What changed in this filing

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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-04-01 · 974 added, 754 removed, 1270 unchanged (58% of the section changed)

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Annual Report on Internal Control over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our registered public accounting firm due to a transition period established by SEC rules for newly public companies.

management of the Company is responsible for the preparation of the consolidated financial statements and related financial information

appearing in this Annual Report on Form 10-K.

The consolidated financial statements and notes have been prepared in conformity with accounting

principles generally accepted in the United States of America.

The management of the Company is also responsible for establishing and

maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with

authorizations of management and directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

the participation of the Chief Executive Officer (the principal executive officer) and the Company’s Chief Financial Officer (the

principal financial/accounting officer), our management evaluated the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2024, the end of the period covered by this Report, based upon the framework in Internal Control –Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

Based on that evaluation, our management

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

set-up/assessment.

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

to the general ledger.

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

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

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

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Other Information.

The information and disclosures which are set forth above under “Part II, Item 5.

Market For Registrant’s Common Equity,

Related Shareholder Matters and Issuer Purchases of Equity Securities, Recent sales of Unregistered Securities”, are

incorporated by reference into this “Item 9B.

Other Information”, in their entirety, and shall serve as disclosure of

such information pursuant to Item 3.02 of Form 8-K.

Additionally,

because this Annual Report on Form 10-K is being filed within four business days from the date of the reportable events discussed below,

we have elected to make the following disclosures in this Annual Report on Form 10-K instead of in a Current Report on Form 8-K under

Items 3.03, 5.02 and 5.03 , as applicable:

3.03 Material Modification to Rights of Security Holders.

information contained in Item 5.03 relating to the Series B Designation (as discussed in Item 5.03 ), below, is incorporated

in this Item 3.03 by reference.

5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of

Certain Officers.

of Jonathan Arango

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

Arango’s resignation was not the result of any disagreement with the Company on any matter relating to its operation, policies

(including accounting or financial policies) or practices.

5.03 Amendments to Designation of Incorporation or Bylaws;

Change in Fiscal Year.

March 28, 2024, the Company submitted for filing to the Secretary of State of Texas, a Certificate of Designations, Preferences and Rights

of Series B Convertible Preferred Stock of Mangoceuticals, Inc.

(the “Series B Designation”), which has not been officially

filed yet with the Secretary of State of Texas, but is expected to be filed effective on March 28, 2024, when the Secretary of State

catches up to the filing in its queue, expected to be in the next two weeks.

Series B Convertible Preferred Stock (“ Series B Preferred Stock ”) have been issued to date and no shares will be issued

until the Series B Designation is filed with the Secretary of State of Texas.

Series B Designation provides for the Series B Convertible Preferred Stock to have the following terms:

B Convertible Preferred Stock

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

From and after the issuance date of the Series B Preferred Stock, each share of Series B 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 10% per annum on the stated value (initially $1,100 per share)(the “Stated Value”)

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 Common Shares 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.

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

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

year (unless any such day is not a business day, in which event such dividends are payable on the next succeeding business day, without

accrual of interest thereon to the actual payment date), commencing on June 30, 2024.

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

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

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

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

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

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

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

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

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

A Fundamental Transaction or

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

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

B Conversion ”) into that number of shares of common stock equal to the Stated Value of such share of Series B Preferred Stock,

divided by the lesser of (x) $0.40, or (y) 90% of the average of the three lowest volume weighted average prices (“ VWAPs ”)

during the ten trading days preceding and ending on and including the conversion date subject to adjustment as provided in the designation

(the “ Set Price ” or the “ Conversion Price ”).

Further, in no event shall the Conversion Price be

less than $0.035, subject to adjustment in the designation or the mutual agreement of the holder and the Company (the “ Floor

the event the Company doesn’t comply with the terms of the designation and timely issue shares of common stock upon conversion

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

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

to $200 per trading day on the tenth trading day after such damages begin to accrue) for each trading day after the date due that the

shares are delivered.

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

conversion shares.

agreed to reserve not less than 50 million shares to allow for conversion of the Series B Preferred Stock.

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

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

The Series B Designation also includes a general restriction prohibiting the issuance of more than 19.99% of the Company’s

outstanding shares under certain agreements whereby the Series B Preferred Stock is expected to be issued, without the Company’s

stockholders approving such issuance(s) under Nasdaq Rule 5635(b).

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

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

outstanding, and certain strategic acquisitions, subject to the Floor Price.

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

The Series B Preferred Stock has no redemption rights.

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

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

Amend any provision of the Series B Designation;

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

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

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

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

of shares into shares of Series B Preferred Stock;

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

of such series.

Additionally,

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

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

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

into any variable rate transaction.

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

described below:

if at any time the Common Stock is no longer DWAC eligible;

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

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

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

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

be delivered;

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

upon a conversion completed under the Series B Designation;

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

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

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

of such failure or breach shall have been delivered;

the Company shall redeem junior securities or pari passu securities;

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

the Company shall enter bankruptcy;

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

respective property or other assets for more than $500,000 (provided that amounts covered by the Company’s insurance policies

are not counted toward this $500,000 threshold), and such judgment, writ or similar final process shall remain unvacated, unbonded

or unstayed for a period of thirty (30) trading days;

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

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

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

an Event of Default, (a) the dividend rate for any dividends to be issued automatically increases to 18% per annum beginning on the date

of the Event of Default;

(b) the Stated Value increases automatically by an amount equal to 17.5% of the Stated Value as of the date

of the Event of Default;

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

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

Company’s common stock during the twenty (20) trading days preceding the relevant conversion, subject to the Floor Price.

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

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

or indirectly:

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

and adversely affects any rights of any holder;

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

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

(ii) the repurchase common shares or common share equivalents of departing officers and directors of the Company, provided that such

repurchases shall not exceed an aggregate of $100,000 for all officers and directors for so long as the Series Preferred Stock are outstanding;

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

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

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

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

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

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

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

of more than 20% of the Company’s common stock upon conversion of the Series B Preferred Stock, the Company has the right to redeem

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

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

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

If redeemed within

ninety (90) calendar days from the date of issuance, the Series B Preferred Stock shares subject to redemption shall be redeemed by the

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

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

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

of issuance, the Series B Preferred Stock subject to redemption shall be redeemed by the Company in cash at a Company Optional Redemption

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

and all other amounts due to holders, if any.

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

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

to 120% of the Stated Value being redeemed as of the Company Optional Redemption Date, plus all accrued but unpaid dividends and all

other amounts due to any holder, if any.

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

Redemption Notice shall be irrevocable.

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

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

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

Conditions ” means, during the period in question:

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

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

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

(A) the Company

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

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

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

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

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

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

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

without restriction;

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

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

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

(e) there is a sufficient number of

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

applicable transaction documents;

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

ownership limitation set forth in the designation;

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

or Change of Control Transaction that has not been consummated;

(h) the applicable holder is not in possession of any information provided

by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or affiliates, that constitutes, or may

constitute, material non-public information.

The information above does not constitute an offer to sell or a solicitation of an offer to buy any of the Series

B Preferred Stock or any shares of common stock potentially issuable upon conversion of the Series B Preferred Stock nor shall there be

any sale of Series B Preferred Stock (or shares issuable upon conversion thereof) in any state or other jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Series B Preferred Stock (and the common stock issuable upon conversion thereof) have not been registered under the Securities Act and

may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements

Rule 10b5-1 Trading Plans.

During the quarter ended December 31, 2023, none of the Company’s directors or officers (as

defined in Rule 16a-1(f)) adopted

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

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

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

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

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

or terminated

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following table sets forth information with respect to persons who are serving as directors and executive officers of the Company as

of April 1, 2024.

of February 28, 2025.

and Chief Executive Officer

“ Tony ” Isaac

Financial Officer

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well qualified to serve on the Board of Directors.

(Tony) Isaac – President and Director

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

Isaac has been a director of Alt5 Sigma (Nasdaq:

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

President of Alt5 Sigma since August 2024.

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

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

He is the Chairman and Co-Founder of the Isaac

Organization, a privately held investment company.

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

His specialty is negotiation and problem-solving

in complex real estate and business transactions.

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

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

have concluded that Mr.

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

public company background and knowledge.

Johnston – Chief Financial Officer

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Johnston served

as Chief Executive Officer of Peoplesway.com, Inc., a skincare and nutritional products company, and from August 1999 to present, Mr.

Johnston has served as a member of the Board of Directors of Peoplesway.com, Inc.

as Chief Executive Officer of Peoplesway.com, Inc., a skincare and nutritional products company, and from August 1999 to September 2014,

Johnston served as a member of the Board of Directors of Peoplesway.com, Inc.

From January 1989 to July 1999, Mr.

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of Office of Officers and Directors

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until December 31, 2024, one

fiscal year following our listing on Nasdaq.

The term of office of our directors will expire at our first annual meeting of shareholders,

subject to re-nomination and reappointment to the board by our shareholders.

term of office of our directors will expire at our next annual meeting of shareholders, subject to re-nomination and reappointment to

the board by our shareholders.

officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

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

(NASDAQ:ATXG).

(NASDAQ:ATXG) and Mr.

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

Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,

officers and employees.

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

fiscal year ended December 31, 2024.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s

policy to comply with the federal securities laws and the applicable exchange listing requirements.

on Timing of Equity Award Grants

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

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

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

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

Board of Directors has three standing committees:

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membership of the Board of Directors is as follows:

Jonathan Arango (2)

Lorraine D’Alessio

“ Tony ” Isaac

of Board of Directors.

of Committee.

Resigned effective March 28, 2024.

have established an Audit Committee of the Board of Directors.

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Board has determined that Mr.

Hamilton, is an “audit committee financial expert” (as defined in the SEC rules) because he

has the following attributes:

Hamilton, is an “ audit committee financial expert ” (as defined in the SEC rules) because

he has the following attributes:

(i) an understanding of generally accepted accounting principles in the United States of America (“ GAAP ”)

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Our Board of Directors has determined that all of our directors, other than Mr.

Cohen, are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent

directors have regularly scheduled meetings at which only independent directors are present.

Isaac, are “ independent directors ” as defined in the Nasdaq listing standards and applicable SEC rules.

independent directors have regularly scheduled meetings at which only independent directors are present.

assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including

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

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

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

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

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

Upon receipt of any communication that is clearly

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

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

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

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

on Equity Ownership

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against Hedging

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

awards are intended to build;

however, while ‘short sales’ are discouraged by the Company, the Company does not currently

have a policy prohibiting such transactions.

We plan to implement a policy prohibiting such transactions in the future.

The Company recognizes that hedging against losses in Company shares may

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

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

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

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within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting

have adopted a Code of Ethical Business Conduct (“Code of Ethics”) that applies to all of our directors, officers and employees.

We intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal

executive officer, our principal financial officer, or any of our other employees performing similar functions in a Current Report on

have adopted a Code of Ethical Business Conduct (“ Code of Ethics ”) that applies to all of our directors, officers

and employees.

We intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted

to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions in a

Current Report on Form 8-K.

have been no waivers granted with respect to our Code of Ethics to any such officers or employees.

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

August 6, 2021, the Securities and Exchange Commission approved a proposed rule from Nasdaq on diversity of boards of directors of companies

listed on Nasdaq.

Pursuant to the rule as approved (the “Diversity Rule”), any company newly listing on The Nasdaq Capital

Market that was not previously subject to a substantially similar requirement of another national securities exchange, is required to

have, explain why it does not have, at least two Diverse (as defined below) directors by the later of:

(a) two years from the date of

or (b) the date the company files its proxy statement or its information statement (or, if the company does not file a proxy,

in its Form 10-K) for the company’s second annual meeting of shareholders subsequent to the company’s listing;

provided that

if the company has a board of five or fewer members it need only have, or explain why it does not have, one Diverse director.

exempt from the rules as discussed below, at least one Diverse director must self-identify as female and at least one Diverse director

must self-identify as an underrepresented minority or as LGBTQ+ (unless we remain as a smaller reporting company, in which case both

Diverse directors may self-identify as female).

“Diverse” means an individual who self-identifies as one or more of the following:

female, LGBTQ+, or an underrepresented individual based on national, racial, ethnic, indigenous, cultural, religious or linguistic.

currently have one director who self-identifies as female.

Section 16(a) Reports

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and greater than 10% stockholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports

solely on our review of the copies of such reports received by us and on representations by certain of our officers and directors regarding

their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all

filings required to be made under Section 16(a) during the twelve months ending December 31, 2023 were timely made, except that Jacob

Cohen, our Chief Executive Officer and Chairman failed to timely file one Form 4 and as a result three transactions were not timely

reported and Amanda Hammer, the Company’s Chief Operating Officer, failed to timely file on Form 4 and as a result two transactions

were not timely reported.

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

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

Executive Compensation.

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following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer

or acting in a similar capacity for the years ended December 31, 2023 and 2022 (“PEO”), regardless of compensation level;

(ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers for the years ended

December 31, 2023 and 2022, if any (subject to the limitations below);

or acting in a similar capacity for the years ended December 31, 2024 and 2023 (“ PEO ”), regardless of compensation

(ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers for the years

ended December 31, 2024 and 2023, if any (subject to the limitations below);

and (iii) up to two additional individuals for whom disclosure

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Name and Principal Position

Stock Awards ($) (1)

Option Awards

All Other Compensation

280,000 (3) -

CEO and Chairman

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the compensation paid as an executive for the periods above.

Johnston was appointed as Chief Financial Officer of the Company effective on October 1, 2022.

June 4, 2024, Mr.

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

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

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The options have a term of five

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

Arango received a sign-on bonus of

options to purchase 500,000 shares of common stock of the Company, with an exercise price of $1.10 per share, with options to purchase

166,666 shares vesting every 12 months that the agreement is in effect, beginning September 1, 2023.

The options had a term of five

years, exercisable for three months following his termination of employment with the Company which occurred on March 28,

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

Johnston received 50,000 shares of common stock of the Company.

The shares were valued

at $0.85 per share for a total of $42,500.

on October 1, 2022, the Company granted Mr.

Johnston 150,000 shares of the Company’s restricted stock which vest over a 6-month

period at the rate of 25,000 shares per month with the first 25,000 shares vesting on November 1, 2022.

All of the shares have been fully

vested to date.

November 12, 2024, Mr.

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

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

Johnston received 3,333 shares of

common stock of the Company.

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

June 4, 2024, Ms.

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

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

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Additionally, Ms.

Hammer received

options to purchase 150,000 shares of common stock of the Company, with an exercise price of $1.10 per share, with options to purchase

50,000 shares vesting every 12 months that the agreement is in effect, beginning May 1, 2024.

The options have a term of

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

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

The options have a term

of five years.

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

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

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

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

Equity Awards at Fiscal Year-End

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in the Summary Compensation Table.

of securities underlying unexercised options (#) exercisable

of securities underlying unexercised options (#) unexercisable

Exercise price ($)

expiration date

of shares or units of stock that have not vested (#)

value of shares or units of stock that have not vested ($)

Option Awards

Stock Awards (3)

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option Exercise price

Option expiration date

Number of shares or units of stock that have not vested

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

Amanda Hammer

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

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The options have a term of five

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

Arango received a sign-on bonus of

options to purchase 500,000 shares of common stock of the Company, with an exercise price of $1.10 per share, with options to purchase

166,666 shares vesting every 12 months that the agreement is in effect, beginning September 1, 2023.

The options have a term of five

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

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

Resigned an officer and director on March 28, 2024 and as such, all unvested options as of that date were forfieted.

Compensation Awards

October 1, 2023, the Company executed a Summary of Terms and Conditions with Gene Johnston continuing his appointment as the Company’s

Chief Financial Officer on a full-time basis for a term of 12 months.

Pursuant to the agreement, the Company issued Johnston 50,000 shares

of the Company’s common stock and agreed to pay him $2,000 per month.

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

the Company’s 2022 Equity Incentive Plan, as amended.

May 1, 2023, the Company granted 150,000 options to purchase shares of common stock of the Company, under the 2022 Plan to Amanda Hammer,

the Company’s COO, related to her employment agreement.

The options have an exercise price of $1.10 per share, an original life

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

The options were issued under, and subject to the

terms of, the Company’s 2022 Equity Incentive Plan, as amended.

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

the grant of stock options to purchase 1,250,000 shares of the Company’s common stock to Jacob D.

Cohen, the Company’s Chief

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

The options were granted under the Company’s

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

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

Cohen’s continued service with the Company.

The options vested

in full upon grant.

The options have an exercise price of $0.32 per share, 110% of the closing sales price of the Company’s common

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

and Consulting Agreements

Cohen, Chief Executive Officer

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of his base salary (the “ Targeted Bonus ”), subject to the compliance by Mr.

Cohen with performance goals that may be established

by the Compensation Committee or the Board of Directors from time to time, provided no goals have been established to date, and that

in the absence of performance goals, the amount of such bonus would be wholly determined in the discretion of the Compensation Committee

or the Board of Directors.

Cohen is also paid an automobile allowance of $1,500 per month during the term of the agreement and is

eligible to participate in our stock option plan and other benefit plans.

Cohen with performance goals that may

be established by the Compensation Committee or the Board of Directors from time to time, provided no goals have been established to

date, and that in the absence of performance goals, the amount of such bonus would be wholly determined in the discretion of the Compensation

Committee or the Board of Directors.

Cohen is also paid an automobile allowance of $1,500 per month during the term of the agreement

and is eligible to participate in our stock option plan and other benefit plans.

consideration for agreeing to the terms of the agreement, Mr.

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preceding the date of termination of the agreement.

“Restricted Products” branded men’s wellness products sold to consumers

via a telemedicine platform and any other product and any other product, that we or our subsidiaries have provided or are researching,

developing, manufacturing, distributing, selling and/or providing at any time during the two years immediately preceding the date the

agreement is terminated, or which Mr.

Cohen obtained any trade secret or other confidential information in connection with at any time

during the two years immediately preceding the date of termination of the agreement.

“ Restricted Products ” branded men’s wellness products sold

to consumers via a telemedicine platform and any other product and any other product, that we or our subsidiaries have provided or are

researching, developing, manufacturing, distributing, selling and/or providing at any time during the two years immediately preceding

the date the agreement is terminated, or which Mr.

Cohen obtained any trade secret or other confidential information in connection with

at any time during the two years immediately preceding the date of termination of the agreement.

may terminate Mr.

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expiration of the initial term of the agreement (or any renewal) upon notice as provided above, or (e) at any time without cause.

agreement also automatically terminates upon the death of Mr.

(d) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above, or (e) at any time without cause.

The agreement also automatically terminates upon the death of Mr.

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

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Cohen for “ good reason, ” Mr.

Cohen must first advise us in

writing (within 90 days of the occurrence of such event) and provide us 30 days to cure, after which in the event we do not cure the

issue leading to such “good reason” notice, Mr.

Cohen must first advise

us in writing (within 90 days of the occurrence of such event) and provide us 30 days to cure, after which in the event we do not cure

the issue leading to such “ good reason ” notice, Mr.

Cohen has 30 days to resign for “ good reason ”);

(b) for any reason

without “good reason”;

and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided

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

and (c) upon expiration of the initial term of the agreement (or any renewal)

upon notice as provided above.

Cohen’s employment is terminated due to his death or disability, Mr.

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Cohen’s employment is terminated by Mr.

Cohen for “good reason” or by the Company without “cause” or

due to the Company’s non-renewal, (a) Mr.

Cohen is entitled to his base salary accrued through the termination date and any unpaid

cash bonus for the prior completed calendar year that would have been paid had Mr.

Cohen not been terminated prior to such payment, plus

a lump sum cash severance payment equal to the sum of (i) an amount equal to Mr.

Cohen’s current annual base salary plus (ii) an

amount equal to Mr.

Cohen for “ good reason ” or by the Company without “ cause ”

or due to the Company’s non-renewal, (a) Mr.

Cohen is entitled to his base salary accrued through the termination date and any

unpaid cash bonus for the prior completed calendar year that would have been paid had Mr.

Cohen not been terminated prior to such payment,

plus a lump sum cash severance payment equal to the sum of (i) an amount equal to Mr.

Cohen’s current annual base salary plus (ii)

an amount equal to Mr.

Cohen’s Targeted Bonus for the year containing the termination date (the “ Severance Payment ”);

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In the event the Compensation

Committee has not previously made a determination regarding cash bonus or the most recent cash bonus was zero, the “amount of the

most recent cash bonus paid to the Mr.

Cohen” is instead equal to “the targeted bonus for the year in which the Change in

Control occurs.” Additionally, following a change of control termination, all outstanding stock options and other equity compensation

Committee has not previously made a determination regarding cash bonus or the most recent cash bonus was zero, the “ amount of

the most recent cash bonus paid to the Mr.

Cohen ” is instead equal to “ the targeted bonus for the year in which the

Change in Control occurs.

” Additionally, following a change of control termination, all outstanding stock options and other

equity compensation held by Mr.

Cohen are exercisable by the Mr.

Cohen pursuant to the terms thereof until the earlier of (a) ninety (90) days from his termination

date and (b) the latest date upon which such stock options and other equity compensation would have expired by their original terms under

any circumstances;

provided any equity awards outstanding prior to the entry into the Executive Employment Agreement continue to be governed

by the terms set forth in such award agreements.

Cohen pursuant to the terms thereof until the earlier of (a) ninety

(90) days from his termination date and (b) the latest date upon which such stock options and other equity compensation would have expired

by their original terms under any circumstances;

provided any equity awards outstanding prior to the entry into the Executive Employment

Agreement continue to be governed by the terms set forth in such award agreements.

of Control ” for the purposes of the agreement means:

(a) any person obtaining beneficial ownership representing more than 50% of

the total voting power represented by our then outstanding voting securities without the approval of not fewer than two-thirds of our

Board of Directors;

(b) a merger or consolidation of us whether or not approved by our Board of Directors, other than a merger or consolidation

that would result in our voting securities immediately prior thereto continuing to represent at least 50% of the total voting power outstanding

immediately after such merger or consolidation, (c) our shareholders approving a plan of complete liquidation or an agreement for the

sale or disposition by us of all or substantially all of our assets, or (d) as a result of the election of members to our Board of Directors,

a majority of the Board of Directors consists of persons who are not members of the Board of Directors on September 1, 2022, except in

the event that such slate of directors is proposed by a committee of the Board of Directors.

(a) any person obtaining beneficial ownership representing more than 50%

of the total voting power represented by our then outstanding voting securities without the approval of not fewer than two-thirds of

our Board of Directors;

(b) a merger or consolidation of us whether or not approved by our Board of Directors, other than a merger or

consolidation that would result in our voting securities immediately prior thereto continuing to represent at least 50% of the total

voting power outstanding immediately after such merger or consolidation, (c) our shareholders approving a plan of complete liquidation

or an agreement for the sale or disposition by us of all or substantially all of our assets, or (d) as a result of the election of members

to our Board of Directors, a majority of the Board of Directors consists of persons who are not members of the Board of Directors on

September 1, 2022, except in the event that such slate of directors is proposed by a committee of the Board of Directors.

agreement contains standard assignment of inventions, indemnification and confidentiality provisions.

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gained while working with us to compete with us.

Arango, Former President and Secretary

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

The agreement, which provided for Mr.

Arango to serve as our President (which role he ceased serving in March 2024) and Chief Operating Officer (which role he ceased serving as in May 2023) and Secretary, was

effective September 1, 2022, and had a term extending through September 1, 2025.

to the terms of the agreement, Mr.

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

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

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

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

Arango with performance goals that may be established by the Compensation Committee or the Board of Directors from time to time,

provided no goals have been established to date, and that in the absence of performance goals, the amount of such bonus would be wholly

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

Arango is also paid an automobile allowance

of $1,000 per month during the term of the agreement and is eligible to participate in our stock option plan and other benefit plans.

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

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

after his employment with us ends pursuant to the agreement.

Accordingly, Mr.

Arango could be in a position to use industry experience

gained while working with us to compete with us.

May 1, 2023, the Board of Directors of the Company, with Mr.

Jacob Cohen, the Company’s Chief Executive Officer and Chairman, abstaining,

with the recommendation of the Compensation Committee of the Board of Directors of the Company, approved an increase in the annual salary

Cohen, from $180,000 to $300,000 per year.

August 22, 2024, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors

of the Company, approved an increase in the monthly car allowance payable to Mr.

Jacob Cohen, the Chief Executive Officer, pursuant to

the terms of that certain Executive Employment Agreement entered into between the Company and Mr.

Cohen on August 31, 2022, from $1,500

to $2,500 per month.

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

Cohen, our Chief Executive Officer

(the “ A&R Agreement ”).

A&R Agreement, which has an effective date of December 15, 2024, amended that prior Executive Employment Agreement dated September

1, 2022, by and between the Company and Mr.

Cohen, as amended to date (the “ Prior Agreement ”) to among other things

i) expand Mr.

Cohen’s duties and obligations to include serving not only as the Chief Executive Officer of the Company, but also

as the Chief Executive Officer of Mango & Peaches;

ii) extend the term of Mr.

Cohen’s engagement to be for a term of three

years through December 1, 2027;

iii) amended certain provisions of the Prior Agreement relating to the definition of “ cause ”

for termination by the Company and the definition of change of control, to apply in the event that a majority of the members of the Board

of Directors change after December 15, 2024, whether or not the directors are nominated by any committee of the Board of Directors;

Cohen’s base salary to $360,000 per year and provide that any cash bonus or equity bonus earned by Mr.

be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as other executives

of the Company;

provided that in no event shall the cash bonus or equity bonus be paid later than March 15th of the fiscal year following

the fiscal year for which it was earned;

v) provide for Mr.

Cohen to be paid a flat fee allowance of $7,500 per month which is intended

to cover the cost of office space used by Mr.

Cohen and all overhead costs associated therewith;

vi) provide Mr.

Cohen the right to earn

a cash bonus of up to $10,000,000, during the term of the A&R Agreement, based on Mango & Peaches meeting certain milestones

and achievements (the “ Mango & Peaches Bonus ”) as set forth in greater detail in Exhibit B to the A&R Agreement,

which at the option of Mr.

Cohen can be converted into shares of common stock of Mango & Peaches at a conversion rate of $0.50 per

share, as equitably adjusted for stock splits, dividends and recapitalizations of Mango & Peaches.

The right to earn any unvested

Mango & Peaches Bonus terminates upon the termination of the A&R Agreement, except (1) if a change of control (as defined in

the A&R Agreement) occurs;

(2) if the A&R Agreement is terminated by Mr.

Cohen for good reason (as defined in the A&R Agreement);

or (3) if the A&R Agreement is terminated by the Company for a reason other than “ cause ” (as defined in the A&R

Agreement), in which case the unvested portion of the Mango & Peaches Bonus shall vest in full to Mr.

Cohen upon the occurrence of

such change of control or termination, as applicable;

vii) increase the severance payable to Mr.

Cohen upon a termination of the A&R

Agreement by Mr.

Cohen for good reason or without “ cause ” by the Company, each as described in greater detail in the

A&R Agreement, the sum of (i) an amount equal to three (3) times his then current annual base salary (up from one (1) times previously),

plus (ii) an amount equal to Mr.

Cohen’s targeted bonus for the year containing the termination date;

and (b) provided Mr.

elects to receive continued health insurance coverage through COBRA, the Company will pay Mr.

Cohen’s monthly COBRA contributions

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

employees, if any) for twelve (12) months following the termination date;

and viii) provide for the compensation payable under the A&R

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

A&R Agreement also provided for Mr.

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

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

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

Stock of Mango & Peaches.

The Series A Preferred Stock shares of Mango & Peaches.

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

Cohen at the next meeting of shareholders of the Company.

(Tony) Isaac – President

Company entered into a Consulting Agreement with Mr.

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

Consulting Agreement ”).

to the Isaac Consulting Agreement, Mr.

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

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

As consideration for the services to be provided

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

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

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

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

(ii) with written

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

or (iii) by Mr.

Isaac, at any time, for any reason.

The Company may also terminate Mr.

Isaac’s position as President of the

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

in a termination of Mr.

Isaac’s role as President of the Company.

The Company may also immediately terminate the Isaac Consulting

Agreement for Cause upon written notice of termination to Mr.

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

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

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

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

or employees;

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

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

Isaac’s failure

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

Isaac’s conviction of, or plea of guilty

or nolo contendere to a felony.

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

customary exceptions.

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

months thereafter.

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

and/or Board of Directors.

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

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

Isaac Consulting Agreement.

Johnston, Chief Financial Officer

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Johnston (the “ Offer Letter ”).

The Offer Letter

provided for Mr.

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

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

Letter provided for Mr.

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

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

Pursuant to the Offer Letter,

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

The shares were issued

under, and subject to the terms of, the Company’s 2022 Equity Incentive Plan.

The shares were issued under,

and subject to the terms of, the Company’s 2022 Equity Incentive Plan.

November 11, 2024 and effective on October 1, 2024, the Company entered into a Consulting agreement with Mr.

Johnston, the Company’s

Chief Financial Officer pursuant to which Mr.

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

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

As consideration for the services

to be provided by Mr.

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

and (b) to issue him

25,000 shares of Company common stock under the Company’s 2022 Equity Incentive Plan, as amended, which shares vested upon execution

of the Consulting Agreement.

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

Johnston’s expenses, subject to pre-approval

for any expense greater than $500.

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

of the parties;

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

to cure such breach within 30 days;

or (iii) by Mr.

Johnston, at any time, for any reason.

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

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

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

Committee and/or Board of Directors.

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

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

not require the entry into an amended Consulting Agreement.

Hammer, Chief Operating Officer

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

The Employment Agreement

also required the Company to grant Mrs.

Hammer a sign-on bonus of (a) 75,000 shares of common stock of the Company, vested in full upon

issuance, and (b) options to purchase an additional 150,000 shares of common stock of the Company, with an exercise price of the greater

of (i) $1.10 per share;

and (ii) the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date

the Employment Agreement and the grant is approved by the Board (which date was May 1, 2023), and which exercise price was $1.10 per

share, with options to purchase 50,000 shares vesting every 12 months that the Employment Agreement is in effect, subject to the terms

of the Company’s 2022 Equity Incentive Plan, as amended.

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

option agreement entered into by the Company and Mrs.

The Employment

Agreement also required the Company to grant Mrs.

Hammer a sign-on bonus of (a) 5,000 shares of common stock of the Company, vested in

full upon issuance, and (b) options to purchase an additional 10,000 shares of common stock of the Company, with an exercise price of

the greater of (i) $16.50 per share;

and (ii) the closing sales price of the Company’s common stock on the Nasdaq Capital Market

on the date the Employment Agreement and the grant is approved by the Board (which date was May 1, 2023), and which exercise price was

$16.50 per share, with options to purchase 3,333 shares vesting every 12 months that the Employment Agreement is in effect, subject to

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

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

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

Hammer (the “ Option Agreement ”).

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or the Board of Directors in the targeted amount of 100% of her Base Salary (the “ Cash Bonus ”).

Hammer is also eligible

for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee and/or Board of

Hammer is also

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

Board of Directors.

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

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

Provisions ”.

may terminate Mrs.

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

Hammer has materially breached

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

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

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

Hammer commits any

act of misappropriation of funds or embezzlement;

Hammer has materially

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

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

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

commits any act of misappropriation of funds or embezzlement;

Hammer commits any act of fraud;

Hammer is convicted of, or

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

Hammer is convicted

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

applicable state law;

(b) in the event Mrs.

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

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

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

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

or (d) upon expiration

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

The agreement also automatically terminates upon

the death of Mrs.

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

or responsibilities;

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

The agreement also automatically

terminates upon the death of Mrs.

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

duties, or responsibilities;

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

Hammer report

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

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

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

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Hammer for “ good reason, ” Mrs.

Hammer must first advise us in writing (within 30 days

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

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

Hammer has 30 days to resign

for “good reason”);

Hammer must first advise us in writing (within

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

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

Hammer has 30

days to resign for “ good reason ”);

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

and (c) upon expiration of the initial term of

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

and (c) upon expiration

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

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

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Hammer’s employment is terminated by Mrs.

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

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

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

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

Hammer is entitled

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

provided, however, that if at any time

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

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

Additionally,

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

provided, however, that if at

any time Mrs.

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

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

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

previously granted to Mrs.

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

Hammer until the earlier of (A) ninety (90)

days from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original

terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the

Employment Agreement.

Hammer until the earlier

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

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

the date of the Employment Agreement.

a condition to Mrs.

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provisions thereof, which shall continue following the termination date.

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

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

less than two years;

or more, but less than three years;

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

than one year;

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

but less than two years;

years or more, but less than three years;

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

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

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

the Compensation Committee of the Board of Directors, entered into a First Amendment to Employment Agreement with Amanda Hammer, the

Company’s Chief Operating Officer (the “ Hammer Amendment ”).

to the Hammer Amendment, Ms.

Hammer’s role with the Company was expanded to include serving as Chief Operating Officer of Mango

certain provisions of the employment agreement relating to the Company were amended to include both the Company and Mango

Hammer’s compensation was increased to $180,000 per year, effective February 1, 2025;

and the Company agreed

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

Arango, Former President and Secretary

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

The agreement, which provides for Mr.

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

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

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

of the agreement.

to the terms of the agreement, Mr.

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

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

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

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

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

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

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

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

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

than as discussed above, Mr.

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

was identical terms as Mr.

Cohen’s agreement discussed above.

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

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

after his employment with us ends pursuant to the agreement.

Accordingly, Mr.

Arango could be in a position to use industry experience

gained while working with us to compete with us.

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

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

Earned or Paid in Cash ($)*

Awards ($) (1) (2)(3)

Other Compensation ($)

Fees Earned or Paid in Cash

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

Compensation ($)

Lorraine D’Alessio

The table above does not include the amount of any expense reimbursements paid to the above directors.

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The Director Shares were issued under the Company’s

2022 Equity Incentive Plan, as amended (the “Plan”), with the following vesting schedule:

1/3 of the Director Shares vested on October

14, 2022, and the remaining Director Shares vest annually in two increments on each of October 14, 2023 (vested) and 2024, subject

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

entered into in order to evidence such grants.

2022 Equity Incentive Plan (the “ 2022 Plan ”), with the following vesting schedule:

1/3 of the Director Shares

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

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

Award agreements entered into in order to evidence such grants.

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

aggregate number of unvested shares of restricted common stock held by each non-employee director listed above as of December 31,

2023 was as follows:

Unvested Restricted

Stock Shares (#)

Lorraine D’Alessio

per director, or $225,000 in aggregate.

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

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

Amended and Restated Mangoceuticals, Inc.

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

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

Specifically, each of Ms.

Myers and Mr.

Hamilton received 6,667 shares of the Company’s common stock valued at $5.25 per share.

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

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Equity Incentive Plan

August 31, 2022, the Board of Directors and our majority shareholders adopted the Company’s 2022 Equity Incentive Plan , which was amended by the Board of Directors on February 26, 2024, subject to stockholder approval, and ratified

by the stockholders on March 25, 2024 (as amended, the “2022

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

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

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

to the Mangoceuticals, Inc.

2022 Equity Incentive Plan (“Second Amendment” and the Amended and Restated Mangoceuticals, Inc.

2022 Equity Incentive Plan, as amended by the Second Amendment, the “2022 Plan”).

The Second Amendment was originally approved

by the Board of Directors of the Company on February 15, 2025, subject to stockholder approval and the Second Amendment became effective

at the time of stockholder approval.

2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by

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Evergreen Provision

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

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

of common stock which may be issued pursuant to awards under the 2022 Plan is currently the sum of (i) 10,000,000, and (ii) an automatic

increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2032,

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

of the immediately preceding fiscal year;

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

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

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

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

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

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

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

provided, however, that the Board may act prior to

April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock.

This is also known

as an “evergreen” provision.

Notwithstanding the foregoing, no more than a total of 26,000,000 shares of common stock (or

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

to the exercise of Incentive Stock Options.

provided, however, that

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

This is also known as an “evergreen” provision.

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

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

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

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

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granted under the 2022 Plan may be exercisable in cumulative increments, or “ vest, ” as determined by the Administrator.

stock options granted under the 2022 Plan are intended to qualify as “incentive stock options” within the meaning of Section

422 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

Nonqualified (non-statutory stock options) granted

under the 2022 Plan are not intended to qualify as incentive stock options under the Code.

stock options granted under the 2022 Plan are intended to qualify as “ incentive stock options ” within the meaning

of Section 422 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

Nonqualified (non-statutory stock options)

granted under the 2022 Plan are not intended to qualify as incentive stock options under the Code.

Administrator may impose limitations on the transferability of stock options granted under the 2022 Plan in its discretion.

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as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us or one of our affiliates,

the term “cause” is defined in the 2022 Plan to mean any event which would qualify as cause for termination under the participant’s

employment agreement with the Company, or, if there is no such employment agreement, any of the following (i) the recipient’s dishonest

statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors

or other third parties with which such entity does business;

(ii) the recipient’s commission of (A) a felony or (B) any misdemeanor

involving moral turpitude, deceit, dishonesty or fraud;

(iii) the recipient’s failure to perform the recipient’s assigned

duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the

Company, after written notice given to the recipient by the Company;

(iv) the recipient’s gross negligence, willful misconduct

or insubordination with respect to the Company or any affiliate of the Company;

or (v) the recipient’s material violation of any

provision of any agreement(s) between the recipient and the Company relating to noncompetition, non-solicitation, nondisclosure and/or

assignment of inventions.

the term “ cause ” is defined in the 2022 Plan to mean any event which would qualify as cause for termination under

the participant’s employment agreement with the Company, or, if there is no such employment agreement, any of the following (i)

the recipient’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective

customers, suppliers, vendors or other third parties with which such entity does business;

(ii) the recipient’s commission of (A)

a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iii) the recipient’s failure to perform

the recipient’s assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in

the reasonable judgment of the Company, after written notice given to the recipient by the Company;

(iv) the recipient’s gross

negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company;

or (v) the recipient’s

material violation of any provision of any agreement(s) between the recipient and the Company relating to noncompetition, non-solicitation,

nondisclosure and/or assignment of inventions.

Stock Unit Awards

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(v) to exclude the effects of items that

are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles;

are “ unusual ” in nature or occur “ infrequently ” as determined under generally accepted accounting

(vi) to exclude the dilutive effects of acquisitions or joint ventures;

(vii) to assume that any business divested by us achieved performance

objectives at targeted levels during the balance of a performance period following such divestiture;

(viii) to exclude the effect of

any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization,

(vii) to assume that any business divested by us

achieved performance objectives at targeted levels during the balance of a performance period following such divestiture;

(viii) to exclude

the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization,

recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions

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Available Shares

of the date of this Report, an aggregate of 368,250 shares are available for awards under the 2022 Plan, which allows for an aggregate

of 4,168,250 total awards thereunder.

of the date of this Report, an aggregate of 111 shares are available for awards under the 2022 Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such

column titled “Beneficial Ownership” is based on a total of 23,619,500 shares of our common stock outstanding as of the Date

of Determination.

column titled “ Beneficial Ownership ” is based on a total of 5,168,796 shares of our common stock outstanding as of

the Date of Determination.

ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.

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Suite 600, Dallas, Texas 75248.

of Beneficial Owner

Common Stock Shares Beneficially Owned

Beneficial Ownership

Named Executive Officers and Executive Officers

9,775,000 (1)

Title of Class

Name of Beneficial Owner

Shares Beneficially

Percent Beneficial

Directors, Named Executive Officers and Executive Officers

Isaac Antonios

Amanda Hammer

Lorraine D’Alessio

executive officers and directors as a group (6 persons)

11,441,667 (1)(2)

than 5% Stockholders

1,166,667 (2)

Jonathan Arango (a)

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

Greater than 5% Stockholders

Greenfield Investments, Ltd (3)

Propre Energie, Inc (4)

MAAB Global Ltd.

Less than 1%.

outstanding shares of common stock beneficially owned by Mr.

Cohen are held in the name of The Tiger Cub Trust, which is beneficially

owned by Jacob D.

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

total of 605,000 of the outstanding shares of common stock beneficially owned by Mr.

Cohen are held in the name of The Tiger Cub

Trust, which is beneficially owned by Jacob D.

Cohen, its Trustee, and which shares Mr.

Cohen is deemed to beneficially own.

Includes 1,250,000 shares of common

stock issuable upon exercise of options to purchase shares of common stock held by Mr.

Cohen, with an exercise price of $0.32 per

share and 250,000 shares of common stock issuable upon exercise of options to purchase shares of common stock of the Company held

Cohen, with an exercise price of $1.10 per share, and does not include options to purchase 500,000 shares of common stock

which an exercise price of $1.10 per share, which vest at the rate of 1/2 of such options on each of September 1, 2024 and 2025,

with a term of five years.

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

with an exercise price of $1.10 per share.

not include options to purchase 150,000 shares of common stock with an exercise price of $1.10 per share, which vest at the rate

of 1/3 of such options on each of May 1, 2024, 2025 and 2026, which have not vested as of the Date of Determination.

have a 10 year term.

25,000 shares of restricted common stock which vest on October 14, 2024, subject to the holder’s continued service with the

15110 Dallas Parkway, Suite 600,

Dallas, Texas 75248

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

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

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

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

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

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

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

The shares held by Greenfield

Investments, Ltd may be beneficially owned by Peter M.

Karam, its Director.

The information disclosed in this footnote comes from

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

12 Four Oaks Gate Toronto Ontario M4J 2X2 Canada.

The shares held by Propre Energie, Inc.

may be beneficially owned by Peter Polimeneas,

its Director.

34 Gibson Ave, Toronto, Ontario M5R 1T5.

The shares of Common Stock held by MAAB Global Ltd.

may be deemed to be beneficially owned

by Bruce Brent, its President.

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

at a conversion price of $1.50 per share.

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

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

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

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

would exceed 4.99%.

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

Compensation Plan Information

following table provides information as of December 31, 2023 regarding the Company’s 2022 Equity Incentive Plan, as amended, under which equity

securities are authorized for issuance:

following table provides information as of December 31, 2024 regarding the Company’s 2022 Equity Incentive Plan, as amended, under

which equity securities are authorized for issuance:

Plan Category

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Equity compensation plans not approved by the security holders

options issuable upon grants previously made under the Company’s 2022 Equity Incentive Plan, as amended, which is discussed under “ Item 11.

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

under “ Item 11.

Executive Compensation—2022 Equity Incentive Plan.

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than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family,

had or will have a direct or indirect material interest (other than compensation described above under “ Item 11.

had or will have a direct or indirect material interest (other than compensation and related agreements described above under “ Item 11.

Executive Compensation ”).

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described

below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

We believe the terms obtained or consideration that we paid or received, as applicable, in connection

with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable,

in arm’s-length transactions.

Party Transactions

and Sales of Securities

April 6, 2022, the Company issued 1,000,000 shares of restricted common stock each to Mr.

Cohen (the Company’s Chairman, Chief

Executive Officer, Director and majority shareholder) and Mr.

Jonathan Arango (the Company’s then President, then Chief

Operating Officer, then Secretary, then Director and greater than 5% shareholder), in consideration for services rendered as the

Chief Executive Officer and President and then Chief Operating Officer, respectively, of the Company.

The shares were valued at

$0.10 per share or a total of $100,000.

June 22, 2022, the Company issued 250,000 shares of restricted common stock to The Loev Law Firm, PC, in consideration for legal services

to be rendered, which vested upon issuance.

Loev, the Managing Partner, President and sole owner of The Loev Law Firm, PC, is

the brother-in-law of Jacob D.

Cohen, our Chairman and Chief Executive Officer.

These shares were valued at $0.10 per share or a total

June 16, 2022, American International entered into and closed the transactions contemplated by a Stock Purchase Agreement (the “SPA”),

with Cohen Enterprises, Inc.

(“Cohen Enterprises”), which entity is owned by Jacob D.

Cohen, the Chairman and Chief Executive

Officer of the Company, who is also the majority shareholder of the Company.

Pursuant to the SPA, American International sold 8,000,000

shares of the outstanding common stock of the Company which represented 80% of the then outstanding shares of common stock of the Company,

to Cohen Enterprises in consideration for $90,000, which was approximately the same amount that had been advanced to the Company from

American International through the date of the SPA ($89,200).

Cohen Enterprises also acquired the right to be repaid the $89,200 advanced

from American International to the Company, from the Company, pursuant to the terms of the SPA.

As a result of the closing of the SPA,

Cohen Enterprises increased its ownership of the Company to 90% (with the remaining 10% of the Company then being owned by Mr.

as discussed above), and American International completely divested its interest in the Company.

June 2022, Cohen Enterprises sold an aggregate of 600,000 shares of our restricted common stock to third parties for $0.10 per share

or $60,000 in aggregate and 40,000 shares of our restricted common stock to a third party for $0.25 per share or $10,000 in aggregate.

The shares were sold in private transactions to accredited investors.

June 30, 2022, Cohen Enterprises gifted 360,000 restricted shares of common stock to Isaak Cohen, the father of Jacob D.

shares were valued at $0.10 per share or $36,000.

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

Cohen received a sign-on bonus of options

to purchase 750,000 shares of common stock of the Company, with an exercise price of $1.10 per share, with options to purchase 250,000

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

The options have a term of five years.

fair value of the 750,000 options on the grant date was $462,750 and as of December 31, 2022, the Company recognized $51,417 as stock-based

compensation.

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

Arango received a sign-on bonus of options

to purchase 500,000 shares of common stock of the Company, with an exercise price of $1.10 per share, with options to purchase 166,666

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

The options have a term of five years.

fair value of the 500,000 options on the grant date was $308,500 and as of December 31, 2022, the Company recognized $30,850 as stock-based

compensation.

October 1, 2022, the Company agreed to grant Eugene M.

Johnston, its Chief Financial Officer, 150,000 shares of the Company’s restricted

stock which vest over a 6-month period at the rate of 25,000 shares per month with the first 25,000 shares vesting on November 1, 2022.

The shares were valued at $0.28 per share for a total of $41,763.

October 14, 2022, the Company issued 75,000 restricted shares of common stock to each of its three independent directors, which shares

vested 1/3 on October 14, 2022, with the remaining shares vesting in one-third increments on each of October 14, 2023 and 2024, subject

to such directors continuing to provide services to the Company on such dates, and subject to the Restricted Stock Award agreements entered

into in order to evidence such grants.

These shares were valued at $0.28 per share or a total of $20,881.

October 14, 2022, the Company issued its Project Manager, Joan Arango, 25,000 shares of restricted common stock under the Plan.

shares were issued to Ms.

Arango as a bonus for services rendered to date.

Arango is the sister of the Company’s then

President and then Chief Operating Officer, then Secretary and then Director, Jonathan Arango.

The shares were valued at $0.28 per

share for a total of $7,204.

May 1, 2023, the Board of Directors of the Company, with Mr.

Cohen abstaining, with the recommendation of the Compensation Committee

of the Board of Directors of the Company, approved an increase in the annual salary of Mr.

Jacob Cohen, the Chief Executive Officer and

Chairman of the Company, from $180,000 to $300,000 per year.

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

Amanda Hammer.

The Employment Agreement provides

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

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

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

The agreement provides for Mrs.

Hammer to receive an

annual salary of $150,000 per year.

The Employment Agreement also required the Company to grant Mrs.

Hammer a sign-on bonus of (a) 75,000

restricted shares of common stock of the Company, vested in full upon issuance, and (b) options to purchase an additional 150,000 shares

of common stock of the Company, under the Company’s 2022 Equity Incentive Plan, as amended, with an exercise price of the greater of (i) $1.10

and (ii) the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date the Employment

Agreement and the grant is approved by the Board (which date was May 1, 2023), and which exercise price was $1.00 per share, with options

to purchase 50,000 shares vesting every twelve months that the Employment Agreement is in effect, subject to the terms of the 2022 Plan.

The options are exercisable for a period of ten years and are documented by a separate option agreement entered into by the Company and

October 1, 2023, the Company executed a Summary of Terms and Conditions with Gene Johnston continuing his appointment as the Company’s

Chief Financial Officer on a full-time basis for a term of 12 months.

Pursuant to the agreement, the Company issued Mr.

Johnston 50,000

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

The shares were issued under, and subject to the terms

of, the Company’s 2022 Equity Incentive Plan, as amended.

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

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

Hammer, related to her employment agreement.

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

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

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

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

Pursuant to the

Consulting Agreement, the Company issued Mr.

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

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

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

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The options were granted under the Company’s

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

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

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

4 unchanged sentences

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

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

approval by the Board of Directors, an aggregate of 83,333 fully-vested and earned shares of Company common stock under the Company’s

Amended and Restated Mangoceuticals, Inc.

2022 Equity Plan, in consideration as a bonus for 2024 (Mr.

Cohen) and services rendered during

2024 (each other recipient), to certain officers, an employee and the Company’s directors.

Included as part of the issuances was

the issuance of the following shares of common stock to officers and directors of the Company:

Position With Company

Chief Executive Officer and Chairman

Amanda Hammer

Chief Operating Officer

Alex Hamilton

Lorraine D’Alessio

November 11, 2024, we issued Eugene M.

Johnston, our Chief Financial Officer, 25,000 shares of common stock under the Company’s

Amended and Restated Mangoceuticals, Inc.

2022 Equity Plan as additional consideration to Mr.

Johnston for services provided as Chief

Financial Officer.

Party Agreements

September 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, LLC (“Epiq

Scripts”), 51% owned and controlled by Jacob D.

September 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, LLC, then 51% owned

and controlled by Jacob D.

Cohen, our Chairman and Chief Executive Officer.

Pursuant to the Master Services

Agreement and a related statement of work (“SOW”), Epiq Scripts agreed to provide for the online fulfillment, specialty compounding,

packaging, shipping, dispensing and distribution (collectively, the “Services”) of products sold exclusively via our website

that may be prescribed as part of a telehealth consultation on our platform.

Epiq Scripts also agreed to provide mail service pharmacy

services to us on an exclusive basis during the term of the SOW.

The Master Services Agreement and SOW are described in greater detail

above under “Item 1.

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

Amendment to MSA”.

Pursuant to the Master Services Agreement and a related statement

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

of products sold exclusively via our website that may be prescribed as part of a telehealth consultation on our platform.

also agreed to provide mail service pharmacy services to us on an exclusive basis during the term of the SOW.

The Master Services Agreement

and SOW are described in greater detail above under “ Item 1.

Business—Material Agreements—Master Services Agreement

with Epiq Scripts ”.

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

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

and related services as outlined and detailed in the Master Services Agreement and SOW, of which $11,745 remained outstanding as of December

31, 2022 and $60,953 remained outstanding as of December 31, 2023.

All costs related to the pharmacy services provided by Epiq Scripts

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

August 31, 2022, Mr.

Peter “Casey” Jensen, who was then a member of the Board of Directors of American International, purchased

25,000 units in our private placement, including 25,000 shares of common stock and warrants to purchase 25,000 shares of common stock

with an exercise price of $1.00 per share, for $25,000.

September 6, 2022, we entered into a Consulting Agreement with PHX Global, LLC, which is owned by Mr.

The Consulting Agreement

is described in greater detail above under “Item 1.

Business—Material Agreements—Consulting Agreements.”

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

All costs related to the pharmacy services provided

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

January 24, 2023, we entered into Consulting Agreements with four consultants to the Company:

3 unchanged sentences

and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts.

The Consulting Agreements are described in greater

detail above under “Item 1.

Business—Material Agreements—Consulting Agreements.”

Pursuant to the Consulting Agreements, the Consultants

agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter

related products during the term of the agreement, which each have a term of 18 months unless otherwise earlier terminated due to breach

of the agreement by either party and the failure to cure such breach 30 days after written notice thereof.

In consideration for agreeing

to provide the services under the agreement, the Company issued an aggregate of 23,332 shares of common stock to the consultants as follows:

(1) Sultan Haroon 10,000 shares of restricted common stock;

(2) John Helfrich 1,667 shares of restricted common stock;

(3) Justin Baker

1,667 shares of restricted common stock;

and (4) Maja Matthews 10,000 shares of restricted common stock.

The shares issued to Haroon

and Matthews vest at the rate of 3,333 shares upon entry into the agreement, 3,333 shares upon the Company’s successful launch

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

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

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

of a new product category, and 500 shares upon the Company’s successful launch of a second and additional new product category,

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

Any shares not vested by the eighteen-month anniversary of

the applicable agreement are forfeited.

The agreement contains customary confidentiality and non-solicitation provisions.

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

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

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

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

Pursuant to the Consulting Agreement, Epiq Scripts agreed

to provide pharmacy consulting services in connection with the Company’s global expansion efforts, and as reasonably requested

by the Company, during the term of the agreement, which is for five years, unless otherwise earlier terminated (a) due to breach of the

agreement by either party and the failure to cure such breach 30 days after written notice thereof;

(b) the mutual agreement of the parties;

or (c) the date that Epiq Scripts provides the Company written notice of termination, which may be at any time and for any reason.

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

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

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

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

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

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

five years of the agreement.

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

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

reimbursed to a purchaser.

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

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

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

September 15, 2023, we entered into a First Addendum to Master Services Agreement with Epiq Scripts.

Pursuant to the First Amendment,

the parties agreed to amend the MSA to include certain Right of first negotiation rights and right of first refusal rights (each as discussed

Additionally, the First Amendment provides for certain rights to Epiq Scripts in the event that the Company seeks to obtain pharmaceutical

services in connection with certain Company products 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,

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

Jurisdiction to another pharmaceutical service provider, the Company will be required to pay Epiq Scripts a fee of 1% of the total gross

sales of all Prescription Products (defined below) by the Company resulting from the Transferred Services in the Current Jurisdiction,

for a period of the lesser of (a) five (5) years from the date the Company transferred the Transferred Services;

and (b) through the

end of the term of the MSA (including where applicable, any renewal term)(the “ Non-Use Fee ”).

The Non-Use Fee is payable

monthly in arrears, for calendar quarters, by the 15th day following the end of each calendar quarter.

Notwithstanding

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

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

(b) in the event the Company decides to

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

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

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

(b) expand its need for pharmacy

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

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

Thereafter Epiq Scripts has the right to provide

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

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

Otherwise, in the event

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

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

In the event after such 15 day period, the Company

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

in the notice provided to Epiq Scripts.

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

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

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

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

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

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

January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit

Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements

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

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

has agreed to issue Mr.

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

outstanding shares of common stock);

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

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

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

amended with Epiq Scripts;

and (2) a September 15, 2023, Consulting Agreement with Epiq Scripts, to Mango & Peaches, Mango &

Peaches agreed to take responsibility for all obligations thereunder, effective as of the assignment date, and Epiq Scripts agreed to

novate the responsibility of the Company thereunder, effective as of the assignment date.

Additionally, we agreed to indemnify Mango

& Peaches for any liability under such agreements prior to the assignment date and Mango & Peaches agreed to indemnify us against

any liability under such agreements after the assignment date.

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

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

On May 15, 2024, the Company disposed

of $119,819 of equipment to Epiq Scripts.

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

Agreements with PHX

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

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

Pursuant to the Consulting Agreement, PHX agreed to provide

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

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

30 days after written notice thereof.

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

3,333 shares of restricted common stock.

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

Pursuant to the Consulting Agreement, PHX agreed to provide consulting

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

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

written notice thereof.

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

of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued

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

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

an additional 13,333 shares of restricted common stock.

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

the Company’s 2022 Equity Incentive Plan.

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

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

Pursuant to the Consulting Agreement, PHX agreed to provide consulting

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

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

written notice thereof.

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

of restricted common stock.

The agreement contains customary confidentiality and non-solicitation provisions.

The shares were valued

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

Service Agreements

September 1, 2023, we entered into a service agreement with Greentree Financial Group, Inc.

(“ Greentree ”).

to the Service Agreement, Greentree agreed to perform the following services:

(a) bookkeeping services for the Company for the period

from October 1, 2023 through September 30, 2024;

(b) advice and assistance to the Company in connection with the conversion of its financial

reporting systems, including its projected financial statements, to a format that is consistent with US GAAP;

with compliance filings for the quarters ended September 30, 2023, March 31, 2024, June 30, 2024 and the year ended December 31, 2023,

including the structure and entries as well as assistance with US GAAP footnotes;

(d) reviewing, and providing advice to the Company

on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems

into compliance with US GAAP or disclosures required by the SEC;

and (e) providing necessary consulting services and support as a liaison

for the Company to third party service providers, including coordination amongst the Company and its attorneys, CPAs and transfer agent.

Since February 2015, Mr.

Eugene (Gene) M.

Johnston, our Chief Financial Officer (who was appointed October 1, 2022) has served as an

Audit Manager for Greentree.

Company agreed to issue Greentree 5,000 shares of the Company’s restricted common stock upon the parties’ entry into the

agreement, and to pay Greentree $40,000 in cash, payable as follows:

(a) $20,000 on or before September 30, 2023;

(b) $20,000 on or before

March 31, 2024.

We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s

activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company.

Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard

to certain matters.

The shares were valued at $16.95 per share for a total of $84,750.

December 2, 2024, the Company entered into another service agreement with Greentree.

The Company and Greentree were previously party

to a service agreement which expired pursuant to its terms on September 30, 2024.

Since February 2015, Mr.

Johnston, our Chief

Financial Officer (who was appointed October 1, 2022), has served as Audit Manager for Greentree.

to the Service Agreement, Greentree agreed to perform the following services:

(a) assistance to the Company with compliance filings for

the quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and the year ended December 31, 2024, including the consolidation

structure and entries as well as assistance with United States Generally Accepted Accounting Principles (“ US GAAP ”)

(b) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions,

with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the Securities and Exchange

Commission (the “ SEC ”);

party service providers, including coordination amongst the Company and its attorneys, certified public accountants and transfer agent;

and (d) preparing and filing the Company’s tax returns with the Internal Revenue Service for the 2024 tax year.

Company agreed to issue Greentree 40,000 shares of the Company’s restricted common stock upon the parties’ entry into the

agreement (fully-earned upon issuance), and to pay Greentree $40,000 in cash, payable as follows:

(a) $20,000 on or before December 31,

and (b) $20,000 on or before March 31, 2025.

We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred

in connection with Greentree’s activities under the agreement, including the reasonable fees and travel expenses for the meetings

on behalf of the Company.

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

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

the term of the Service Agreement is immediately due and payable.

Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with

regard to certain matters.

& Peaches Agreements

December 13, 2024, the Company, entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches, a then recently formed

wholly-owned subsidiary of the Company.

Pursuant to the Contribution Agreement, the Company contributed substantially all of its assets,

including ownership of:

(a) its 98% ownership of MangoRx Mexico S.A.

de C.V., a Mexican Stock Company;

and (b) its 100% ownership of

MangoRx UK Limited, a company incorporated under the laws of the United Kingdom, to Mango & Peaches, in order to restructure the

ownership and operations of the Company, better segregate such operations and liabilities and provided for the issuance of a portion

of the capital of Mango & Peaches to Mr.

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

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

Executive Compensation ”—“ Employment

and Consulting Agreements ”— “ Jacob D.

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

agreed to issue Mr.

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

then outstanding shares of common stock);

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

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

from shareholders in the near future.

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.

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

preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock, with the Secretary of State of Texas,

which was filed by the Texas Secretary of State on January 15, 2025, effective January 9, 2025.

The Series A Designation designated 100

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

Business—Overview—Parent

Subsidiary Contribution Agreement ”.

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

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

discussed above under “ Item 11.

Executive Compensation ”—” Employment and Consulting Agreements ”—

Cohen, Chief Executive Officer ”.

Global Agreement

January 28, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit

Committee, made up of independent members of the Board of Directors, entered into an LT Global Practice Management Service Agreement

(the “ LT Service Agreement ”) with LT Global Practice Management (“ LT Global ”), which entity is

owned by the wife of Mr.

Jacob Cohen, the Company’s Chief Executive Officer and Chairman.

Pursuant to the agreement, LT Global

agreed to provide us virtual professionals at the rate of between $1,800 to $3,500 on a full-time basis per virtual professional.

agreement has a term beginning on January 15, 2025, and continuing until either party provides the other at least 30 days prior written

The agreement includes customary confidentiality requirements of the parties, indemnification requirements, and other provisions.

Party Loans and Advances

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As of December 31, 2022, the total unpaid amount

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

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

administrative expenses.

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

Enterprises to $89,200 as of December 31, 2022.

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

amount owed to Cohen Enterprises to $0 as of December 31, 2023.

The Company further recorded a credit of $6,473 towards imputed

interest, as other income (previously calculated at a rate of 8% per annum) against the related party advances for the year ended

December 31, 2023.

December 10, 2021, the Company received an advance of $70 from ZipDoctor, Inc., a wholly owned subsidiary of its then sole shareholder,

American International, which was used to open and establish the Company’s bank account.

The advance bears no interest and is due

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

The amount owed to

ZipDoctor was $70 as of December 31, 2021.

Imputed interest equal to 8% per annum, or $0, was recorded against the related party advance

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

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

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

as of December 31, 2022.

The amount was paid in full on May 24, 2022 and the amount owed to ZipDoctor was $0 as of December 31, 2022.

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

to $0 as of December 31, 2023.

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

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

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

Cohen, the Company’s

Chief Executive Officer and Chairman.

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

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

Cohen, the Company’s

Chief Executive Officer and Chairman.

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

April 1, 2024, the Company borrowed $100,000 from Cohen Enterprises, Inc., which is owned and controlled by Jacob D.

Cohen, the Company’s

Chief Executive Officer and Chairman.

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

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

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

The amount borrowed did not accrue interest.

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

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

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

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

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

The Cohen Note is due upon the earlier of

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

bankruptcy events occurring.

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

of the Company.

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

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

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

Pursuant to the Note Purchase,

Mill End purchased all of Cohen Enterprises rights under the Cohen Note, issued by the Company as borrower, to Cohen Enterprises, as

lender, in the original amount of $150,000, in consideration for $150,000.

The terms of the note remain unchanged, however, the note

is no longer considered a related party note.

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

Pursuant to the Debt Conversion Agreement, the

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

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

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

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

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

3 unchanged sentences

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

November 18, 2022, the Company entered into a Secured Installment Promissory Note with a vendor for the purchase of equipment in the

amount of $78,260.

The note bears no interest unless an event of default occurs, and then it bears interest at the rate of 10% per annum

until paid in full.

The Note Payable was payable in installments, requiring payments of $5,000 on each of January 1, 2023, February 1,

2023, and March 1, 2023, with a $31,630 payment due on April 1, 2023 and a final payment due on May 1, 2023.

The January 1 and March

1, 2023 payments were timely made and on March 23, 2023, the Company elected to pay off the remaining balance of $63,260.

The outstanding

balance on December 31, 2022 was $78,260 and as of December 31, 2023, was $0.

The outstanding balance on December 31, 2022 was $78,260

and on December 31, 2023, was $0.

March 1 , 2024, the Company borrowed $37,500 from

Ronin Equity Partners , which is owned and controlled by Jacob D.

Cohen, the Company’s

Chief Executive Officer and Chairman.

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

On March 18 ,

2024, the Company borrowed $50,000 from Cohen Enterprises, Inc.

, which is owned and

controlled by Jacob D.

Cohen, the Company’s Chief Executive Officer and Chairman.

The amount borrowed is payable on demand and does

not accrue interest.

Approval and Ratification of Related Party Transactions

our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification

of transactions, such as those described above, with our executive officers, directors and significant shareholders.

However, all of

the transactions described above were approved and ratified by our directors.

In connection with the approval of the transactions described

above, our directors took into account various factors, including his fiduciary duty to the Company;

the relationships of the related

parties described above to the Company;

the material facts underlying each transaction;

the anticipated benefits to the Company and related

costs associated with such benefits;

whether comparable products or services were available;

and the terms the Company could receive

from an unrelated third party.

Audit Committee is tasked with reviewing related party transactions to determine whether such transactions are fair to the Company and

2 unchanged sentences

of interests and all related party transactions of the Company (“ Related Party Transactions ”).

The Audit Committee, in undertaking

such review and will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate, in determining

whether to approve a Related Party Transaction:

(1) the fairness of the terms for the Company (including fairness from a financial point

The Audit Committee,

in undertaking such review and will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate,

in determining whether to approve a Related Party Transaction:

(1) the fairness of the terms for the Company (including fairness from

a financial point of view);

(2) the materiality of the transaction;

(3) bids / terms for such transaction from unrelated parties;

(4) the structure of

the transaction;

the structure of the transaction;

(5) the policies, rules and regulations of the U.S.

federal and state securities laws;

(6) the policies of the Committee;

(6) the policies

of the Committee;

and (7) interests of each related party in the transaction.

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

December 31, 2024

December 31, 2023

Audit Related Fees

18 unchanged sentences

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statement of Changes in Stockholders' Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules:

1 unchanged sentence

Exhibits required by Item 601 of Regulation S-K

Underwriting Agreement, dated December 15, 2023, between Mangoceuticals, Inc.

and Boustead Securities, LLC

Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021

Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022

Certificate of Amendment to Certificate of Formation, as amended and restated of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 8, 2024

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 2024

Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 2024

Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 2024

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on June 27, 2024

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

Bylaws of Mangoceuticals, Inc.

Certificate of Formation of Mango & Peaches, Inc., as filed with the Secretary of State of Texas on December 10, 2024

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

Bylaws of Mango & Peaches, Inc .

Common Stock Purchase Warrant granted to Boustead Securities, LLC evidencing the right to acquire 87,500 shares of common stock (dated March 23, 2023)

4 unchanged sentences

to Boustead Securities, LLC on January 22, 2024

Common Share Purchase Warrant dated April 4, 2024, granted to Platinum Point Capital LLC

Common Share Purchase Warrant dated June 28, 2024, granted to Platinum Point Capital LLC

Form of Common Share Purchase Warrant between Mangoceuticals, Inc.

and the holders thereof (December 2024 Offering)

Description of the Registrant’s Securities

6 unchanged sentences

Executive Employment Agreement dated August 31, 2022, between Mangoceuticals, Inc.

and Jonathan Arango

Mangoceuticals, Inc.

2 unchanged sentences

Cohen (750,000 option shares)

Stock Option Agreement dated August 31, 2022 between Mangoceuticals, Inc.

and Jonathan Arango (500,000 option shares)

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

and PHX Global, LLC

Consulting Agreement dated September 6, 2022, between Mangoceuticals, Inc.

and Ezekiel Elliott

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

and David Sandler

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

and Hsiaoching Chou

Service Agreement dated September 22, 2022, by and between Mangoceuticals, Inc.

and Greentree Financial Group, Inc.

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

1 unchanged sentence

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

and Eugene M.

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

October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc.

5 unchanged sentences

Lorraine D’Alessio

Consulting Agreement dated November 1, 2022, between Mangoceuticals, Inc.

and White Unicorn, LLC

Master Services Agreement dated December 1, 2022, between Mangoceuticals, Inc.

and Global Career Networks, Inc.

Consulting Agreement dated December 21, 2022, between Mangoceuticals, Inc.

and Chartered Services, LLC

Waiver Agreement dated December 30, 2022, between Mangoceuticals, Inc.

2 unchanged sentences

and DojoLabs Group, Inc.

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

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

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

1 unchanged sentence

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

and Bethor, Ltd

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

and Sultan Haroon

10 unchanged sentences

Stock Option Agreement dated May 1, 2023 between Mangoceuticals, Inc.

and Amanda Hammer (150,000 option shares)

and Amanda Hammer

Service Agreement dated September 1, 2023, by and between Mangoceuticals, Inc.

13 unchanged sentences

2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 – Jacob Cohen – 1,250,000 shares

Mangoceuticals, Inc.

2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 - Jacob Cohen - 1,250,000 shares

First Amendment to the Mangoceuticals, Inc.

2 unchanged sentences

2022 Equity Incentive Plan

Securities Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc.

and Platinum Point Capital LLC

Equity Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc.

and Platinum Point Capital LLC

Registration Rights Agreement (SPA), dated April 4, 2024, entered into between Mangoceuticals, Inc.

and Platinum Point Capital LLC

Registration Rights Agreement (ELOC), dated April 4, 2024, entered into between Mangoceuticals, Inc.

and Platinum Point Capital LLC

Patent Purchase Agreement dated April 24, 2024, by and between Mangoceuticals, Inc., as purchaser and Intramont Technologies, Inc., as seller

Omnibus Amendment Agreement No.

1 dated June 27, 2024, entered into between Mangoceuticals, Inc.

and Platinum Point Capital LLC

Master Distribution Agreement dated July 2, 2024 and entered into on July 9, 2024, by and between Mangoceuticals, Inc.

and ISFLST, Inc.

$150,000 Promissory Note issued by Mangoceuticals, Inc.

in favor of Cohen Enterprises, Inc.

Consulting Agreement dated November 11, 2024, and effective October 1, 2024, by and between Mangoceuticals, Inc.

and Eugene M.

Service Agreement dated December 2, 2024, by and between Mangoceuticals, Inc.

and Greentree Financial Group, Inc.

Patent Purchase Agreement dated December 13, 2024, by and between Mangoceuticals, Inc., as purchaser and Greenfield Investments, Ltd, as seller

Parent Subsidiary Contribution Agreement dated December 13, 2024, by and between Mangoceuticals, Inc.

and Mango & Peaches Corp.

Amended and Restated Executive Employment Agreement dated December 13, 2024 and effective December 1, 2024, by and between Mangoceuticals, Inc.

and Jacob Cohen

Note Purchase Agreement dated December 13, 2024, by and between Cohen Enterprises, Inc., and Mill End Capital Ltd.

Form of Securities Purchase Agreement relating to the sale of 1,650,000 shares of Series B Convertible Preferred Stock and Warrants to Purchase 1,650,000 shares of Common Stock, between Mangoceuticals, Inc.

(December 2024 Offering)

Debt Conversion Agreement dated January 15, 2025, between Mangoceuticals, Inc.

and Mill End Capital Ltd.

Consulting Agreement dated January 15, 2025, between Mangoceuticals, Inc.

and Antonios “Tony” Isaac

August 27, 2024, Payment Plan Letter Agreement between Mangoceuticals, Inc.

and Barstool Sports, Inc.

relating to $516,250 of outstanding debt

January 10, 2025, Debt Purchase Agreement, between MAAB Global and Barstool Sports Inc.

First Amendment to Payment Plan Letter Agreement between Mangoceuticals, Inc.

and MAAB Global, dated January 27, 2025

Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (MSA)

Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (Consulting Agreement)

LT Global Practice Management Service Agreement dated January 28, 2025, between Mangoceuticals, Inc.

and LT Global Practice Management

Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor

Form Common Stock Subscription Agreement (February 2025)

First Amendment to Employment Agreement dated February 6, 2025, between Mangoceuticals, Inc.

and Amanda Hammer

February 11, 2025, Letter Amending April 24, 2024 Patent Purchase Agreement, between Mangoceuticals, Inc.

and Intramont Technologies

Form of Common Stock Subscription Agreement (February 2025)

Second Amendment to the Mangoceuticals, Inc.

2022 Equity Incentive Plan

Second Amended and Restated Mangoceuticals, Inc.

2022 Equity Incentive Plan

Code of Business Conduct and Ethics

1 unchanged sentence

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

Mangoceuticals, Inc.

Policy on Insider Trading

Consent of Turner, Stone & Company, L.L.P.

25 unchanged sentences

been marked with “ [***] ” to indicate where omissions have been made.

The Registrant agrees to furnish supplementally an unredacted

copy of the Exhibit to the SEC upon its request.

The Registrant agrees to furnish supplementally

an unredacted copy of the Exhibit to the SEC upon its request.

Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

A copy of any omitted schedule or

Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request;

provided, however that Mangoceuticals,

may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or

Exhibit so furnished.

Form 10–K Summary.

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

Mangoceuticals,

April 1, 2024

Mangoceuticals, Inc.

March 20, 2025

and Chief Executive Officer

8 unchanged sentences

registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman

April 1, 2024

(Principal Executive Officer)

/s/ Eugene M.

Chief Financial Officer

April 1, 2024

(Principal Financial/Accounting Officer)

/s/ Lorraine D’Alessio

April 1, 2024

Executive Officer and Chairman

March 20, 2025

Executive Officer)

Financial Officer

March 20, 2025

Financial/Accounting Officer)

Antonios “ Tony ” Isaac

March 20, 2025

“ Tony ” Isaac

Lorraine D’Alessio

April 1, 2024

March 20, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures