What changed in this filing

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Item 1A. Risk Factors

2025-03-20 compared with 2024-04-01 · 852 added, 731 removed, 1030 unchanged (61% of the section changed)

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The risk factors described below should be read

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

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

other documents that we file with the SEC.

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

Chairman and Chief Executive Officer, Jacob D.

Cohen, has significant voting control

over the company which may deter some investors;

ability to prevent credit card and payment fraud;

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

outcome of future lawsuits, litigation, regulatory matters or claims;

outcome of lawsuits, litigation, regulatory matters or claims;

fact that certain recent initial public offerings of companies with public floats comparable to the public float of the Company have

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Related to our Operating History and Need for Funding

were recently formed, have a limited operating history and have generated only limited revenues to date and there is no assurance that

we can generate revenues or sell any commercial amount of our products in the future.

We will need to raise additional funding to support

our operations in the future.

were only recently formed and have a limited operating history.

We launched our website in mid-November 2022.

To date we have sold only

a small number of products and generated only limited revenues and have not sold sufficient quantities of our Mango ED or Mango GROW

products to support our operations.

There is no assurance that we can generate revenues sufficient to support our operations, and even

if additional revenues are generated, there is no assurance that we can generate sufficient net income to support our operations.

reflected in the accompanying financials, the Company had a net loss of $9,170,435 for the year ended December 31, 2023 and an accumulated

deficit of $11,186,191 as of December 31, 2023.

Additionally, the Company had a net loss of $1,998,055 for the year ended December 31,

2022 and an accumulated deficit of $2,015,756 as of December 31, 2022.

have a limited operating history and have generated only limited revenues to date and there is no assurance that we can generate revenues

or sell any commercial amount of our products in the future.

We will need to raise additional funding to support our operations in the

have a limited operating history.

We launched our website in mid-November 2022 and have not sold sufficient quantities of our PRIME and/or

Compounded Products to date to support our operations.

There is no assurance that we can generate revenues sufficient to support our

operations, and even if additional revenues are generated, there is no assurance that we can generate sufficient net income to support

our operations.

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

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

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

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

have experienced recurring net losses since inception.

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

foreseeable future as we continue to invest to bring our Mango ED and Mango GROW products to market and to attract customers, expand

the product offerings and enhance technology and infrastructure.

These efforts may prove more expensive than we anticipate, and we may

not succeed in generating commercial revenues or net income to offset these expenses.

Accordingly, we may not be able to achieve profitability,

and we may incur significant losses for the foreseeable future.

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

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

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

respiratory illness prevention technology and Dermytol .

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

commercial revenues or net income to offset these expenses.

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

incur significant losses for the foreseeable future.

Our independent registered public accounting firm included an explanatory

paragraph in its report on our financial statements as of December 31, 2023, included herein.

As of the date of this Report, our current

capital resources, combined with the net proceeds from the offering, are expected to be sufficient for us to fund operations for the

next 12 months.

We will need funding in addition to the funding raised in our IPO and Follow On Offering to support our operations in

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

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

Such additional financing may not be available

on favorable terms, if at all.

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

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

paragraph in its report on our consolidated financial statements as of December 31, 2024, included herein.

As of the date of this Report, our

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

operations for the next 12 months.

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

We may also seek to

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

We currently anticipate such funding,

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

Such additional financing may not be available on favorable terms,

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

default, depending on the terms of such financing.

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

experiencing significant dilution.

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

value of our securities to decline in value.

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

the value of our securities to decline in value.

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

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Additionally,

our industry segment is relatively new, and is constantly evolving.

As a result, there is a lack of available information with which

to forecast industry trends or patterns.

There is no assurance that sustainable industry trends or preferences will develop that will

lead to predictable growth or earnings forecasts for individual companies or the industry segment as a whole.

We are also unable to determine

what impact future governmental regulation may have on trends and preferences or patterns within our industry segment.

our industry segment is relatively new and constantly evolving.

As a result, there is a lack of available information with which to forecast

industry trends or patterns.

There is no assurance that sustainable industry trends or preferences will develop that will lead to predictable

growth or earnings forecasts for individual companies or the industry segment as a whole.

We are also unable to determine what impact

future governmental regulation may have on trends and preferences or patterns within our industry segment.

need additional capital which may not be available on commercially acceptable terms, if at all, and this raises questions about our ability

to continue as a going concern.

need additional capital to support our operations and continue to market and commercialize our current Mango ED and Mango GROW products.

We may also require additional funding in the future to support our operations, expand our product line, pay expenses, or expand or complete

need additional capital to support our operations and continue to market and commercialize our current Pharmaceutical Products.

also require additional funding in the future to support our operations, expand our product line, pay expenses, or expand or complete

acquisitions.

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funds, we may be forced to curtail or even abandon our business plan.

are restricted from selling our securities until March 20, 2024, subject to certain exceptions, unless otherwise agree by Boustead.

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.

As a result, we may be prohibited from undertaking transactions involving

our equity securities which would otherwise be accretive to shareholders through March 20, 2024, and may be prohibited from raising funding

through the sale of equity, which may have a material adverse effect on our ability to have sufficient cash flow for our operations.

representative of the IPO’s and/or the Follow On Offering may, at any time, release, or authorize us to release, as the case may

be, all or a portion of our common stock subject to the foregoing lock-up provisions without required notice.

If the restrictions under

the lock-up provisions of the lock-up agreements entered into in connection with the IPO and/or the Follow On Offering are waived, shares

of our common stock may become available for sale into the market, subject to applicable law, which could reduce the market price for

our common stock.

Related to Our Business Activities

may not be able to successfully commercialize our Mango ED or Mango GROW products or any other potential future men’s wellness

may not be able to effectively commercialize our Mango ED or Mango GROW products or any other potential future men’s wellness products.

If we are unable to successfully commercialize our Mango ED and Mango GROW products or successfully develop, produce, launch and commercialize

may not be able to successfully commercialize our Pharmaceutical Products or any other potential future men’s wellness products.

may not be able to effectively commercialize our Pharmaceutical Products or any other potential future men’s wellness products.

If we are unable to successfully commercialize our Pharmaceutical Products or successfully develop, produce, launch and commercialize

any other potential future men’s wellness products, our ability to generate product sales will be severely limited, which will

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have substantially greater financial, technological, managerial and research and development resources and experience than we have.

mainly compete with other companies offering men’s wellness products, including Hims & Hers Health, Inc.

and Roman, and with

our Mango ED products, we are also competing against much larger pharmaceutical companies who offer ED branded drugs like Viagra (Pfizer)

and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation) and their generic forms.

With our Mango GROW product, we compete against the much larger pharmaceutical company Merck & Co., which offers the branded hair

loss product Propecia, and Johnson & Johnson, the owner of Rogaine® – a branded form of Minoxidil.

The majority of these

competitors and potential competitors have more experience than we have in the development of health and wellness services and products.

In addition, our planned services and products will compete with service and product offerings from large and well-established companies

that have greater marketing and sales experience and capabilities than we or the parties with which we contract have.

If we are unable

to compete successfully, we may be unable to grow and sustain our revenue.

mainly compete with other companies offering men’s compounded health and wellness products, including Hims & Hers Health, Inc.,

Roman, and Henry Meds, and with our Mango ED products, we are also competing against much larger pharmaceutical companies who offer ED

branded drugs like Viagra (Pfizer) and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation)

and their generic forms.

With our Mango GROW product, we compete against the much larger pharmaceutical company Merck & Co., which

offers the branded hair loss product Propecia, and Johnson & Johnson, the owner of Rogaine® – a branded form of Minoxidil.

With our Mango SLIM product, we compete against the much larger pharmaceutical company Novo Nordisk., which offers the branded glucagon-like

peptide-1 (GLP-1 ) products under the brand name Ozempic® and Wegovy®.

The majority of these competitors and potential

competitors have more experience than we have in the development of health and wellness services and products.

In addition, our planned

services and products will compete with service and product offerings from large and well-established companies that have greater marketing

and sales experience and capabilities than we or the parties with which we contract have.

If we are unable to compete successfully, we

may be unable to grow and sustain our revenue.

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

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to competitive pressures and changes in consumer preferences by reducing prices or increasing promotional activities, among other things.

face, and may continue to face, intellectual property infringement or misappropriation, and other claims that could be costly to defend,

result in significant damage awards or other costs (including indemnification awards), and limit our ability to sell certain products.

are currently party to, and may in the future continue to be party to, litigation based on allegations of infringement or other violations

of intellectual property rights, including patent, copyright, trade secrets, and trademarks.

Adverse results in any of these lawsuits

may include awards of monetary damages, costly royalty or licensing agreements (if licenses are available at all), or orders limiting

our ability to sell our products in the U.S.

or elsewhere, including by preventing us from selling some or all of our Compounded Products.

They may also cause us to change our business practices in ways that could result in a loss of revenues for us and otherwise harm our

Some of our agreements with our partners require us to defend against certain intellectual property infringement claims and

in some cases indemnify them for certain intellectual property infringement claims against them, which could result in increased costs

for defending such claims or significant damages if there was an adverse ruling in any such claims.

Regardless of their merits, intellectual

property claims are often time consuming and expensive to litigate or settle.

To the extent such claims are successful, they could harm

our business, including our product offerings, financial condition, and operating results.

In the event we were prohibited from selling

certain, or all of our Compounded Products, and/or were forced to pay significant damages, we may be forced to curtail our business operations

and seek bankruptcy protection.

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

Annual Report on Form 10-K.

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

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

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

The Board of Directors

and management team are committed to acting in the best interests of the Company, its stockholders and its stakeholders.

deadline or definitive timetable set for completion of the strategic alternatives review process and there can be no assurance that this

process will result in the Company pursuing a transaction or any other strategic outcome.

Transactions which may be undertaken by the

Company, may include, but are not limited to, business combinations, liquidations of assets and/or a sale of the Company or its assets.

The Company does not intend to make any further public comment regarding the review of strategic alternatives until it has been completed

or the Company determines that a disclosure is required by law or otherwise deemed appropriate.

a result of the above, in the future, we or our majority stockholders, may enter into transactions with parties seeking to merge and/or

acquire us and/or our operations.

While we have not entered into any agreements or understandings with any such parties to date, in the

event that we do enter into such a transaction or transactions in the future, our majority stockholder(s) will likely change and new

shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders.

our new majority stockholders may change the composition of our Board of Directors and may replace our current management.

transaction may also result in a change in our business focus.

We have not entered into any agreements relating to any strategic transaction

involving the Company as of the date of this filing and may not enter into such agreements in the future.

Any future strategic transaction

involving the Company or its operations may have a material effect on our operations, cash flows, results of operations, prospects, plan

of operations, the listing of our common stock on Nasdaq, our officers, directors and majority stockholder(s), and the value of our securities.

we fail to successfully provide a good customer experience, including by developing new product offerings, our ability to attract members

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Our current use of proceeds is specifically focused on among other things, the marketing and

selling of our current Mango ED and Mango GROW products and includes capital allocated for future products or services anticipated to

be sold in the future under the ‘Mango’ label and brand.

selling of our current Pharmaceutical Products and includes capital allocated for future products or services anticipated to be sold

in the future under the ‘MangoRx’ label and brand.

have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, which entity is currently

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Business—Material Agreements—Master Services Agreement with Epiq Scripts ”.

and “—First Amendment to MSA,” we have entered into a Master Services Agreement and SOW for Epiq Scripts, a related

party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services.

Epiq Scripts has filed with the Utilization Review Accreditation Commission (“URAC”) to obtain its pharmacy accreditation

and has State Board of Pharmacy (or its equivalent) licenses in the District of Columbia and 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.

It is also in the process of applying for additional state licenses and plans to eventually obtain

licenses in all 50 states by the end of the first quarter of 2024.

As a result of the above, Epiq Scripts can currently only provide

the Services to us in the 47 states described above and the District of Columbia, and we are unable to sell products to any customers

in any states other than those 47 states and the District of Columbia, until Epiq Scripts is able to obtain licenses in other states

and is limited to selling products to customers only in the states in which Epiq Scripts holds licenses.

we have entered into a Master Services Agreement and SOW for Epiq Scripts, a related party, 52% owned and controlled by Jacob D.

our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services.

Epiq Scripts has filed with the URAC to obtain

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

Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,

Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New

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

Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming.

It is also in the process of applying

for additional state licenses and plans to eventually obtain licenses in all 50 states by the end of the first quarter of 2025.

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

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

until Epiq Scripts is able to obtain licenses in other states and is limited to selling products to customers only in the states in which

Epiq Scripts holds licenses.

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

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Business—Material Agreements—Master Services Agreement with Epiq Scripts ”,

and “—First Amendment to MSA,” we have entered into a Master Services Agreement and SOW for Epiq Scripts, a related

party, 51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services.

Pursuant to the Master Services Agreement and a related SOW, Epiq Scripts agreed to provide pharmacy and related services to us, we agreed

to exclusively use Epiq Scripts as the provider of online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution

services relating to products sold exclusively via our website, that may be prescribed as part of a telehealth consultation on our platform,

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

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 Master Services Agreement.

we have entered into a Master Services Agreement and SOW for Epiq Scripts, a related party, 52% owned and controlled by Jacob D.

our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services.

Pursuant to the Master Services Agreement

and a related SOW, Epiq Scripts agreed to provide pharmacy and related services to us, we agreed to exclusively use Epiq Scripts as the

provider of online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution services relating to products

sold exclusively via our website, that may be prescribed as part of a telehealth consultation on our platform, during the term of the

Master Services 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 Master Services Agreement.

to the Master Services Agreement, as amended, Epiq Scripts has certain rights 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”).

services in connection with certain Company products 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 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.

Specifically,

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 Master Services Agreement (including where applicable, any renewal term)(the “Non-Use Fee”).

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 Master Services Agreement) sold by the Company which must be prescribed by a medical

provider, 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 Master Services Agreement

(including where applicable, any renewal term).

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

following the end of each calendar quarter.

Notwithstanding

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or make such future products or expansion more costly or time consuming.

currently exclusively rely, and continue to exclusively rely, on Epiq Scripts, a related party entity with a limited operating history,

for our pharmacy compounding services.

currently exclusively rely, and continue to exclusively rely, on Epiq Scripts, a related party entity, for our pharmacy compounding services.

disclosed herein, we have entered into a Master Services Agreement with Epiq Scripts, a related party, 52% owned and controlled by Jacob

Cohen, our Chairman and Chief Executive Officer, to operate as our sole and exclusive licensed pharmacy to compound our Mango ED and

Mango GROW products to customers, assuming such Mango ED and Mango GROW products are prescribed by physicians pursuant to our agreement

with Doctegrity.

Epiq Scripts was only formed in January 2022, and has only been compounding drugs for patients for a short period of

Cohen, our Chairman and Chief Executive Officer, to operate as our sole and exclusive licensed pharmacy to fulfill and compound our

Compounded Products to customers, assuming our Compounded Products are prescribed by physicians pursuant to our agreements with our Telemedicine

We currently exclusively rely, and continue to exclusively rely, on Epiq Scripts.

We face risks relying on a newly formed pharmacy

with limited operations.

Those risks include risks that Epiq Scripts will not be able to follow applicable regulatory guidelines relating

to, will not be able to timely or cost effectively complete, or may not correctly, fulfill, specialty compound, package, ship, dispense

and/or distribute our Mango ED and Mango GROW products.

We face risks relying on a newly formed

pharmacy with limited operations.

Those risks include risks that Epiq Scripts will not be able to follow applicable regulatory guidelines

relating to, will not be able to timely or cost effectively complete, or may not correctly, fulfill, specialty compound, package, ship,

dispense and/or distribute our Pharmaceutical Products.

If Epiq Scripts is not able to scale its operations to meet the demand of our

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need to find a new partner pharmacy, which may charge us more money for its services or may not have as favorable contract terms, we

may be delayed or prevented from selling our Mango ED and Mango GROW products, and may face fines, penalties or litigation.

of the occurrence of any of the above, the value of our securities may decline in value or become worthless.

may be delayed or prevented from selling our Pharmaceutical Products, and may face fines, penalties or litigation.

In the event of the

occurrence of any of the above, the value of our securities may decline in value or become worthless.

use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.

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believe our future success depends on our ability to maintain and grow the value of the “ Mango ” brand.

Maintaining, promoting

and positioning our brand and reputation will depend on, among other factors, the success of our marketing and merchandising efforts

and our ability to provide a consistent, high-quality customer experience.

Any negative publicity, regardless of its accuracy, could

materially adversely affect our business.

promoting and positioning our brand and reputation will depend on, among other factors, the success of our marketing and merchandising

efforts and our ability to provide a consistent, high-quality customer experience.

Any negative publicity, regardless of its accuracy,

could materially adversely affect our business.

Brand value is based in large part on perceptions of subjective qualities, and any incident

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of our control.

Mango ED and Mango GROW products and any other potential future men’s wellness products may not gain or increase market acceptance

among physicians, patients, healthcare payors or the medical community.

We believe that the degree of market acceptance and our ability

to generate commercial revenues from such products will depend on a number of factors, including:

Pharmaceutical Products and our future men’s wellness products may not gain or increase market acceptance among physicians, patients,

healthcare payors or the medical community.

We believe that the degree of market acceptance and our ability to generate commercial revenues

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

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

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

Mango ED and Mango GROW and/or future products may fail to achieve market acceptance or generate significant revenue to achieve sustainable

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

profitability.

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take advantage of these economies of scale, our operations may suffer, and we may not be profitable.

downturns or a change in consumer preferences, perception and spending habits could limit consumer demand for our products and negatively

affect our future business.

products that we sell and plan to sell in the future (including our Mango ED and Mango GROW products) may be adversely affected from

time to time by economic downturns that impact consumer spending, including discretionary spending.

Future economic conditions such as

employment levels, business conditions, housing starts, market volatility, interest rates, inflation rates, energy and fuel costs and

tax rates, or our actions in response to these conditions, such as price increases, could reduce consumer spending or change consumer

purchasing habits.

downturns or a change in consumer preferences, perception and spending habits has in the past, and could in the future, limit consumer

demand for our products and negatively affect our future business.

products that we sell (including our Pharmaceutical Products) and plan to sell in the future have been in the past, and may in the future

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

economic conditions such as employment levels, business conditions, housing starts, market volatility, interest rates, inflation rates,

energy and fuel costs and tax rates, or our actions in response to these conditions, such as price increases, could reduce consumer spending

or change consumer purchasing habits.

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

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expend resources in connection with such change.

failure of our physician services provider, Doctegrity, to attract and retain physicians in a competitive labor market could limit our

ability to execute our growth strategy, resulting in a slower rate of growth.

success of our wellness business will depend on the ability of Doctegrity and any future contracted telemedicine services provider(s)

to continue to recruit and retain a sufficient number of qualified licensed doctors.

Although we believe such provider(s) will have an

effective recruitment process, there is no assurance that such provider(s) will be able to secure arrangements with sufficient numbers

of licensed doctors or retain the services of such practitioners.

If Doctegrity or any provider(s) we engage in the future, experience

delays or shortages in obtaining access to qualified physicians, we would be unable to operate and may be forced to seek alternative

arrangements which could be more costly or may be forced to suspend our business operations.

we are unable to maintain or enter into future agreements with suppliers or our suppliers fail to supply us with our Mango ED and Mango

GROW products ingredients or any other potential future men’s wellness products, we may experience delays in selling our products.

failure of our Telemedicine Providers to attract and retain physicians in a competitive labor market could limit our ability to execute

our growth strategy, resulting in a slower rate of growth.

success of our wellness business will depend on the ability of our Telemedicine Providers and any future contracted telemedicine services

provider(s) to continue to recruit and retain a sufficient number of qualified licensed doctors.

Although we believe such provider(s)

will have an effective recruitment process, there is no assurance that such provider(s) will be able to secure arrangements with sufficient

numbers of licensed doctors or retain the services of such practitioners.

If our Telemedicine Providers or any provider(s) we engage

in the future, experience delays or shortages in obtaining access to qualified physicians, we would be unable to operate and may be forced

to seek alternative arrangements which could be more costly or may be forced to suspend our business operations.

business could be adversely affected if physicians were classified as employees of the Telemedicine Providers instead of independent

Telemedicine Providers typically engage physicians that perform services through our platform as independent contractors.

The Telemedicine

Providers believe that the physicians are independent contractors because, among other things, they can choose whether, when, and where

to provide services on our platform and are free to provide services on our competitors’ platforms.

Nevertheless, recent legislative

and judicial activity have in some jurisdictions created more restrictive standards or enforcement uncertainty with respect to the classification

of workers within certain industries.

The Telemedicine Providers may not be successful in defending the independent contractor status

of physicians in some or all jurisdictions in which we and/or they operate.

Furthermore, the costs associated with defending, settling,

or resolving pending and future lawsuits (including demands for arbitration) relating to the independent contractor status of physicians

could be material to the Telemedicine Providers.

Foreign, state, and local laws governing the definition or classification of independent

contractors, or changes thereto, or judicial decisions regarding independent contractor classification, could require classification

of physicians as employees (or workers or quasi-employees where those statuses exist) of the Telemedicine Providers.

If the Telemedicine

Providers are required to classify physicians as employees (or as workers or quasi-employees where applicable), it could result in significant

additional expenses, potentially including expenses associated with the application of wage and hour laws (including minimum wage, overtime,

and meal and rest period requirements), employee benefits, social security contributions, taxes, and penalties.

Further, any such reclassification

could add significant complexity to our business model and could force us to have to modify or renegotiate our relationships with the

Telemedicine Providers, which may not be possible on mutually agreeable terms, and could have an adverse effect on our business, financial

condition, and results of operations.

in our global supply chain could negatively impact our business.

compounds found in the products we sell are sourced from a wide variety of vendors, and any future disruption in our supply chain or

inability to find qualified vendors and access compounds that meet requisite quality and safety standards in a timely and efficient manner

could adversely impact our business.

While we have not experienced material supply chain issues to date, the loss or disruption of such

supply arrangements for any reason, including as a result of ongoing conflict arising out of the Russian invasion of Ukraine and the

hostilities and conflict in the Middle East, other acts of war or terrorism, trade sanctions, inflation, tariffs, health epidemics or

pandemics, labor disputes, loss or impairment of key manufacturing sites, inability to procure sufficient raw materials, quality control

issues, ethical sourcing issues, a supplier’s financial distress, natural disasters, looting or other external factors over which

we have no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse impact on our

business, results of operations and financial condition.

Additionally,

any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, or trade sanctions,

between the U.S.

and countries from which we or our vendors source merchandise, directly or indirectly, could require us to take certain

actions, such as raising prices on our offerings or seeking alternative sources of supply from vendors with whom we have less familiarity,

which could adversely affect our reputation, revenue, and our results of operations.

we are unable to maintain or enter into future agreements with suppliers or our suppliers fail to supply us with our Compounded Products

ingredients or any other potential future men’s wellness products, we may experience delays in selling our products.

may not be successful in maintaining or entering into new supply agreements on reasonable terms or at all or that we or our suppliers

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This has not occurred to date.

currently do not have any manufacturing facilities and intend to rely on third parties for the supply of our products (such as Epiq Scripts,

which is a related party), as well as for the supply of materials.

However, we cannot be certain that we or our suppliers will be able

to obtain or maintain the necessary regulatory approvals or registrations for these suppliers in a timely manner or at all.

currently do not have any manufacturing facilities and instead rely on third parties for the supply of our products (currently just Epiq

Scripts, which is a related party), as well as for the supply of materials.

However, we cannot be certain that we or our suppliers will

be able to obtain or maintain the necessary regulatory approvals or registrations for these suppliers in a timely manner or at all.

business is exposed to risks associated with credit card and other online payment chargebacks and fraud.

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and operating results.

of the date of this filing, there have been no such data breaches or other security related issues.

of the date of this filing, we are not aware of the occurrence of any data breaches or other security related issues.

may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our business, results of operations,

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It is possible

that the ingredients we use in our Mango ED and Mango GROW products or any other products we sell (including our Mango ED product, which

is made with Sildenafil as an alternative to Tadalafil), could be found to result in increases in the likelihood of developing cancer

that the ingredients we use in our Compounded Products (including our Mango ED product, which is made with Sildenafil as an alternative

to Tadalafil) or any other products we sell, including PRIME, could be found to result in increases in the likelihood of developing cancer

or other diseases, which could subject us to litigation, penalties or recalls, all of which could have a material adverse effect on our

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requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC and Nasdaq.

all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities

more time-consuming and costly.

We also expect that these applicable rules and regulations may make it more difficult and more expensive

for us to retain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur

substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain

qualified individuals to serve on our Board of Directors or as executive officers.

applicable rules and regulations significantly increase our legal and financial compliance costs and make some activities more time-consuming

These applicable rules and regulations also make it more difficult and more expensive for us to retain director and officer

liability insurance and as a result, we may be required to accept reduced policy limits and coverage or incur substantially higher costs

to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified individuals to serve

on our Board of Directors or as executive officers.

we fail to comply with government laws and regulations it could have a materially adverse effect on our business.

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those with the same route of administration.

If our Mango ED and Mango GROW products, or any future products we may choose to market

in the future are deemed to be “essentially copies” of commercially available FDA approved drugs we would be prohibited from

compounding such drugs and would be unable to sell our Mango ED and Mango GROW drug or future products.

If that were to occur, we would

need to change our business plan which would require substantial additional expenses and would have a material adverse effect on our

cash flows and the value of our securities.

activities for our Mango ED and Mango GROW products are subject to strict governmental regulation which may limit our ability to market

or promote such product.

If our Compounded Products, or any future products we may choose to market in the future

are deemed to be “ essentially copies ” of commercially available FDA approved drugs we would be prohibited from compounding

such drugs and would be unable to sell our Compounded Products or future products.

If that were to occur, we would need to change our

business plan which would require substantial additional expenses and would have a material adverse effect on our cash flows and the

value of our securities.

activities for our Pharmaceutical Products are subject to strict governmental regulation which may limit our ability to market or promote

such product.

business model depends on qualifying for certain statutory exemptions for drugs that are compounded by pharmacies in accordance with

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individual prescriptions establishing that the compounded drug is necessary for each drug prescribed for each of our customers.

law also limits compounded drugs that are “essentially copies” of commercially available FDA approved drugs, including those

with the same route of administration.

These restrictions will limit our ability to market compounded drugs that have the same active

ingredients and route of administration as FDA-approved drugs, unless the compounded version offers a significant difference that the

prescriber determines is necessary for each individual patient.

law also limits compounded drugs that are “ essentially copies ” of commercially available FDA approved drugs, including

those with the same route of administration.

These restrictions will limit our ability to market compounded drugs that have the same

active ingredients and route of administration as FDA-approved drugs, unless the compounded version offers a significant difference that

the prescriber determines is necessary for each individual patient.

FDA also has the authority to impose significant restrictions on approved products through regulations on advertising, promotional and

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that is “ false 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

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.

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clinical trials and which do not include efficacy claims.

If our products (including our Mango ED and Mango GROW products) are marketed

in contradiction with FDA laws and regulations, the FDA may issue warning letters that require specific remedial measures to be taken,

as well as an immediate cessation of the impermissible conduct, resulting in adverse publicity.

The FDA may also require that all future

promotional materials receive prior agency review and approval before use.

Certain states have also adopted regulations and reporting

requirements surrounding the promotion of pharmaceuticals.

Failure by us or any of our collaborators to comply with state requirements

may affect our ability to promote or sell future products in certain states.

This, in turn, could have a material adverse impact on our

financial results and financial condition and could subject us to significant liability, including civil and administrative remedies

as well as criminal sanctions.

restrictions may be more burdensome for compounded products as compared with FDA approved products because the latter have substantial

evidence of safety and effectiveness, which will limit our ability to compete against the sale of comparable FDA-approved products.

If our products are marketed in contradiction with FDA laws and regulations,

the FDA may issue warning letters that require specific remedial measures to be taken, as well as an immediate cessation of the impermissible

conduct, resulting in adverse publicity.

The FDA may also require that all future promotional materials receive prior agency review and

approval before use.

Certain states have also adopted regulations and reporting requirements surrounding the promotion of pharmaceuticals.

Failure by us or any of our collaborators to comply with state requirements may affect our ability to promote or sell future products

in certain states.

This, in turn, could have a material adverse impact on our financial results and financial condition and could subject

us to significant liability, including civil and administrative remedies as well as criminal sanctions.

These restrictions may be more

burdensome for compounded products as compared with FDA approved products because the latter have substantial evidence of safety and effectiveness,

which will limit our ability to compete against the sale of comparable FDA-approved products.

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

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We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection

and information security in many jurisdictions, including privacy acts previously adopted by the states of California, Colorado, Connecticut,

Delaware, Indiana, Iowa, Montana, New Jersey, Oregon, Tennessee, Texas, Utah, and Virginia, certain of which are already effective, and

certain of which become effective during 2023, and from 2024 to 2026.

and information security in many jurisdictions, including privacy acts previously adopted by 20 states as of the date of this Report,

including the states of California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Montana, Minnesota,

Montana, New Hampshire, Nebraska, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia, certain of which are already

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

We cannot yet determine the impact such future laws, regulations

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and governmental investigations and proceedings and may harm our business and results of operations.

Mango ED and Mango GROW products have not been, and will not be, approved by the FDA.

The use of such products may cause serious side

effects which could subject us to material litigation, damages and penalties.

Mango ED and Mango GROW products have not been, and will not be, approved by the FDA.

It is compounded using bulk drug substances and

as such, we believe it is exempt from specific FDA approval, provided that it is compounded in accordance with statutory requirements.

Because compounded drugs are not FDA-approved, the FDA does not verify their safety, effectiveness, or quality before they are marketed.

In addition, poor compounding practices can result in serious drug quality problems, such as contamination or a drug that contains too

much or too little active ingredient, among other possible quality deficiencies.

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

The use of such products may cause serious side effects which

could subject us to material litigation, damages and penalties.

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

It is compounded using bulk drug substances and as such, we

believe it is exempt from specific FDA approval, provided that it is compounded in accordance with statutory requirements.

Because compounded

drugs are not FDA-approved, the FDA does not verify their safety, effectiveness, or quality before they are marketed.

In addition, poor

compounding practices can result in serious drug quality problems, such as contamination or a drug that contains too much or too little

active ingredient, among other possible quality deficiencies.

are not aware of any clinical studies involving the administration of Sildenafil or Tadalafil sublingually at the doses we intend to

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is contemplated by our Mango GROW product.

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.

For example, in October 2012, a pharmacy in Massachusetts shipped compounded drugs that were contaminated with a fungus throughout the

country, and these drugs were injected into patients’ spines and joints.

We are also not aware of any clinical studies involving the administration of Enclomiphene

Citrate, Pregnenolone, and DHEA sublingually at the dose we provide patients, or the compounding of these ingredients to attempt to manage

and balance hormones, as is contemplated by our Mango MOJO product.

We are also not aware of any clinical studies involving the administration

of Semaglutide sublingually at the dose we provide patients, or the compounding of Semaglutide with Vitamin B6 to attempt to assist with

weight management, as is contemplated by our Mango SLIM product.

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.

example, in October 2012, a pharmacy in Massachusetts shipped compounded drugs that were contaminated with a fungus throughout the country,

and these drugs were injected into patients’ spines and joints.

More than 750 people in 20 states developed fungal infections,

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cash flows, and result in us having to cease selling products, curtailing our business plan, or seeking bankruptcy protection.

main ingredients of our Mango ED and Mango GROW products are publicly disclosed and separately our Mango ED products are being specially

compounded for the customer by a pharmacist with a physician’s prescription, and as a result, our Mango ED and Mango GROW products

formula can be replicated by other companies.

Mango ED products are made up of the following 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 (100mg) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine

(50mg), an amino acid that is available as a dietary supplement.

However, the fact that Sildenafil, 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.

Further, our Mango GROW product currently includes the following amounts of the four ingredients

discussed below:

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

However, the fact that

Minoxidil and Finasteride are used in FDA approved drugs, and 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 treat hair growth.

currently offer two dosage levels of our Mango ED products and one dosage level of our Mango GROW product and anticipate a prescribing

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

Additionally, because our Mango ED and Mango GROW

products are being specially compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients

for our Mango ED and Mango GROW products are publicly disclosed, these product formulas can be replicated by other companies.

competitors, including those with greater resources, marketing, and brand recognition, may compete against us in the future using our

exact product ingredients or variations thereof.

We may be unable to distinguish our Mango ED and Mango GROW products from copycat products

and may not be able to differentiate our product from competitors in the marketplace.

As a result, we may fail to obtain a significant

market share, or may lose any market share we may obtain in the future, may be unable to compete with competitors, and may be forced

to abandon or curtail our business plan, which could cause the value of our shares to decline in value or become worthless.

Mango ED and Mango GROW products need to be compounded by licensed pharmacists who are subject to risks regarding applicable exemptions

from the Federal Food, Drug, and Cosmetic Act.

main ingredients of our Compounded Products are publicly disclosed and are being specially compounded for the customer by a pharmacist

with a physician’s prescription, and as a result, our Compounded Products formula can be replicated by other companies.

our Compounded Products are being specially compounded for customers by a pharmacist with a physician’s prescription and because

the ingredients for our Compounded Products are publicly disclosed, these product formulas can be replicated by other companies.

result, competitors, including those with greater resources, marketing, and brand recognition, may compete against us in the future using

our exact product ingredients or variations thereof.

We may be unable to distinguish our Compounded Products from copycat products and

may not be able to differentiate our product from competitors in the marketplace.

As a result, we may fail to obtain a significant market

share, or may lose any market share we may obtain in the future, may be unable to compete with competitors, and may be forced to abandon

or curtail our business plan, which could cause the value of our shares to decline in value or become worthless.

Compounded Products need to be compounded by licensed pharmacists who are subject to risks regarding applicable exemptions from the FFDCA

503A of the FFDCA describes the conditions under which compounded human drug products are exempt from the FFDCA sections on FDA approval

prior to marketing, current good manufacturing practice (“cGMP”) requirements, and labeling with adequate directions for

One of these conditions is that the drugs must be compounded based on the receipt of valid patient-specific prescriptions.

product needs to be compounded by licensed pharmacists, after being prescribed by a licensed physician.

Licensed pharmacists who compound

drug products in accordance with Section 503A of the FFDCA are not required to comply with CGMP requirements and the drugs that they

compound are not required to be approved by the FDA, provided that the compounding complies with applicable requirements.

the FDA is often not aware of potential problems with compounded drug products or compounding practices unless it receives a complaint,

such as a report of a serious adverse event or visible contamination.

As such, the compounding of our products is subject to limited

FDA oversight, which could lead to such products not being compounded safely and could lead to product recalls and litigation which could

have a significant negative impact on our brand name, results of operations and cash flows, and result in us having to cease selling

products, curtailing our business plan, or seeking bankruptcy protection.

Neither we, nor our representatives have had any conversations

with the FDA staff regarding whether our Mango ED or 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 also face risks that the compounding

of our products does not fall within the exemption from the FFDCA provided by Section 503A thereof.

For example, if the FDA determined

that any of our products are essentially a copy of an FDA approved product, we would be severely limited in our ability to compound such

If any of the above were to apply, we may need to change our business plan or compounding activities, which could force us

to curtail our business plan or expend significant additional resources to obtain FFDCA or FDA approval for our products.

prior to marketing, current good manufacturing practice 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.

Our Compounded Products needs to be

compounded by licensed pharmacists, after being prescribed by a licensed physician.

Licensed pharmacists who compound drug products in

accordance with Section 503A of the FFDCA are not required to comply with CGMP requirements and the drugs that they compound are not

required to be approved by the FDA, provided that the compounding complies with applicable requirements.

Therefore, the FDA is often

not aware of potential problems with compounded drug products or compounding practices unless it receives a complaint, such as a report

of a serious adverse event or visible contamination.

As such, the compounding of our products is subject to limited FDA oversight, which

could lead to such products not being compounded safely and could lead to product recalls and litigation which could have a significant

negative impact on our brand name, results of operations and cash flows, and result in us having to cease selling products, curtailing

our business plan, or seeking bankruptcy protection.

Neither 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.

We also face risks that the compounding of our products does not fall

within the exemption from the FFDCA provided by Section 503A thereof.

For example, if the FDA determined that any of our products are

essentially a copy of an FDA approved product, we would be severely limited in our ability to compound such a product.

If any of the

above were to apply, we may need to change our business plan or compounding activities, which could force us to curtail our business

plan or expend significant additional resources to obtain FFDCA or FDA approval for our products.

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, 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, 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 product (our 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.

care services, including arrangements with health care professionals, are heavily regulated at the state level, and the laws and regulations

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of state laws restricting the corporate practice of medicine and fee splitting could adversely affect the permissibility of (a) our relationship

with Doctegrity;

and/or (b) Doctegrity’s relationship with its contracted physicians.

If our relationship with Doctegrity and/or

Doctegrity’s relationship with its contracted physicians needed to be restructured in light of any such adverse changes or interpretations,

that restructuring could negatively affect our ability to connect consumers with medical providers in certain states, and thus those

customers’ ability to ultimately receive our products.

do not have a pharmacy and depend on a related party to compound our Mango product and other potential future men’s wellness products.

with the Telemedicine Providers;

and/or (b) the Telemedicine Providers’ relationships with their contracted physicians.

relationship with the Telemedicine Providers and/or the Telemedicine Providers’ relationships with their contracted physicians

needed to be restructured in light of any such adverse changes or interpretations, that restructuring could negatively affect our ability

to connect consumers with medical providers in certain states, and thus those customers’ ability to ultimately receive our products.

do not have a pharmacy and depend on a related party to compound our Compounded Products and other potential future men’s wellness

rely on a related party pharmacy for the manufacture of our Mango product and will rely on this pharmacy or others for any potential

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entered into an agreement with may not receive licenses in all of the 50 United States to provide national coverage for us to sell our

Mango ED and Mango GROW products and future products ” below.

Pharmaceutical Products and future products ” below.

use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and

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HIPAA specifies that such notifications must be made “ without unreasonable delay and in no case later

than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without

unreasonable delay, and HHS will post the name of the breaching entity on its public web site.

Breaches affecting 500 patients or more

in the same state or jurisdiction must also be reported to the local media.

If a breach involves fewer than 500 people, the covered entity

must record it in a log and notify HHS at least annually.

than 60 calendar days after discovery of the breach.

” If a breach affects 500 patients or more, it must be reported to HHS

without unreasonable delay, and HHS will post the name of the breaching entity on its public web site.

Breaches affecting 500 patients

or more in the same state or jurisdiction must also be reported to the local media.

If a breach involves fewer than 500 people, the covered

entity must record it in a log and notify HHS at least annually.

other federal and state laws protect the confidentiality, privacy, availability, integrity and security of PII, including PHI.

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if our executive officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan.

have engaged and in the future may engage in transactions with related parties and such transactions present possible conflicts of interest

that could have an adverse effect on us.

have engaged, and in the future may engage, in transactions with related parties and such transactions present possible conflicts of

interest that could have an adverse effect on us.

have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational

Included in such transactions is a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party,

51% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, as discussed in greater detail under “Item

Business—Material Agreements—Master Services Agreement with Epiq Scripts” and “—First Amendment to MSA,”

for pharmacy and compounding services.

Such transactions may not have been/may not be, entered into on an arm’s-length basis, and

we may have achieved more or less favorable terms because such transactions were entered into with our related parties.

This could have

a material effect on our business, results of operations and financial condition.

Such conflicts could cause an individual in our management

to seek to advance his or her economic interests or the economic interests of certain related parties above ours.

Included in such transactions is a Master Services Agreement and Statement of Work and Consulting Agreement with Epiq Scripts,

LLC, a related party, 52% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, as discussed in greater detail

under “ Item 1.

Business—Material Agreements ”, for pharmacy and compounding services, which has been assigned

to Mango & Peaches.

Such transactions may not have been/may not be, entered into on an arm’s-length basis, and we may have

achieved more or less favorable terms because such transactions were entered into with our related parties.

This could have a material

effect on our business, results of operations and financial condition.

Such conflicts could cause an individual in our management to

seek to advance his or her economic interests or the economic interests of certain related parties above ours.

Further, the appearance

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are significantly reliant on related party relationships.

have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, 51% owned and controlled

Cohen, our Chairman and Chief Executive Officer, who also serves as a co-Manager of Epiq Scripts, as discussed in greater

detail under “Item 1.

Business—Material Agreements—Master Services Agreement with Epiq Scripts” and “—First

Amendment to MSA,” for pharmacy and compounding services.

In the event that relationship is terminated, our costs may increase,

and we may be unable to effectively obtain the services currently provided by Epiq Scripts, LLC.

Additionally, certain of our consultants

are employed by Epiq Scripts, LLC.

have entered into a Master Services Agreement and Statement of Work and Consulting Agreement with Epiq Scripts, LLC, a related party,

52% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, who also serves as a co-Manager of Epiq Scripts,

as discussed in greater detail under “ Item 1.

Business—Material Agreements ”, for pharmacy and compounding services,

which has been assigned to Mango & Peaches.

In the event that relationship is terminated, our costs may increase, and we may be unable

to effectively obtain the services currently provided by Epiq Scripts, LLC.

Additionally, certain of our consultants are employed by

Epiq Scripts, LLC.

We also anticipate entering into other related party relationships in the future.

While we believe

that all related party agreements have been and will be on arms-length terms, such significant related party relationships may be perceived

negatively by potential shareholders or investors and/or may result in conflicts of interest.

Each of our officers and directors (including

those discussed above) presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other

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

or her fiduciary duties under applicable law.

Additionally, such persons may have conflicts of interest in allocating their time among

various business activities.

While we believe that all related

party agreements have been and will be on arms-length terms, such significant related party relationships may be perceived negatively

by potential shareholders or investors and/or may result in conflicts of interest.

Each of our officers and directors (including those

discussed above) presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities

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

duties under applicable law.

Additionally, such persons may have conflicts of interest in allocating their time among various business

These conflicts may not be resolved in our favor.

Our significant related party relationships and transactions,

the terms of such relationships and transactions, and/or the termination of any such relationships or transactions, may have a material

adverse effect on our results of operations moving forward and/or create conflicts of interest or perceived conflicts of interest which

may have a material adverse effect on the value of our securities.

Our significant related party relationships and transactions, the terms

of such relationships and transactions, and/or the termination of any such relationships or transactions, may have a material adverse

effect on our results of operations moving forward and/or create conflicts of interest or perceived conflicts of interest which may have

a material adverse effect on the value of our securities.

related party pharmacy we have entered into an agreement with may not receive licenses in all of the 50 United States to provide national

coverage for us to sell our Mango ED and Mango GROW products and future products.

have entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party, 51% owned and controlled

coverage for us to sell our Pharmaceutical Products and future products.

have entered into a Master Services Agreement and Statement of Work and Consulting Agreement with Epiq Scripts, LLC, a related party,

52% owned and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer, as discussed in greater detail under “ Item

Business—Material

Agreements—Master Services Agreement with Epiq Scripts,” for pharmacy and compounding services.

Epiq Script’s ability

to provide pharmacy services in each state is subject to, among other things, receipt of regulatory approvals and licenses in the states

in which it operates.

Currently Epiq Scripts holds State Board of Pharmacy (or its equivalent) licenses to operate in the District of

Columbia and 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.

Its failure to receive regulatory

approval or licenses in the other states in which we hope to operate, or loss of such licenses in the future, may prohibit us from selling

our Mango products to customers that reside in those states limiting our ability to grow and compete with other companies that have those

capabilities.

Any of the above may have an adverse effect on our revenues, operations and cash flow and cause the value of our securities

to decline in value or become worthless.

We also face related party conflicts associated with our engagement of Epiq Scripts, LLC as

discussed in greater detail above.

Cohen, our Chairman and Chief Executive Officer, beneficially owns a significant percentage

of our outstanding common stock and as such exercise significant voting control over us, which limits shareholders’ abilities to

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

Cohen, our Chairman and Chief Executive Officer, beneficially owns approximately 38.9%

of the outstanding shares of our common stock.

As a result, he has significant influence on the shareholder vote.

Consequently, he has the ability to influence matters affecting our shareholders and therefore exercise significant control in determining the outcome

of a number of corporate transactions or other matters, including (i) making amendments to our certificate of formation;

(ii) whether to issue

additional shares of common stock and preferred stock, including to himself;

(iii) employment decisions, including compensation arrangements;

Business—Material Agreements—Master Services Agreement, ” for pharmacy and compounding services, which has been

assigned to Mango & Peaches.

Epiq Script’s ability to provide pharmacy services in each state is subject to, among other things,

receipt of regulatory approvals and licenses in the states in which it operates.

Currently Epiq Scripts holds State Board of Pharmacy

(or its equivalent) licenses to operate in the District of Columbia and 49 states:

Alaska, Arizona, Arkansas, California, Colorado, Connecticut,

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

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

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

West Virginia, Wisconsin, and Wyoming.

Its failure to receive regulatory approval or licenses in the other states in which we hope to

operate, or loss of such licenses in the future, may prohibit us from selling our Mango products to customers that reside in those states

limiting our ability to grow and compete with other companies that have those capabilities.

Any of the above may have an adverse effect

on our revenues, operations and cash flow and cause the value of our securities to decline in value or become worthless.

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

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

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

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

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

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

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, 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

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

Cohen, as discussed in greater detail

below under “ Item 11.

Executive Compensation ”—“ Employment and Consulting Agreements ”—

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

Cohen (a) 1,700,000 shares

of the common stock of Mango & Peaches (representing 25.4% of Mango and Peaches’ then outstanding shares of common stock);

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

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

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

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.

Mango & Peaches Series A Shares have the right to vote on all shareholder matters (including, but not limited to at every meeting

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

equal to fifty-one percent (51%) of the total vote, and for so long as Series A Preferred Stock is outstanding, Mango & Peaches shall

not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately

as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of Mango & Peaches so as to adversely

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

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

the rights, privileges, preferences or limitations of the Series A Preferred Stock;

or (iv) amend, alter or repeal any provision of the

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

Additionally, subject to the rights of series

of preferred stock which may from time to time come into existence, so long as any shares of Series A Preferred Stock are outstanding,

Mango & Peaches cannot without first obtaining the approval (by written consent, as provided by law) of the holders of a majority

of the then outstanding shares of Series A Preferred Stock, voting together as a class:

(a) issue any additional shares of Series A Preferred

Stock after the original issuance of shares of Series A Preferred Stock;

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

shares of Series A Preferred Stock;

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

Series A Preferred Stock;

or (e) alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as

to affect adversely the shares of such series, including the rights set forth in the Series A Designation.

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

Cohen will obtain majority

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

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

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

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

of Formation of Mango & Peaches.

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.

a result, Mr.

Cohen will control the Mango & Peaches shareholder vote.

Consequently, he has the ability to influence matters affecting

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

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

(ii) whether to

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

(iii) employment decisions,

including compensation arrangements;

(iv) whether to enter into material transactions with related parties;

(v) election of directors;

and (vi) any merger or significant

corporate transactions, including with himself or other related parties.

Additionally, it will be difficult if not impossible for investors

to remove our current directors (including, but not limited to Mr.

Cohen), which will mean he will remain in control

of who serves as officers of the Company as well as whether any changes are made in the Board of Directors.

As a potential investor in

the Company, you should keep in mind that even if you own shares of our common stock and wish to vote them at annual or special shareholder

meetings, your shares will have little effect on the outcome of corporate decisions.

Cohen will significantly

influence the vote on all shareholder matters, investors may find it difficult to replace our management if they disagree with the way

our business is being operated.

and (vi) any merger or significant corporate transactions, including with himself or other related parties.

Additionally, it will be

difficult if not impossible for investors to remove Mr.

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

control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors.

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

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

The interests of Mr.

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

shareholders.

Cohen acquired his shares of common stock for substantially less than the price of the shares of common stock acquired

in our IPO and our Follow On Offering, and/or the current trading price of our common stock, and may have interests, with respect to

their common stock, that are different from other investors and the concentration of voting power held by Mr.

have an adverse effect on the price of our common stock.

Cohen may not coincide with our interests

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

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

(1) delaying, deferring or

preventing a change of control of our Company;

(2) impeding a merger, consolidation, takeover or other business combination involving

or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.

preventing a change of control of our Company or Mango & Peaches;

(2) impeding a merger, consolidation, takeover or other business

combination involving our Company or Mango & Peaches;

or (3) discouraging a potential acquirer from making a tender offer or otherwise

attempting to obtain control of our Company or Mango & Peaches.

competition from our existing executive officers, after they leave their employment with us, and subject to the non-compete terms of

1 unchanged sentence

our Chief Executive Officer, Jacob D.

Cohen, and our Chief Operating Officer, Amanda Hammer, are prohibited

from competing with us while they are employed with us and for 12 months thereafter (subject to the terms of, and exceptions set forth

in, their employment agreements with the Company), none of such individuals will be prohibited from competing with us after such 12-month

Additionally, the Federal Trade Commission recently proposed a new rule that, if it becomes effective, would ban employers

from imposing non-competes on their workers, which if effective could prohibit the Company from enforcing, or invalidate, the non-competes

in our executive’s and in certain other employee’s, employment agreements.

Finally, various states have recently enacted

rules banning non-competes, including California.

Accordingly, any of these individuals could be in a position to use industry experience

gained while working with us to compete with us.

Such competition could distract or confuse customers, reduce the value of our intellectual

property and trade secrets, or reduce our future revenues, earnings or growth prospects.

Cohen and our Chief Operating Officer, Amanda Hammer, are prohibited from competing with us while

they are employed with us and for 12 months thereafter (subject to the terms of, and exceptions set forth in, their employment agreements

with the Company), none of such individuals will be prohibited from competing with us after such 12-month period ends.

Additionally,

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

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

and in certain other employee’s, employment agreements.

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

including California.

Accordingly, any of these individuals could be in a position to use industry experience gained while working with

us to compete with us.

Such competition could distract or confuse customers, reduce the value of our intellectual property and trade

secrets, or reduce our future revenues, earnings or growth prospects.

Related to Intellectual Property

32 unchanged sentences

with third-party health care providers and Epiq Scripts, LLC, a related party pharmacy.

We have entered into an agreement with Doctegrity,

pursuant to which Doctegrity provides clinical services directly to our customers via telehealth.

Through these arrangements, the professionals

or professional entities are responsible for the practice of medicine and control of the clinical decision-making.

We have entered into agreements with our Telemedicine

Providers, pursuant to which our Telemedicine Providers provide clinical services directly to our customers via telehealth.

Through these

arrangements, the professionals or professional entities are responsible for the practice of medicine and control of the clinical decision-making.

ability to conduct business operations in each state is dependent upon the state’s treatment of medicine under such state’s

41 unchanged sentences

have established preferred stock which can be designated by our Board of Directors without shareholder approval.

have 10,000,000 shares of preferred stock authorized.

The shares of our preferred stock may be issued from time to time in one or more

series, each of which shall have a distinctive designation or title as shall be determined by our Board of Directors prior to the issuance

of any shares thereof.

The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences

and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted

by the Board of Directors.

Because the Board of Directors is able to designate the powers and preferences of the preferred stock without

the vote of a majority of our shareholders, our shareholders will have no control over what designations and preferences our preferred

stock will have.

The issuance of shares of preferred stock or the rights associated therewith, could cause substantial dilution to our

existing shareholders.

Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact

that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred shareholders with

substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even if that change in

control might benefit our shareholders.

As a result, the issuance of shares of preferred stock may cause the value of our securities

have 10,000,000 shares of preferred stock authorized, of which 6,000 shares have been designated as Series B Convertible Preferred Stock,

discussed in greater detail under “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations—Liquidity and Capital Resources—Funding Arrangements ” and 6,250,000 shares have been designated as Series

C Preferred Stock, discussed in greater detail under “ Item 1.

Business—Material Agreements—Patent Purchase Agreements—Intramont

Technologies ”, which are also discussed in greater detail below under “ Risks Related to our Preferred Stock ”.

Additional shares of our preferred stock may be issued from time to time in one or more series, each of which shall have a distinctive

designation or title as shall be determined by our Board of Directors prior to the issuance of any shares thereof.

The preferred stock

shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other

special rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors.

Because the Board of

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

our shareholders will have no control over what designations and preferences our preferred stock will have.

The currently outstanding

preferred stock or issuance of additional shares of preferred stock or the rights associated therewith, could cause substantial dilution

to our existing shareholders.

Additionally, the dilutive effect of any preferred stock which we have or may issue may be exacerbated

given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred

shareholders with substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even

if that change in control might benefit our shareholders.

As a result, the issuance of shares of preferred stock may cause the value

of our securities to decrease.

Anti-takeover

14 unchanged sentences

you could receive a premium for your common stock in an acquisition.

Related to Our Common Stock

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

continue to trade on Nasdaq.

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.

Related to Our Preferred Stock

Series B Convertible Preferred Stock and 6% Series C Convertible Cumulative Preferred Stock include a liquidation preference.

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

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

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

Our Series C Preferred

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

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

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

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

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

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

The payment of the liquidation

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

voluntarily or involuntarily.

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

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

Because our Board

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

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

if any, will have.

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

will cause immediate and substantial dilution to existing shareholders.

holder of Series B Preferred Stock may, at its option, convert its shares of Series B Preferred Stock into that number of shares of common

stock equal to the Stated Value of such share of Series B Preferred Stock (initially $1,100 per share), divided by $1.50.

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 $150.00 per share (i.e.,

initially a 2-for-1 conversion ratio), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded

up to the nearest whole share.

issuance of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock will result in immediate and substantial

dilution to the interests of other stockholders since the holders of the Series B Preferred Stock and Series C Preferred Stock may ultimately

receive and sell the full amount of shares issuable in connection with the conversion of such Series B Preferred Stock and Series C Preferred

Although the Series B Preferred Stock, and Series C Preferred Stock may not be converted by the holders thereof if such conversion

would cause such holder to own more than 4.99% (4.999% in the case of the Series C Preferred Stock) of our outstanding common stock (which

may be increased to 9.999% with at least 61 days prior written notice on a per shareholder basis for holders of our Series C Preferred

Stock), these restrictions do not prevent such holders from converting some of their holdings, selling those shares, and then converting

the rest of their holdings, while still staying below the 4.99%/9.999% limit.

In this way, the holders of the Series B Preferred Stock

and Series C Preferred Stock could sell more than these limits while never actually holding more shares than the limits allow.

holders of the Series B Preferred Stock or Series C Preferred Stock choose to do this, it will cause substantial dilution to the then

holders of our common stock.

availability of shares of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock for public resale,

as well as any actual resales of these shares, could adversely affect the trading price of our common stock.

We cannot predict the size

of future issuances of our common stock upon the conversion of our Series B Preferred Stock and Series C Preferred Stock and/or upon

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

of our common stock.

Sales or distributions of substantial amounts of our common stock upon the conversion of our Series B Preferred

Stock and Series C Preferred Stock and upon exercise of warrants, or the perception that such sales could occur, may cause the market

price of our common stock to decline.

addition, the common stock issuable upon the conversion of our Series B Preferred Stock and Series C Preferred Stock and upon exercise

of warrants may represent overhang that may also adversely affect the market price of our common stock.

Overhang occurs when there is

a greater supply of a company’s stock in the market than there is demand for that stock.

When this happens the price of our stock

will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price.

If the share volume of our common stock cannot absorb shares sold by holders of the Series B Preferred Stock and Series C Preferred Stock

and warrants, then the value of our common stock will likely decrease.

have filed a registration statement to permit the public resale of certain of the shares of common stock that may be issued upon the

conversion of the Series B Preferred Stock and Series C Preferred Stock and the exercise of certain of our warrants.

The influx of those

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

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

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

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

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

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

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

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

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

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

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

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

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) 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.

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.

the event dividends are paid in common stock of the Company, the number of shares payable will be calculated by dividing the accrued

dividend by the closing sales price of the Company’s common stock.

If the Company is prohibited from paying, or chooses not to

pay the dividend in cash or common stock, the Company may pay the dividend by increasing the Stated Value of the preferred stock.

may choose not to pay such dividends in cash, may not have sufficient available cash to pay the dividends as they accrue or may be prohibited

contractually, or pursuant to applicable law, from paying such dividends in cash.

The payment of the dividends could reduce our available

cash on hand, have a material adverse effect on our results of operations and cause the value of our stock to decline in value.

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.

reverse stock split may not increase our stock price and have the desired effect of maintaining compliance with the rules of the Nasdaq.

Company received stockholder approval at a special meeting of stockholders held on March 25, 2024, of an amendment to the Company’s

Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the Company’s issued and outstanding

shares of common stock, 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 prior

to March 25, 2025.

Board expects that a reverse stock split of our common stock will increase the market price of our common stock so that we are able to

regain and maintain compliance with the Nasdaq minimum bid price listing standard.

However, the effect of the reverse stock split upon

the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies

in like circumstances is varied.

The price per share of our common stock after the reverse stock split may not reflect the exchange ratio

implemented by the Board of Directors and the price per share following the effective time of the reverse stock split may not be maintained

for any period of time following the reverse stock split.

Accordingly, the total market capitalization of our common stock following

a reverse stock split may be lower than before the reverse stock split.

applicable Nasdaq rules, to regain compliance with the $1.00 minimum closing bid price requirement and maintain our listing on the Nasdaq

Capital Market, the $1.00 closing bid price must be maintained for a minimum of ten (10) consecutive business days.

Accordingly, we cannot

assure you that we will be able to maintain our Nasdaq listing after a reverse stock split is effected or that the market price per share

after a reverse stock split will exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time.

is possible that the per share price of our common stock after a reverse stock split will not rise in proportion to the reduction in

the number of shares of our common stock outstanding resulting from the reverse stock split, and the market price per post-reverse stock

split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time, and the reverse stock split

may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks.

Even if we effect

the reverse stock split, the market price of our common stock may decrease due to factors unrelated to the stock split.

the market price of our common stock may also be based on other factors which may be unrelated to the number of shares outstanding, including

our future performance.

If the reverse stock split is consummated and the trading price of the common stock declines, the percentage

decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence

of the reverse stock split.

Even if the market price per post-reverse stock split share of our common stock remains in excess of $1.00

per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to

the minimum stockholders’ equity, the minimum number of shares that must be in the public float, the minimum market value of the

public float and the minimum number of round lot holders.

reverse stock split may decrease the liquidity of our common stock.

liquidity of our common stock may be harmed by a reverse stock split given the reduced number of shares of common stock that would be

outstanding after a reverse stock split, particularly if the stock price does not increase as a result of the reverse stock split.

addition, investors might consider the increased proportion of unissued authorized shares of common stock to issued shares to have an

anti-takeover effect under certain circumstances, because the proportion allows for dilutive issuances which could prevent certain stockholders

from changing the composition of the Board of Directors or render tender offers for a combination with another entity more difficult

to successfully complete.

The Board of Directors does not intend for a reverse stock split to have any anti-takeover effects.

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

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

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

of our common stock.

Related to Our Common Stock

may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares

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existing management.

recent initial public offerings of companies with public floats comparable to the anticipated public float of the Company have experienced

extreme volatility that was seemingly unrelated to the underlying performance of the respective company.

We have in the past, and may

in the future experience similar volatility, which may make it difficult for prospective investors to assess the value of our common

addition to the risks addressed below under the heading “— Our common stock prices have been, and may continue to be,

volatile and could decline substantially following the date of this Report ,” our common stock may be subject to extreme volatility

that is seemingly unrelated to the underlying performance of our business.

For example, since our common stock began trading on the Nasdaq

Capital Market in connection with our IPO on March 20, 2023, the trading price of our common stock has traded as high as $4.37 and as

low as $0.256 per share.

The trading price of our common stock is expected to continue to be volatile, and our common stock may be subject

to rapid and substantial price volatility.

Such volatility, including any stock-run up, may be unrelated to our actual or expected operating

performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of

our common stock.

There have been recent instances of extreme stock price run-ups followed by rapid price declines following public offerings,

particularly among companies with relatively smaller public floats, and we expect that such instances may continue and/or increase in

Contributing to this risk of volatility are a number of factors.

First, our common stock is likely to be more sporadically

and thinly traded than that of larger, more established companies.

As a consequence of this lack of liquidity, the trading of relatively

small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction, which

may cause our stock price to deviate, potentially significantly, from a price that better reflects the underlying performance of our

The price of our shares could, for example, decline precipitously in the event that a large number of our shares are sold in

the market without commensurate demand (including as our IPO lockups expire – 12 months after the IPO (unless earlier waived in

the discretion of the underwriter of the IPO)) as compared to a seasoned issuer that could better absorb those sales without an adverse

impact on its stock price.

Second, we are a speculative investment due to our limited operating history, not being profitable, and not

expecting to be profitable in the near term.

As a consequence of this enhanced risk, more risk-adverse investors may, under the fear

of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on

the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has

a relatively large public float.

of these factors are beyond our control and may decrease the market price of our securities.

Such volatility, including any stock run-ups,

may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects, making it

difficult for prospective investors to assess the rapidly changing value of our shares.

the stock market in general, and the market for men’s wellness product companies in particular, have experienced extreme price

and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

and industry factors, as well as general economic, political and market conditions such as recessions, or changes in inflation or interest

rates, may seriously affect the market price of our securities, regardless of our actual operating performance.

As a result of this volatility,

investors may experience losses on their investment in our common stock.

A decline in the market price of our common stock also could

adversely affect our ability to issue additional shares of common stock or other securities and our ability to obtain additional financing

in the future.

No assurance can be given that an active market in our common shares will develop or be sustained.

If an active market

does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares

common stock prices have been, and may continue to be, volatile and could decline substantially following the date of this Report.

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of legislation or other regulatory developments that adversely affect us or our industry.

our stock price fluctuates after the offering, you could lose a significant part of your investment.

our stock price fluctuates you could lose a significant part of your investment.

market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described

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

securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding

our common stock, then our stock price and trading volume could decline.

trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us,

our industry and our market.

If no analyst elects to cover us and publish research or reports about us, the market for our common stock

could be severely limited and our stock price could be adversely affected.

As a small-cap company, we are more likely than our larger

competitors to lack coverage from securities analysts.

In addition, even if we receive analyst coverage, if one or more analysts ceases

coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause

our stock price or trading volume to decline.

If one or more analysts who elect to cover us issue negative reports or adversely change

their recommendations regarding our common stock, our stock price could decline.

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

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

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), to comply with certain audit committee requirements, and to maintain a stock price

over $1.00 per share.

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

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

bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

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

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

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

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

Nasdaq’s rules.

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

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

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

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

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

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

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

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

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

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

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

In the event our common stock is delisted

from Nasdaq in the future, 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.

securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our

stock price and trading volume may decline.

trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us,

our business, our markets and our competitors.

We do not control these analysts.

If securities analysts do not cover our common stock,

the lack of research coverage may adversely affect the market price of our common stock.

Furthermore, if one or more of the analysts

who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price

would likely decline.

If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose

visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline

and may also impair our ability to expand our business with existing customers and attract new customers.

of our outstanding warrants include anti-dilution and reset rights.

currently have outstanding warrants to purchase 2,062,333 shares of common stock with a weighted average exercise price of $2.84 per

The exercise price of a total of 1,650,000 of those warrants, with an exercise price of $1.50 per share have anti-dilutive rights,

such that if the Company or any subsidiary at any time while the warrants are outstanding, shall sell, enter into an agreement to sell

or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale,

grant or any option to purchase or other disposition) any common stock or common stock equivalents, at an effective price per share less

than the exercise price of the warrants then in effect (such lower price, the “ Base Share Price ” and such issuances

collectively, a “ Dilutive Issuance ”) then simultaneously with the consummation (or, if earlier, the announcement)

of each Dilutive Issuance the exercise price shall be reduced and only reduced to equal the Base Share Price.

No adjustment however is

to be made for certain customary exempt issuances.

warrants also include customary buy-in rights in the event the Company fails to timely deliver the shares of common stock issuable upon

exercise thereof.

Anti-dilutive

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

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

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

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

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

Management’s Discussion and Analysis of

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

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

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

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

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

The availability of these

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

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

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

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

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

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

price of our common stock.

Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand

for that stock.

When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell

in the market will only further decrease the share price.

If the share volume of our common stock cannot absorb shares sold by the Purchaser,

then the value of our common stock will likely decrease.

have filed a registration statement to permit the public resale of the shares of common stock issuable pursuant to the terms of the ELOC.

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

shares of common stock to be sold pursuant to the terms of the ELOC are to be sold based on a discount to fluctuating market prices and

as a result, we are unable to accurately forecast or predict with certainty the total amount of shares of Company common stock that may

be issued to the Purchaser under the ELOC;

however, we expect such sales, if any to cause significant dilution to existing shareholders.

sales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of our

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Board of Directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capital

through the creation and issuance of preferred stock, other debt securities convertible into common stock, options, warrants and other

rights, on terms and for consideration as our Board of Directors in its sole discretion may determine.

Additionally, pursuant to the

Resale Prospectus, we registered the resale of an aggregate of 4,765,000 shares of common stock, which shares of common stock are available

for immediate resale in the public market (which number includes 2,000,000 shares of common stock issuable upon the exercise of warrants,

of which 975,500 shares of common stock remain issuable thereunder as of the date of this Report).

An additional (a) 87,500 shares of

common stock are issuable upon exercise of outstanding warrants to purchase shares at $5.00 per share, which were issued in connection

with the IPO;

and (b) 322,000 shares of common stock are issuable upon exercise of outstanding warrants to purchase shares at $0.375

per share, which were issued in connection with the Follow On Offering.

Sales of substantial amounts of our common stock or of preferred

stock could cause the market price of our common stock to decrease significantly.

We cannot predict the effect, if any, of future sales

of our common stock, or the availability of our common stock for future sales, on the value of our common stock.

through the creation and issuance of additional preferred stock, other debt securities convertible into common stock, options, warrants

and other rights, on terms and for consideration as our Board of Directors in its sole discretion may determine.

Sales of substantial

amounts of our common stock by large shareholders, or the perception that such sales could occur, may adversely affect the market price

amounts of our common stock or of preferred stock could cause the market price of our common stock to decrease significantly.

predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value

of our common stock.

have no intention of declaring dividends in the foreseeable future.

Sales of substantial amounts of our common stock by large shareholders, or the perception that such sales could

occur, may adversely affect the market price of our common stock.

have no intention of declaring dividends on our common stock in the foreseeable future.

decision to pay cash dividends on our common stock rests with our Board of Directors and will depend on our earnings, unencumbered cash,

capital requirements and financial condition.

We do not anticipate declaring any dividends in the foreseeable future, as we intend to

use any excess cash to fund our operations.

Investors in our common stock should not expect to receive dividend income on their investment,

and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

We do not anticipate declaring any dividends on our common stock in the foreseeable future,

as we intend to use any excess cash to fund our operations.

Investors in our common stock should not expect to receive dividend income

on their investment, and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

issuance and sale of common stock upon exercise of outstanding warrants may cause substantial dilution to existing shareholders and may

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of the date of this Report, we had a total of 2,062,333 warrants outstanding with a weighted average exercise price of $2.84 per share

and term ranging from August 16, 2027 through January 19, 2029.

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

If the holders of the warrants choose to exercise the warrants, it may

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

total of 409,500 of the warrants discussed above (which have an exercise price of $5.00 per share (87,500) and $0.375 (322,000)) currently

allow for cashless exercise rights.

In a ‘cashless exercise’, the holder reduces the number of shares of common stock issuable

upon exercise of the warrants in amount equal to the aggregate value of the exercise price of the exercised warrants.

For example, if

our common stock was trading at $2.00 per share and a holder desires to exercise warrants to purchase 100 shares of common stock with

an exercise price of $1.00 per share on a cashless basis, the number of shares of common stock issuable to the holder upon such exercise

would be reduced by 50 shares, equal in value to $100 ($2.00 per share x 50 shares), and the holder would receive 50 shares of common

stock upon such exercise.

We do not receive any cash upon a cashless exercise and as such, while a cashless exercise reduces the dilution

which would otherwise exist upon a warrant exercise, it is also not as beneficial to us, as it does not bring in any new investment proceeds.

Additionally, holders of warrants with cashless exercise provisions may be more likely to exercise their warrants as they do not have

to come out of pocket with any cash exercise payments.

industry and the broader U.S.

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energy supply caused by multiple geopolitical events, including the ongoing conflict between Russia and Ukraine.

Recent supply chain

constraints and inflationary pressures may in the future adversely impact our operating costs, and as a result, our business, financial

condition, results of operations and cash flows could be materially and adversely affected.

It is also currently

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

Supply chain constraints and inflationary pressures have in the past, and may in the future, adversely impact our operating costs, and

as a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

and the health and wellness industry in general may be adversely affected during periods of high inflation, primarily because of higher

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fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the

availability and timing of government stimulus programs, levels of unemployment, increased inflation, tax rates, and the war between

Ukraine and Russia which began in February 2022, and has continued through the date of this Report, as well as the current ongoing war

between Hamas and Israel, which began in October 2023, and has continued through the date of this Report.

These conditions remain unpredictable

and create uncertainties about our ability to raise capital in the future.

In the event required capital becomes unavailable in the future,

or more costly, it could have a material adverse effect on our business, future results of operations, and financial condition.

business may be materially and adversely disrupted by epidemics or pandemics in the future, including COVID-19.

availability and timing of government stimulus programs, levels of unemployment, changes in inflation and key rates, tax rates, and the

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

ongoing war between Hamas and Israel, which began in October 2023, and has continued through the date of this Report.

These conditions

remain unpredictable and create uncertainties about our ability to raise capital in the future.

In the event required capital becomes

unavailable in the future, or more costly, it could have a material adverse effect on our business, future results of operations, and

financial condition.

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

epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could

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with any associated economic and/or social instability or distress, have a material adverse impact on our financial statements.

March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment

and mitigation measures.

On March 13, 2020, the United States declared a national emergency concerning the outbreak, and several states

and municipalities have declared public health emergencies.

Congress formally ended the COVID-19 national emergency on April

Although COVID-19 has to date not had a material impact on our operations, should the COVID-19 public health effort re-intensify

to such an extent that we cannot operate, if there are new government restrictions on our business and our customers, and/or an extended

economic recession or significant inflation, we could be unable to produce significant revenues and cash flows sufficient to conduct

our business.

Such a circumstance could, among other things, exhaust our available liquidity (and ability to access liquidity sources)

and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt obligations, which we may be unable to

business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism.

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fluctuation in consumer demand may have a material adverse effect on the Company’s business, results of operations, and financial

February 2022, an armed conflict escalated between Russia and Ukraine.

The sanctions announced by the United States and other countries

against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services,

or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military,

business, and financial organizations in Russia and Belarus.

The United States and other countries could impose wider sanctions and take

other actions should the conflict further escalate.

Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces

began an armed conflict in Israel, the Gaza Strip, and surrounding areas.

This conflict currently threatens to spread to other Middle

Eastern countries, and may ultimately result in the United States and other countries becoming involved in the conflict.

Company does not, and does not plan to, do business in Russia, Belarus, Ukraine, Israel, or the Middle East, it is not possible to predict

the broader consequences of these ongoing conflicts, which could include further sanctions, embargoes, regional instability, and geopolitical

It is also not possible to predict with certainty these ongoing conflicts and additional adverse effects on existing U.S.

macroeconomic

conditions, consumer spending habits, currency exchange rates, and financial markets, all of which could impact the business, financial

condition, and results of operations of the Company.

economic conditions could materially adversely affect our business, results of operations, financial condition and growth.

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labor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operating

federal and state labor laws, including new laws and regulations enacted in response to COVID-19, govern our relationships with our employees

and affect operating costs.

These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment

tax rates, workers’ compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenship

requirements and other wage and benefit requirements for employees classified as non-exempt.

As certain of our employees are paid at

rates set at, or above but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs.

Significant additional government regulations could materially adversely affect our business, financial condition and operating results.

federal and state labor laws govern our relationships with our employees and affect operating costs.

These laws include employee classifications

as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave,

workplace health and safety standards, payroll taxes, citizenship requirements and other wage and benefit requirements for employees

classified as non-exempt.

As certain of our employees are paid at rates set at, or above but related to, the applicable minimum wage,

further increases in the minimum wage could increase our labor costs.

Significant additional government regulations could materially

adversely affect our business, financial condition and operating results.

to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

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condition and results of operations.

and economic conditions may negatively impact our business, financial condition and share price.

over medical epidemics, energy costs, geopolitical issues, the U.S.

mortgage market and a deteriorating real estate market, unstable

global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished

liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global

economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years.

Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued

unstable or unpredictable economic and market conditions.

If these conditions continue to deteriorate or do not improve, it may make

any necessary debt or equity financing more difficult to complete, more costly, and more dilutive.

Failure to secure any necessary financing

in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share

price and could require us to delay or abandon development or commercialization plans.

sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could

cause our share price to fall.

In addition, the perception that sales of our common stock could occur, could cause our stock price to

expect that significant additional capital will be needed to continue our planned operations, including increased marketing, hiring new

personnel, commercializing our products, and continuing activities as an operating public company.

To the extent we raise additional

capital by issuing equity securities, our stockholders may experience substantial dilution.

We may sell common stock, convertible securities

or other equity securities in one or more transactions at prices and in a manner we determine from time to time.

If we sell common stock,

convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales.

Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing

stockholders.

Furthermore, sales of a substantial number of our shares of common stock in the public markets or the perception that such

sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional

equity securities.

number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our

common stock.

cannot predict whether future issuances or sales of our common stock or the availability of shares for resale in the open market will

decrease the per share trading price of our common stock.

The issuance of a substantial number of shares of our common stock in the public

market or the perception that such issuances might occur could adversely affect the per share trading price of our common stock.

are an “ emerging growth company ” and will be able to avail ourselves of reduced disclosure requirements applicable

to emerging growth companies, which could make our common stock less attractive to investors.

are an “ emerging growth company, ” as defined in the JOBS Act and we intend to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not “ emerging growth companies ”

including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

In addition, pursuant to Section 107 of the JOBS Act, as an “ emerging growth company ” we intend to take

advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting

In other words, an “ emerging growth company ” can delay the adoption of certain accounting standards until

those standards would otherwise apply to private companies.

We cannot predict if investors will find our common stock less attractive

because we may rely on these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active

trading market for our common stock and our stock price may be more volatile.

We may take advantage of these reporting exemptions until

we are no longer an “ emerging growth company.

” We will remain an “ emerging growth company ” until

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

last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering (i.e., December

(iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years;

the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

reporting obligations of being a public company in the U.S.

are expensive and time-consuming, and our management will be required to

devote substantial time to compliance matters.

a publicly-traded company we incur significant additional legal, accounting and other expenses.

The obligations of being a public company

require significant expenditures and place significant demands on our management and other personnel, including costs resulting

from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices,

including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements

of The Nasdaq Capital Market.

These rules require the establishment and maintenance of effective disclosure and financial controls and

procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that

are often difficult to implement, monitor and maintain compliance with.

Moreover, despite recent reforms made possible by the JOBS Act,

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

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

” Our management and other

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

new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential

all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

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

What changed 10-K

Item 1A. Risk Factors