7,270,855 4,128,268 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS End of period 1,420,600 ( 670,508 ) CASH AND CASH EQUIVALENTS: Beginning of period 58,653 739,006 Effects of currency translation on cash and cash equivalents 7,085 ( 9,845 ) End of period $ 1,486,338 $ 58,653 Supplemental disclosure of cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - $ - $ - Supplemental schedule of non-cash investing and financing activities: Right of use assets acquired under new operating leases $ 316,907 $ - Issuance of common stock for license agreement $ 1,963,000 $ - Issuance of common stock for patent acquisition $ - $ 1,344,150 Issuance of Series C Convertible Preferred for patent acquisition $ - $ 14,210,000 Issuance of common stock for payment of Preferred B dividend $ - $ 70,168 Issuance of common stock for settlement of debt settlement $ 590,000 $ - Issuance of common stock for settlement of note payable $ 500,000 $ - Issuance of common stock for settlement of note payable - related parties $ 150,000 $ - Issuance of common stock for conversion of Series B Convertible Preferred $ 201 $ 1,133,000 Issuance of common stock for cashless warrant exercise $ 23 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 Mangoceuticals, Inc. Notes to Consolidated Financial Statements NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS Mangoceuticals, Inc. (“ Mangoceuticals ” or the “ Company ”), was incorporated in the State of a Texas on October 7, 2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ ED ”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. In this regard, we have developed and are commercially marketing a brand of ED products under the brand name “ Mango, ” a brand of hair loss products under the brand name “ Grow, ” a brand of hormone balance and therapy products under the name “ Mojo, ” and a brand of weight loss products under the brand name “ Slim ” (Mango, Grow, Mojo, and Slim are collectively referred to as the “ Compounded Products ”). The Company is also marketing and selling an U.S. Food and Drug Administration (“ FDA ”) approved form of oral testosterone undecanoate to treat low testosterone in men and as a form of Testosterone Replacement Therapy (TRT), developed and produced by Marius Pharmaceuticals, Inc. under the brand name “ Prime ” powered by Kyzatrex® (“ Prime” ) (Prime and our Compounded Products collectively referred to as the “ Pharmaceutical Products ”). The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described below), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). The studies are anticipated to be completed in the 3rd quarter of 2025 which will then determine the Company’s next steps in its commercialization and monetization efforts. The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described below) intends to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“ Dermytol ”). The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under this agreement in the 1 st quarter of 2026. The Company’s Compounded Products are produced at and fulfilled by a related party compounding pharmacy using a proprietary combination of FDA approved ingredients which are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Mangoceuticals is currently marketing and selling the Pharmaceutical Products exclusively online via its website at www.MangoRx.com . Product availability varies by state with additional details available on our website. Initial Public Offering. In March 2023, the Company completed an initial public offering (the “ IPO ”), in which the Company issued and sold 83,333 shares of common stock for $ 60.00 per share for net proceeds of $ 4.35 million, after deducting underwriting discounts and commissions, and offering costs. At the same time, and as part of the same registration statement, but pursuant to a separate prospectus (the “ Resale Prospectus ”) the Company registered the sale of 317,667 shares of common stock, including 133,333 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock with an exercise price of $ 15.00 per share. Reverse Stock Split . On October 16, 2024, the Company affected a 1-for-15 reverse stock split of its outstanding common stock (the “ Reverse Stock Split ”). The Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock. The Company issued one whole share of common stock to any shareholder that would have received a fractional share as a result of the Reverse Stock Split. Therefore, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection with any fractional shares that resulted from the Reverse Stock Split. Shortly after the Reverse Stock Split, and upon a comprehensive review, the Company became aware of and was informed of highly irregular trading patterns and an unprecedented increase in the number of shareholder accounts resulting in concerns about potential stock manipulation. The Company continues to monitor and investigate this matter and has approved certain round up share requests on a case-by-case basis. F- 7 As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease to common stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024. The Company adjusted the number of outstanding shares of common stock on the consolidated balance sheet and in the statement of changes in stockholders’ equity for all periods presented to reflect the impacts of the Reverse Stock Split. Where we disclose the number of shares of common stock within the footnotes to the consolidated financial statements, we have presented post-Reverse Stock Split amount as denoted. Unless otherwise noted, all references in the consolidated financial statements and notes to the consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split for each period presented. On December 15, 2023, we entered into an underwriting agreement (the “ Underwriting Agreement ”) with Boustead Securities, LLC (“ Boustead ”), as representative of certain underwriters (the “ Underwriters ”), relating to a public offering of 266,667 shares of the Company’s common stock to the Underwriters at a purchase price to the public of $ 4.50 per share and also granted to the Underwriters a 45-day option to purchase up to 40,000 additional shares of common stock, solely to cover over-allotments, if any, at the public offering price less the underwriting discounts (the “ Follow On Offering ”). The Follow-On Offering closed on December 19, 2023. As a result, the Company sold 266,667 shares of its common stock for total gross proceeds of $ 1.2 million. The net proceeds to the Company from the Follow-On Offering, after deducting the underwriting discounts and commissions and offering expenses, were approximately $ 1.0 million. The Company used the net proceeds from the Offering to finance the marketing and operational expenses associated with the marketing of Prime and its Compounded Products, to hire additional personnel to build organizational talent, to develop and maintain software, and for working capital and other general corporate purposes. On December 19, 2023, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead for the purchase of 18,667 shares of common stock at an exercise price of $ 5.70 per share, subject to adjustments. The warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2029, and may be exercised on a cashless basis. On January 18, 2024, the Underwriters notified the Company that they were exercising their over-allotment option in full to purchase an additional 40,000 shares of common stock, which sale closed on January 22, 2024. The net proceeds to the Company from the sale of the 40,000 shares of common stock, after deducting underwriting discounts and expenses, was approximately $ 160,000 . Inclusive of the full exercise of the over-allotment option, a total of 306,667 shares of common stock were issued and sold in the Offering. On January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to Boustead for the purchase of 2,800 shares of common stock at an exercise price of $ 5.63 , subject to adjustments. The warrant is exercisable at any time and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a cashless basis. On April 5, 2024 (the “ Initial Closing Date ”), we agreed to definitive terms on a Securities Purchase Agreement dated April 4, 2024 (as amended from time to time, the “ SPA ”), with an institutional accredited investor (the “ Purchaser ”), pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 1,500 shares of then newly designated Series B Convertible Preferred Stock (“ Series B Preferred Stock ”) of the Company for $ 1,650,000 , and warrants (the “ Initial Warrants ”), to purchase up to 220,000 shares of common stock for an aggregate purchase price of $ 1,500,000 . On the Initial Closing Date, the Company sold the Purchaser 500 shares of Series B Preferred Stock (the “ Initial Closing Shares ”) and the Initial Warrants, for an aggregate of $ 500,000 . The Initial Warrants are exercisable on or after October 4, 2024, and for five years thereafter. F- 8 Also on the Initial Closing Date, the Company entered into an Equity Purchase Agreement (the “ ELOC ”) with the Purchaser pursuant to which the Purchaser committed to purchase up to $ 25,000,000 (the “ Maximum Amount ”) of the Company’s common stock (the “ Financing ”). On the Initial Closing Date, the Company issued 66,667 shares of the Company’s common stock to the Purchaser as a commitment fee (the “ Commitment Shares ”). The Commitment Shares were valued at $ 3.22 per share for a total of $ 214,900 . On April 24, 2024, the Company entered into a Patent Purchase Agreement (the “ Intramont IP Purchase Agreement ”), with Intramont Technologies, Inc. (“ Intramont ”). Pursuant to the Intramont IP Purchase Agreement, we purchased certain patents and patent applications owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases, and orally transmitted diseases such as human papillomavirus (HPV) (the “ Patents ”), in consideration for $ 20,000,000 , which was payable to Intramont by (a) the issuance of 980,000 shares of the Company’s then newly designated 6% Series C Convertible Preferred Stock (the “ Series C Preferred Stock ”), with a face value of $ 20.00 per share, for a total value of $ 19,600,000 ; and (b) $ 400,000 in cash, (i) with $200,000 originally payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 originally payable on or before November 30, 2024 (collectively, the “ Cash Payments ”). The Company purchased the Patents and assigned the Patents to its then newly formed wholly-owned subsidiary, MangoRx IP Holdings, LLC, a Texas limited liability company (“ MangoRx IP ”). On April 26, 2024, the Company partially closed a planned second closing under the SPA (the “ Second Closing ”) whereby the Purchaser paid $ 150,000 to the Company in consideration for 150 shares of Series B Preferred Stock. On April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No. 1 (the “ Amendment ”), which amended the SPA to, adjust the closings which were to take place under the SPA as follows: SCHEDULE OF SECURITIES PURCHASE AGREEMENT # Initial Stated Value of Preferred Stock to be issued by installment Warrants to be issued Closing Date Aggregate Purchase Price by installment (USD) Initial Closing $ 550,000 220,000 Initial Closing Date $ 500,000 (“ Initial Closing Amount ”) Second Closing $ 275,000 - On or before June 30, 2024 (the “ Second Closing Date ”) $ 250,000 (“ Second Closing Amount ”) Third Closing $ 825,000 100,000 On or before June 30, 2024 $ 750,000 (“ Third Closing Amount ”) Fourth Closing $ 1,100,000 - Such date as is no later than 180 days (the “ Fourth Closing Date ”) after the shares of common stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), subject to any limitations pursuant to Rule 415 $ 1,000,000.00 (the “ Fourth Closing Amount ”) Total $ 2,750,000 320,000 $ 2,500,000 On May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $ 100,000 to the Company in consideration for an additional 100 shares of Series B Preferred Stock. F- 9 On June 28, 2024 (the “ Third Closing Date ”), the Company sold the Purchaser 750 shares of Series B Preferred Stock (the “ Third Closing Shares ”) and (a) warrants to purchase up to 66,667 shares of common stock at an exercise price of $ 7.50 per share; and (b) warrants to purchase up to 33,333 shares of common stock at an exercise price of $ 15.00 per share (collectively, (a) and (b), the “ Additional Warrants ”, and together with the Initial Warrants, the “ Warrants ”, and the shares of common stock issuable upon exercise of the Warrants, the “ Warrant Shares ”). The Additional Warrants were exercisable on or after October 4, 2024, and for five years thereafter. If at any time the Warrants are outstanding there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the common stock (each, a “ Share Combination Event ”, and such date thereof, the “ Share Combination Event Date ”) and the Event Market Price (defined below) is less than the then exercise price then in effect, then on the sixth trading day immediately following such Share Combination Event Date, the Exercise Price then in effect on such sixth trading day is automatically reduced (but in no event increased) to the Event Market Price. The “ Event Market Price ” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price of the common stock for each of the five trading days ending and including the trading day immediately preceding the sixth trading day after such Share Combination Event Date, divided by (y) five. In connection with the Reverse Stock Split, the exercise price of the Warrants was automatically adjusted to $ 2.53 per share. As described in the table above, the sale of an additional 1,000 shares of Series B Preferred Stock in the Fourth Closing was subject to certain conditions to closing and was expected to occur within 180 days after the shares of common stock issuable upon conversion of the Series B Preferred Stock sold in the Initial Closing, Second Closing, Third Closing and Fourth Closing, have been registered under the Securities Act. On August 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 500,000 to the Company in consideration for 500 shares of Series B Preferred Stock. On September 26, 2024, the Company partially closed the Fourth Closing under the SPA whereby the Purchaser paid $ 250,000 to the Company in consideration for 250 shares of Series B Preferred Stock. On October 2, 2024, 190 shares of Series B Preferred Stock (with an aggregate stated value of $ 209,000 ) were converted by the holder into 66,923 shares of common stock at a conversion price of $ 3.12 per share. On October 18, 2024, 200 shares of Series B Preferred Stock (with an aggregate stated value of $ 220,000 ) were converted by the holder into 93,299 shares of common stock at a conversion price of $ 2.36 per share. During 2024, as required under the terms of the Series B Preferred Stock, the Company paid accrued dividends on the Series B Preferred Stock through the issuance of 28,067 shares of common stock that resulted in a deemed dividend of approximately $ 70,168 that is reflected on the Company’s consolidated statement of changes in stockholders’ equity, as Preferred stock B dividend in common stock. Effective on December 18, 19, and 31, 2024, we agreed to definitive terms on Securities Purchase Agreements (the “ December 2024 SPAs ”), with certain institutional accredited investors (the “ Purchasers ”), pursuant to which the Company sold the Purchasers, and the Purchasers purchased from the Company, 250 shares of Series B Preferred Stock for $ 250,000 , and warrants to purchase 330,000 shares of common stock with an exercise price of $ 2.71 per share, 100 shares of Series B Preferred Stock for $ 100,000 , and warrants to purchase 132,000 shares of common stock with an exercise price of $ 2.57 per share, and 50 shares of Series B Preferred Stock for $ 50,000 , and warrants to purchase 60,000 shares of common stock, with an exercise price of $ 2.57 per share. Each of the December 2024 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. On December 19, 2024, the Company entered into a Patent Purchase Agreement (the “ Greenfield Purchase Agreement ”), with Greenfield Investments, Ltd. (“ Greenfield ”). Pursuant to the Greenfield Purchase Agreement, we purchased certain patents and patent applications owned by Greenfield, related to mushroom-derived compositions and methods of treatment. The acquired patent encompasses nutraceutical compositions derived from functional mushrooms, including well-known varieties such as Cordyceps sinensis , Ganoderma lucidum (Reishi), and Hericium erinaceus (Lion’s Mane). These formulations are designed to deliver a range of health benefits, such as enhancing immune function, boosting cognitive performance, supporting mood and mental clarity, providing adaptogenic and antioxidant benefits, and suppressing appetite. The patent also specifies the flexibility of the formulations, allowing for the combination of these compounds in precise dosages to maximize synergistic effects. (the “ Greenfield Patents ”), in consideration for $ 1,344,150 , which was payable to Greenfield by the issuance of 515,000 shares of the Company’s common stock, which have been issued to date. F- 10 Effective on January 3rd and 6 th , 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ January 2025 SPAs ”), with certain institutional accredited investors (the “ January Purchasers ”), pursuant to which the Company sold the January Purchasers, and the January Purchasers purchased from the Company, 300 shares of Series B Preferred Stock for $ 300,000 , and warrants to purchase 396,000 shares of common stock with an exercise price of $ 2.61 per share; 500 shares of Series B Preferred Stock for $ 500,000 , and warrants to purchase 660,000 shares of common stock with an exercise price of $ 2.59 per share; and 50 shares of Series B Preferred Stock for $ 50,000 , and warrants to purchase 66,000 shares of common stock with an exercise price of $ 2.59 per share, respectively. Each of the January 2025 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. On January 9, 2025, Mango & Peaches filed a Certificate of Designations of Mango & Peaches Corp., establishing the designations, preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the “ Series A Preferred Stock ”), with the Secretary of State of Texas, which was filed by the Texas Secretary of State on January 15, 2025, effective January 9, 2025 (the “ Series A Designation ”). The Series A Designation designated 100 shares of Series A Preferred Stock. The Series A Designation provides for the Series A Preferred Stock to have the following rights: No dividend, liquidation, redemption or conversion rights; voting rights providing that for so long as any shares of Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of Mango & Peaches and upon any action taken by stockholders of Mango & Peaches with or without a meeting) equal to fifty-one percent (51%) of the total vote (the “ Total Series A Vote ” and the “ Voting Rights ”), and that so long as Series A Preferred Stock is outstanding, Mango & Peaches shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments). Additionally, subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Preferred Stock are outstanding, Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class: (a) issue any additional shares of Series A Preferred Stock after the original issuance of shares of Series A Preferred Stock; (b) increase or decrease the total number of authorized or designated shares of Series A Preferred Stock; (c) effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock; (d) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock; or (e) alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in the Series A Designation. On January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements (the “ Epiq Scripts Assignments ”) with Epiq Scripts, LLC, which is 52% owned by Jacob Cohen, the Company’s Chief Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches, the Company’s current wholly-owned subsidiary (provided that the Company has agreed to issue Mr. Cohen (a) 4,892,906 shares of the common stock of Mango & Peaches (representing 49.0% 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). F- 11 Pursuant to the Epiq Scripts Assignments, the Company assigned all of its rights under (1) a September 1, 2022, Master Services Agreement, as amended with Epiq Scripts; and (2) a September 15, 2023, Consulting Agreement with Epiq Scripts, to Mango & Peaches, Mango & Peaches agreed to take responsibility for all obligations thereunder, effective as of the assignment date, and Epiq Scripts agreed to novate the responsibility of the Company thereunder, effective as of the assignment date. Additionally, we agreed to indemnify Mango & Peaches for any liability under such agreements prior to the assignment date and Mango & Peaches agreed to indemnify us against any liability under such agreements after the assignment date. On January 15, 2025, the Company sold the Purchaser the final 250 shares of Series B Preferred Stock (the “ Final Fourth Closing Shares ”) for $ 250,000 in connection with a partial and final closing of the Fourth Closing. On February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the Intramont IP Purchase Agreement (the “ Amendment Letter ”), pursuant to which Intramont has agreed that all funds paid by the Company towards the furtherance and development of the Patents would be credited against the Cash Payments owed to Intramont and we agreed to work in good faith with Intramont on financing, developing and commercializing the Patents. As a result of the Amendment Letter, as of December 31, 2025, a total of $ 156,642 remains due to Intramont in connection with the Cash Payments, which the Company expects to pay over time, by way of expenses associated with the development of the Patents. On February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 216 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 237,600 ) into 105,600 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 2.25 per share. On March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “ Series B Designation ”), to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment)(the “ Conversion Price ”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “ Floor Price ”); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock) ; and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches Corp. (“ Mango & Peaches ”), from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “ Designation Amendment ”). On April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement with an institutional accredited investor pursuant to which the Company sold the purchaser, and the purchaser purchased from the Company 100 shares of Series B Convertible Preferred Stock of the Company for $ 100,000 . On April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 330,000 ) into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. F- 12 If the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less than the exercise price of the warrants then in effect (such lower price, the “ Base Share Price ” and such issuances collectively, a “ Dilutive Issuance ”) then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price. No adjustment, however, is to be made for certain customary Exempt Issuances (as defined in the SPAs). On May 13, 2025, Mango & Peaches, the Company’s then wholly-owned subsidiary 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. Following the issuance of the M&P Stock, Mr. Cohen owned 49 % of the outstanding common stock of Mango & Peaches and separately had 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 . The Series A Super Majority Voting Preferred Stock carries dividend rights, liquidation preference, conversion rights, or redemption rights. Its primary feature is its super majority voting power: while any Series A Super Majority Voting Preferred Stock shares remain outstanding, the holders collectively control 51 % of the total shareholder vote of Mango & Peaches, regardless of the number of common shares outstanding (i.e., on a non-dilutive basis). Additionally, major corporate actions—such as amending governing documents, reclassifying the Series A Super Majority Voting Preferred Stock, or creating new classes of preferred stock that could affect the Series A Super Majority Voting Preferred Stock—require the approval of at least two-thirds of the Series A Super Majority Voting Preferred Stock holders. The designation also includes protective provisions preventing certain actions, such as issuing more Series A Super Majority Voting Preferred Stock or altering their rights, without majority consent from the Series A Super Majority Voting Preferred Stock holders. On June 5, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On September 16, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 550,000 ) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 35,200 ) were converted by the holder into 23,467 shares of common stock at a conversion price of $ 1.50 per share. On December 18, 2025, the Company completed an offering of 1,430,502 shares of common stock at $ 1.295 per share and 500,000 pre-funded warrants at $ 1.29499 per warrant, with an exercise price of $ 0.000001 , generating gross proceeds of $ 2,499,995 . Offering costs totaled $ 285,000 for net funds to the Company of $ 2,224,995 . On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $ 5 net of any expenses. The offering included a concurrent private placement for common stock purchase warrants (the “ Private Placement Warrants ”), exercisable for an aggregate of up to 1,930,502 shares of common stock, at an exercise price of $ 1.4245 per warrant share for aggregate gross proceeds of approximately $ 2.5 million, when exercised. F- 13 MangoRx Mexico S .A. de C.V. , a Mexican Stock Company, is 98 % owned by Mango & Peaches Corp. (“ MangoRx Mexico ”) The entity was formed in September 2023 and had limited operations as of December 31, 2025. MangoRx UK Limited , a company incorporated under the laws of the United Kingdom, is 100 % owned by Mango & Peaches Corp. The entity was formed in October 2023 and has had limited operations as of December 31, 2025. Mango & Peaches Corp. , a company incorporated under the laws of Texas, is 100 % owned by Mangoceuticals, Inc. The entity was formed in December 2024. MangoRx IP Holdings, LLC , a Texas limited liability company which is 100 % owned by Mangoceuticals, Inc. (“ MangoRx IP ”). The entity was formed April 15, 2024 and has had limited operations as of December 31, 2025. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”). All dollar amounts are rounded to the nearest thousand dollars. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation on the consolidated balance sheet and statements of operations. Cash Equivalents Highly liquid investments with original maturities of three months or less are considered cash equivalents. The Company maintains the majority of its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“ FDIC ”) insures the total cash balance up to $ 250,000 per commercial bank. From time to time, cash in deposit accounts may exceed the FDIC limits, the excess would be at risk of loss for purposes of the statement of cash flows. There are no cash equivalents at December 31, 2025 and December 31, 2024. December 2024 Subsidiary Reorganization On December 13, 2024, the Company, entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches Corp., a Texas corporation (“ Mango & Peaches ”), a then recently formed wholly-owned subsidiary of the Company (the “ Contribution Agreement ”). Pursuant to the Contribution Agreement, the Company contributed substantially all of its assets, including ownership of: (a) its 98 % ownership of MangoRx Mexico S.A. de C.V., a Mexican Stock Company; and (b) its 100 % ownership of MangoRx UK Limited, a company incorporated under the laws of the United Kingdom (collectively, the “ Contributed Assets ”), to Mango & Peaches, in order to restructure the ownership and operations of the Company, better segregate such operations and liabilities and provided for the issuance of a portion of the capital of Mango & Peaches to Mr. Jacob Cohen, the Chief Executive Officer of the Company (the “ Subsidiary Reorganization ”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Mangoceuticals, Inc. and its consolidated subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Wholly-owned subsidiaries: ● Mango & Peaches Corp. ● MangoRx IP Holdings, LLC Wholly-owned subsidiaries of Mango & Peaches. ● MangoRx UK Limited F- 14 Majority-owned subsidiaries of Mango & Peaches. ● The Company owns 98 % of MangoRx Mexico S.A. de C.V. Non-Controlling Interest The Company consolidates MangoRx Mexico S.A. de C.V., in which it holds a 98 % ownership interest. The remaining 2 % ownership interest held by third parties is presented as non-controlling interest, a separate component of stockholders’ equity in the accompanying consolidated balance sheets. The operations of MangoRx Mexico S.A. de C.V. are minimal, and the non-controlling interest balance and net income (loss) attributable to non-controlling interest for the periods presented are not material to the consolidated financial statements. Segment Reporting The Company operates as a single operating segment. The Chief Decision-Making Officer (CDOM), Chief Financial Officer, Gene Johnston, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. As such, the Company has determined that it operates in one reportable segment in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting. The Company’s operations are managed as a unified business, with consistent products and services offered across its customer base. The nature of the products and services, production processes, customer types, and distribution methods are substantially similar throughout the Company’s activities. All revenues, expenses, assets, and liabilities are evaluated collectively, and no discrete financial information is prepared or reviewed at a lower level. Accordingly, no additional segment information is presented Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ ASC ”) 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “ more likely than not ” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “ more-likely-than-not ” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Intangible Assets Patents The Company’s intangible assets consist of patents acquired through purchase, as described above. These patents are classified as finite-lived intangible assets and are amortized on a straight-line basis over their estimated useful lives, which range from 14 to 17 years. The carrying amount of patents as of December 31, 2025 is as follows: SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS ● Gross carrying amount: $ 15,954,150 ● Accumulated amortization: $ 1,844,172 ● Net carrying amount: $ 14,109,978 F- 15 Amortization expense for the year ended December 31, 2025 was $ 1,122,639 . The estimated amortization expense for the next five years is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE ● Year 1: $ 1,122,639 ● Year 2: $ 1,122,639 ● Year 3: $ 1,122,639 ● Year 4: $ 1,122,639 ● Year 5: $ 1,122,639 In the years thereafter, the amount to be amortized will be $ 8,496,783 . The Company performs annual impairment testing for its intangible assets to ensure that the carrying amount does not exceed the recoverable amount. For the year ended December 31, 2025, no impairment losses were recognized. Master Distribution Agreements Agreement with Propre Energie Inc. On January 30, 2025, the Company entered into a Master Distribution Agreement (“ MDA ”) with Propre Energie Inc., granting the Company a license to certain intellectual property and patent rights related to clinically proven plant-based formulations under the brand Dermytol®. These formulations target hyperpigmentation, dark spots, uneven skin tone, and skin brightening. As consideration, the Company issued 650,000 common shares with a par value of $ 0.0001 and a fair value of $ 1,963,000 on the issuance date. The agreement has an initial term of three years, renewable for up to three additional one-year terms, subject to notice provisions. Propre Energie Inc. retains the right to terminate in the event the Company sells substantially all assets or a majority interest in the business. Either party may terminate in the event of breach (with a 90-day cure period) or insolvency. The agreement is accounted for as an intangible asset under ASC 350-30, given the exclusive licensing rights and identifiable future economic benefits. The asset is capitalized on a straight-line over three years , subject to annual impairment review in accordance with US GAAP. The carrying amount of master distribution agreements as of December 31, 2025 is as follows: SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS ● Gross carrying amount: $ 1,963,000 ● Accumulated amortization: ( 600,553 ) ● Impairment ( 1,239,942 ) ● Net carrying amount: $ 122,505 Amortization (recorded as an operating expense) for the year ended December 31, 2025 was $ 600,553 . Renewal beyond the initial 3-year term cannot be guaranteed. Fair value of distribution rights based on discounted cash flows over the initial term is less than the $ 1,362,447 carrying value. An impairment charge of $ 1,239,942 was recorded at year-end December 31, 2025. Agreement with Navy Wharf, Ltd. On March 24, 2025, the Company entered into a Master Distribution Agreement (“ Navy Wharf Agreement ”) with Navy Wharf, Ltd., a Turks and Caicos limited company, granting the Company exclusive distribution rights for Diabetinol®, a nutraceutical product formulated to manage blood glucose and HbA1c levels. F- 16 As consideration, the Company issued 1,000,000 common shares with a par value of $ 0.0001 and a fair value of $ 4,750,000 on the issuance date. The agreement grants exclusive rights within the United States and Canada, preventing Navy Wharf from appointing other distributors or marketing products under an alternative brand without prior consent. The agreement is perpetual unless terminated sooner under conditions such as breach of contract, insolvency, or other defined provisions. The Company is also responsible for appointing sub-distributors at its own risk, expense, and supervision. The agreement is accounted for as an intangible asset under ASC 350-30, given the exclusive licensing rights and identifiable future economic benefits. The asset is amortized straight-line over three years, subject to annual impairment review in accordance with US GAAP. On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “ Rescission Agreement ”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the Navy Wharf Agreement, effective as of July 30, 2025, and each of the parties provided mutual releases of their obligations under the Navy Wharf Agreement, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “ Rescission ”). As a result of the Recission Agreement, the Company cancelled the 1,000,000 shares previously issued to Navy Wharf at $ 4.75 per share, or $ 4,750,000 . The Company incurred no material early termination penalties in connection with the Rescission. As a result the net book value of $ 4,750,000 was removed from intangible assets. License Agreement and Master Distribution Agreement On May 14, 2025, MangoRx IP, the Company’s wholly-owned subsidiary, entered into a Master Distribution Agreement with PrevenTech Solutions, LLC (“ PrevenTech ” and the “ PrevenTech MDA ”). Pursuant to the PrevenTech MDA, the Company granted PrevenTech the exclusive, worldwide, licensing and distribution rights, to certain intellectual property and patent rights held by the Company relating to respiratory illness prevention technology, including the right to sell antiviral products, including but not limited to toothpaste, lozenges, mouthwash, oral sprays, and animal feed or water additives for poultry and livestock, which may be manufactured and/or designed in a various formats, using the patents. In consideration for the rights under the PrevenTech MDA, PrevenTech agreed to pay us 10 % of the net sales revenue (as described in greater detail in the PrevenTech MDA) generated during the term of the PrevenTech MDA through the sale of products associated with our patents. The term of the PrevenTech MDA is perpetual, subject to certain termination rights that either party can exercise upon a breach of the agreement by the other party, subject to certain cure rights. Additionally, if PrevenTech does not generate at least $ 5 million of gross sales from the sale of products within eighteen months from June 1, 2025, subject to a sixty-day cure period, PrevenTech’s rights under the PrevenTech MDA become non-exclusive. The PrevenTech MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the PrevenTech MDA. As of December 31, 2025, there have been no reported sales in conjunction with the license agreement. Foreign Currency Translation and transaction The Company’s principal country of operations is the United States. The financial position and results of its operations are determined using U.S. Dollars (“ US$ ” or “ $ ”), the local currency, as the functional currency. The Company’s consolidated financial statements are reported using the U.S. Dollars. The results of operations and the statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s statements of operations and comprehensive income (loss). F- 17 The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements: SCHEDULE OF FOREIGN CURRENCY TRANSLATION AND TRANSACTION December 31, December 31, 2025 2024 Period-end spot rate US$ 1 =MX$ 0.06 US$ 1 =MX$ 0.05 Average rate US$ 1 =MX$ 0.05 US$ 1 =MX$ 0.05 Net Loss Per Common Share We compute net loss per share in accordance with ASC 260, Earning per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were 2,156,666 options, 2,928,401 warrants, and no derivative securities outstanding as of December 31, 2025. There were 156,667 options, 940,333 warrants, and no derivative securities outstanding as of December 31, 2024. Use of Estimates and Assumptions The preparation of consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (US GAAP) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. Fair Value of Financial Instruments The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurement (“ ASC 820 ”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. F- 18 The following tables summarize our financial instruments measured at fair value as of December 31, 2025 and December 31, 2024. SCHEDULE OF FINANCIAL INSTRUMENTS MEASUREMENT AT FAIR VALUE Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2025 Level 1 Level 2 Level 3 Assets Cash $ 1,486,338 $ - $ - Total assets 1,486,338 - - Liabilities Total liabilities - - - Fair value, net asset (liability) $ 1,486,338 $ - $ - Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2024 Level 1 Level 2 Level 3 Assets Cash $ 58,653 $ - $ - Total assets 58,653 - - Liabilities Total liabilities - - - Fair value, net asset (liability) $ 58,653 $ - $ - Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from the disposition is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three ( 3 ) to five ( 5 ) years. Concentration and Risks The Company’s operations are subject to risks including financial, operational, regulatory and other risks including the potential risk of business failure. For the years ended December 31, 2025 and 2024, the Company had no significant revenue from continuing operations which were derived from a single or a few major customers. Black-Scholes Option Pricing Model The Company uses a Black-Scholes option pricing model to determine the fair value of warrants and options issued. Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares. The Company accounts for its currently issued warrants in conjunction with the Company’s common stock shares in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its financial position or results of operations upon adoption. F- 19 In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“ CODM ”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company has evaluated the guidance and determined that it does not have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU has not yet been adopted by the Company. Upon adoption, the Company will apply it prospectively. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income (Subtopic 220-40). This ASU clarifies effective dates for expense disaggregation disclosures. It is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. This ASU has not yet been adopted by the Company. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In February 2025, the FASB issued ASU No. 2025-02, Liabilities (Topic 405). This ASU updates SEC paragraphs pursuant to Staff Accounting Bulletin No. 122. The Company adopted this ASU upon issuance. The adoption did not have a material impact on its consolidated financial statements. In March 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810). This ASU provides guidance on determining the accounting acquirer in acquisitions involving variable interest entities (VIEs). It is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. This ASU has not yet been adopted by the Company. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In April 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). This ASU clarifies accounting for share-based consideration payable to a customer. It is effective for fiscal years beginning after December 15, 2026. This ASU has not yet been adopted by the Company. The Company does not expect the adoption to have a material impact on its consolidated financial statements. Related Parties The Company follows subtopic 850-10 of FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the guidance of Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. F- 20 The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Material related party transactions have been identified in Notes 3, 6, 7, and 9 in the notes to consolidated financial statements. Stock-Based Compensation The Company recognizes compensation costs to employees under FASB ASC 718 Compensation - Stock Compensation (“ ASC 718 ”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option and warrant grant. Revenue Recognition The Company follows the provisions of ASC 606. Revenue from Contracts with Customer for recording and recognizing revenue from customers . The Company generates our online revenue through the sale of products and services purchased by customers directly through our online platform. Online revenue represents the sales of products and services on our platform, net of refunds, credits, and chargebacks, and includes revenue recognition adjustments recorded pursuant to US GAAP. Online revenue is generated by selling directly to consumers through our websites. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services and has met its performance obligation. For revenue generated through its online platform, the Company defines its customer as an individual who purchases products or services through websites. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company’s contracts that contain prescription products issued as the result of a consultation include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company’s completion of its performance obligations. The Company has entered into a Physician Services Agreement with BrighterMD, LLC dba Doctegrity (“ Doctegrity ”) to provide online telemedicine technology services to the Company. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which providers provide the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. Additionally, the Company has entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC (“ Contracted Pharmacy ”), which is a related party, to provide pharmacy and compounding services to the Company to fulfill its promise to customers for contracts that include sale of prescription products and to fill prescriptions that are ordered by the Company’s customers for fulfillment through the Company’s websites. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Contracted Pharmacy fills a customer’s prescription; (ii) Contracted Pharmacy fills the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order, and; (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. F- 21 The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. Inventories Inventories are stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out (“ FIFO ”) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the years ended December 31, 2024 and 2023, there were no inventory write-downs. Marketing and Advertising The Company follows the policy of charging the costs of marketing and advertising to expense as incurred. The Company charged $ 822,860 and $ 1,478,663 towards marketing and advertising for the years ended December 31, 2025 and 2024, respectively. Subsequent Events The Company follows the guidance in Section 855-10-50 of FASB ASC 855, Subsequent Events , for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the consolidated financial statements were issued (see Note 13). Reclassification During the year ended December 31, 2025, the Company reclassified certain prior-period equity balances to conform to the current-period presentation. Specifically: ● An amount of $ 832,109 related to accrued but unpaid dividends on Convertible Preferred C Stock as of December 31, 2024 was reclassified from Retained Earnings to Additional Paid-in Capital. This adjustment reflects a correction in the classification of equity components associated with preferred stock dividend obligations. These reclassifications did not affect net income, total assets, or total liabilities for any period presented. The Company believes this presentation more accurately reflects the nature of the preferred stock dividend obligations and enhances comparability across reporting periods. NOTE 3 – DIGITAL ASSET TREASURY ACTIVITY During the year ended December 31, 2025, the Company facilitated the receipt and conversion of approximately $ 500,000 in digital assets through a third-party exchange platform (Cube Exchange). These transactions were conducted solely for the purpose of converting cryptocurrency into U.S. dollars to support operating liquidity. The Company does not hold digital assets for investment or treasury purposes and had no crypto asset holdings or balances in transfer accounts as of December 31, 2025. F- 22 The Company accounts for digital assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets. Under this guidance, digital assets are measured at fair value, with changes in fair value recognized in earnings. However, because all digital assets received during the period were promptly converted to fiat currency, no material gains or losses were recognized in connection with these transactions. The Company maintains internal controls over digital asset transfers, including: ● Verification of counterparties and wallet addresses, ● Authorization protocols for initiating transfers, and ● Daily reconciliation of crypto-to-fiat conversions. The Company does not classify digital assets as cash or cash equivalents under ASC 305, and such assets are not included in liquidity metrics unless and until converted to fiat currency. NOTE 4 – DEPOSITS The Company signed a lease agreement for office space, effective October 1, 2022, which included an initial security deposit of $ 16,942 . The lease expired on November 30, 2025. As of December 31, 2025, the deposit was not returned. As of December 31, 2025 and December 31, 2024, the balance was $ 16,942 and $ 16,942 for each period, respectively. The Company signed a lease agreement for office space, effective November 1, 2025, which included an initial security deposit of $ 14,557 . As of December 31, 2025 and December 31, 2024, the balance was $ 14,557 and $- 0 - for each period, respectively. The Company signed a short-term lease agreement for office space, effective September 1, 2025, which included an initial security deposit of $ 2,400 . As of December 31, 2025 and December 31, 2024, the balance was $ 2,400 and $- 0 - for each period, respectively. NOTE 5 – PROPERTY, PLANT AND EQUIPMENT During the years ended December 31, 2025 and 2024, the Company acquired computers and office equipment totaling $- 0 - and $- 0 -, respectively. Depreciation for the years ended December 31, 2025 and 2024 was $ 1,012 and $ 9,936 , respectively. On May 15, 2024, the Company disposed of $ 119,819 of equipment to Epiq Scripts, LLC, a related party. The equipment was sold for $ 65,000 , realizing a loss on sale of assets of $ 18,387 . The below schedule shows property, plant and equipment as of: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2025 December 31, 2024 Computers 5,062 5,062 Equipment - 119,819 Less accumulated depreciation: ( 3,268 ) ( 2,256 ) Disposed equipment - ( 119,819 ) Property and equipment, net 1,794 2,806 NOTE 6 – LOANS FROM RELATED PARTIES On 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 of the Board of Directors. The amount borrowed is payable on demand and does not accrue interest. The Company repaid the full amount of $ 37,500 on October 7, 2024 with no interest. F- 23 On March 18, 2024, the Company borrowed $ 50,000 from Cohen Enterprises which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman of the Board of Directors. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, see below. On April 1, 2024, the Company borrowed $ 100,000 from Cohen Enterprises, which is owned and controlled by Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman of the Board of Directors. The amount borrowed is payable on demand and does not accrue interest. This note was included with a new note, see below. On October 18, 2024, the Company entered into a $ 150,000 promissory note (the “ Cohen Note ”) with Cohen Enterprises, Inc., which entity is owned by Jacob D. Cohen, the Chairman and Chief Executive Officer of the Company (“ Cohen Enterprises ”), to evidence, document and memorialize (a) $ 50,000 loaned to the Company from Cohen Enterprises on March 18, 2024, and (b) $ 100,000 loaned to the Company from Cohen Enterprises on April 1, 2024, which amounts previously accrued no interest and were due on demand. The Cohen Note in the principal amount of $ 150,000 , accrues interest at the rate of 8 % per annum (12% upon the occurrence of an event of default), with interest accruing monthly in arrears and payable at maturity or earlier acceleration. The Cohen Note was due upon the earlier of January 2, 2025, and upon acceleration by Cohen Enterprises pursuant to the terms thereof upon default, or automatically upon certain bankruptcy events occurring. The Cohen Note may be prepaid without penalty, is unsecured and contains customary representations and covenants of the Company. The note includes customary events of default, and allows Cohen Enterprises the right to accelerate the amount due under the note upon the occurrence of such event of default, subject to certain cure rights. On December 13, 2024, Mr. Cohen sold his note in the amount of $ 150,000 to a third-party entity. The terms of the note remain unchanged; however, the note is no longer considered a related party note. On 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 (“ Tiger Cub ”), and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $ 100,000 . The Promissory Note is unsecured and 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. On December 19, 2025, the note was paid in full $ 100,000 principal amount of their note, and accrued interest due through maturity of $ 18,000 . As of December 31, 2025, the principal balance is $- 0 -. The Company recorded a loss on debt extinguishment of $ 6,450 . On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note (the “ Agreement to Amend ”), with Tiger Cub, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Promissory Note into an Amended and Restated Convertible Promissory Note (the “ A&R Note ”); and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock (the “ Tiger Cub Warrants ”). The Agreement to Amend included certain representations and warranties to Tiger Cub. The A&R Note amended and restated the Promissory 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 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 Note was entered into, plus $0.125; and (3) if the A&R 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 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. The Tiger Cub Warrants have an exercise price of $ 1.815 per share, a term through July 21, 2028 and cash only exercise rights. F- 24 On 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 (“ Tiger Cub ”), and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $ 75,000 . The Promissory Note is unsecured and 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. On December 19, 2025, the note was paid in full $ 100,000 principal amount of their note, and accrued interest due through maturity of $ 13,500 . As of December 31, 2025, the principal balance is $- 0 -. The Company recorded a loss on debt extinguishment of $ 12,938 . NOTE 7 – NOTES PAYABLE On December 13, 2024, Cohen Enterprises, Inc., which is owned and controlled by Jacob Cohen, our Chief Executive Officer, entered into a Note Purchase Agreement with Mill End Capital Ltd. (“ Mill End ”), and sold a Promissory Note totaling $ 150,000 (the “ Promissory Note ”) to Mill End. The Promissory Note bears interest of 12 % (default rate) and is due on January 2, 2025 . On January 15, 2025, the Company entered into a Debt Conversion Agreement (the “ Debt Conversion Agreement ”) with Mill End, pursuant to which acquired by Mill End from Cohen Enterprises on December 13, 2024, for $ 150,000 . Pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $ 150,000 owed by the Company to Mill End under the Promissory Note, into an aggregate of 100,000 shares of restricted common stock of the Company, based on an agreed conversion price of $ 1.50 per share. Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note. On April 15, 2025, the Company borrowed $ 500,000 from Indigo Capital LP (the “ Holder ”), which loan was evidenced by a Promissory Note dated April 15, 2025 (the “ Promissory Note ”). The Promissory Note is unsecured and bears interest at 18 % per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below. The Promissory Note matures on the earlier of (i) April 15, 2026 (the “ Stated Maturity Date ”), (ii) the date on which the Holder provides written notice of acceleration following an event of default or other specified triggering event, and (iii) five (5) business days following the closing of a Qualified Funding (a “ Mandatory Prepayment ”). “ Qualified Financing ” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms as this Promissory Note, after the date of the Promissory Note, for the principal purpose of raising capital. On, and effective on May 27, 2025, the Company entered into an Agreement to Amend Promissory Note (the “ Agreement to Amend ”), with the Holder, pursuant to which (a) the Holder and the Company agreed to amend and restate the Promissory Note into an Amended and Restated Convertible Promissory Note (the “ A&R Note ”); and (b) the Company granted the Holder warrants to purchase 275,482 shares of common stock (the “ Holder Warrants ”). The Agreement to Amend included certain representations and warranties to the Holder. The A&R Note amended and restated the Promissory Note to (a) provide the Holder the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price of $ 1.50 per share, subject to a 4.999 % beneficial ownership limitation; and (b) remove the Mandatory Prepayment requirement. The Holder Warrants have an exercise price of $ 1.815 per share, a term through May 27, 2028 and cash only exercise rights. The Holder Warrants include a 4.999 % beneficial ownership limitation. If the Holder Warrants are exercised in full, a maximum of 275,482 shares of common stock of the Company would be issuable upon exercise thereof. On July 16, 2025, Indigo Capital LP converted the full $ 500,000 principal amount of their note, and accrued interest due through maturity of $ 90,000 , into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $ 1.50 per share, as set forth in the convertible promissory note. F- 25 NOTE 8 – CAPITAL STOCK Preferred Stock The Company is authorized to issue up to 10,000,000 shares of “ blank check ” preferred stock, $ 0.0001 par value. Series B Convertible Preferred Stock On March 28, 2024 and amended on June 27, 2024, the Company designated 6,000 shares of the Company’s Series B Convertible Preferred Stock, par value $ 0.0001 per share (the “ Series B Preferred Stock ”). Each Series B Preferred Stock share has a stated value equal to $ 1,100 , subject to increase under the terms of the designation (the “ Stated Value ”). As of December 31, 2025 and December 31, 2024, there were 50 and 1,620 shares of Series B Preferred Stock issued and outstanding, respectively. Effective on January 3rd and 6th, 2025, we agreed to definitive terms on Securities Purchase Agreements (the “ January 2025 SPAs ”), with certain institutional accredited investors (the “ January 2025 Purchasers ”), pursuant to which the Company sold the January 2025 Purchasers, and the January 2025 Purchasers purchased from the Company, 300 shares of Series B Preferred Stock for $ 300,000 , and warrants to purchase 396,000 shares of common stock with an exercise price of $ 2.61 per share; 500 shares of Series B Preferred Stock for $ 500,000 , and warrants to purchase 660,000 shares of common stock with an exercise price of $ 2.59 per share; and 50 shares of Series B Preferred Stock for $ 50,000 , and warrants to purchase 66,000 shares of common stock with an exercise price of $ 2.59 per share, respectively. Each of the January 2025 SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. On January 15, 2025, the Company sold the Purchaser the final 250 shares of Series B Preferred Stock (the “ Final Fourth Closing Shares ”) for $ 250,000 in connection with a partial and final closing of the Fourth Closing. On February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 216 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 237,600 ) into 105,600 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 2.25 per share. On March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 146 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 116 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 160,602 ) into 107,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 127,602 ) into 85,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 26, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 218 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 239,800 ) into 159,866 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 74 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 63,801 ) into 42,533 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 260 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 286,002 ) into 190,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. F- 26 On March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 58 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 81,402 ) into 54,267 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 17, 2025, with the approval of the shareholders of the Company at the special meeting of shareholders held on the same date, the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock) ; and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches, from the definition of Change of Control Transaction thereunder (as a result, the issuance of securities of Mango & Peaches to Mr. Jacob Cohen, the Company’s Chief Executive Officer and Chairman, will not be a Change of Control Transaction, trigger an event of default under the Series B Preferred Stock or be deemed an Equity Condition (as defined in the designation of the Series B Preferred Stock)(the “ Designation Amendment ”). On April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On April 11, 2025, the Company agreed to definitive terms on a Securities Purchase Agreement with an institutional accredited investor pursuant to which the Company sold the Purchaser, and the Purchaser purchased from the Company 100 shares of Series B Convertible Preferred Stock of the Company for $ 100,000 . On April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 330,000 ) into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On June 5, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On September 15, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 550,000 ) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 35,200 ) were converted by the holder into 23,467 shares of common stock at a conversion price of $ 1.50 per share. F- 27 6% Series C Convertible Cumulative Preferred Stock On April 18, 2024, the Company designated 6,250,000 shares of a then new series of preferred stock, par value $ 0.0001 per share, the Company’s “ 6% Series C Convertible Cumulative Preferred Stock ” (the “ Series C Preferred Stock ”). As of December 31, 2025 and December 31, 2024, there were 980,000 and 980,000 shares of Series C Preferred Stock issued and outstanding, respectively. The Series C Preferred Stock has a stated value equal to $ 20 per share, subject to increase under the terms of the designation (the “ Stated Value ”). As of December 31, 2025 and 2024, the aggregate and per-share amounts of arrearages in cumulative preferred dividends were $ 1,978,109 and $ 802,109 , respectively. Per the terms of the Series C Preferred Stock designation, undeclared dividends increase the stated value of the instruments. On April 24, 2024, the Company entered into a Patent Purchase Agreement, with Intramont Technologies, Inc. (“ Intramont ” and the “ Intramont Purchase Agreement ”). Pursuant to the Intramont Purchase Agreement, the Company purchased certain patents and patent applications owned by Intramont, related to the prevention of infections, including the common cold, respiratory diseases, and orally transmitted diseases such as human papillomavirus (HPV), in consideration for $ 20,000,000 , which was payable to Intramont by (a) the issuance of 980,000 shares of Series C Preferred Stock, with a face value of $ 20.00 per share, for a total value of $ 19,600,000 ; and (b) $ 400,000 in cash, (i) with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or before November 30, 2024. The Company and Intramont had agreed to payment in full by December 31, 2024, of which $ 27,000 was paid as of December 31, 2024. On February 11, 2025, and effective on December 31, 2024, we and Intramont entered into a letter agreement, amending the IP Purchase Agreement (the “ Amendment Letter ”), pursuant to which Intramont has agreed that all funds paid by the Company towards the furtherance and development of the Patents would be credited against the Cash Payments owed to Intramont and we agreed to work in good faith with Intramont on financing, developing and commercializing the Patents. As a result of the Amendment Letter, a total of $ 156,642 remains due to Intramont in connection with the Cash Payments as of December 31, 2025, which the Company expects to pay over time, by way of expenses associated with the development of the Patents. Common Stock On October 5, 2024, the Company announced that the Board of Directors approved a reverse stock split of its common stock at a ratio of 1-to-15. The Reverse Stock Split was completed on October 16, 2024 and resulted in 32,019,354 issued and outstanding shares of common stock being reduced to 2,134,625 shares of common stock. The Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock. The Company issued one whole share of common stock to any shareholder that would have received a fractional share as a result of the Reverse Stock Split. Therefore, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection with any fractional shares that resulted from the Reverse Stock Split. As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease to common stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2024. The Company adjusted the number of outstanding shares of common stock on the consolidated balance sheet and in the statement of changes in stockholders’ equity for all periods presented to reflect the impacts of the Reverse Stock Split. Unless otherwise noted, all references in the consolidated financial statements and notes to consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split for each period presented. The Company is authorized to issue 200,000,000 shares of common stock, par value $ 0.0001 per share, of which 15,888,795 shares were issued and outstanding at December 31, 2025, and 3,245,641 shares were issued and outstanding at December 31, 2024. F- 28 On January 15, 2025, pursuant to the Debt Conversion Agreement, the Company and Mill End agreed to convert the entire $ 150,000 owed by the Company to Mill End under the Promissory Note, into an aggregate of 100,000 shares of restricted common stock of the Company, based on an agreed conversion price of $ 1.50 per share. Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mill End agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Note. On January 15, 2025, we entered into a Consulting Agreement with 2 B MD (“ 2 B MD ”), whereby 2 B MD agreed to provide general marketing and design related 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 2 B MD 15,000 shares of common stock under the Company’s 2022 Equity Incentive Plan. The shares were valued at $ 2.55 per share for a total of $ 38,250 . On January 15, 2025, we entered into a Consulting Agreement with Alicia Stathopoulos (“ Alicia ”), whereby Alicia agreed to provide general marketing and design related 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 Alicia 15,000 shares of common stock under the Company’s 2022 Equity Incentive Plan. The shares were valued at $ 2.55 per share for a total of $ 38,250 . On January 15, 2025, we entered into a Consulting Agreement with Victoria Valentine (“ Victoria ”), whereby Victoria agreed to provide general marketing and design related 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 Victoria 15,000 shares common stock under the Company’s 2022 Equity Incentive Plan. The shares were valued at $ 2.55 per share for a total of $ 38,250 . On January 15, 2025, we entered into a Consulting Agreement with Safaya Investment In Commercial Enterprises & Management Co. L.L.C (“ Safaya ”), whereby Safaya agreed to provide general consulting 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 Safaya 50,000 shares of common stock under the Company’s 2022 Equity Incentive Plan. The shares were valued at $ 2.55 per share for a total of $ 127,500 . On January 15, 2025, we amended our Consulting Agreement with North York, Ltd., to include additional services related to identifying various business opportunities and strategic partnerships as reasonably requested by the Company during the term of the agreement. In consideration for agreeing to provide the additional services, the Company agreed to issue North an additional 125,000 shares of common stock (for a total of 225,000 shares of common stock) under the Second Amended and Restated Mangoceuticals, Inc. 2022 Plan. The additional shares were valued at $ 2.55 per share for a total of $ 318,750 . On January 30, 2025, the Company entered into a Master Distribution Agreement (the “ MDA ”), with Propre Energie Inc (“ Propre ”). Pursuant to the MDA, the Company will license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol®. We agreed pursuant to the MDA to pay Propre 650,000 shares of the Company’s restricted common stock (the “ Propre Shares ”) and 1 % of the gross sales revenue we generate during the term of the MDA. The MDA has a term of three years, renewable thereafter for up to three additional one year terms, provided that neither party provides the other notice of termination at least 90 days prior to the renewal date, provided that Propre has a right of termination in the event we sell substantially all of our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches the MDA and fails to cure such breach within 90 days or becomes insolvent. The MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the MDA. F- 29 On February 3, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 70,000 shares of common stock of the Company’s restricted common stock from the Company for a total of $ 105,000 , $ 1.50 per share. The Subscription Agreement included customary representations and warranties of the Purchaser and the Company. On February 7, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 155,555 shares of common stock of the Company’s restricted common stock from the Company for a total of $ 350,000 (or $ 2.25 per share). The Subscription Agreement included customary representations and warranties of the Purchaser and the Company. On February 7, 2025, we entered into a Consulting Agreement with Spartan Crest Capital Corp. (“ Spartan ”), whereby Spartan agreed to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement, which was for 6 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 Spartan 20,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 4.25 per share for a total of $ 85,000 . On February 7, 2025, we entered into a Consulting Agreement with Sendero Holdings, Ltd. (“ Sendero ”), whereby Sendero agreed to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement, which was for 6 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 Sendero 72,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 4.25 per share for a total of $ 306,000 . On February 7, 2025, we entered into a Consulting Agreement with Pat Ceci (“ Ceci ”), whereby Ceci agreed to provide general marketing and consulting services as reasonably requested by the Company during the term of the agreement, which was for 6 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 Ceci 10,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 4.25 per share for a total of $ 42,500 . On February 10, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 140,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 210,000 aggregate exercise price and issued 140,000 shares of common stock to the prior holder on February 11, 2025. On February 11, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 150,000 aggregate exercise price and issued 100,000 shares of common stock to the prior holder on February 12, 2025. On February 12, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 216 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 237,600 ) into 105,600 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 2.25 per share. On February 14, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 80,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 120,000 aggregate exercise price and issued 80,000 shares of common stock to the prior holder on February 14, 2025. F- 30 On February 19, 2025, the Company entered into a Consulting Agreement with 6330 Investment & Consulting Gmbh (“ 6330 Consulting ”), to provide certain strategic business advisory services related to making certain introductions of strategic partners and potential acquisition opportunities to the Company, and as reasonably requested by the Company during the term of the Agreement, which is 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 agreed to issue 6330 Consulting 200,000 shares of common stock of the Company’s restricted common stock upon the parties’ entry into the agreement. The agreement contains customary confidentiality and non-solicitation provisions. The shares were exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act. The price of the shares on the date of issuance was $ 4.72 with a total value of $ 944,000 included in the $ 1,561,206 investor relations expenses on the statements of operations for the year ended, December 31, 2025. This amount is also included in the stock-based compensation on the statement of changes in stockholders’ equity and the statements of cash flows for the year ended, December 31, 2025. On March 20, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 80,000 shares of common stock of the Company’s restricted common stock from the Company for a total of $ 200,000 (or $ 2.50 per share). The Subscription Agreement included customary representations and warranties of the Purchaser and the Company. On March 25, 2025, the Company entered into a Master Distribution Agreement (the “ Navy MDA ”), with Navy Wharf, Ltd (“ Navy ”). Pursuant to the Navy MDA, the Company will license certain intellectual property rights from Navy relating to composition and natural formula for a nutraceutical product to manage blood glucose and HbA1c levels to be marketed and sold under the brand Diabetinol® We agreed pursuant to the Navy MDA to pay Navy 1,000,000 shares of the Company’s restricted common stock (the “ Navy Shares ”) and 10 % of the net sales revenue we generate during the term of the Navy MDA. The Navy MDA has a term of in perpetuity, provided that Navy has a right of termination in the event we sell substantially all of our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches the Navy MDA and fails to cure such breach within 90 days or becomes insolvent. The Navy MDA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the Navy MDA. On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “ Rescission Agreement ”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the MSA, effective as of July 30, 2025, and each of the parties provided mutual releases of their obligations under the MSA, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “ Rescission ”). As a result of the Recission Agreement, the Company cancelled the 1,000,000 shares previously issued to Navy Wharf at $ 4.75 per share, or $ 4,750,000 . The Company incurred no material early termination penalties in connection with the Rescission. On March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 116 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 127,600 ) into 85,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 25, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 146 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 160,600 ) into 107,067 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share. On March 26, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 218 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 239,800 ) into 159,867 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. F- 31 On March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 74 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 63,800 ) into 42,533 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 260 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 286,000 ) into 190,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 58 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 81,400 ) into 54,267 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On March 17, 2025, at a Special Meeting of the stockholders of the Company, the stockholders of the Company approved a Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (“ Second Amendment ” and the Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan, as amended by the Second Amendment, the “ 2022 Plan ”). The Second Amendment was originally approved by the Board of Directors of the Company on February 15, 2025, subject to stockholder approval and the Second Amendment became effective at the time of stockholder approval. The 2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) shares in performance of services; (vii) other awards of equity or equity based compensation; or (viii) any combination of the foregoing. In making such determinations, the Board or Compensation Committee may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board or Compensation Committee, in its discretion shall deem relevant. 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 currently the sum of (i) 10,000,000, 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; 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 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. On April 2, 2025, MAAB Global Ltd. (“ MAAB ”), the holder of $ 500,000 of debt owed to MAAB from the Company, which amount was previously owed to Barstool Sports Inc., and subsequently purchased by MAAB in January 2025, was converted into 333,333 shares of the Company’s common stock, at a conversion price of $ 1.50 per share, pursuant to the terms of such debt, as amended on January 27, 2025. The principal balance of the note as of December 31, 2025 is $- 0 -. On April 3, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 350 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 385,000 ) into 256,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On April 8, 2025, we entered into a Consulting Agreement with 2855322 Ontario Inc. (“ 2855322 Ontario ”), whereby 2855322 Ontario agreed to provide financial advisory, investor awareness and related consulting services as reasonably requested by the Company during the term of the agreement, which is for 6 months. In consideration for agreeing to provide the services under the agreement, the Company issued 2855322 Ontario 28,260 shares of common stock valued at $ 1.60 per share for a total of $ 45,216 . F- 32 Effective 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 335,000 fully-vested and earned shares of Company common stock under the 2022 Plan, as a discretionary bonus for consideration for services rendered during 2025, to certain of the Company’s officers and directors, as discussed below. Included as part of the issuances was the issuance of the following shares of common stock to officers and directors of the Company: SCHEDULE OF COMMON STOCK SHARES ISSUED TO OFFICERS AND DIRECTORS Recipient Position With Company Shares Jacob D. Cohen Chief Executive Officer and Chairman 200,000 Antonios Isaac President and Director 60,000 Kenny Myers Director 25,000 Alex Hamilton Director 25,000 Lorraine D’Alessio Director 25,000 On April 10, 2025, we entered into a Consulting Agreement with Luca Consulting, LLC, whereby Luca agreed to provide general consulting 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 Luca 60,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 1.57 per share for a total of $ 94,200 . On April 10, 2025, we amended our Consulting Agreement with North York, Ltd., to include additional services related to identifying various business opportunities and strategic partnerships as reasonably requested by the Company during the term of the agreement. In consideration for agreeing to provide the additional services, the Company agreed to issue North an additional 110,000 shares of common stock under the 2022 Plan. The additional shares were valued at $ 1.57 per share for a total of $ 172,700 . On April 16, 2025, we amended our Consulting Agreement with Spartan Crest Capital, to include additional services related to identifying various business opportunities and strategic partnerships as reasonably requested by the Company during the term of the agreement. In consideration for agreeing to provide the additional services, the Company agreed to issue Spartan an additional 410,000 shares of common stock under the 2022 Plan. The additional shares were valued at $ 2.00 per share for a total of $ 820,000 . On April 16, 2025, we entered into a Consulting Agreement with Cardinal Advisors, Ltd (“ Cardinal ”), whereby Cardinal agreed to provide general consulting 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 Cardinal 100,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 2.00 per share for a total of $ 200,000 . On April 18, 2025, we entered into a Consulting Agreement with ArcStone Securities and Investments Corp. (“ ArcStone ”), whereby ArcStone agreed to provide financial advisory, investor awareness and related consulting services as reasonably requested by the Company during the term of the agreement, which is for 6 months. In consideration for agreeing to provide the services under the agreement, the Company issued ArcStone 100,000 shares of common stock valued at $ 2.57 per share for a total of $ 257,000 . On May 22, 2025, the Company and Arcstone agreed to cancel the agreement and cancellation of 50,000 shares of common stock valued at $ 2.57 per share for a total $ 128,500 . On April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. F- 33 On May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 330,000 ) into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On May 1, 2025, we entered into a Consulting Agreement with LSTM Holdings, LLC (“ LSTM ”), whereby LSTM agreed to provide general consulting services as reasonably requested by the Company during the term of the agreement related to MangoRx Mexico S.A., 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 LSTM 200,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 1.69 per share for a total of $ 338,000 . On 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 Diagonal ”). 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. The shares were valued at $ 1.69 per share for a total of $ 105,625 . On May 22, 2025, we entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. (“ Levo ”), to provide marketing services to the Company during the term of the agreement, which is 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 agreed to pay Levo 120,000 shares of common stock under the 2022 Plan. The shares were valued at $ 1.48 per share for a total of $ 177,600 . The Company will also pay a cash retainer of $ 25,000 /month for Months 1–4 (June–September 2025); $ 30,000 /month for Months 5–8 (October 2025–January 2026); $ 35,000 /month from Month 9 onward (February 2026+). On May 23, 2025, we entered into a Consulting Agreement with Legend Consulting LLC (“ Legend ”), whereby Legend agreed to provide management, development, and advisory services in connection with the nutraceutical products that leverage the intellectual property (“ IP ”) acquired by the Company. These services shall include, but are not limited to: Research, development, and formulation of new and existing products; Conducting market analysis and providing strategic business planning; Advising on regulatory compliance and industry standards; Coordinating manufacturing processes and optimizing supply chain operations; Providing branding strategies and marketing advisory services; and Performing any additional services as may be mutually agreed upon in writing by both parties 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 Legend 240,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 1.83 per share for a total of $ 439,200 . On May 23, 2025, we entered into a Consulting Agreement with Joe Ontman (“ Ontman ”), whereby Ontman agreed to provide general marketing and business related services to the Company. These services shall include providing branding strategies and marketing advisory services and performing any additional services as may be mutually agreed upon in writing by both parties 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 Ontman 70,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 1.83 per share for a total of $ 128,100 . On May 23, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “ Investors ”), pursuant to which the Investors purchased an aggregate of 70,454 units, each consisting of one share of common stock and one half of one warrant to purchase one share of common stock, for a total of $ 1.65 per unit. As a result of the subscriptions, the Company, in consideration for $ 116,249 received from the Investors, issued 70,454 shares of common stock and warrants to purchase 35,227 shares of common stock (the “ Investor Warrants ”) to the Investors. The Subscription Agreements included customary representations and warranties of the Investors and the Company. The fair value of the warrants on the grant date was $ 66,635 . F- 34 The Investor Warrants have an exercise price of $ 3.00 per share, a term through May 23, 2028 and cash only exercise rights. The Investor Warrants include a 4.999 % beneficial ownership limitation, which may be increased to not more than 9.999 % with not less than 61 days prior written notice from each holder. The Investor Warrants also provide that the Company has the right to accelerate the expiration of the Investor Warrants if the volume-weighted average price (VWAP) of the Company’s common stock on Nasdaq reaches or exceeds $ 3.00 per share for five consecutive trading days, with written notice to the warrant holder within two trading days. The notice must specify the trigger date, the relevant VWAP data, and an accelerated expiration date that is at least 30 calendar days from the date the notice is given. If the Investor Warrants are not exercised by 5:00 p.m. (New York time) on the accelerated expiration date, they will automatically expire and be of no further effect. In the event that the Company fails to provide an acceleration notice within two trading days after the applicable acceleration trigger date, the rights of the Company continue to apply to future acceleration trigger events, if any. On June 2, 2025, a holder of Company warrants completed a cashless exercise of 294,643 equity-classified warrants, resulting in the issuance of 93,731 shares of common stock without paying cash proceeds. The warrants carried an exercise price of $ 1.50 per share and were exercised in accordance with a contractual net share settlement provision. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $ 2.20 per share on the relevant trading day, subtracted the exercise price of $ 1.50 , and then multiplied the result by the number of warrants eligible for exercise, which was 294,643 . This product was then divided by the VWAP of $ 2.20 to determine the final number of shares issued. This non-cash transaction removed 294,643 warrants from the Company’s outstanding instruments and added 93,731 shares to common stock outstanding. The accounting impact was recorded within stockholders’ equity with no changes to cash or liabilities. The transaction was consistent with ASC 505-20 and reflects the Company’s approach to prudent capital management. Management continues to monitor financing arrangements to align with shareholder interests and long-term strategic growth. On June 2, 2025, the Company issued 224,981 shares of common stock pursuant to the cashless exercise of 699,143 equity-classified warrants. The warrants had an exercise price of $ 1.50 per share and were classified as equity instruments under ASC 505-20. The warrant holder elected to exercise the warrants on a cashless basis, surrendering 280,999 warrants in lieu of cash payment. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $ 2.20 per share on the relevant trading day, subtracted the exercise price of $ 1.50 , and then multiplied the result by the number of warrants eligible for exercise, which was 699,143 . This product was then divided by the VWAP of $ 2.20 to determine the final number of shares issued. The Company recorded: ● An increase in Common Stock of $ 23 ; ● An increase in APIC – Common Stock of $ 23 . No cash was received. The transaction was accounted for entirely within equity, and the warrants were extinguished upon exercise. On June 5, 2025, holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 110,000 ) into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. F- 35 On June 5, 2025, the Company delivered an Advance Notice to the Purchaser and sold the Purchaser 100,000 shares of common stock pursuant to the terms of the ELOC for $ 1.9319 per share for a total of $ 193,190 , net of fees, discounts and expenses. On June 9, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 150,000 aggregate exercise price and issued 100,000 shares of common stock. As described in Note 3 above, on June 10, 2025, the Company delivered an Advance Notices to Platinum Point Capital and sold Platinum Point Capital 261,667 shares of common stock pursuant to the terms of the ELOC ranging from $ 1.43 to $ 1.79 per share for a total of $ 366,830 , net of fees, discounts and expenses. On July 2, 2025, we entered into a First Amendment to Consulting Agreement with LSTM whereby LSTM agreed to provide additional general consulting services as reasonably requested by the Company during the term of the agreement related to MangoRx Mexico S.A., 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 additional services under the agreement, the Company issued LSTM an additional 250,000 shares (for a total of 450,000 shares of common stock) and which were issued under the Company’s 2022 Plan. The shares were valued at $ 1.51 per share for a total of $ 377,500 . On July 3, 2025, we entered into a Consulting Agreement with Dr. Douglas Christianson (“ Dr. Christianson ”), whereby Dr. Christianson agreed to provide medical research and product development services in connection with assisting in identifying and formulating additional products for both PeachesRx and MangoRx, 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 Dr. Christianson 50,000 shares of common stock under the Company’s 2022 Plan. The shares were valued at $ 1.49 per share for a total of $ 74,500 . On July 16, 2025, Indigo Capital LP, which entity held a convertible promissory note in the principal amount of $ 500,000 , converted the principal amount of such note, and accrued interest due through maturity of $ 90,000 , into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $ 1.50 per share, as set forth in the convertible promissory note. On July 29, 2025, a holder of certain outstanding warrants of the Company, exercised warrants to purchase 198,000 shares of common stock with an exercise price of $ 1.50 , for an aggregate of $ 297,000 , and were issued 198,000 net shares of common stock. On August 26, 2025, the Company entered into a Subscription Agreement pursuant to which the purchaser agreed to purchase 161,290 shares of common stock of the Company’s restricted common stock from the Company for a total of $ 250,000 , $ 1.55 per share. The Subscription Agreement included customary representations and warranties of the Purchaser and the Company. On August 27, 2025, we entered into a Consulting Agreement with Amundson Media, LLC (“ Amundson ”), whereby Amundson agreed to provide marketing and direct media buying strategies services 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 Amundson 20,970 shares of common stock under the Company’s 2022 Plan for outstanding fees that were due. The shares were valued at $ 1.96 per share for a total of $ 41,100 . Amundson will be compensated $ 12,000 per month the services rendered. Amundson may elect to receive the Consulting Fee, in whole or in part, in shares of the Company’s common stock (the “ Consulting Shares ”), in lieu of cash. Any such election must be made in writing and delivered to the Company within five (5) business days following the end of the applicable calendar month. The number of Consulting Shares to be issued shall be determined by dividing (i) the dollar amount of the Consulting Fee otherwise payable for such month by (ii) the closing price of the Company’s common stock on the last trading day of such month. F- 36 On August 29, 2025, the Company entered into four Subscription Agreements pursuant to which the purchasers agreed to purchase 548,386 shares of common stock of the Company’s restricted common stock from the Company for a total of $ 850,000 , $ 1.55 per share. The Subscription Agreements included customary representations and warranties of the Purchasers and the Company. Effective on 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 900,000 fully-vested and earned shares of Company common stock under the Second Amended and Restated Mangoceuticals, Inc. 2022 Plan, as a discretionary bonus for consideration for services rendered during 2025, to certain of the Company’s officers and directors, as discussed below. Included as part of the issuances was the issuance of the following shares of common stock to officers and directors of the Company: Recipient Position With Company Shares Jacob D. Cohen Chief Executive Officer and Chairman 500,000 Eugene Johnston Chief Financial Officer 100,000 Kenny Myers Director 100,000 Alex Hamilton Director 100,000 Lorraine D’Alessio Director 100,000 On September 10, 2025, we entered into a First Amendment to Consulting Agreement with Luca Consulting, LLC whereby Luca agreed to provide general consulting 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 additional services under the agreement and extending the agreement through September 9, 2026, the Company issued Luca an additional 500,000 shares (for a total of 560,000 shares of common stock) and which were issued under the Company’s 2022 Plan. The additional shares were valued at $ 2.19 per share for a total of $ 1,095,000 . On September 10, 2025, we entered into a Consulting Agreement with PHX Global, LLC (“ 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 twelve 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. The agreement contains customary confidentiality and non-solicitation provisions. In consideration for agreeing to provide the services under the agreement, the Company issued PHX 500,000 shares which were issued under the Company’s 2022 Plan. The additional shares were valued at $ 2.19 per share for a total of $ 1,095,000 . On September 16, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 500 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 550,000 ) into 366,667 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $ 1.50 per share. On September 16. 2025, the Company issued 100,000 shares to The Loev Law Firm, PC, for legal services rendered to the Company. David M. Loev, the managing partner of The Loev Law Firm, PC is the brother-in-law of Jacob Cohen, our Chief Executive Officer. The shares, which were issued under the Company’s 2022 Plan, were valued at $ 2.13 per share for a total of $ 213,000 . On September 25, 2025, we entered into a Second Amendment to Consulting Agreement with LSTM whereby LSTM agreed to provide additional general consulting 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 additional services under the agreement, the Company issued LSTM an additional 250,000 shares (for a total of 700,000 shares of common stock) and which were issued under the Company’s 2022 Plan. The shares were valued at $ 2.16 per share for a total of $ 540,000 . F- 37 On October 16, 2025, 32 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $ 35,200 ) were converted by the holder into 23,467 shares of common stock at a conversion price of $ 1.50 per share. On December 2, 2025, we entered into a Consulting Agreement with Aleksander Kocot whereby Mr. Kocot agreed to provide general consulting 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 51,774 shares common stock and which were issued under the Company’s 2022 Plan. The shares were valued at $ 1.16 per share for a total of $ 60,000 . On December 19, 2025, the Company completed an offering of 1,430,502 shares of common stock at $ 1.295 per share and 500,000 pre-funded warrants at $ 1.29499 per warrant, with an exercise price of $ 0.000001 , generating gross proceeds of $ 2,499,995 . Offering costs totaled $ 285,000 for net funds to the Company of $ 2,224,995 . On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $ 5 net of any expenses. Options: During the year ended December 31, 2022, the Company granted a total of options to purchase 83,333 shares of common stock of the Company, under the 2022 Plan, of which 50,000 were granted to Jacob Cohen, the Company’s CEO, and 33,333 were granted to Jonathan Arango, the Company’s then President and then COO, related to their respective 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 . On May 1, 2023, the Company granted options to purchase 10,000 shares of common stock of the Company, under the 2022 Plan to Amanda Hammer, the Company’s then COO, 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. On December 28, 2023, the Company granted options to purchase 83,333 shares of common stock of the Company, under the 2022 Plan to Jacob Cohen, the Company’s CEO, related to his employment agreement. The options have an exercise price of $ 4.80 per share, an original life of five years and vested at the time of grant. On March 28, 2024, Mr. Arango resigned from his position as President and Director of the Company. As detailed in his employment agreement, 18,889 unvested options were forfeited upon resignation or termination of employment as an officer and director. Mr. Arango did not exercise his 14,444 vested options by the June 28, 2024 deadline for exercise, resulting in all vested options being terminated. On July 12, 2024, the Company granted options to purchase 13,333 shares of common stock of the Company, under the 2022 Plan to Raffi Sahul, related to his agreement to serve as manager of MangoRx IP. The options have an exercise price of $ 5.55 per share, an original life of three years and vested immediately. On 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 vest in full upon any termination of Mr. Cohen by the Company without cause, or by Mr. Cohen for good reason, or upon a change of control of the Company. For the year ended December 31, 2025 and 2024, $ 1,168,280 and $ 248,682 , respectively, have been recorded and included as stock-based compensation expense on the consolidated statement of operations. Mr. Cohen, Mr. Arango (former President and Director) and Ms. Hammer (former COO) are related parties. F- 38 The following table summarizes common stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted Average Exercise Price Outstanding, December 31, 2023 176,666 $ 10.98 Granted 13,333 $ 5.55 Exercised - - Expired / Forfeited ( 33,333 ) 16.50 Outstanding, December 31, 2024 156,666 $ 9.34 Granted 2,000,000 $ 2.30 Exercised - - Expired / Forfeited - - Outstanding, December 31, 2025 2,156,666 $ 2.81 Exercisable, December 31, 2025 655,277 $ 3.95 The weighted average exercise prices, remaining lives for options granted, and exercisable as of December 31, 2025 were as follows: SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE Outstanding Options Exercisable Options Options Exercise Price Per Share Shares Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 16.50 60,000 2.61 $ 16.50 58,611 $ 16.50 $ 4.80 83,333 2.99 $ 4.80 83,333 $ 4.80 $ 5.55 13,333 1.53 $ 5.55 13,333 $ 5.55 $ 2.30 2,000,000 .97 $ 2.30 500,000 $ 2.30 As of December 31, 2025, the aggregate initial fair value of the options measured on the grant dates of August 31, 2022, May 1, 2023, December 28, 2023, July 12, 2024, and September 9, 2025 was calculated using the Black-Scholes option pricing model based on the following assumption: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS Fair Value of common stock on measurement date $ 30.47 – 4.31 Risk free interest rate 4.13 % - 4.10 % Volatility 136.49 % - 125.78 % Dividend Yield 0 % Expected Term 5.75 - 3.0 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. (4) The Company, in accordance with staff accounting bulletin (“ SAB ”)14-D.2, used the simplified method (plain vanilla) to determine the overall expected term. Warrants: In August 2022, the Company initiated a private placement of up to $ 2 million of units to accredited investors, with each unit consisting of one-fifteenth of a share of common stock and a warrant to purchase one-fifteenth of one share of common stock, at a price of $ 1.00 per unit (the “ Private Placement Warrants ”). The warrants have a five-year term (from each closing date that units were sold) and an exercise price of $ 15.00 per share. In total, we sold an aggregate of 2,000,000 units for $ 2,000,000 to 23 accredited investors between August 16, 2022 and December 22, 2022. There were Private Placement Warrants to purchase 65,033 and 65,033 shares of common stock outstanding as of December 31, 2025 and December 31, 2024, respectively. F- 39 As additional consideration in connection with the IPO, upon the closing of the IPO, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the IPO, warrants to purchase 5,833 shares of common stock with an exercise price of $ 75.00 per share, which were exercisable six months after the effective date of the registration statement filed in connection with the IPO (March 20, 2023) and expire five years after such effectiveness date, or March 20, 2028. The fair value of the warrants on the grant date was $ 31,995 . As additional consideration in connection with the follow-on offering, upon the closing of the follow-on offering, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the follow on offering following the IPO, warrants to purchase 18,667 shares of common stock with an exercise price of $ 5.70 per share, which were exercisable six months after the effective date of the registration statement filed in connection with the follow-on offering (December 19, 2023) and expire five years after such effectiveness date. The fair value of the warrants on the grant date was $ 78,174 . On January 22, 2024, pursuant to an Underwriting Agreement, the Company also issued a common stock purchase warrant to the representative of the underwriters for the purchase of 2,800 shares of its common stock at an exercise price of $ 5.63 , subject to adjustments. The warrants are exercisable at any time and from time to time, in whole or in part, until December 14, 2028, and may be exercised on a cashless basis. The warrants also include customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the warrants. The warrants and the shares of common stock underlying the warrants were registered as a part of the follow-on registration statement. The fair value of the warrants on the grant date was $ 12,086 . On April 4, 2024, pursuant to the SPA with the Purchaser, the Company issued a common stock purchase warrant for the purchase of 220,000 shares of its common stock at an exercise price of $ 3.90 per share to the Purchaser. The warrant is exercisable at any time and from time to time, in whole or in part, until April 4, 2029. The fair value of the warrant on the grant date was $ 681,352 . On June 28, 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 66,667 shares of its common stock at an exercise price of $ 7.50 per share to the Purchaser. The warrant is exercisable at any time and from time to time, in whole or in part, until June 28, 2029. The fair value of the warrant on the grant date was $ 260,750 . On June 28 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 33,333 shares of its common stock at an exercise price of $ 15.00 per share to the Purchaser. The warrant is exercisable at any time and from time to time, in whole or in part, until June 28, 2029. The fair value of the warrant on the grant date was $ 122,341 . On August 22, 2024, we entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. (“ Levo ”), to provide marketing services to the Company during the term of the agreement, which is 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 agreed to pay $ 6,250 in cash and issue Levo 13,000 shares of restricted common stock under the 2022 Plan. The shares were valued at $ 4.35 per share for a total of $ 56,160 . The Company also agreed to issue warrants to purchase 20,000 shares of common stock of the Company, based on certain milestones being met. The warrants will expire three years from the date of milestone being reached. The agreement contains customary confidentiality and non-solicitation provisions. None of the milestones had been met as of December 31, 2024. In accordance with ASC 718, we have calculated the fair value to be $ 68,170 on the grant date of August 22, 2024, using the Black-Scholes Valuation Model. As of the date of this Report, no milestones have been met and therefore no warrants have been issued to Levo pursuant to the agreement. From December 18 - 31, 2024, pursuant to the December 2024 SPAs, the Company issued a common stock purchase warrant for the purchase of 528,000 shares of its common stock at a weighted average exercise price of $ 2.62 per share to the December 2024 Purchasers. The warrant is exercisable at any time and from time to time, in whole or in part, until December 18 -31, 2029. The fair value of the warrants on the grant date was $ 1,193,887 . F- 40 Effective on January 3rd and 6th, 2025, we agreed to definitive terms on the January 2025 SPAs with the January 2025 Purchasers pursuant to which the Company sold the January 2025 Purchasers, and the January 2025 Purchasers purchased from the Company, 300 shares of Series B Preferred Stock for $ 300,000 , and warrants to purchase 396,000 shares of common stock with an exercise price of $ 2.61 per share; 500 shares of Series B Preferred Stock for $ 500,000 , and warrants to purchase 660,000 shares of common stock with an exercise price of $ 2.59 per share; and 50 shares of Series B Preferred Stock for $ 50,000 , and warrants to purchase 66,000 shares of common stock with an exercise price of $ 2.59 per share, respectively. Each of the SPAs closed on the dates they were entered into, and the warrants were granted on the same dates. The fair value of the warrants on the grant date was $ 2,226,602 . On February 10, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 140,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 210,000 aggregate exercise price and issued 140,000 shares of common stock to the prior holder on February 11, 2025. On February 11, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 150,000 aggregate exercise price and issued 100,000 shares of common stock to the prior holder on February 11, 2025. On February 14, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 80,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 120,000 aggregate exercise price and issued 80,000 shares of common stock to the prior holder on February 14, 2025. On June 2, 2025, the Company completed a cashless exercise of 294,643 equity-classified warrants, resulting in the issuance of 93,731 shares of common stock without receiving cash proceeds. The warrants carried an exercise price of $ 1.50 per share and were exercised in accordance with a contractual net share settlement provision. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $ 2.20 per share on the relevant trading day, subtracted the exercise price of $ 1.50 , and then multiplied the result by the number of warrants eligible for exercise, which was 294,643 . This product was then divided by the VWAP of $ 2.20 to determine the final number of shares issued. This non-cash transaction removed 294,643 warrants from the Company’s outstanding instruments and added 93,731 shares to common stock outstanding. The accounting impact was recorded within stockholders’ equity with no changes to cash or liabilities. The transaction was consistent with ASC 505-20 and reflects the Company’s approach to prudent capital management. Management continues to monitor financing arrangements to align with shareholder interests and long-term strategic growth. On June 2, 2025, the Company issued 224,981 shares of common stock pursuant to the cashless exercise of 699,143 equity-classified warrants. The warrants had an exercise price of $ 1.50 per share and were classified as equity instruments under ASC 505-20. The warrant holder elected to exercise the warrants on a cashless basis, surrendering 280,999 warrants in lieu of cash payment. The number of shares issued was calculated using a formula set forth in the warrants that takes into account the difference between the market price and the exercise price of the warrants. Specifically, the calculation used the volume-weighted average price (VWAP) of $ 2.20 per share on the relevant trading day, subtracted the exercise price of $ 1.50 , and then multiplied the result by the number of warrants eligible for exercise, which was 699,143 . This product was then divided by the VWAP of $ 2.20 to determine the final number of shares issued. F- 41 The Company recorded: ● An increase in Common Stock of $ 23 ; and ● An increase in APIC – Common Stock of $ 23 . No cash was received. The transaction was accounted for entirely within equity, and the warrants were extinguished upon exercise. On June 9, 2025, the Company received a Notice of Exercise from a holder of warrants to purchase shares of common stock relating to the exercise of warrants to purchase 100,000 shares of common stock with an exercise price of $ 1.50 per share. The Company received the $ 150,000 aggregate exercise price and issued 100,000 shares of common stock. On July 29, 2025, a holder of certain outstanding warrants of the Company, exercised warrants to purchase 198,000 shares of common stock with an exercise price of $ 1.50 , for an aggregate of $ 297,000 , and was issued 198,000 net shares of common stock. On December 19, 2025, the Company completed an offering of 1,430,502 shares of common stock at $ 1.295 per share and 500,000 pre-funded warrants at $ 1.29499 per warrant, with an exercise price of $ 0.000001 , generating gross proceeds of $ 2,499,995 . Offering costs totaled $ 285,000 for net funds to the Company of $ 2,224,995 . On December 24, 2025, the 500,000 pre-funded warrants were fully exercised for $ 5 net of any expenses. As part of the offering, the Company also issued 1,930,502 warrants with an exercise price of $ 1.4245 that expire on December 18, 2030 . In accordance with ASC 718, we have calculated the fair value to be $ 967,845 on the grant date, using the Black-Scholes Valuation Model. As of December 31, 2025 and December 31, 2024, the fair value of warrants outstanding was $ 3,579,121 and $ 2,611,413 , respectively. The warrant’s fair value was assessed on the grant date. During the year ended December 31, 2025, there were 3,413,211 warrants to purchase common stock issued at a fair value of $ 4,407,618 on the grant date. The following table summarizes common stock warrants activity: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY Warrants Weighted Average Exercise Price Per Share Outstanding, December 31, 2023 89,533 $ 16.95 Granted 850,800 $ 5.75 Exercised - - Expired - - Cancelled - - Outstanding, December 31, 2024 940,333 $ 5.08 Granted 3,413,211 $ 1.47 Exercised 1,425,143 $ 1.26 Expired - - Cancelled - - Outstanding, December 31, 2025 2,928,401 $ 1.98 Exercisable, December 31, 2025 2,928,401 $ 1.98 F- 42 The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of December 31, 2025, were as follows: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and Vested Warrants Weighted Average Warrant Exercise Price Per Share Shares Life (Years) $ 1.98 2,928,401 5.22 As of December 31, 2025, warrants to purchase 2,298,401 shares of common stock are outstanding and vested, and the vested stock warrants have a weighted average remaining life of 5.22 years. The aggregate initial fair value of the warrants granted in 2024 and 2025 was calculated using the Black-Scholes option pricing model based on the following assumptions: SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS Fair Value of common stock on measurement date $ 10.90 - $ 0.50 Risk free interest rate From 4.59 % to 3.42 % Volatility From 238.00 % to 106.62 % Dividend Yield 0 % Expected Term 3 - 5 years (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. Note 9 – Debt Extinguishment On December 19, 2025, the Company prepaid in full its outstanding promissory notes with The Tiger Cub Trust. The notes had original principal balances of $ 100,000 and $ 75,000 , bore interest at 18 % per annum, and was scheduled to mature on May 2, 2026 and December 4, 2026 , respectively. In connection with the early repayment, the Company paid $ 118,000 and $ 88,500 , which included the principal amount of $ 100,000 and $ 75,000 and a make-whole premium of $ 18,000 $ 13,500 , respectively, as required under the terms of the agreement. Accrued interest of $ 11,550 and $ 563 , respectively, was also settled as part of the payoff. Under ASC 470-50, Debt – Modifications and Extinguishments, the prepayment is accounted for as a debt extinguishment because the Company settled the liability prior to its contractual maturity. The Company derecognized the carrying amount of the note and related accrued interest and recorded the difference between the cash paid and the carrying amount as a loss on extinguishment of debt in the consolidated statement of operations. The loss recognized was $ 19,388 , calculated as follows: SCHEDULE OF DEBT EXTINGUISHMENT Description Amount Cash paid $ 206,500 Less: Carrying amount $ 187,113 Loss on extinguishment $ 19,388 The loss on extinguishment is presented within Other (income) expense, net for the year ended December 31, 2025. This amount is excluded from operating income and EBITDA. The cash outflow related to this transaction is reflected in financing activities in the consolidated statement of cash flows. F- 43 NOTE 10 – GOING CONCERN These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the next twelve months. As reflected in the accompanying consolidated financials, the Company had a net loss of $ 20,643,455 for the year ended December 31, 2025 and an accumulated deficit of $ 40,647,480 as of December 31, 2025. The Company will need to raise additional capital to successfully execute its business plan of which there can be no assurance. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing shareholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues, our financial position, and liquidity, or force us to abandon our business plan. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the 12 months from date of issuance of this filing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 11 – COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. On October 31, 2024, Eli Lilly and Company (“ Eli Lilly ”) filed a complaint against us in the Northern District of Texas Dallas Division. The complaint alleges causes of action against us for false and misleading advertising and promotion in violation of Section 43(a)(1)(B) of the Lanham Act; and false advertising, in connection with the Company’s TRIM product, and seeks (a) a declaratory judgment, an injunction from falsely stating or suggesting that our oral dissolvable tirzepatide tablets are approved by the FDA, have been the subject of clinical studies, or achieve certain therapeutic outcomes; engaging in any unfair competition with Eli Lilly; and engaging in any deceptive or unfair acts; (b) an order requiring the Company and its officers, agents, servants, employees, and attorneys and all persons acting in concert or participation with any of them, to engage in corrective advertising by informing consumers that: a. our oral dissolvable tirzepatide tablets do not contain the same formulation as MOUNJARO® or ZEPBOUND®; b. our oral dissolvable tirzepatide tablets do not contain the same dosage as MOUNJARO® or ZEPBOUND®; c. our oral dissolvable tirzepatide tablets are not and have never been approved by FDA; d. our oral dissolvable tirzepatide tablets have never been studied in clinical trials; and d. our oral dissolvable tirzepatide tablets have never been demonstrated to be safe or effective; (c) an order directing the Company to file with the court and serve on Eli Lilly’s attorneys, thirty (30) days after the date of entry of any injunction, a report in writing and under oath setting forth in detail the manner and form in which it has complied with the court’s injunction; (e) an order requiring the Company to account for and pay to Eli Lilly any and all profits arising from the foregoing acts of alleged false advertising; (f) an order requiring the Company to pay Eli Lilly compensatory damages in an amount as of yet undetermined caused by the false advertising and trebling such compensatory damages for payment to Lilly in accordance with 15 U.S.C. § 1117 and other applicable laws; (f) an order requiring the Company to pay Eli Lilly all types of monetary remedies available under Texas state law in amounts as of yet undetermined caused by the foregoing acts of unfair competition; (g) pre-judgment and post-judgment interest on all damages; and (h) attorney’s fees. As discussed above, the initial Complaint asserted two claims: (i) false advertising under the federal Lanham Act; and (ii) common law deceptive advertising. The Company moved to dismiss the second claim, arguing that Texas does not recognize such a claim. Thereafter, on January 30, 2025, Eli Lilly responded by filing an amended complaint wherein it removed the 2 nd cause of action. On February 24, 2025, the Company filed its response along with its affirmative defenses and concluding with a motion to dismiss. On June 23, 2025, the Company and Eli Lilly entered into a Confidential Settlement and Mutual Release Agreement whereby both parties agreed to settle and resolve the complaint upon the Company agreeing pay Lilly a total of $ 20,000 in cash (the “ Settlement Amount ”) and the Company agreeing to refrain from marketing and selling its Tirzepatide based ‘TRIM’ products on its MangoRx.com website in the future. The Company paid the Settlement Amount on June 27, 2025 and has been settled in full. F- 44 On February 18, 2025, Boustead brought an arbitration action against the Company with the Financial Industry Regulatory Authority (“ FINRA ”) claiming fees for services owed to Boustead pursuant to its original Engagement Agreement and Advisory Services Agreement entered into with Boustead on June 21, 2022 (the “ Boustead Agreement ”). Specifically, Boustead is claiming the Company owes Boustead in excess of $ 1,000,000 in cash and warrants for various financial advisory related services for transactions in which the Company did not engage or retain any financial advisor and in which the Company entered into on its own accord. Furthermore, all transactions in which they are claiming fees transpired after the Right of First Refusal provision of the Boustead Agreement terminated on or around March 20, 2024. The Company believes this is an ill-willed attempt for Boustead to receive fees in which they are not entitled and that this claim has no basis or merit. The Company intends to vigorously defend itself against this claim with FINRA through arbitration. On 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 Diagonal ”). 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. The shares were issued on May 5, 2025 with a fair value of $ 105,625 . In connection with the appointment of Mr. Antonios Isaac as a member of the Board of Directors of the Company and as President of the Company, the Company entered into a Consulting Agreement with Mr. Isaac on January 15, 2025 (the “ Isaac Consulting Agreement ”). Pursuant 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 by Mr. Isaac under the Isaac Consulting Agreement, the Company agreed to pay him $ 10,000 per month. Pursuant to the Isaac Consulting Agreement, we agreed to reimburse Mr. Isaac’s expenses, subject to pre-approval for any expense greater than $ 500 . On July 1, 2025, Mr. Antonios Isaac, the Company’s President and member of the Board of Directors, provided notice to the Company of his resignation as both a member of the Board of Directors and President. On January 27, 2025, the Company entered into a First Amendment to Payment Plan Letter Agreement (the “ 1 st Amendment ”) with MAAB Global Ltd. (“ MAAB ”). MAAB had previously purchased rights to $ 500,000 owed by the Company to Barstool Sports, Inc. (“ Barstool ” and the “ Debt ”) on January 10, 2025, which amount was non-interest bearing, and due pursuant to the terms of a Payment Plan Letter Agreement entered into between Barstool and the Company on August 27, 2024. Pursuant to the 1 st Amendment, the Company and MAAB agreed to amend the terms of the Debt to allow MAAB the right, exercisable at any time, to convert the $ 500,000 of Debt into shares of the Company’s common stock at a conversion price of $ 1.50 per share. See Note 7 for further details regarding the request to convert the Note to shares of common stock. On August 6, 2025, the Company filed a lawsuit in the 191 st Judicial District Court of Dallas, County in Dallas, Texas against its former technology consulting and software development firm, Clarity Ventures, Inc. (“Clarity”). The Company alleges that Clarity failed to deliver a fully functional, HIPAA-compliant enterprise resource planning (“ERP”) and eCommerce platform that Clarity had been engaged to design and implement in support of the Company’s operations. The lawsuit seeks damages exceeding $ 73 million, exclusive of interest, costs, and attorneys’ fees. Clarity has denied the Company’s allegations and has asserted counterclaims related to alleged unpaid invoices. The Company believes these counterclaims are unwarranted, as all binding and required payments under the applicable agreements were made in full prior to disengaging from Clarity’s services. The Company intends to vigorously pursue its claims and defend against the counterclaims through the litigation process. As of the date of this report, the Company has filed with the courts its first set of interrogatories, requests for production, and requests for admissions. RELATED PARTIES On January 28, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit Committee, made up of independent members of the Board of Directors, entered into an LT Global Practice Management Service Agreement (the “ LT Service Agreement ”) with LT Global Practice Management (“ LT Global ”), which entity is owned by the wife of Mr. Cohen. Pursuant to the agreement, LT Global agreed to provide us virtual professionals at the rate of between $ 1,800 to $ 3,500 on a full-time basis per virtual professional. The agreement has a term beginning on January 15, 2025, and continuing until either party provides the other at least 30 days prior written notice. The agreement includes customary confidentiality requirements of the parties, indemnification requirements, and other provisions. On, and effective on February 6, 2025, the Company, with the approval of the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, entered into a First Amendment to Employment Agreement with Amanda Hammer, the Company’s then Chief Operating Officer (the “ Hammer Amendment ”). Pursuant to the Hammer Amendment, Ms. Hammer’s role with the Company was expanded to include serving as Chief Operating Officer of Mango & Peaches Corp.; certain provisions of the employment agreement relating to the Company were amended to include both the Company and Mango & Peaches; Ms. Hammer’s compensation was increased to $ 180,000 per year, effective February 1, 2025; and the Company agreed to pay Ms. Hammer a cash bonus of $ 15,000 within 30 days of the effective date of the Hammer Amendment. On October 27, 2025, the Company entered into a Separation Agreement with its then Chief Operating Officer, Amanda Hammer (“ Hammer ”), pursuant to which (i) Hammer’s employment with the Company was terminated, effective October 22, 2025, and (ii) the Company agreed to pay Hammer a separation payment consisting of nine (9) months of pay at Hammer’s regular compensation rate (the “ Separation Payment ”). F- 45 On April 24, 2025, we entered into a First Amendment to Amended and Restated Executive Employment Agreement with Jacob D. Cohen, our Chief Executive Officer (the “ Amendment ”). The Amendment, which has an effective date of April 1, 2025, amended that prior Amended and Restated Executive Employment Agreement dated December 13, 2024, by and between the Company and Mr. Cohen, as amended to date (the “ A&R Agreement ”) to: (a) provide for Mr. Cohen to be paid a bonus of an additional 4,892,906 shares of Mango & Peaches, a subsidiary of the Company, common stock (the “ M&P Stock ”); (b) increase Mr. Cohen’s base yearly compensation to $ 420,000 per year (from $ 360,000 per year); (c) increase the monthly office allowance payable to Mr. Cohen to $ 10,000 (from $ 7,500 ); and (d) increase the monthly car allowance payable to Mr. Cohen to $ 5,000 per month (from $ 2,500 ). 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. Operating Leases The Company has a lease for an office in Dallas, Texas classified as operating leases under ASC 842. On September 28, 2022, and with an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway, L.P. (the “ Landlord ”) to lease and occupy approximately 2,201 square feet of office space located at 15110 Dallas Parkway, Suite 600, Dallas, Texas 75248 to serve as the Company’s main headquarters (the “ Lease Agreement ”). The Lease Agreement has a term of thirty-eight ( 38 ) months and has a monthly base rent of $ 5,777.63 , or $31.50 per square foot, from months 3-18 and increases at the rate of $1 per square foot per annum until the end of the lease term (the “ Base Rent ”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, hazard and liability insurance and common area maintenance costs for the building at the rate of 2.45 % (the “ Proportionate Rent ”). Upon the execution of the Lease Agreement, the Company agreed to prepay the first full month’s Base Rent along with a security deposit equal to $ 16,942 . The lease expired on November 30, 2025 and was not renewed. As of December 31, 2025, the deposit was not returned. The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 6 % to estimate the present value of the right-of-use liability. The Company has right-of-use assets of $- 0 - and operating lease liabilities of $- 0 - as of December 31, 2025. Operating lease expense for the year ended December 31, 2025 was $ 62,120 . The Company has recorded $ 0 in impairment charges related to right-of-use assets during the year ended December 31, 2025. On October 27, 2025, the Company entered into a Lease Agreement (the “ Lease ”) with SVHQ, LLC (the “ Landlord ”) to lease and occupy approximately 2,467 square feet of office space located at 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245 (the “ Premises ”). The Lease also includes the non-exclusive right, in common with Landlord, to use and occupy an adjacent shared space consisting of approximately 1,253 square feet (the “ Shared Space ”). The Lease has a term of sixty ( 60 ) months, commencing on November 1, 2025 and expiring on October 31, 2030 , and has a monthly base rent of $ 4,852 , including $ 3,803 for the Premises and $ 966 for the Shared Space (the “Base Rent”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata share of all real estate taxes and assessments, insurance, and common area maintenance costs for the building at the rate of 14.81%, consisting of 11.81% for the Premises and 3.00% for the Shared Space (the “Additional Rent”). Upon the execution of the Lease, the Company has agreed to prepay the first full month’s Base Rent and Additional Rent, consisting of $ 6,141 , along with a security deposit equal to $ 14,557 . The Lease includes a right of first refusal to purchase the Premises, but not the Shared Space, on the same terms and conditions as those offered by Landlord to any bona fide third-party purchaser during the term. The Lease includes customary representations of the Company and the Landlord. F- 46 The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company used an estimated incremental borrowing rate of 8 % to estimate the present value of the right-of-use liability. The Company has right-of-use assets of $ 307,861 and operating lease liabilities of $ 307,823 as of December 31, 2025. Operating lease expense for the year ended December 31, 2025 was $ 6,141 . The Company has recorded $ 0 in impairment charges related to right-of-use assets during the year ended December 31, 2025. SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities at December 31, 2025 Amount 2026 $ 73,697 2027 73,697 2028 73,697 Later years 141,253 Total lease payments 362,344 Less: Imputed interest ( 54,522 ) Present value of lease liabilities $ 307,822 NOTE 12 - INCOME TAXES The U.S. statutory federal corporate income tax rate is 21 % for the years ended December 31, 2025 and 2024. The Company records tax positions as liabilities in accordance with ASC 740 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2025 and 2024, the Company has not recorded any uncertain tax positions in its financial statements. The following table presents the components of income tax expense for the years ended December 31, 2025 and 2024: SCHEDULE OF INCOME TAX EXPENSE 2025 2024 For the years ended December 31, 2025 2024 Profit (loss) before income taxes $ ( 20,643,455 ) $ ( 8,707,226 ) US Fed Income Tax rate 21.00 % 21.00 % Income taxes computed at Fed Income Tax rate ( 4,335,125 ) ( 1,828,517 ) Reconciling items: Tax effect of income that is not taxable — — Tax effect of expenses that are not deductible * — — Change in valuation allowance 4,335,125 1,828,517 Income tax expense $ — $ — SCHEDULE OF DEFERRED TAX ASSET 2025 2024 For the years ended December 31, 2025 2024 Current $ - - Deferred $ - - Provision for income taxes, net of valuation allowance $ - - The following table presents the significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024: SCHEDULE OF DEFERRED TAX ASSETS As of December 31, 2025 As of December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 5,085,064 $ 3,076,580 Stock-based compensation 2,761,382 947,164 Depreciation 2,087 6,692 Amortization of intangible assets 3,854 3,854 Total deferred tax assets 7,852,386 4,034,291 Less: valuation allowance ( 7,852,386 ) ( 4,034,291 ) Deferred tax assets, net $ - $ - The Company has established a full valuation allowance against its net deferred tax assets as it is more likely than not that such assets will not be realized based on the Company’s history of operating losses. The valuation allowance increased by approximately $ 4,335,125 during the year ended December 31, 2025. The Company has net operating loss carryforwards of approximately $ 24,214,592 as of December 31, 2025. These carryforwards were generated after December 31, 2017 and therefore do not expire under current U.S. tax law; however, their annual utilization is limited to 80% of taxable income in any given year. The utilization of these net operating loss carryforwards may be further limited pursuant to Section 382 of the Internal Revenue Code as a result of cumulative changes in ownership. No formal Section 382 study has been completed, and accordingly, the extent of any such limitation has not been quantified. If a limitation exists, the Company’s ability to utilize its net operating loss carryforwards in any given year could be reduced or eliminated . As of December 31, 2025 and 2024, the Company had no income tax payable. F- 47 NOTE 13 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the consolidated balance sheet date but before the consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events: On January 1, 2026, we entered into a Third Amendment to Consulting Agreement with LSTM whereby LSTM agreed to provide additional general consulting 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 additional services under the agreement, the Company issued LSTM an additional 400,000 shares (for a total of 1,100,000 shares of common stock) and which were issued under the Company’s 2022 Plan. The shares were valued at $ 0.74 per share for a total of $ 296,000 . On January 12, 2026, we entered into another service agreement with Greentree. The Company and Greentree were previously party to a service agreement which expired pursuant to its terms on September 30, 2025. Since February 2015, Mr. Eugene M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022), has served as Audit Manager for Greentree. Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) assistance to the Company with compliance filings for the quarters ended March 31, 2026, June 30, 2026, September 30, 2026, and the year ended December 31, 2025, including the consolidation structure and entries as well as assistance with United States Generally Accepted Accounting Principles (“ US GAAP ”) footnotes; (b) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the Securities and Exchange Commission (the “ SEC ”); (c) providing necessary consulting services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its attorneys, certified public accountants and transfer agent; and (d) preparing and filing the Company’s tax returns with the Internal Revenue Service for the 2025 tax year. The Company agreed to issue Greentree 40,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement (fully-earned upon issuance), and to pay Greentree $40,000 in cash, payable as follows: (a) $20,000 on or before January 15, 2026; and (b) $20,000 on or before March 31, 2026. We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company. The 40,000 shares were issued to Greentree at a price of $ 0.785 per share for a total of $ 31,400 . The Service Agreement continued in effect through November 14, 2026, 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 the term of the Service Agreement is immediately due and payable. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. Concurrent with the Greentree service agreements described above, Mr. Johnston also maintains a separate personal consulting agreement with the Company pursuant to which he serves as the Company’s Chief Financial Officer. Under his personal consulting agreement. Mr. Johnston does not receive any compensatory benefit from the agreement with Greentree. Mr. Johnston’s personal compensation is separately disclosed 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 terms. On January 22, 2026, we entered into a Consulting Agreement with Muhammad Azfar (“Azfar”) whereby Azfar agreed to provide general consulting services as reasonably requested by the Company during the term of the agreement, which was for 6 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 consulting services under the agreement, the Company issued Azfar 75,000 shares which were issued under the Company’s 2022 Plan. The shares were valued at $ 0.537 per share for a total of $ 40,275 . On March 13, 2026, the Company issued at total of 313,625 shares of the Company’s common stock to and among eight (8) employees and contractors as a bonus and for services rendered for its subsidiary, Mango & Peaches Corp. The shares were not subject to any vesting requirements and were issued under the Company’s 2022 Plan. The shares were issued at a price of $ 0.384 per share for a total of $ 120,463 . On March 16, 2026, we entered into a Consulting Agreement with Gatorland Holdings, LLC (“Gatorland”) whereby Gatorland agreed to provide general business advisory and consulting services for specifically related to its subsidiary, Mango & Peaches Corp and 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 consulting services under the agreement, the Company issued Gatorland 250,000 shares which were issued under the Company’s 2022 Plan. The shares were issued at a price of $ .404 per share for a total of $ 101,000 . On March 16, 2026, upon the recommendation of the compensation committee of the Board of Directors of the Company , and pursuant to the authority provided to the Board pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended and restated, which has previously been approved by the stockholders of the Company, the Board approved an option repricing (the “ Repricing ”) of the outstanding stock options held by the Company’s Chief Executive Officer and Chairman, Jacob Cohen, as of March 16, 2026. As permitted under the terms of the Company’s equity plans, the exercise price of each outstanding stock option with an exercise price held by Mr. Cohen was reduced to an amount which exceeded the closing price of the Company’s common stock on the Effective Date, which was $ 0.45 per share (the “ New Exercise Price ”). In total the following options held by Mr. Cohen were re-priced to have an exercise price equal to the New Exercise Price: (a) options to purchase 50,000 shares of the Company’s common stock with an original exercise price of $ 16.50 per share, granted to Mr. Jacob Cohen on August 31, 2022; (b) options to purchase 83,333 shares of the Company’s common stock with an original exercise price of $ 4.80 per share, granted to Mr. Cohen on December 28, 2023; and (c) options to purchase 2,000,000 shares of the Company’s common stock with an original exercise price of $ 2.30 per share, granted to Mr. Cohen on September 9, 2025. On 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. The Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to customary exceptions. Further, Mr. Johnston is subject to certain non-solicitation covenants during the term of the agreement and for 12 months thereafter. Mr. 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. Mr. 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. F- 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.