What changed in this filing

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Item 1. Business

2025-03-20 compared with 2024-04-01 · 834 added, 1004 removed, 413 unchanged (82% of the section changed)

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

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

the heading “SEC Filings”.

Copies of documents filed by us with the SEC (including exhibits) are also available from us without

charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover

page of this Report.

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

under the heading “ SEC Filings ”.

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

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

on the cover page of this Report.

Our website address is www.mangoceuticals.com .

Our annual reports on Form 10-K, quarterly reports

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

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

Our annual reports on Form 10-K, quarterly

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

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

with, or furnish it to, the SEC.

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Our website is www.MangoRX.com .

March 23, 2023, we consummated our initial public offering (the “IPO”) of 1,250,000 shares of common stock at a price to

the public of $4.00 per share, pursuant to that certain Underwriting Agreement, dated March 20, 2023 (the “Underwriting Agreement”),

between the Company and Boustead Securities, LLC, as representative (“Boustead”) of several underwriters named in the Underwriting

The Company received gross proceeds of approximately $5 million, before deducting underwriting discounts and commissions and

estimated offering expenses payable by the Company upon the sale of the shares.

In connection with the IPO, the Company also granted

Boustead a 45-day option to purchase up to an additional 187,500 shares of its common stock, which expired unexercised.

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

the Company registered the sale of 4,765,000 shares of common stock, including 2,000,000 shares of common stock issuable upon the exercise

of outstanding warrants to purchase shares of common stock with an exercise price of $1.00 per share, of which warrants to purchase 975,500

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

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

Agreement for the IPO, warrants to purchase 87,500 shares of common stock with an exercise price of $5.00 per share, which are exercisable

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

five years after such effectiveness date.

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

of the underwriters named on Schedule 1 thereto (the “Underwriters”), relating to a public offering of 4,000,000 shares of

the Company’s common stock to the Underwriters at a purchase price to the public of $0.30 per share and also granted to the Underwriters

a 45-day option to purchase up to 600,000 additional shares of its common stock, solely to cover over-allotments, if any, at the public

offering price less the underwriting discounts (the “Follow On Offering”).

Follow On Offering closed on December 19, 2023.

As a result, the Company sold 4,000,000 shares of its common stock for total gross proceeds

of $1.2 million.

net proceeds to the Company from the 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 planned marketing of its Mango ED and GROW hair growth products, to hire additional personnel to build organizational talent,

to develop and maintain software, and for working capital and other general corporate purposes.

and our directors, executive officers, and shareholders holding 5% or more of our outstanding common stock previously agreed, in connection

with our IPO, subject to certain exceptions and without the approval of Boustead, not to offer, issue, sell, contract to sell, encumber,

grant any option for the sale of or otherwise dispose of any of our securities until March 20, 2024, and any directors or officers who

did not enter into a lock-up agreement in connection with our IPO entered into a lock-up agreement in connection with the Follow On Offering,

agreeing to not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our

securities for a period of 90 days after December 14, 2023.

December 19, 2023, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead for the purchase

of 280,000 shares of common stock at an exercise price of $0.38, 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.

January 18, 2024, the Underwriters notified the Company that they were exercising their over-allotment option in full to purchase an

additional 600,000 shares of common stock, which sale closed on January 22, 2024.

The net proceeds to the Company from the sale of the

600,000 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 4,600,000 shares of common stock were issued and sold in the Offering.

January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to Boustead for the

purchase of 42,000 shares of common stock at an exercise price of $0.375, 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.

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

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

Our common stock is traded on the Nasdaq Capital

Market under the symbol “ MGRX ”.

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

on our customer portal.

We also provide access for customers to a licensed pharmacy for online fulfillment and distribution of certain

medications that may be prescribed as part of telehealth consultations, including our Mango ED and Mango GROW products.

have identified men’s wellness telemedicine services and products as a growing sector in recent years and especially related to

the areas of erectile dysfunction (“ED”) and hair growth products.

have developed, and are commercially marketing and selling, a new brand of ED product under the brand name “Mango.” This

product is produced at a compounding pharmacy and is available to patients on the determination of a prescribing physician that the compounded

drug is necessary for the individual patient.

This product currently includes the following three ingredients:

either Tadalafil (the

active ingredient in Cialis) or Sildenafil (the active ingredient in Viagra) and Oxytocin, all of which are used in FDA approved drugs,

as well as L-Arginine, an amino acid that is available as a dietary supplement.

However, the fact that Tadalafil and Oxytocin are used

in FDA approved drugs, and L-arginine is available as a dietary supplement, does not mean that these ingredients will prove safe when

combined into a single formulation to treat ED.

We currently offer two dosage levels of our Mango ED product and anticipate doctors prescribing

a dosage based on the needs and medical history of the patient.

Our Mango ED product currently includes the following amounts of the

three ingredients:

(1) either Sildenafil (50 milligrams (mg)) or Tadalafil (10 (mg)), Oxytocin (100 International units (IU)) and L-Arginine

and (2) either Sildenafil (100 milligrams (mg)) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg).

Our Mango ED product

has not been, and will not be, approved by the U.S.

Food and Drug Administration (“FDA”) and instead we produce and sell

our products, including our Mango ED product, under an exemption provided by Section 503A of the Federal Food, Drug and Cosmetic Act

(“FFDCA Act”), as discussed below.

Additionally, because our Mango ED product is being specially compounded for the customer

by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this

product formula can be replicated by other companies.

We also focus 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 ”).

Company is also marketing and selling an U.S.

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

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

Pharmaceuticals, Inc.

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

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

We also provide access for customers

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

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

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

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

The studies are anticipated to be

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

monetization efforts.

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

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

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

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

(“Dermytol”).

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

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

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

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

individual patient.

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

MangoRx branded Compounded Products currently consist of the following:

ED - This product currently includes the following three ingredients:

Either Sildenafil (the active ingredient in Viagra) or

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

acid that is available as a dietary supplement.

Epiq Scripts is currently 52% owned by Mr.

Cohen, our Chairman and Chief Executive

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

history of the patient.

Our Mango ED product currently includes the following amounts of the three ingredients:

(1) either Sildenafil

(50 milligrams (mg)) or Tadalafil (10 (mg)), Oxytocin (100 International units (IU)) and L-Arginine (50mg);

and (2) either Sildenafil

(100 milligrams (mg)) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg).

Mango ED product has not been, and will not be, approved by the FDA and instead we produce and sell our products, including our Mango

ED product, under an exemption provided by Section 503A of the Federal Food, Drug and Cosmetic Act (“ FFDCA Act ”),

as discussed below.

Additionally, because our Mango ED product is being specially compounded for the customer by a pharmacist with a

physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this product formula can

be replicated by other companies.

are not aware of any clinical studies involving (i) administration of Tadalafil or Sildenafil sublingually at the doses we provide patients,

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Oxytocin is generally safe and well-tolerated.

Notwithstanding the above, because our ED product has not been, and will not be, approved

by the FDA, our product has not had the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of

serious patient injury and death.

If this were to occur, we could be subject to litigation and governmental action, which could result

in costly litigation, significant fines, judgments or penalties.

of Mango Hair Growth Product - ‘GROW’ by MangoRx

have developed, since November 16, 2022 are marketing, and selling, a new brand of hair growth product under the brand name ‘GROW’

by MangoRx (“Mango GROW”).

This product is produced at our related party compounding pharmacy and is available to patients

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

Mango GROW currently

includes the following four ingredients – (1) Minoxidil (the active ingredient in Rogaine®) and (2) Finasteride (the active

ingredient in Propecia), each of which is used in FDA approved drugs, as well as (3) Vitamin D3 and (4) Biotin, which are available as

dietary supplements.

However, the fact that Minoxidil and Finasteride are used in FDA approved drugs, and that Vitamin D3 and Biotin,

are available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to

attempt to treat hair growth.

Mango GROW is encapsulated in convenient chewable, mint-flavored RDT’s.

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

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

Biotin, which are available as dietary supplements.

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

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

into a single formulation to attempt to treat hair growth.

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

tablets (“ RDT ”).

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

history of the patient.

Our Mango GROW product currently includes the following amounts of the four ingredients discussed above:

Minoxidil (2.5mg), (2) Finasteride (1mg), (3) Vitamin D3 (2000IU), and (4) Biotin (1mg).

Our Mango GROW product has not been, and will

not be, approved by the FDA and instead we produce and sell our Mango GROW product and plan to produce and sell future pharmaceutical

products, under an exemption provided by Section 503A of the FFDCA.

Our Mango GROW product currently includes the following amounts of the four ingredients:

(1) Minoxidil (2.5mg),

(2) Finasteride (1mg), (3) Vitamin D3 (2000IU) and (4) Biotin (1mg).

Our Mango GROW product has not been, and will not be, approved by

the FDA and instead we produce and sell our Mango GROW product and plan to produce and sell future pharmaceutical products, under an

exemption provided by Section 503A of the FFDCA Act.

are not aware of any clinical studies involving the administration of Minoxidil and Finasteride sublingually at the dose we provide patients,

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can be replicated by other companies.

Information Regarding Mango ED and Mango GROW

our Mango ED and Mango GROW products have not been, and will not be, approved by the FDA, our products have not had the benefit of the

FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death.

If this were to occur,

we could be subject to litigation and governmental action, which could result in costly litigation, significant fines, judgments or penalties.

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

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

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

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

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

SLIM is encapsulated in convenient chewable, mint-flavored

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

of the patient.

Our SLIM product currently includes the (1) Vitamin B6 (10mg), and (2) Semaglutide, in either 0.5mg, 1.0mg, 1.5mg or

2.0mg variations, which amount is based on the prescribing practitioner.

Our SLIM product has not been, and will not be, approved by

the FDA and instead we produce and sell our SLIM product and plan to produce and sell future pharmaceutical products, under an exemption

provided by Section 503A of the FFDCA Act.

are not aware of any clinical studies involving the administration of Semaglutide as a RDT at the dose we provide patients, or the compounding

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

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

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

MOJO currently includes the following three

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

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

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

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

hormone imbalances.

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

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

of the patient.

Our MOJO product currently includes the following amounts of the three ingredients:

(1) DHEA (10mg), (2) Pregnenolone

(5mg) and (3) Enclomiphene Citrate (25mg).

are not aware of any clinical studies involving the administration of Enclomiphene as a RDT at the dose we provide patients, or the compounding

of DHEA, Enclomiphene, and/or Pregnenolone, to treat hormone imbalances, as is contemplated by our MOJO product.

Information Regarding our Compounded Products

our Compounded Products have not been, and will not be, approved by the FDA, our products have not had the benefit of the FDA’s

clinical trial protocol which seeks to prevent the possibility of serious patient injury and death.

If this were to occur, we could be

subject to litigation and governmental action, which could result in costly litigation, significant fines, judgments or penalties.

currently anticipate using funding we may raise in the near term to finance marketing and general operational expenses associated with

the sale of our Mango ED and Mango GROW products.

the sale of our Pharmaceutical Products.

We launched our website in mid-November 2022.

To date, we have sold only a small amount

of products and generated only minimal revenues.

ED and Mango GROW have been formulated as rapid dissolving tablets (RDT) using a sublingual (applied under the tongue) delivery system

Compounded Products have been formulated as rapid dissolving tablets (RDT) using a sublingual (applied under the tongue) delivery system

to bypass the stomach and liver.

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

company marketed to men seeking enhanced sexual vitality, performance, and overall mood and confidence, together with our Mango GROW

Mango products are sold exclusively online via our website at www.MangoRX.com .

Contracted Telehealth Provider

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

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

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

levels due to certain medical conditions.

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

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

delivery protocol.

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

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

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

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

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

With ‘PRIME,’

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

Contracted Telehealth Providers

many states, including Texas where our principal business office is located, the corporate practice of medicine doctrine prohibits corporations

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also prohibit physicians from agreeing to share the fees they receive for professional services with unlicensed entities or individuals,

a practice that is commonly known as “fee splitting.” The requirements for compliance with any applicable corporate practice

of medicine and fee splitting restrictions vary among the states.

In Texas, for example, there is no statute that expressly prohibits

fee splitting, but the corporate practice of medicine doctrine has been interpreted to prohibit physicians from ceding control over their

fee structures to corporate entities or giving a substantial portion of the fees received to corporate entities.

a practice that is commonly known as “ fee splitting.

” The requirements for compliance with any applicable corporate

practice of medicine and fee splitting restrictions vary among the states.

In Texas, for example, there is no statute that expressly

prohibits fee splitting, but the corporate practice of medicine doctrine has been interpreted to prohibit physicians from ceding control

over their fee structures to corporate entities or giving a substantial portion of the fees received to corporate entities.

order to comply with corporate practice of medicine and fee splitting restrictions, we do not employ or directly contract with individual

physicians or physician groups, nor do we control their medical decision-making or charges.

Rather, on August 1, 2022, we entered into

a Physician Services Agreement (the “Physicians Agreement”) with BrighterMD, LLC doing business as Doctegrity (“Doctegrity”),

as discussed in further detail below, which has agreed to make available to us, healthcare professionals, to allow them to provide clinical

services directly to our future customers via telehealth.

We have integrated these healthcare professionals to allow for telehealth consultations

and related services on our Mangoceuticals platform which has been developed and is complete.

This platform is the backbone of our business

as it connects consumers with both the medical provider and the pharmacy for fulfillment.

It is also the system that we will use to create

marketing funnels for outgoing marketing, customer management and support, and analytics for future sales.

our Physician Services Agreement with Doctegrity (as defined below), the healthcare professionals are responsible for the practice of

medicine and control of the clinical decision-making.

Rather, the Company has entered into a variety

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

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

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

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

which has been developed and is complete.

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

provider and the pharmacy for fulfillment.

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

customer management and support, and analytics for future sales.

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

a patient visits our website and submits a request for a consultation with a health care professional, our Telemedicine Providers communicate

the patient’s information to one of their affiliated physicians.

The Telemedicine Providers and their physicians are responsible

for conducting the telehealth consultation and any ongoing communication with the patient in accordance with applicable laws.

The physicians

make a determination, in their sole discretion, as to whether or not to prescribe our Pharmaceutical Products to potential customers.

If the physicians prescribe our Pharmaceutical Products, then the customers pay us for our products.

In turn, Epiq Scripts, LLC, pursuant

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

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

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

of whether the physician prescribes our product to the patient.

The fee we pay the Telemedicine Providers is fixed, set in advance and

is negotiated at arms’ length after comparing the prices offered by similar services.

We are not a party to any contracts between

the Telemedicine Providers and any health professionals or physician groups and do not control how the Telemedicine Providers reimburse

these providers.

our arrangement with the Telemedicine Providers, as summarized above, is structured to comply with applicable laws, including those restricting

the corporate practice of medicine and fee splitting, there may be a risk that a state agency, now or in the future as these laws (and

interpretations of them) evolve, would conclude that the arrangement and fee structure between the Telemedicine Providers and their contracted

physicians and/or our agreements with the Telemedicine Providers violate the corporate practice of medicine doctrine and fee splitting

restrictions in Texas or in another state where a patient who uses our Mangoceuticals platform is located.

Telemedicine Providers’ physicians are tasked with determining whether patients seeking our Pharmaceutical Products are eligible

to be prescribed our Pharmaceutical Products, with the sole purpose of the telemedicine engagement being for the determination, in the

physician’s sole judgment, of whether the patient is qualified to obtain a prescription for the Pharmaceutical Products.

The Telemedicine

Providers’ physicians are required to electronically send prescriptions to Epiq Scripts (the Company’s designated and accredited

pharmacy partner), which financial relationship is required to be disclosed in writing to the patient via the Terms and Conditions listed

on the Company’s website, including informed consent, and also informing the patient that the prescription is sent to the Company’s

designated pharmacy partner.

The Telemedicine Providers’ physicians are only able to prescribe our Pharmaceutical Products to patients

seeking help for the treatment which the specific product provides (for example, Mango ED for treatment for ED and GROW for treatment

hair loss) through our customer portal.

Related Party Pharmacy

discussed in greater detail below under “—Material Agreements—Master Services Agreement with Epiq Scripts” and

“—First Amendment to MSA,” we have entered into an exclusive Master Services Agreement and statement of work with Epiq

Scripts, LLC (“Epiq Scripts”), for its specialty compounding and packaging capabilities, fulfillment, and distribution of

certain prescription products available through our platform.

These prescription products include our Mango ED and Mango GROW products.

Epiq Scripts is a related party because it was 51%-owned by American International Holdings Corp (“American International”)

at the time of our entry into the Master Services Agreement and is currently 51% owned by Mr.

Cohen, our Chairman and Chief

Executive Officer.

Cohen, our Chairman and Chief Executive Officer, also served as the Chief Executive Officer and a director of,

and had voting control over, American International at the time of the entry into the Master Services Agreement.

Our company was previously

wholly-owned by American International until April 16, 2022, when control of our company was sold to Cohen Enterprises, which is owned

Epiq Scripts is a relatively newly formed entity, having been formed in January 2022, and only began compounding drugs

for patients in November 2022.

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

Cohen as part of an exchange transaction, whereby Mr.

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

provided him voting control over American International, in exchange for among other assets, American International’s ownership

of Epiq Scripts.

As a result, Epiq Scripts is currently 51% owned by Mr.

discussed in greater detail below under “ —Material Agreements—Master Services Agreement with Epiq Scripts ”

we have entered into an exclusive Master Services Agreement and statement of work with Epiq Scripts, LLC, for its specialty compounding

and packaging capabilities, fulfillment, and distribution of certain prescription products available through our platform.

These prescription

products include our Pharmaceutical Products.

Epiq Scripts is a related party because it was 51%-owned by American International Holdings

Corp (“ American International ”) at the time of our entry into the Master Services Agreement and is currently 52% owned

Cohen, our Chairman and Chief Executive Officer.

Additionally,

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

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

(or its equivalent) licenses from the District of Columbia and 47 other states:

Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware,

Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota,

Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio,

Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin,

and Wyoming, with the intent of obtaining the remaining 3 state licenses by the end of 1 st quarter of 2024.

Epiq Scripts has

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

Programs (“NCPDP”), a standards development organization.

Additionally, Epiq Scripts has applied for the highest level of

accreditation with the Utilization Review Accreditation Commission (“URAC”), a Washington DC-based healthcare accrediting

organization that establishes quality standards for the entire healthcare industry.

Until Epiq Scripts receives licenses in the other

three states, we are limited to selling our Mango ED and Mango GROW products in only the states in which Epiq Scripts holds licenses.

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

Cohen, our Chairman and Chief Executive Officer, also served as

the Chief Executive Officer and a director of, and had voting control over, American International at the time of the entry into the

Master Services Agreement.

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

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

Cohen, the Chairman and Chief Executive Officer of the

Company (“ Cohen Enterprises ”).

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

in November 2022.

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

part of an exchange transaction, whereby Mr.

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

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

Epiq Scripts is currently 52% owned by Mr.

Cohen, our Chairman and Chief Executive Officer.

Additionally, Mr.

Cohen has served as the

co-Manager of Epiq Scripts since January 2022.

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

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

Alaska, Arizona, Arkansas, California, Colorado,

Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,

Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina,

North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Washington,

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

first quarter of 2025.

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

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

organization.

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

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

that establishes quality standards for the entire healthcare industry .

Until Epiq Scripts receives a licenses in Alabama, we are

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

Although Epiq Scripts is physically

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

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

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a variety of marketing channels using data analytics to attract customers

currently market and advertise our Mango ED and Mango GROW products on a variety of advertising mediums including, but not limited to,

social media, online search websites, podcasts, television, radio, out-of-home, and other media channels, in compliance with applicable

FDA rules and requirements.

currently market and advertise our Pharmaceutical Products on a variety of advertising mediums including, but not limited to, social

media, online search websites, podcasts, television, radio, out-of-home, and other media channels, in compliance with applicable FDA

rules and requirements.

However, due to such rules and requirements, we are extremely limited in the content of the claims and promotional

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set of media channels is important to prevent overreliance on any single channel and to maximize the exposure of our brand to our desired

We also intend to reach customers through our own social media accounts, press coverage and public relations, internally developed

educational and lifestyle content, and through engagement of social media influencers, hired and paid celebrities and talent, and physical

brand advertising campaigns, in each case funding permitting, and in each case subject to applicable rules and regulations, which are

expected to significantly limit the content of such marketing materials.

We believe that this overall strategy will drive significant

customer traffic to our platform, including direct type-in traffic and organic online search traffic.

also intend to utilize a marketing strategy focused on analytics and data.

We are designing our internal systems to measure consumer

behavior, including which types of consumers generate more revenue in their first purchase, generate more revenue over time, generate

more gross profit from their purchases, and which types of consumers are most valuable over their lifetime.

We also plan on measuring

the effectiveness of our marketing budgets and the rate of return we generate from our marketing campaigns.

We have retained and plan

on using an outside marketing and advertising firm to assist management in identifying marketing and advertising campaigns, media purchases

and mediums, and seeking to drive a sufficient rate of return from our marketing and advertising budgets.

We also reach customers through our own social media accounts, press coverage and public relations, internally developed educational

and lifestyle content, and through engagement of social media influencers, hired and paid celebrities and talent, and physical brand

advertising campaigns, in each case funding permitting, and in each case subject to applicable rules and regulations, which are expected

to significantly limit the content of such marketing materials.

We believe that this overall strategy will drive significant customer

traffic to our platform, including direct type-in traffic and organic online search traffic.

also utilize a marketing strategy focused on analytics and data.

We have designed our internal systems to measure consumer behavior,

including which types of consumers generate more revenue in their first purchase, generate more revenue over time, generate more gross

profit from their purchases, and which types of consumers are most valuable over their lifetime.

We plan on measuring the effectiveness

of our marketing budgets and the rate of return we generate from our marketing campaigns.

We have retained and plan on using outside

marketing and advertising firms to assist management in identifying marketing and advertising campaigns, media purchases and mediums,

and seeking to drive a sufficient rate of return from our marketing and advertising budgets.

in our telemedicine platform to enable sales throughout the United States

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subscription plans for recurring revenue and introduction of new products

provide our customers with an option to purchase our Mango ED and Mango GROW products on a subscription basis.

Subscription plans provide

an easy and convenient way for customers to get ongoing treatment while simultaneously providing the Company with predictability through

a recurring revenue stream.

provide our customers with an option to purchase our Pharmaceutical Products on a subscription basis, where and when applicable.

plans provide an easy and convenient way for customers to get ongoing treatment while simultaneously providing the Company with predictability

through a recurring revenue stream.

subscription plans, customers are able to select a desired timeframe in which to receive products, which range from once every month

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We believe our

platform provides us cost advantages and efficiencies to offer customers affordable prices and generate increased revenues over time.

addition to our Mango ED and Mango GROW products, we intend to launch new products over time and offer additional subscription-based

offerings which we hope will result in growth in revenue through recurring revenue streams.

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

Company the use of the trademark “Kyzatrex®” oral testosterone undecanoate softgel capsules, for the purposes of branding,

packaging, marketing, and selling Kyzatrex® on the Company’s website, and to be sold via its telehealth platform at www.MangoRx.com .

Pursuant to the Marketing Agreement, Marius granted the Company a non-exclusive, non-transferable, royalty-free license to use the Marius

Marks in the United States, for the purpose discussed above.

platform provides us cost advantages and efficiencies to offer customers affordable prices and to generate increased revenues over time.

addition to our Pharmaceutical Products, we intend to launch new products over time and offer additional subscription-based offerings

which we hope will result in growth in revenue through recurring revenue streams.

Subsidiary Contribution Agreement

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

(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, as

additional consideration to Mr.

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

Executive Compensation ”—“ Employment

and Consulting Agreements ”— “ Jacob D.

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

agreed to issue Mr.

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

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

and (b) 100 shares Series A Super

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

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

shareholders in the near future.

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

its ownership to 5,000,000 shares of common stock of Mango & Peaches upon the closing of the Contribution Agreement.

to the Contribution Agreement, Mango & Peaches assumed all of the liabilities of the Company relating to the Contributed Assets contributed,

but none of the other liabilities of the Company and the Company agreed to indemnify Mango & Peaches against any damages relating

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

Assets, before the Contribution Effective Date;

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

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

Assets, after the Contribution Effective Date.

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

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

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

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

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

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

The Series A Designation designated 100 shares of Series A Preferred

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

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

No dividend, liquidation, redemption or

conversion rights;

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

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

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

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

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

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

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

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

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

or limitations of the Series A Preferred Stock;

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

with certain non-material technical amendments).

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

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

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

A Preferred Stock, voting together as a class:

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

of shares of Series A Preferred Stock;

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

(d) effect an exchange,

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

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

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

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

Cohen will obtain majority

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

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

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

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

of Formation of Mango & Peaches.

Additionally,

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

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

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

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

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

Cohen and he converts such entire Mango & Peaches Bonus

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

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

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

There is no assurance that any of

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

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

Services Agreement with Epiq Scripts

September 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, which at the time

was 51%-owned by American International.

Cohen, our Chairman and Chief Executive Officer, served as the Chief Executive Officer and

a director of, and had voting control over, American International at the time of the entry into the Master Services Agreement, and currently

serves on the Board of Directors of American International.

The Company was wholly-owned by American International until June 16, 2022,

when control of the Company was sold to Cohen Enterprises, which is owned by Mr.

Epiq Scripts was formed in January 2022 and only

began compounding drugs for patients in November 2022.

On February 15, 2023, the 51% of Epiq Scripts then owned by American International

was transferred to Mr.

Cohen as part of an exchange transaction, whereby Mr.

Cohen agreed to cancel his preferred stock of American International,

which provided him voting control over American International, in exchange for among other assets, American International’s ownership

of Epiq Scripts.

Epiq Scripts is currently 52% owned by Mr.

Cohen, our Chairman and Chief Executive Officer.

Additionally, Mr.

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

to the Master Services Agreement and a related statement of work (“ SOW ”), Epiq Scripts agreed to provide pharmacy

and related services to the Company, the Company agreed to exclusively use Epiq Scripts as the provider of the Services (defined below)

during the term of the agreement, so long as Epiq Scripts complies with the terms of the Master Services Agreement.

The agreement also

includes a 30 day right of first refusal for Epiq Scripts to provide pharmacy services for any new product that Mango may introduce during

the term of the agreement.

to the SOW, Epiq Scripts agreed to provide for the online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution

(collectively, the “ Services ”) of products sold exclusively via our website that may be prescribed as part of a telehealth

consultation on our platform.

Epiq Scripts also agreed to provide mail service pharmacy services to us on an exclusive basis during the

term of the SOW.

agreed to provide Epiq Scripts with all custom packaging materials, including but not limited to, individual sachet and/or blister packaging

materials, outer box packaging, and any custom inserts and/or marketing information to accompany the prescription shipment, if any and

to provide Epiq Scripts with quarterly sales forecasts to ensure Epiq Scripts has enough packaging materials on hand to cover a 90 day

We agreed to pay for all direct shipping, delivery and related courier costs and to provide Epiq Scripts with direct access to

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

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

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

in the Master Services Agreement (discussed below).

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

and drug compounding (per pill), provided the per pill rate is reduced upon us exceeding 3,500 product packages per month.

the Master Services Agreement, we are solely responsible for billing and collecting funds from our customers and Epiq Scripts is paid

out of funds that we actually collect.

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

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

The Master Services Agreement can be

terminated (i) upon breach of the agreement by the other party, subject to a 90-day cure right, (ii) if a party enters into bankruptcy

or fails to pay its debts as they become due, or (iii) if Epiq Scripts becomes unable to perform the services covered by the Master Services

Agreement and any statements of work associated therewith.

under the Master Services Agreement are due within 15 days after the end of each month during which collections are received.

Services Agreement contains customary confidentiality obligations, record retention provisions, audit rights, and representations and

warranties of the parties.

Each party to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and the

other party’s officers, directors, shareholders, employees, and agents from and against any and all nonparty claims, or actions

for damages, liabilities (including strict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs)

to the proportionate extent caused by (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents in

connection with the performance of the agreement, or (2) any breach of any representation, warranty or covenant under the agreement by

the indemnitor or any of its employees or agents.

Additionally, the parties agreed that neither party will be liable to the other for

special, incidental, or exemplary damages, subject to certain limited exceptions.

The Master Services Agreement does not address product

liability claims or assign any rights of indemnification or contribution in connection therewith.

paid Epiq Scripts a total of $60,000 upon our entry into the Master Services Agreement, comprising $45,000 as a one-time non-refundable

technology systems setup and implementation fee and $15,000 as an upfront retainer to be credited towards the future provision of pharmacy

and related services as outlined and detailed in the Master Services Agreement and SOW.

All costs related to the pharmacy services provided

by Epiq Scripts are listed as related party costs of revenues on our statement of operations.

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

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

Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,

Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada,

New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South

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

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

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

described above, and the Company will be unable to sell its products to any customers in any states other than those named above, until

Epiq Scripts is able to obtain licenses in other states and will thereafter be limited to selling products to customers only in the states

in which Epiq Scripts holds a license.

September 15, 2023, we entered into a First Addendum to Master Services Agreement (“ MSA ”) with Epiq Scripts (the “ First

Amendment ”).

to the First Amendment, the parties agreed to amend the MSA to include certain Right of first negotiation rights and right of first refusal

rights (each as discussed below).

Additionally, the First Amendment provides for certain rights to Epiq Scripts in the event that the

Company seeks to obtain pharmaceutical services in connection with certain Company products (collectively, “ Pharmaceutical Services ”)

in jurisdictions other than the United States, including, without limitation, Mexico and the United Kingdom, where Epiq Scripts does

not currently maintain licenses or permits (“ Future Jurisdictions ”, which shall also include, to the extent applicable,

any state in the United States in which Epiq Scripts does not then hold required permits or licenses for the provision of the Pharmaceutical

Services) and/or to terminate Epiq Scripts’ rights to provide exclusive Pharmaceutical Services in any current state of the United

States or Future Jurisdiction where Epiq Scripts may then be providing Pharmaceutical Services to the Company (each a “ Current

Jurisdiction” ).

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

Specifically,

the parties agreed in the First Amendment that should the Company decide to transfer any services provided by Epiq Scripts in a Current

Jurisdiction to another pharmaceutical service provider (“ Transferred Services ”), the Company will be required to

pay Epiq Scripts a fee of 1% of the total gross sales of all Prescription Products (defined below) by the Company resulting from the

Transferred Services in the Current Jurisdiction, for a period of the lesser of (a) five (5) years from the date the Company transferred

the Transferred Services;

and (b) through the end of the term of the MSA (including where applicable, any renewal term)(the “ Non-Use

The Non-Use Fee is payable monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar

“ Prescription Products ” means Products (as defined in the MSA) sold by the Company which must be prescribed

by a medical doctor.

Notwithstanding

the above, the Non-Use Fee shall not apply, and the Company shall not be obligated to pay any Non-Use Fee (a) in the event that the Transferred

Services are provided directly by the Company or a majority-owned subsidiary of the Company;

(b) in the event the Company decides to

enter into an agreement with another pharmaceutical service provider to provide Pharmaceutical Services in a Future Jurisdiction;

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

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

(b) expand its need for pharmacy

services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new countries);

providing pharmacy services internally (either through organic growth or acquisition).

Thereafter Epiq Scripts has the right to provide

the Company written notice of its intention to provide such services (as described in (a) or (b) above, whereafter the Company is required

to discuss and negotiate such services in good faith with Epiq Scripts for a period of not less than 15 days).

Otherwise, in the event

of the occurrence of an event discussed in (c) above, the Company is required to discuss the possibility of Epiq Scripts either co-operating

the pharmacy or providing management services to the Company in good faith for 15 days.

In the event after such 15 day period, the Company

and Epiq Scripts cannot come to a mutually agreeable agreement, the Company is under no further obligation regarding the matter set forth

in the notice provided to Epiq Scripts.

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

Epiq Scripts or its assets, including any agreement, arrangement, offer or proposal (including a letter of intent, term sheet, form of

definitive agreement or definitive agreement) for an asset sale or acquisition, merger, acquisition or sale of securities, or redemption

or repurchase of securities, Epiq Scripts must provide the Company notice of such offer within three days, after which receipt the Company

will have the right of first refusal for 30 days to become the purchaser in connection with the notified transaction, on the terms, and

subject to the conditions, set forth in such notified offer and pursuant to the conditions of the First Amendment.

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.

Pursuant to the Epiq Scripts Assignments, the Company assigned

all of its rights under (1) the MSA, as amended;

and (2) the Consulting Agreement with Epiq Scripts discussed below, 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.

Agreement with Epiq Scripts

September 15, 2023, we entered into a Consulting Agreement (the “ Consulting Agreement ”) with Epiq Scripts.

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

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

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

(b) the mutual agreement of the parties;

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

which may be at any time and for any reason.

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

of $65,000, payable within ten days of the entry into the agreement, which was timely paid;

and (2) a set fee, payable for each prescription

drug pill sold by the Company for cash, to the extent such pill must be prescribed by a medical doctor, or sold through retail pharmacies

over the counter, in jurisdictions where a doctor’s prescription is not required for the sale of such drugs, and sold in a Territory

(defined below), which consideration per pill decreases each year that the agreement is in effect, and is only payable for the first

five years of the agreement.

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

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

territories and possessions and the District of Columbia;

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

commercial sale of prescription pills occurs in the Territory.

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

this agreement.

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

reimbursed to a purchaser.

agreement includes customary representations of the parties, confidentiality and non-solicitation provisions, rights of Epiq Scripts

to audit the sales of prescription pills, subject to certain limitations and requirements, and the requirement that the Company reimburse

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

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

the Company the use of the trademark “ Kyzatrex® ” oral testosterone undecanoate softgel capsules, for the purposes

of branding, packaging, marketing, and selling Kyzatrex® on the Company’s website, and to be sold via its telehealth platform

at www.MangoRx.com .

Pursuant to the Marketing Agreement, Marius granted the Company a non-exclusive, non-transferable, royalty-free

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

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

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

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

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

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

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

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

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

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

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

on the Company’s website, which commenced on or around February 29, 2024.

on the Company’s website.

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

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restricted common stock (the “ Marius Shares ”) which are fully earned upon entry into the agreement.

The Marius Shares were

valued at $0.68 per share for a total of $68,000.

Non-Compliance

a condition to consummating our IPO, we were required to list our common stock on Nasdaq and in March 2023, our common stock was approved

for listing on Nasdaq under the symbol “MGRX”.

Notwithstanding such listing, there is no guarantee that we will be able to

maintain our listing on NASDAQ for any period of time.

Among the conditions required for continued listing on Nasdaq, NASDAQ requires

us to maintain at least $2.5 million in stockholders’ equity, $35 million in market value of listed securities, or $500,000 in

net income over the prior two years or two of the prior three years, to have a majority of independent directors (subject to certain

“ controlled company ” exemptions, which we do not currently meet), to comply with certain audit committee requirements,

and to maintain a stock price over $1.00 per share.

Our stockholders’ equity is currently not above NASDAQ’s $2.5 million

minimum, as discussed below, we may not generate over $500,000 of yearly net income moving forward, we may not maintain $35 million in

market value of listed securities, we may not be able to maintain independent directors (to the extent required), and as discussed below,

we do not currently have a stock price over $1.00 per share.

Nasdaq’s determination that we fail to meet the continued listing

standards of NASDAQ may result in our securities being delisted from Nasdaq.

October 30, 2023, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that we were not in compliance

with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq.

Nasdaq Listing Rule

5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that

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

Based on the closing bid price of our common stock for the thirty (30) consecutive business days from September 15, 2023 to October

27, 2023, we no longer meet the minimum bid price requirement.

letter did not impact the listing of our common stock on Nasdaq.

Instead, the letter stated that we have 180 calendar days or until April

29, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

To regain compliance, the bid price of our common stock must have

a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

If we do not regain compliance by April

29, 2024, an additional 180 days may be granted to regain compliance, so long as we meet Nasdaq’s initial listing criteria (except

for the bid price requirement)(which we do not currently meet, as we do not have stockholders’ equity of at least $5 million) and

notify Nasdaq in writing of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split,

if necessary.

If we do not qualify for the second compliance period or fail to regain compliance during the second 180-day period, our

common stock will be subject to delisting, at which point we would have an opportunity to appeal the delisting determination to a Hearings

At a special meeting of stockholders held on March 25, 2024, the stockholders

approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse

stock split of the Company’s issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between

one-for-two to one-for-fifty inclusive, with the exact ratio to be set at a whole number to be determined by the Company’s Board

of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to March

No formal determination has been made by the Board of Directors of the Company regarding the reverse stock split ratio, whether

or not to move forward with a reverse stock split, or the timing thereof.

intend to monitor the closing bid price of our common stock and may, if appropriate, consider implementing available options to regain

compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

on November 3, 2023, we received a letter from the Listing Qualifications Department of Nasdaq notifying us that our stockholders’

equity as reported in our Quarterly Report on Form 10-Q for the period ending September 30, 2023 (the “Form 10-Q”), did not

meet the minimum stockholders’ equity requirement for continued listing on Nasdaq.

Nasdaq Listing Rule 5550(b)(1) (the “Rule”)

requires companies listed on Nasdaq to maintain stockholders’ equity of at least $2,500,000.

In our Form 10-Q, we reported stockholders’

equity of $1,354,821, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing

Rule 5550(b)(1).

Additionally, we do not meet the alternative Nasdaq continued listing standards under Nasdaq Listing Rules.

notice of noncompliance had had no immediate impact on the continued listing or trading of our common stock on Nasdaq, which continues

to be listed and traded on Nasdaq, subject to our compliance with the other continued listing requirements.

Nasdaq provided the Company

until December 18, 2023 to submit to Nasdaq a plan to regain compliance.

We submitted the plan to regain compliance in a timely manner,

and on January 24, 2024, Nasdaq advised the Company that it has determined to grant the Company an extension to regain compliance with

terms of the extension are as follows:

on or before April 29, 2024, the Company must complete certain transactions described in greater

detail in the compliance plan, contemplated to result in the Company increasing its stockholders’ equity to more than $2.5 million,

and opt for one of the two following alternatives to evidence compliance with the Rule:

Alternative 1 :

The Company must furnish

to the SEC and Nasdaq a publicly available report (e.g., a Form 8-K) including:

A disclosure of Staff’s deficiency letter and

the specific deficiency(ies) cited;

A description of the completed transaction or event that enabled the Company to satisfy the stockholders’

equity requirement for continued listing;

An affirmative statement that, as of the date of the report, the Company believes it

has regained compliance with the stockholders’ equity requirement based upon the specific transaction or event referenced in Step

or A lternative 2 :

The Company must furnish to the SEC and Nasdaq a publicly available report including:

set forth above;

A balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring

on or before the report date;

that the Company believes it satisfies the stockholders’ equity requirement as of the report

The pro forma balance sheet must evidence compliance with the stockholders’ equity requirement.

The Marius Shares

were valued at $10.20 per share for a total of $68,000.

Distribution Agreements

July 9, 2024, we entered into a Master Distribution Agreement with ISFLST, Inc.

(“ ISFLST ”) dated July 2, 2024 (the

“ Distribution Agreement ”).

Pursuant to the Distribution Agreement, we agreed to sell, and ISFLST agreed to purchase,

certain of our products, including our MangoRx Grow and Mango ED products (collectively, the “ Products ”), for distribution

and resale by ISFLST during the term of the agreement.

to the Distribution Agreement, ISFLST agreed to use commercially reasonable efforts to sell and promote the sale of the Products in Asia

Pacific and Latin America (excluding Mexico), and we provided ISFLST a non-exclusive, non-transferable license to market and sell the

Products, and grant sub-licenses (subject to certain pre-requisites and limitations described in greater detail in the Distribution Agreement)

to sell the Products, in the Market.

We also agreed, subject to certain future mutually agreed milestones that ISFLST could earn exclusive

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

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

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

The agreement may also be

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

90 days written notice, or upon insolvency.

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

mutual indemnification rights, disclaimers of warranties and limitation of liabilities, and force majeure provisions.

Distribution Agreement also includes a non-solicitation obligation of ISFLST, which applies during the term of the agreement and for

two years thereafter.

pricing information will be mutually agreed to by the parties and set forth in a separate purchase order, subject to availability and

volume requirements.

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

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

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

the brand Dermytol®.

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.

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.

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

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

Purchase Agreements

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

(the “ Series C Shares ”);

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 (collectively, the “ Cash Payments ”).

Intramont IP Purchase Agreement, and the purchase of the Patents, closed on April 24, 2024, upon the parties entry into the Intramont

IP Purchase Agreement, and the Series C Shares were also issued on April 24, 2024.

The Intramont IP Purchase Agreement included standard

representations and warranties and confidentiality and indemnification obligations of the parties, for a transaction of that type and

The Company purchased the Patents through its newly formed wholly-owned subsidiary, MangoRx IP Holdings, LLC, a Texas limited liability

Intramont IP Purchase Agreement also included a grant back license, whereby the Company provided Intramont, an irrevocable, co-exclusive,

non-transferable and non-assignable (except in the event of a change of control), non-sublicensable, worldwide, license to use the Patents

for the lives thereof (the “ Grant Back-License ”).

The Grant Back-License is subject to Intramont paying the Company

a royalty of ten percent (10%) of gross worldwide sales of products sold by Intramont which utilize the Patents, beginning on April 24,

2025, and continuing until the end of the life of the last Patent (the “ Royalty Payments ”).

The Royalty Payments are

to be paid to the Company on an annual basis, within 30 days after the end of the calendar year.

the Intramont IP Purchase Agreement granted Intramont a right of first refusal, which provides that, if at any time prior to April 24,

2027, if we receive an offer to purchase the Patents and determine to accept such offer, or we determine to sell the Patents to a third

party, we are required to provide Intramont the right of first refusal to either match such offer, or negotiate different purchase terms

for the Patents.

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

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

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.

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

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

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

of oral applications including, but not limited to, an oral dissolvable tablet (ODT), lozenge, toothpaste and/or mouthwash.

April 19, 2024, the Company submitted for filing to the Secretary of State of Texas, a Certificate of Designations of Mangoceuticals,

Establishing the Designations, Preferences, Limitations and Relative Rights of Its 6% Series C Convertible Cumulative Preferred

Stock (the “ Series C Designation ”), which was filed with the Secretary of State of Texas on April 23, 2024, effective

as of April 19, 2024.

The Series C Designation designated 6,250,000 shares of Series C Preferred Stock.

The Series C Designation provides

for the Series C Preferred Stock to have the following terms:

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

when, as and if authorized and declared by the Board of Directors of the Company, out of any funds legally available therefor, cumulative

dividends in an amount equal to (i) the 6% per annum on the stated value (initially $20 per share)(the “ Stated Value ”)

as of the record date for such dividend (as described in the Series C Designation), and (ii) on an as-converted basis, any dividend or

other distribution, whether paid in cash, in-kind or in other property, authorized and declared by the Board of Directors on the issued

and outstanding shares of common stock in an amount determined by assuming that the number of shares of common stock into which such

shares of Series C Preferred Stock could be converted on the applicable record date for such dividend or distribution.

payable pursuant to (i) above are payable quarterly in arrears, if, as and when authorized and declared by the Board of Directors, or

any duly authorized committee thereof, to the extent not prohibited by law, on March 31, June 30, September 30 and December 31 of each

year (unless any such day is not a business day, in which event such dividends are payable on the next succeeding business

day, without accrual of interest thereon to the actual payment date), commencing on June 30, 2024.

dividends may be settled in cash, subject to applicable law, shares of common stock (valued at the closing price on the date the dividend

is due) or in-kind, by increasing the Stated Value by the amount of the quarterly dividend.

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

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

amount equal to the Stated Value (the “ Liquidation Preference ”), for each share of Series C Preferred Stock, before

any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any

holder of senior securities, including the Series B Convertible Preferred Stock, which has a preferential right to payments in liquidation,

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

of the Series C Preferred Stock are to be ratably distributed among the holders of the Series C Preferred Stock in accordance with the

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

Each holder of Series C Preferred Stock may, at its option, convert its shares of Series C Preferred Stock into that number

of shares of common stock equal to the Stated Value of such share of Series C Preferred Stock, divided by the conversion price of $10.00

per share (i.e., initially a 2-for-1 conversion ratio) (the “ Conversion Price ”), subject to adjustment for stock splits

and stock dividends, with any fractional shares rounded up to the nearest whole share.

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

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

4.999% (which can be increased as to any holder, to up to 9.999%, with 61 days prior written notice by such holder).

The Series C Designation

also includes a general restriction prohibiting the issuance of more than 19.99% of the Company’s outstanding shares as of the

date of entry into the IP Purchase Agreement, without the Company’s stockholders approving such issuance(s) under the rules of

the Nasdaq Capital Market.

The Series C Preferred Stock have no voting rights, except in connection with the protective provisions discussed below.

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

of the holders of a majority of the then outstanding shares of Series C Preferred Stock, voting together as a class:

(a) amend any provision

of the Series C Designation;

(b) increase or decrease (other than by redemption or conversion) the total number of authorized shares

of Series C Convertible Preferred Stock;

of Preferred Stock) in a manner which adversely affects the rights, preferences and privileges of the Series C Preferred Stock;

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

shares into shares of Series C Preferred Stock;

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

C Preferred Stock so as to affect adversely the shares of such series.

The Company may redeem the outstanding Series C Preferred Stock shares, from time to time, in whole or in part, at any time

after April 24, 2025, and continuing indefinitely thereafter, at the option of the Company, for cash, at the aggregate Liquidation Preference

of the shares redeemed.

Investments, Ltd.

on December 13, 2024, the Company entered into a Patent Purchase Agreement (the “ Greenfield IP Purchase Agreement ”),

with Greenfield Investments, Ltd (“ Greenfield ”).

Pursuant to the Greenfield IP Purchase Agreement, we purchased certain

patents owned by Greenfield, related to nutraceutical compositions using fungal compounds derived from mushrooms (collectively, the “ Greenfield

Patents ”), in consideration for 515,000 shares of the Company’s restricted common stock (the “ IP Purchase Shares ”).

Greenfield IP Purchase Agreement, and the purchase of the Greenfield Patents, closed on December 13, 2024, upon the parties entry into

the Greenfield IP Purchase Agreement, and the IP Purchase Shares were issued on December 16, 2024.

Greenfield IP Purchase Agreement included standard representations and warranties and confidentiality and indemnification obligations

of the parties, for a transaction of that type and size.

Greenfield IP Purchase Agreement also included a grant back license, whereby the Company provided Greenfield, an irrevocable, co-exclusive,

non-transferable and non-assignable (except in the event of a change of control), non-sublicensable, worldwide, license to use the Greenfield

Patents for the lives thereof (the “ Grant Back-License ”).

The Grant Back-License is subject to Greenfield paying the

Company a royalty of ten percent (10%) of gross worldwide sales of products sold by Greenfield which utilize the Greenfield Patents,

beginning on December 13, 2025, and continuing until the end of the life of the last Patent (the “ Royalty Payments ”).

The Royalty Payments are to be paid to the Company on an annual basis, within 30 days after the end of the calendar year.

the Greenfield IP Purchase Agreement granted Greenfield a right of first refusal, which provides that, if at any time prior to December

13, 2027, if we receive an offer to purchase the Greenfield Patents and determine to accept such offer, or we determine to sell the Patents

to a third party, we are required to provide Greenfield the right of first refusal to either match such offer, or negotiate different

purchase terms for the Patents.

Company intends to utilize the Greenfield Patents by seeking out commercial opportunities that highlight what the Company believes are

the patents innovative uses in nutraceuticals, emphasizing the potential for customized health supplements tailored to specific needs.

have an insurance policy in effect that includes customary coverage and protection for professional liability, general liability, employee

benefits and protection against claims including technology products, services and against cyber security.

Our insurance policy also

covers exposure to product liability claims, including both technology product claims related to customer data breaches, copyright infringement

and/or misrepresentation and fraud and any claims made in connection with any physical products and services sold through the Company’s

believe that our ability to obtain and maintain intellectual property protection for our technology platform, preserve the confidentiality

of our trade secrets, and operate without violating the intellectual property rights of others will be important to our success.

on a combination of trademark, copyright, trade secret, including federal, state and common law rights in the United States and other

countries, nondisclosure agreements, and other measures to protect our intellectual property, and may seek patent protection of our intellectual

property in the future.

Despite any measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects

of our products or to obtain and use information that we regard as proprietary.

Our business is affected by our ability to protect against

misappropriation and infringement of our intellectual property and other proprietary rights.

intellectual property includes the content of our websites, our registered domain names, our unregistered trademarks, and certain trade

have been granted with the United States Patent and Trademark Office for a federal trademark for the following word mark on October 13,

2024 with Reg.

Additionally,

in either case the Company is required to disclose that Nasdaq will continue to monitor the Company’s ongoing compliance with the

stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that

it may be subject to delisting.

of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its next periodic report with the SEC

following the end of such compliance period, the Company may be subject to delisting.

In the event the Company does not satisfy these

terms, Nasdaq will provide written notification that its securities will be delisted.

At that time, the Company may appeal Nasdaq’s

determination to a Hearings Panel.

Company is currently evaluating various courses of action to regain compliance and is hopeful that it can regain compliance with Nasdaq’s

minimum stockholders’ equity standard within the compliance period.

However, there can be no assurance that the Company will be

able to complete the transactions contemplated in the compliance plan, which the Company expects will allow it to regain compliance with

the Rule, or that such transactions will result in the Company regaining compliance with the rules, within the compliance period granted

by Nasdaq, if at all.

if we demonstrate compliance with the requirements of Nasdaq as discussed above, we will have to continue to meet other objective and

subjective listing requirements to continue to be listed on Nasdaq.

Delisting from Nasdaq could make trading our common stock more difficult

for investors, potentially leading to declines in our share price and liquidity.

Without a Nasdaq listing, stockholders may have a difficult

time getting a quote for the sale or purchase of our stock, the sale or purchase of our stock would likely be made more difficult, and

the trading volume and liquidity of our stock could decline.

Delisting from Nasdaq could also result in negative publicity and could

also make it more difficult for us to raise additional capital.

The absence of such a listing may adversely affect the acceptance of

our common stock as currency or the value accorded by other parties.

Further, if we are delisted, we would also incur additional costs

under state blue sky laws in connection with any sales of our securities.

These requirements could severely limit the market liquidity

of our common stock and the ability of our stockholders to sell our common stock in the secondary market.

If our common stock is delisted

by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market or the OTC Pink

market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common

In the event our common stock is delisted from Nasdaq, we may not be able to list our common stock on another national securities

exchange or obtain quotation on an over-the counter quotation system.

delisting of our common stock from the Nasdaq could adversely affect our business, financial condition and results of operations and

our ability to attract new investors, reduce the price at which our common stock trades, decrease, investors’ ability to make transactions

in our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent in trading such shares,

and reduce our flexibility to raise additional capital without overall negative effects for our stockholders.

the Company has been granted various federal trademarks and has applied for certain federal trademarks which applications are pending

as of the date of this Report.

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

Cohen, (b) President and

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

the Chief Financial Officer of the Company.

The Company utilizes the assistance of various independent contractors for administrative

and technology development related services.

We anticipate establishing a compensation program designed to align the compensation of

our employees with performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results

in the future.

The structure of our compensation program will balance incentives earnings for both short-term and long-term performance

such as incentive bonuses and flexible schedules.

The Company also intends to develop a culture of inclusion and diversity and places

a high value on diversity and inclusion.

Our future success will depend partially on our ability to attract, retain and motivate qualified

We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages.

our relations with our employees to be satisfactory.

Cohen and Mrs.

Hammer, are currently party to employment agreements with the

Company and Mr.

Isaac and Mr.

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

Executive Compensation —Employment and Consulting Agreements.”

Market for ED Products

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growing disposable income, and increased emphasis on appearances.

Market for MOJO

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

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

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

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

Historically treated

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

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

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

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

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

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

in a Phase II clinical trial conducted by Ronald D.

Wiehle and others, entitled “ Enclomiphene citrate stimulates testosterone

production while preventing oligospermia:

a randomized phase II clinical trial comparing topical testosterone ” (Fertil Steril.

2014 Sep;102(3):720-7.

10.1016/j.fertnstert.2014.06.004.

Epub 2014 Jul 17.

25044085), which found enclomiphene citrate as

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

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

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

Market for SLIM

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

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

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

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

acceptance of injectable therapies.

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

According to Research and Markets, the market for semaglutides

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

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

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

and Competitive Advantages

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large retailers that sell non-prescription products.

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

products with either or both Tadalafil and Sildenafil (or similar products), in an oral disintegrating tablet and who are selling compounded

Minoxidil and Finasteride in both topical form (e.g., gels, foams, liquid solutions) and in oral capsule, tablet or pill form.

we are aware of other companies that are currently selling oral disintegrating tablets for ED, including those using a combination of

Tadalafil and Sildenafil (the active ingredient in Viagra).

However, we are not aware of any companies that are selling a compound consisting

of Minoxidil and Finasteride in an oral disintegrating tablet form.

compete against these competitors based on our branding, advertising, unique compounding, and product delivery system (i.e., our Mango

ED and Mango GROW products have been designed to be taken sublingually, rather than in pill form).

to other online direct to consumer telemedicine companies that are selling both generic ED medication and generic hair loss medications,

we believe we have priced both our Mango ED products and Mango GROW product at a premium, due to the cost of compounding the product

and the use of multiple ingredients.

We are currently aware of a handful of other direct to consumer companies that are also selling

compounded hair loss and ED medications and who are selling their products at a higher price than Mango’s current price.

When comparing

the current market for various pharmaceutical related hair loss and ED products, we have attempted to position our pricing to be slightly

above average as we anticipate marketing our Mango ED and Mango GROW products to a demographic that we expect will pay a premium for

what we believe to be a premium product relative to the competition for the treatment of hair loss and erectile dysfunction.

currently produce and sell our Mango ED and Mango GROW products, and plan to produce and sell future pharmaceutical products, under an

exemption provided by Section 503A of the FFDCA Act.

Section 503A describes the conditions under which compounded human drug products

are exempt from the FFDCA Act sections on FDA approval, prior to marketing, current good manufacturing practice (“cGMP”)

requirements and labeling with adequate directions for use.

One of these conditions is that the drugs must be compounded based on the

receipt of valid patient-specific prescriptions;

another condition limits “copying” of FDA-approved products, which restricts

compounding drugs that have the same active ingredients and route of administration as ingredients that are used in other FDA approved

drugs which are commercially available.

The FDA also prohibits any marketing or promotional statements that are “false or misleading

in any particular,” including making any unsupported superiority claims against other products or the failure to disclose a material

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

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

Products, overall.

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

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

We believe that these alternative

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

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

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

by Section 503A of the FFDCA Act.

Section 503A describes the conditions under which compounded human drug products are exempt from the

FFDCA Act sections on FDA approval, prior to marketing, current good manufacturing practice (“ cGMP ”) requirements

and labeling with adequate directions for use.

One of these conditions is that the drugs must be compounded based on the receipt of valid

patient-specific prescriptions;

another condition limits “ copying ” of FDA-approved products, which restricts compounding

drugs that have the same active ingredients and route of administration as ingredients that are used in other FDA approved drugs which

are commercially available.

The FDA also prohibits any marketing or promotional statements that are “ false or misleading in

any particular, ” including making any unsupported superiority claims against other products or the failure to disclose a material

Notwithstanding

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of a commercially available drug if the compounded drug has a different route of administration as compared with the approved alternative,

and our Mango ED and Mango GROW products are for a different route of administration (e.g., sublingual).

In addition, the FDA does not

consider a compounded drug to be “essentially a copy” of a commercially available drug if the approved product cannot be

used for the prescribed route of administration, which is available in the compounded version (which we believe it cannot, as discussed

Finally, we do not expect that we will be deemed to have engaged in such “copying”, because our Mango ED and Mango

GROW products are based on a prescriber’s determination for each patient that the change associated with the compounded product

(our Mango ED and Mango GROW products) produces for the patient a significant difference as compared with the commercially available

drug product.

Under relevant FDA guidance, the FDA does not consider a compounded drug “essentially a copy” if a prescriber

determines that there is a change, made for an identified individual patient, which produces for that patient a significant difference

from the commercially available product.

and our Compounded Products are for a different route of administration (e.g., sublingual).

In addition, the FDA does not consider a

compounded drug to be “ essentially a copy ” of a commercially available drug if the approved product cannot be used

for the prescribed route of administration, which is available in the compounded version (which we believe it cannot, as discussed below).

Finally, we do not expect that we will be deemed to have engaged in such “ copying ”, because our Compounded Products

are based on a prescriber’s determination for each patient that the change associated with the Compounded Products produces for

the patient a significant difference as compared with the commercially available drug product.

Under relevant FDA guidance, the FDA does

not consider a compounded drug “ essentially a copy ” if a prescriber determines that there is a change, made for an

identified individual patient, which produces for that patient a significant difference from the commercially available product.

Section 503A of the FFDCA Act, it is the prescribing practitioner who determines if a compounded drug is necessary for the identified

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that are appropriately documented.

Our Mango ED and Mango GROW compounded products have been formulated as a Rapid Dissolve Tablet using

a sublingual (applied under the tongue) delivery system to bypass the stomach and liver.

We believe this offers a significant difference

based on the fact that the approved versions are not available in the same route of administration (i.e., sublingual).

A sublingual formulation

may be able to meet the clinical needs of a particular patient who desires a more rapid onset of action compared to an FDA-approved oral

In addition, because the prevalence of ED generally increases with age, older patients who may have difficulty swallowing

an FDA-approved oral formulation may benefit from a sublingual formulation that dissolves under the tongue.

drugs, like our Mango ED and Mango GROW products, are not FDA-approved.

This means that the FDA does not verify the safety or effectiveness

of such drugs.

Instead, consumers rely on the determination of a prescribing physician that the compounded drug is necessary for the

individual patient.

Our Compounded Products have been formulated as a Rapid Dissolve Tablet using a sublingual (applied

under the tongue) delivery system to bypass the stomach and liver.

We believe this offers a significant difference based on the fact

that the approved versions are not available in the same route of administration (i.e., sublingual).

A sublingual formulation may be

able to meet the clinical needs of a particular patient who desires a more rapid onset of action compared to an FDA-approved oral formulation.

In addition, because the prevalence of ED generally increases with age, older patients who may have difficulty swallowing an FDA-approved

oral formulation may benefit from a sublingual formulation that dissolves under the tongue.

drugs, like our Compounded Products, are not FDA-approved.

This means that the FDA does not verify the safety or effectiveness of such

Instead, consumers rely on the determination of a prescribing physician that the compounded drug is necessary for the individual

Compounded drugs also lack an FDA finding of manufacturing quality before such drugs are marketed.

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or misleading in any particular, ” including the failure to disclose material facts.

For example, the FDA will expect adequate substantiation

for an efficacy claim, which would require substantial evidence derived from adequate and well-controlled clinical trials.

we can conduct truthful and non-misleading promotional activities, including activities involving the use of testimonials and surrogates,

with limited claims that do not require substantial evidence derived from adequate and well-controlled clinical trials and which do not

include efficacy claims.

For example, the FDA will expect adequate

substantiation for an efficacy claim, which would require substantial evidence derived from adequate and well-controlled clinical trials.

We believe we can conduct truthful and non-misleading promotional activities, including activities involving the use of testimonials

and surrogates, with limited claims that do not require substantial evidence derived from adequate and well-controlled clinical trials

and which do not include efficacy claims.

are also aware of data in the scientific literature supporting how the proposed combination of the compounds which make up our Mango

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

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

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

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

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

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

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

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

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Drugs 57, 111–126 (1999).

we, nor our representatives have had any conversations with the FDA staff regarding whether our Mango ED and Mango GROW products can

be sold pursuant to Section 503A of the FFDCA Act and future conversations with the FDA may result in the FDA staff raising issues with

such sales pursuant to Section 503A of the FFDCA, requiring certain pre-requisites or changes to our current business plan, which may

be costly or time consuming, and/or may result in us being prohibited from selling our Mango ED and Mango GROW products pursuant to Section

503A of the FFDCA Act.

we, nor our representatives have had any conversations with the FDA staff regarding whether our Compounded Products can be sold pursuant

to Section 503A of the FFDCA Act and future conversations with the FDA may result in the FDA staff raising issues with such sales pursuant

to Section 503A of the FFDCA, requiring certain pre-requisites or changes to our current business plan, which may be costly or time consuming,

and/or may result in us being prohibited from selling our Compounded Products pursuant to Section 503A of the FFDCA Act.

as are many other companies, are also subject to environmental laws, rules and regulations which could affect our operations, including

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of our business model, the healthcare industry is subject to changing political, economic and regulatory influences that may affect health

and wellness companies like Mangoceuticals.

During the past several years, the healthcare industry has been subject to an increase in

governmental regulation and subject to potential disruption due to legislative initiatives and government regulation, as well as judicial

interpretations thereof.

While these regulations may not directly impact us or our offerings in any given case, they will affect the

healthcare industry as a whole and may impact customer use of the Company’s solutions and will have a direct impact on the Company’s

expenditures as this would require additional capital resources to remain in compliance.

If the government asserts broader regulatory

control over companies like us or if we accept payment from and/or participate in third-party payor programs in the future, the complexity

of our operations and our compliance obligations will materially increase.

and wellness companies like the Company.

During the past several years, the healthcare industry has been subject to an increase in governmental

regulation and subject to potential disruption due to legislative initiatives and government regulation, as well as judicial interpretations

While these regulations may not directly impact us or our offerings in any given case, they will affect the healthcare industry

as a whole and may impact customer use of the Company’s solutions.

If the government asserts broader regulatory control over companies

like us or if we accept payment from and/or participate in third-party payor programs in the future, the complexity of our operations

and our compliance obligations will materially increase.

regulation of the practice of medicine and telehealth

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judicial developments regarding the practice of medicine, telehealth and pharmaceutical laws in order to support our related party pharmacy

(Epiq Scripts) and third-party doctor’s network (Doctegrity).

(Epiq Scripts) and our third-party Telemedicine Providers.

who provide professional clinical services via telehealth must, in most instances, hold a valid license to provide the applicable professional

services in the state in which the patient is located.

As such, the physicians provided to us through our relationship with BrighterMD,

LLC dba Doctegrity, discussed under “Item 1.

Business—Material Agreements—Master Services Agreement with Epiq Scripts”

and “—First Amendment to MSA,” are required to be licensed under applicable state law.

As such, the physicians provided to us through our relationship with our Telemedicine

Providers are required to be licensed under applicable state law.

Additionally,

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For example, some states specifically

require synchronous (or “live”) communications and restrict or exclude the use of asynchronous telehealth modalities, which

is also known as “store-and-forward” telehealth.

However, other states do not distinguish between synchronous and asynchronous

telehealth services.

In response to the COVID-19 pandemic, some state and federal regulatory authorities lowered certain barriers to

the practice of telehealth in order to make remote healthcare services more accessible.

Due to our business model, these changes did

not dramatically change our operations, but these changes did introduce many people to the practice of telehealth.

It is unclear whether

these changes will have a long-term impact on the adoption of telehealth services by the general public or legislative and regulatory

of the rules and regulations we expect to be subject to include:

require synchronous (or “ live ”) communications and restrict or exclude the use of asynchronous telehealth modalities,

which is also known as “ store-and-forward ” telehealth.

However, other states do not distinguish between synchronous

and asynchronous telehealth services.

In response to the COVID-19 pandemic, some state and federal regulatory authorities lowered certain

barriers to the practice of telehealth in order to make remote healthcare services more accessible.

Due to our business model, these

changes did not dramatically change our operations, but these changes did introduce many people to the practice of telehealth.

unclear whether these changes will have a long-term impact on the adoption of telehealth services by the general public or legislative

and regulatory authorities.

of the rules and regulations we are subject to include:

Anti-Kickback Statute

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care program.

Food and Drug Administration (“FDA”) Regulation

FDA Regulation

FDA regulates product promotion and noncompliance and this could result in the FDA requesting that we modify our product promotion or

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violations of applicable law or regulations occur.

We also believe that the FDA will likely consider our compounded combination product

We also believe that the FDA will likely consider our compounded combination products

to be different from previously FDA-approved products, and that the FDA will not likely allow us to rely on any FDA-approved labeling

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Business—Material Agreements—Master Services Agreement

with Epiq Scripts” and “—First Amendment to MSA,” we have entered into an agreement with Epiq Scripts, a related

party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, to provide us compounding and other pharmacy

with Epiq Scripts ”, we have entered into an agreement with Epiq Scripts, a related party, 52% owned and controlled by Jacob

Cohen, our Chairman and Chief Executive Officer, to provide us compounding and other pharmacy services.

operations are subject to extensive government regulation, from the entry into agreements with physicians or groups of physicians to

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as state laws are changing rapidly.

example, as of the date of this Report, thirteen states—California, Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, New

Jersey, Oregon, Tennessee, Texas, Utah, and Virginia—have enacted consumer data privacy laws.

The data privacy laws have a number

of things in common with each other, including allowing residents of those states the right to access and delete their personal information

and to opt-out of the sale of their personal information, among others.

Other provisions require commercial websites or online services

to post a privacy policy that describes the types of personal information collected, what information is shared with third parties, and

how consumers can request changes to certain information.

Our compliance with these and future rules may increase our operating and expenses

and our failure to comply with these rules could subject us to fines, penalties and litigation.

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

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

enacted consumer data privacy laws.

The data privacy laws have a number of things in common with each other, including allowing residents

of those states the right to access and delete their personal information and to opt-out of the sale of their personal information, among

Other provisions require commercial websites or online services to post a privacy policy that describes the types of personal

information collected, what information is shared with third parties, and how consumers can request changes to certain information.

compliance with these and future rules may increase our operating and expenses and our failure to comply with these rules could subject

us to fines, penalties and litigation.

addition to the above, proposed or new legislation and regulations could also significantly affect our business.

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to litigation, penalties or recalls.

have an insurance policy in effect that includes customary coverage and protection for professional liability, general liability, employee

benefits and protection against claims including technology products, services and against cyber security.

Our insurance policy also

covers exposure to product liability claims, including both technology product claims related to customer data breaches, copyright infringement

and/or misrepresentation and fraud and any claims made in connection with any physical products and services sold through the Company’s

Services Agreement with Doctegrity

to the Physicians Agreement, Doctegrity, which provides online telemedicine technology services and provides access to independently

contracted licensed physicians and providers, agreed to (a) arrange for the services of a physician or, where appropriate, a mid-level

practitioner with delegated authority from a physician, licensed in the appropriate state the practice of medicine will take place, who

will establish a physician/patient relationship with patients associated with the Company’s platform in accordance with the laws

and regulations of the appropriate state(s) and also provide physician review and assessment and quality control of the Company’s

or related brands’ advertising of services, medical questionnaires and related prescription requests;

and (b) provide an asynchronous

telehealth platform (and in certain cases, synchronous capabilities in certain U.S.

states where and when available and applicable) which

provides patient access to licensed physicians in the state from which the patient, who is participating under our platform, resides.

chose to contract with Doctegrity after reviewing and comparing the fees and services offered by similar telehealth platform companies

that facilitate visits between health care professionals and patients.

a patient visits our website and submits a request for a consultation with a health care professional, Doctegrity will communicate the

patient’s information to one of its affiliated physicians.

Doctegrity and the physicians are responsible for conducting the telehealth

consultation and any ongoing communication with the patient in accordance with applicable laws.

The physicians make a determination,

in their sole discretion, as to whether or not to prescribe our products (currently our Mango ED and Mango GROW products) to potential

If the physicians prescribe our Mango ED or Mango GROW products, then the customers pay us for our products.

In turn, Epiq

Scripts, LLC, pursuant to the Master Services Agreement discussed below, is provided information on the customer and compounding of our

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

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

physician prescribes our product to the patient.

The fee we pay Doctegrity is fixed, set in advance and was negotiated at arms’

length after comparing the prices offered by similar services.

We are not a party to any contracts between Doctegrity and any health

professionals or physician groups and do not control how Doctegrity reimburses these providers.

our arrangement with Doctegrity, as summarized above, is structured to comply with applicable laws, including those restricting the corporate

practice of medicine and fee splitting, there may be a risk that a state agency, now or in the future as these laws (and interpretations

of them) evolve, would conclude that the arrangement and fee structure between Doctegrity and its contracted physicians and/or our agreement

with Doctegrity violates the corporate practice of medicine doctrine and fee splitting restrictions in Texas or in another state where

a patient who uses our Mangoceuticals platform is located.

Physicians Agreement has a term of one year subject to automatic one-year renewals unless and until terminated in accordance with the

Physicians Agreement, including by either party with 90 days’ prior written notice with or without cause and for cause with ten

days’ written notice.

Physicians Agreement requires us and Doctegrity to maintain certain minimum levels of insurance, and contains customary representations

and warranties, force majeure provisions and confidentiality obligations.

Pursuant to the Physicians Agreement, each party is required

to indemnify and hold harmless the other party, its affiliates and representatives, from and against any third party claims, liabilities,

damages, judgments or other losses (including reasonable attorneys’ fees) imposed upon or incurred by them arising out of or as

(i) any acts or omissions by or the willful misconduct of the other party, its affiliates or representatives in connection

with the performance of any of their respective obligations under the agreement;

and (ii) any material breach of the agreement by the

other party, or its affiliates or representatives;

except to the extent that such losses arising pursuant to (i) and/or (ii), arise from

the bad faith, willful misconduct or gross negligence of the party seeking indemnification.

The Physicians Agreement also includes customary

limitation of liability language, whereby each party waived any liability from the other for any indirect, incidental, exemplary, punitive

or consequential damages.

physicians are tasked with determining whether patients seeking Mango ED or Mango GROW products are eligible to be prescribed our Mango

ED and Mango GROW products, respectively, with the sole purpose of the telemedicine engagement being for the determination, in the physician’s

sole judgment, of whether the patient is qualified to obtain a prescription for the Mango ED or Mango GROW products.

physicians are required to electronically send prescriptions to Epiq Scripts (the Company’s designated and accredited pharmacy

partner), which financial relationship is required to be disclosed in writing to the patient via the Terms and Conditions listed on the

Company’s website, including informed consent, and also informing the patient that the prescription is sent to the Company’s

designated pharmacy partner.

Doctegrity’s physicians are only able to prescribe Mango ED or Mango GROW products to patients seeking

ED medical and/or treatment hair loss , respectively, through our customer portal.

agreement also includes certain covenants restricting our operations, restricting us and our owners, directors, officers, and managers,

during the term of the agreement and for 12 months thereafter from providing to or for any customer any services or products, solutions,

of the type provided by Doctegrity, using confidential information received during the term of the agreement.

Services Agreement with Epiq Scripts

September 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, which at the time

was 51%-owned by American International.

Cohen, our Chairman and Chief Executive Officer, served as the Chief Executive Officer and

a director of, and had voting control over, American International at the time of the entry into the Master Services Agreement, and currently

serves on the Board of Directors of American International.

The Company was wholly-owned by American International until June 16, 2022,

when control of the Company was sold to Cohen Enterprises, which is owned by Mr.

Epiq Scripts was formed in January 2022, and

only began compounding drugs for patients in November 2022.

On February 15, 2023, the 51% of Epiq Scripts then owned by American International

was transferred to Mr.

Cohen as part of an exchange transaction, whereby Mr.

Cohen agreed to cancel his preferred stock of American International,

which provided him voting control over American International, in exchange for among other assets, American International’s ownership

of Epiq Scripts.

As a result, Epiq Scripts is currently 51% owned by Mr.

Cohen, our Chairman and Chief Executive Officer.

Additionally,

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

to the Master Services Agreement and a related statement of work (“SOW”), Epiq Scripts agreed to provide pharmacy and related

services to the Company, the Company agreed to exclusively use Epiq Scripts as the provider of the Services (defined below) during the

term of the agreement, so long as Epiq Scripts complies with the terms of the Master Services Agreement.

The agreement also includes

a 30 day right of first refusal for Epiq Scripts to provide pharmacy services for any new product that Mango may introduce during the

term of the agreement.

to the SOW, Epiq Scripts agreed to provide for the online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution

(collectively, the “Services”) of products sold exclusively via our website that may be prescribed as part of a telehealth

consultation on our platform.

Epiq Scripts also agreed to provide mail service pharmacy services to us on an exclusive basis during the

term of the SOW.

agreed to provide Epiq Scripts with all custom packaging materials, including but not limited to, individual sachet and/or blister packaging

materials, outer box packaging, and any custom inserts and/or marketing information to accompany the prescription shipment, if any and

to provide Epiq Scripts with quarterly sales forecasts to ensure Epiq Scripts has enough packaging materials on hand to cover a 90 day

We agreed to pay for all direct shipping, delivery and related courier costs and to provide Epiq Scripts with direct access to

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

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

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

in the Master Services Agreement (discussed below).

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

and drug compounding (per pill), provided the per pill rate is reduced upon us exceeding 3,500 product packages per month.

the Master Services Agreement, we are solely responsible for billing and collecting funds from our customers and Epiq Scripts is paid

out of funds that we actually collect.

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

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

The Master Services Agreement can be

terminated (i) upon breach of the agreement by the other party, subject to a 90-day cure right, (ii) if a party enters into bankruptcy

or fails to pay its debts as they become due, or (iii) if Epiq Scripts becomes unable to perform the services covered by the Master Services

Agreement and any statements of work associated therewith.

under the Master Services Agreement are due within 15 days after the end of each month during which collections are received.

Services Agreement contains customary confidentiality obligations, record retention provisions, audit rights, and representations and

warranties of the parties.

Each party to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and the

other party’s officers, directors, shareholders, employees, and agents from and against any and all nonparty claims, or actions

for damages, liabilities (including strict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs)

to the proportionate extent caused by (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents in

connection with the performance of the agreement, or (2) any breach of any representation, warranty or covenant under the agreement by

the indemnitor or any of its employees or agents.

Additionally, the parties agreed that neither party will be liable to the other for

special, incidental, or exemplary damages, subject to certain limited exceptions.

The Master Services Agreement does not address product

liability claims or assign any rights of indemnification or contribution in connection therewith.

paid Epiq Scripts a total of $60,000 upon our entry into the Master Services Agreement, comprising $45,000 as a one-time non-refundable

technology systems setup and implementation fee and $15,000 as an upfront retainer to be credited towards the future provision of pharmacy

and related services as outlined and detailed in the Master Services Agreement and SOW, of which $11,745 remained outstanding as of December

31, 2022 and $60,953 remained outstanding as of December 31, 2023.

All costs related to the pharmacy services provided by Epiq Scripts

are listed as related party costs of revenues on our statement of operations.

Scripts has filed with the Utilization Review Accreditation Commission (“URAC”) to obtain its pharmacy accreditation and

obtained its first state license in the State of Texas in February 2022.

Epiq Scripts has State Board of Pharmacy (or its

equivalent) licenses to operate in the District of Columbia and the following 47 states:

Alaska, Arizona, Arkansas, Colorado,

Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,

Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New

York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah,

Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming and plans to eventually obtain licenses in all 50 states by the

end of the second quarter 2024, with some state licenses easier to obtain and quicker to obtain than others.

a result of the above, Epiq Scripts can currently only provide the Services to the Company in the District of Columbia and 47 states

described above, and the Company will be unable to sell its products to any customers in any states other than those named above, until

Epiq Scripts is able to obtain licenses in other states and will thereafter be limited to selling products to customers only in the states

in which Epiq Scripts holds a license.

Agreement With Epiq Scripts

September 15, 2023, we entered into a Consulting Agreement (the “Consulting Agreement”) with Epiq Scripts.

Pursuant to the

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

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

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

(b) the mutual agreement of the parties;

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

may be at any time and for any reason.

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

of $65,000, payable within ten days of the entry into the agreement, which was timely paid;

and (2) a set fee, payable for each prescription

drug pill sold by the Company for cash, to the extent such pill must be prescribed by a medical doctor, or sold through retail pharmacies

over the counter, in jurisdictions where a doctor’s prescription is not required for the sale of such drugs, and sold in a Territory

(defined below), which consideration per pill decreases each year that the agreement is in effect, and is only payable for the first

five years of the agreement.

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

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

and the District of Columbia;

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

in the Territory.

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

reimbursed to a purchaser.

agreement includes customary representations of the parties, confidentiality and non-solicitation provisions, rights of Epiq Scripts

to audit the sales of prescription pills, subject to certain limitations and requirements, and the requirement that the Company reimburse

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

Amendment to MSA

September 15, 2023, we entered into a First Addendum to Master Services Agreement (“MSA”) with Epiq Scripts (the “First

to the First Amendment, the parties agreed to amend the MSA to include certain Right of first negotiation rights and right of first refusal

rights (each as discussed below).

Additionally, the First Amendment provides for certain rights to Epiq Scripts in the event that the

Company seeks to obtain pharmaceutical services in connection with certain Company products (collectively, “Pharmaceutical Services”)

in jurisdictions other than the United States, including, without limitation, Mexico and the United Kingdom, where Epiq Scripts does

not currently maintain licenses or permits (“Future Jurisdictions”, which shall also include, to the extent applicable, any

state in the United States in which Epiq Scripts does not then hold required permits or licenses for the provision of the Pharmaceutical

Services) and/or to terminate Epiq Scripts’ rights to provide exclusive Pharmaceutical Services in any current state of the United

States or Future Jurisdiction where Epiq Scripts may then be providing Pharmaceutical Services to the Company (each a “Current

Jurisdiction”).

Specifically,

the parties agreed in the First Amendment that should the Company decide to transfer any services provided by Epiq Scripts in a Current

Jurisdiction to another pharmaceutical service provider (“Transferred Services”), the Company will be required to pay Epiq

Scripts a fee of 1% of the total gross sales of all Prescription Products (defined below) by the Company resulting from the Transferred

Services in the Current Jurisdiction, for a period of the lesser of (a) five (5) years from the date the Company transferred the Transferred

and (b) through the end of the term of the MSA (including where applicable, any renewal term)(the “Non-Use Fee”).

The Non-Use Fee is payable monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar quarter.

“Prescription

Products” means Products (as defined in the MSA) sold by the Company which must be prescribed by a medical doctor.

Notwithstanding

the above, the Non-Use Fee shall not apply, and the Company shall not be obligated to pay any Non-Use Fee (a) in the event that the Transferred

Services are provided directly by the Company or a majority-owned subsidiary of the Company;

(b) in the event the Company decides to

enter into an agreement with another pharmaceutical service provider to provide Pharmaceutical Services in a Future Jurisdiction;

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

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

(b) expand its need for pharmacy

services into a new jurisdiction which Epiq Scripts does not then operate in (including, but not limited to new countries);

providing pharmacy services internally (either through organic growth or acquisition).

Thereafter Epiq Scripts has the right to provide

the Company written notice of its intention to provide such services (as described in (a) or (b) above, whereafter the Company is required

to discuss and negotiate such services in good faith with Epiq Scripts for a period of not less than 15 days).

Otherwise, in the event

of the occurrence of an event discussed in (c) above, the Company is required to discuss the possibility of Epiq Scripts either co-operating

the pharmacy or providing management services to the Company in good faith for 15 days.

In the event after such 15 day period, the Company

and Epiq Scripts cannot come to a mutually agreeable agreement, the Company is under no further obligation regarding the matter set forth

in the notice provided to Epiq Scripts.

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

Epiq Scripts or its assets, including any agreement, arrangement, offer or proposal (including a letter of intent, term sheet, form of

definitive agreement or definitive agreement) for an asset sale or acquisition, merger, acquisition or sale of securities, or redemption

or repurchase of securities, Epiq Scripts must provide the Company notice of such offer within three days, after which receipt the Company

will have the right of first refusal for 30 days to become the purchaser in connection with the notified transaction, on the terms, and

subject to the conditions, set forth in such notified offer and pursuant to the conditions of the First Amendment.

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

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

Pursuant to the Consulting Agreement, PHX agreed to provide

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

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

such breach 30 days after written notice thereof.

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

issued PHX 50,000 shares of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

We also agreed to include the shares issued to PHX in the Resale Prospectus, which shares of common stock were included therein.

September 6, 2022, we entered into a Consulting Agreement with Ezekiel Elliott (“Elliott”), currently a professional football

player in the National Football League (NFL), to provide consulting and general business advisory services as reasonably requested by

the Company during the term of the agreement, which was for 12 months unless otherwise earlier terminated due to breach of

the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing

to provide the services under the agreement, the Company issued Elliott 100,000 shares of restricted common stock.

The agreement contains

customary confidentiality and non-solicitation provisions.

We also agreed to include the shares issued to Elliott in the Resale Prospectus,

which shares of common stock were included therein.

September 15, 2022, we entered into a Consulting Agreement with David Sandler, an individual (“Sandler”), to provide consulting

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

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

written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Sandler 10,000

shares of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

We also agreed to

include the shares issued to Sandler in the Resale Prospectus, which shares of common stock were included therein.

September 15, 2022, we entered into a Consulting Agreement with Hsiaoching Chou, an individual (“Chou”), to provide consulting

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

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

written notice thereof.

In consideration for agreeing to provide the services under the agreement, the Company issued Chou 5,000 shares

of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

We also agreed to include

the shares issued to Chou in the Resale Prospectus, which shares of common stock were included therein.

September 22, 2022, we entered into a service agreement with Greentree Financial Group, Inc.

(“Greentree” and the “Service

Pursuant to the Service Agreement, Greentree agreed to perform the following services:

(a) bookkeeping services for

the Company for the period from October 1, 2022 through June 30, 2023;

(b) advice and assistance to the Company in connection with the

conversion of its financial reporting systems, including its projected financial statements, to a format that is consistent with United

States Generally Accepted Accounting Principles (“US GAAP”);

quarters ended September 30, 2022, March 31, 2023, June 30, 2023 and the year ended December 31, 2022, including the consolidation structure

and entries as well as assistance with US GAAP footnotes;

(d) 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 SEC;

and (e) 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, CPAs and transfer agent.

Since February 2015,

Johnston, our Chief Financial Officer (who was appointed October 1, 2022), has served as Audit Manager for Greentree.

Company agreed to issue Greentree 100,000 shares of the Company’s restricted common stock upon the parties’ entry into the

agreement, and to pay Greentree $50,000 in cash, payable as follows:

(a) $12,500 on or before September 30, 2022, which has been paid;

(b) $12,500 on or before December 31, 2022, which has been paid;

and (d) $12,500 on or before June

We also agreed to include the 100,000 shares of common stock issued to Greentree in the Resale Prospectus, which shares of

common stock are included therein, and 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.

Service Agreement continued in effect through August 14, 2023.

Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with

regard to certain matters.

November 1, 2022, we entered into a Consulting Agreement with White Unicorn, LLC (“White Unicorn”), to provide business advisory

services related to product packaging, strategic marketing, branding, advertising and future product development 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 White Unicorn 100,000 shares of restricted common stock.

The agreement

contains customary confidentiality and non-solicitation provisions.

December 21, 2022, we entered into a Consulting Agreement with Chartered Services, LLC (“Chartered Services”), to provide

strategic marketing services for advertising and consulting, product distribution, digital marketing and identifying creative and constructive

brand awareness to the Company during the term of the agreement, which was for six months unless otherwise earlier terminated due

to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration

for agreeing to provide the services under the agreement, the Company agreed to pay Chartered Services $150,000 in cash (with $75,000

payable upon entry into the agreement and $75,000 payable on January 31, 2023, which amount has been paid to date) and issued Chartered

Services 250,000 shares of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

January 3, 2023, we entered into a Consulting Agreement with DojoLabs Group, Inc.

(“DojoLabs”), to provide various strategic

marketing related services to the Company pursuant to a defined scope of work during the term of the agreement, which is the earlier

of a) all deliverables being received by the Company pursuant to the scope of work, or b) if 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 DojoLabs $100,000 in cash and issued DojoLabs 50,000 shares of restricted common

stock with registration rights (the registration of the resale of which shares were included in the Resale Prospectus) and fully vest

upon the completion of all work performed under the scope of work.

The agreement contains customary confidentiality and non-solicitation

January 6, 2023, we entered into a Consulting Agreement with Bethor, Ltd.

(“Bethor”), to provide strategic advisory services

to 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 Bethor 250,000 shares of restricted common stock with registration rights

(the registration of the resale of which shares were included in the Resale Prospectus).

The agreement contains customary confidentiality

and non-solicitation provisions.

January 6, 2023, the Company established an advisory board (the “Advisory Board”) and approved and adopted a charter (the

“Advisory Board Charter”) to govern the Advisory Board.

Pursuant to the Advisory Board Charter, the Advisory Board shall

be comprised of a minimum of two (2) members, all of whom shall be appointed and subject to removal by the Board of Directors at any

In addition to the enumerated responsibilities of the Advisory Board in the Advisory Board Charter, the primary function of the

Advisory Board is to assist the Board of Directors in its general oversight of the Company’s development of new business ventures

and strategic planning.

connection with the establishment of the Advisory Board, the Board of Directors appointed Dr.

Brian Rudman (“Dr.

Jarrett Boon (“Mr.

Boon”), both of whom are independent, non-Board members and non-Company employees, to the Advisory

Rudman serves as Chairman of the Advisory Board.

connection with Dr.

Rudman’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Dr.

Consulting Agreement”), dated effective January 6, 2023, with Dr.

Rudman, whereby the Company agreed to issue Dr.

Rudman 25,000

shares of the Company’s restricted common stock, pay Dr.

Rudman $2,000 per month in cash, and reimburse Dr.

Rudman for reasonable

out-of-pocket expenses, including, without limitation, travel expenses incurred by him in connection with the Company’s requests

of the performance of his duties to the Company in service on the Advisory Board.

connection with Mr.

Boon’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Mr.

Consulting Agreement”), dated effective January 6, 2023, with Mr.

Boon, whereby the Company agreed to issue Mr.

Boon 25,000 shares

of the Company’s restricted common stock and to reimburse Mr.

Boon for reasonable out-of-pocket expenses, including, without limitation,

travel expenses incurred by him in connection with the Company’s requests of the performance of his duties to the Company in service

on the Advisory Board.

January 24, 2023, we entered into Consulting Agreements with four consultants to the Company:

(1) Sultan Haroon;

(2) John Helfrich;

Justin Baker;

and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts.

Pursuant to the Consulting Agreements, the Consultants

agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter

related products during the term of the agreement, which each had a term of 18 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 an aggregate of 350,000 shares of common stock to the consultants as

(1) Sultan Haroon 150,000 shares of restricted common stock;

(2) John Helfrich 25,000 shares of restricted common stock;

Justin Baker 25,000 shares of restricted common stock;

and (4) Maja Matthews 150,000 shares of restricted common stock.

The shares issued

to Haroon and Matthews vest at the rate of 50,000 shares upon entry into the agreement, 50,000 shares upon the Company’s successful

launch of a new product category, and 50,000 shares upon the Company’s successful launch of a second and additional new product

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

The shares issued to Helfrich and Baker vest at

the rate of 10,000 shares upon entry into the agreement, 7,500 shares upon the Company’s successful launch of a new product category,

and 7,500 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the

18-month anniversary of the applicable agreement.

Any shares not vested by the eighteen-month anniversary of the applicable agreement

are forfeited.

The agreement contains customary confidentiality and non-solicitation provisions.

May 1, 2023, we entered into a Software Development Agreement with Redlime Solutions, Inc.

(“Redlime”) to provide software

development services during the term of the agreement, which is for 12 months.

In consideration for agreeing to provide the services

under the agreement, the Company agreed to pay Redlime $300,000 in cash and issue Redlime 180,000 shares of restricted common stock.

The shares were valued at $1.00 per share for a total of $180,000.

May 25, 2023, the Board of Directors appointed Mr.

Aaron Andrew, an independent, non-Board member and non-Company employee, to the Advisory

In connection with Mr.

Andrew’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “Andrew

Consulting Agreement”), dated effective May 25, 2023, with Mr.

Andrew, whereby the Company agreed to issue Mr.

Andrew 50,000 shares

of the Company’s restricted common stock under the 2022 Plan and to reimburse Mr.

Andrew for reasonable out-of-pocket expenses,

including, without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of

his duties to the Company in service on the Advisory Board.

The shares were valued at $1.10 per share for a total of $55,000.

June 1, 2023, we entered into a Consulting Agreement with Major Dodge (“Major”), to provide acting and production related

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 issued Major 20,000 shares of restricted common stock under the 2022 Plan.

agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued at $1.10 per share for a total of

June 1, 2023, we entered into a Production and Broadcasting Agreement with New To The Street Group, LLC (“New To The Street”),

to provide production, broadcasting and other marketing related services to the Company during the term of the agreement, which was for

3 months unless otherwise earlier terminated.

In consideration for agreeing to provide the services under the agreement,

the Company issued New To The Street 50,000 shares of restricted common stock and agreed to pay New To The Street a monthly cash payment

The shares were valued at $1.10 per share for a total of $55,000.

September 1, 2023, we entered into a service agreement with Greentree.

Pursuant to the Service Agreement, Greentree agreed to perform

the following services:

(a) bookkeeping services for the Company for the period from October 1, 2023 through September 30, 2024;

advice and assistance to the Company in connection with the conversion of its financial reporting systems, including its projected financial

statements, to a format that is consistent with US GAAP;

September 30, 2023, March 31, 2024, June 30, 2024 and the year ended December 31, 2023, including the structure and entries as well as

assistance with US GAAP footnotes;

(d) 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 SEC;

and (e) 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, CPAs and transfer agent.

Since February 2015, Eugene (Gene)

Johnston, our Chief Financial Officer (who was appointed October 1, 2022) has served as an Audit Manager for Greentree.

Company agreed to issue Greentree 75,000 shares of the Company’s restricted common stock upon the parties’ entry into the

agreement, and to pay Greentree $40,000 in cash, payable as follows:

(a) $20,000 on or before September 30, 2023;

(b) $20,000 on or before

March 31, 2024.

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.

Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard

to certain matters.

The shares were valued at $1.13 per share for a total of $84,750.

November 1, 2023, the Board of Directors appointed Dr.

Douglas Christianson (“Dr.

Christianson”) an independent, non-Board

member and non-Company employee, to the Advisory Board.

In connection with Dr.

Christianson’s appointment to the Advisory Board,

the Company entered into an Advisor Agreement (the “Christianson Consulting Agreement”), dated effective November 1, 2023,

Christianson, whereby the Company agreed to issue Dr.

Christianson 50,000 shares of the Company’s common stock under the

2022 Plan, which vest six months from the issuance date, and to reimburse Dr.

Christianson for reasonable out-of-pocket expenses, including,

without limitation, travel expenses incurred by him in connection with the Company’s requests of the performance of his duties

to the Company in his service on the Advisory Board.

The agreement has a one year term, but can be terminated with written notice from

either party with 30 days’ notice.

The agreement includes customary confidentiality obligations relating to Dr.

Christianson and

indemnification obligations of the parties, requiring each party to indemnify and hold harmless the other against breaches of the agreement

and intentionally misconduct or gross negligence (Dr.

Christianson) and the operations of the Company (the Company).

The shares were

valued at $0.65 per share for a total of $32,500.

November 1, 2023, we entered into an Influencer Contract with Jason Szkup (“Scoop”), to provide influencer and marketing

related services to the Company during the term of the agreement, including posting social media videos.

The agreement has a term of

three months , unless otherwise earlier terminated.

In consideration for agreeing to provide the services under the agreement,

the Company agreed to pay Scoop $10,000 and to issue Scoop 30,000 shares of common stock under the 2022 Plan.

The agreement contains

customary confidentiality and non-disclosure provisions.

The shares were valued at $0.65 per share for a total of $19,500.

November 7, 2023, we entered into a subsequent Consulting Agreement with PHX to provide consulting and general business advisory services

as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated

due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof.

In consideration

for agreeing to provide the services under the agreement, the Company paid PHX $25,000 in cash and issued PHX 200,000 shares of common

stock under the 2022 Plan.

The agreement contains customary confidentiality and non-solicitation provisions.

January 2, 2024, we entered into a Consulting Agreement with G&P General Consulting (“G&P”), Pursuant to the

Consulting Agreement, G&P agreed to provide consulting and general business advisory services as it relates to the expansion of

the Company’s products into additional international territory’s, including, but not limited to, the United Arab

Emirates (UAE), China, Japan, Korea, and in certain regions of Asia and additional services as reasonably requested by the Company

during the Term of this Agreement 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 G&P

250,000 shares of common stock.

G&P will receive an additional 500,000 shares in 90 days, if the agreement is still in place.

The Consulting Shares we/will be issued under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan (as amended)(the “2022 Equity Incentive Plan”).

agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued at $0.28 per share for a total

January 10, 2024, we renewed a Consulting Agreement with Luca Consulting, LLC (“Luca”), to provide certain management and

consulting services to the Company during the term of the agreement, which is for three months unless otherwise earlier terminated due

to breach of the agreement by either party.

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

200,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement and to pay Luca $15,000

in cash, payable as follows:

(a) $5,000 on the signing of the agreement;

and (b) $5,000 on the tenth of each month throughout the remainder

of the agreement.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its

affiliates with regard to certain matters.

The shares were valued at $0.28 per share for a total of $56,000 .

January 11, 2024, we entered into a Consulting Agreement with First Level Capital (“First Level”), to provide certain management

and consulting 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.

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

issued an initial 250,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement, an

additional 250,000 shares of the Company’s restricted common stock before the end of the term of the agreement and to pay First

Level $60,000 in cash, payable as follows:

(a) $60,000 on the signing of the agreement;

and (b) $60,000 on the approval by the Company.

The Service Agreement includes customary indemnification obligations requiring the Company to indemnify First Level and its affiliates

with regard to certain matters.

The initial shares were valued at $0.28 per share for a total of $70,000.

Services Agreement with Global Career Networks

December 1, 2022, the Company entered into a Master Services Agreement with Global Career Networks, Inc.

to the agreement, we issued GCN 100,000 shares of restricted common stock with registration rights (which shares were included in the

Resale Prospectus) and GCN agreed to assist us with a planned twitter marketing campaign.

The agreement has a one year term (provided

the individual project described therein had a six month term, beginning December 1, 2022 ), and may be renewed thereafter

for additional one year terms with the mutual approval of the parties.

Either party may terminate the agreement at any time for any reason,

with at least 60 days’ notice, or upon the occurrence of any breach or default under the agreement, which remains uncured within

30 days of written notice thereof, or if the non-terminating party is subject to bankruptcy.

The agreement contains customary confidentiality,

indemnification obligations, and limitations of liability.

believe that our ability to obtain and maintain intellectual property protection for our technology platform, preserve the confidentiality

of our trade secrets, and operate without violating the intellectual property rights of others will be important to our success.

on a combination of trademark, copyright, trade secret, including federal, state and common law rights in the United States and other

countries, nondisclosure agreements, and other measures to protect our intellectual property, and may seek patent protection of our intellectual

property in the future.

Despite any measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects

of our products or to obtain and use information that we regard as proprietary.

Our business is affected by our ability to protect against

misappropriation and infringement of our intellectual property and other proprietary rights.

intellectual property includes the content of our websites, our registered domain names, our unregistered trademarks, and certain trade

have been granted with the United States Patent and Trademark Office for a federal trademark for the following word mark on October 13,

2024 with Reg.

Additionally,

the Company has been granted with the United States Patent and Trademark Office for the following federal trademarks:

You Take It They Will Come

Takes Two To Mango

Is The New Blue

Company has also applied with the United States Patent and Trademark Office for the following federal trademarks:

Every Day Hump Day

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

Cohen, (b) Amanda Hammer, the Chief Operating Officer of the Company, and (c) Eugene Johnston, the Chief Financial

Officer of the Company.

The Company utilizes the assistance of various independent contractors for administrative and technology development

related services.

We anticipate establishing a compensation program designed to align the compensation of our employees with performance

and to provide the proper incentives to attract, retain and motivate employees to achieve superior results in the future.

The structure

of our compensation program will balance incentives earnings for both short-term and long-term performance such as incentive bonuses

and flexible schedules.

The Company also intends to develop a culture of inclusion and diversity and places a high value on diversity

and inclusion.

Our future success will depend partially on our ability to attract, retain and motivate qualified personnel.

a party to any collective bargaining agreements and have not experienced any strikes or work stoppages.

We consider our relations with

our employees to be satisfactory.

Hammer and Mr.

Johnston, are currently party to employment agreements with the Company

as discussed below under “ Item 11.

Executive Compensation —Employment Agreements.”

of Being an Emerging Growth Company

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What changed 10-K

Item 1. Business