10-K: Mangoceuticals Faces Mounting Losses, Going Concern Warning Amid Strategic Shifts

Mangoceuticals, Inc. reported a significant increase in net loss for 2025, alongside a going concern warning, as it navigates strategic shifts into digital assets and new product development.

Summary

• Mangoceuticals, Inc. reported a net loss of $20,643,455 for the year ended December 31, 2025, a substantial increase from the $8,707,226 net loss in 2024.
• Revenues decreased to $456,021 in 2025 from $615,873 in 2024, primarily due to issues with the transition and migration to a new telehealth platform.
• Operating expenses significantly increased to $18,282,735 in 2025 from $8,351,957 in 2024, driven by higher stock-based compensation and investor relations expenses.
• The company received a 'going concern' explanatory paragraph from its independent registered public accounting firm, indicating substantial doubt about its ability to continue operations without additional funding.
• Cash and cash equivalents increased to $1,486,338 as of December 31, 2025, from $58,653 in 2024, primarily due to financing activities.
• Working capital improved to $0.6 million in 2025 from a deficit of $1.3 million in 2024.
• The company is pursuing a Digital Asset Treasury (DAT) strategy, planning to deploy up to $100 million in Solana-focused digital assets, aiming for 7-8% annual staking yields, but has not yet deployed funds and requires significant capital.
• A 1-for-15 reverse stock split was effected on October 16, 2024, reducing outstanding common shares from approximately 35.5 million to 2.4 million.
• The company settled a false advertising lawsuit with Eli Lilly and Company for $20,000 cash and agreed to cease marketing its Tirzepatide-based TRIM products on MangoRx.com.
• Jacob D. Cohen, CEO and Chairman, increased his voting control over Mango & Peaches Corp., a subsidiary holding substantially all of the company's assets, to 75.2% through the issuance of common and Series A Super Majority Voting Preferred Stock.
• The company faces a Nasdaq delisting risk due to non-compliance with the minimum bid price requirement and potential limitations on future reverse stock splits.
• Outstanding Series C Convertible Cumulative Preferred Stock accrues a 6% cumulative dividend, with arrearages totaling $1,978,109 as of December 31, 2025, which can be paid in cash, common stock, or by increasing the stated value.
• The company relies exclusively on Epiq Scripts, LLC, a related party (52% owned by CEO Jacob Cohen), for pharmacy compounding and fulfillment services, with the agreement assigned to Mango & Peaches Corp.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly negative filing due to significantly increased net losses, a going concern warning, revenue decline, and substantial reliance on dilutive financing, despite some strategic initiatives and cash on hand.

Positives

• Cash and cash equivalents significantly increased to $1,486,338 as of December 31, 2025, from $58,653 in 2024, indicating successful capital raising efforts.
• Working capital improved to a positive $0.6 million as of December 31, 2025, from a deficit of $1.3 million in 2024.
• The company is actively pursuing new strategic initiatives, including a Digital Asset Treasury (DAT) strategy focused on Solana, aiming for 7-8% annual staking yields and diversification.
• Acquired patents for respiratory illness prevention technology (Intramont Technologies) and nutraceutical compositions (Greenfield Investments, Ltd.), expanding its intellectual property portfolio.
• Settled a lawsuit with Eli Lilly and Company for $20,000, resolving a significant legal challenge related to product marketing.

Negatives

• Net loss significantly increased to $20,643,455 in 2025 from $8,707,226 in 2024, indicating a worsening financial performance.
• Revenues decreased by 25.9% to $456,021 in 2025 from $615,873 in 2024, attributed to issues with telehealth platform transition.
• Total operating expenses more than doubled to $18,282,735 in 2025 from $8,351,957 in 2024, primarily due to increased stock-based compensation and investor relations expenses.
• The company received a 'going concern' warning from its auditor, highlighting substantial doubt about its ability to continue operations without additional funding.
• Accumulated deficit grew to $40,647,480 as of December 31, 2025, from $20,004,486 in 2024.
• The company is not in compliance with Nasdaq's minimum bid price requirement and faces potential delisting, with limitations on future reverse stock splits.
• Outstanding Series C Preferred Stock accrues a 6% cumulative dividend, with arrearages of $1,978,109 as of December 31, 2025, which could further strain cash or lead to dilution if paid in stock.
• Significant reliance on related party Epiq Scripts, LLC for pharmacy services, which is 52% owned by the CEO, raising potential conflict of interest concerns.
• CEO Jacob D. Cohen's increased voting control (75.2%) over the subsidiary Mango & Peaches Corp., which holds substantially all company assets, limits other shareholders' influence.
• The company filed a lawsuit against its former technology consulting firm, Clarity Ventures, Inc., seeking over $73 million in damages, indicating significant operational issues with its platform development.

Risks

• The company needs additional funding to support operations and execute its business plan, which may not be available on favorable terms, if at all, and could lead to significant dilution for existing shareholders.
• A limited operating history and limited revenues make it difficult for potential investors to evaluate the business and forecast future performance.
• Products are not FDA-approved and have not undergone clinical trials, posing potential safety risks, product liability claims, and regulatory enforcement actions.
• The FDA may determine that the compounding of products does not fall within the Section 503A exemption of the FFDCA Act, prohibiting sales or requiring costly changes.
• Significant reliance on related party transactions, particularly with Epiq Scripts, LLC (52% owned by the CEO), creates potential conflicts of interest and operational dependencies.
• The company faces intense competition from larger pharmaceutical and wellness companies with greater resources and established brand names.
• Data security breaches, malicious code, hackers, and other disruptions could compromise sensitive customer information, harm reputation, and lead to significant liability.
• Changes in consumer tastes, economic downturns, inflation, and interest rates could limit demand for products and negatively affect business.
• Inability to protect intellectual property and trade secrets, or claims of infringement from third parties, could be costly and limit product sales.
• Compliance with complex and evolving federal and state healthcare, telehealth, privacy, and consumer protection laws and regulations may increase costs or adversely affect operations.
• The company's Solana treasury strategy exposes it to high volatility, limited liquidity, counterparty risks, and potential changes in accounting or regulatory classification of digital assets as 'securities'.
• The company is not currently in compliance with Nasdaq's minimum bid price requirement and faces potential delisting, which could adversely affect stock price and liquidity.
• Jacob D. Cohen, CEO and Chairman, has significant voting control over the subsidiary holding most assets, limiting other shareholders' influence and potentially delaying or preventing a change in control.
• Potential competition from former executive officers, especially if non-compete clauses are unenforceable due to regulatory changes, could negatively impact profitability.
• Disruptions in the global supply chain or inability to maintain agreements with suppliers could delay product sales.
• The company is exposed to risks associated with credit card and online payment chargebacks and fraud.
• Higher labor costs due to statutory and regulatory changes could materially adversely affect financial results.
• Failure to adequately manage aggressive growth strategy may harm the business or increase the risk of failure.
• Acquisitions, if pursued, may disrupt operations, distract management, and introduce unforeseen liabilities.
• Government shutdowns could delay regulatory approvals, inspections, or capital raising efforts.

Future Outlook

The company plans to continue its aggressive growth strategy by expanding operations through increased marketing, making additional technology enhancements to its platform, further developing and advertising mens health and wellness products, and identifying strategic acquisitions. It intends to commence operations for Dermytol in Q3 2026 and complete additional studies for its respiratory illness prevention technology in Q1 2026. The company also plans to deploy up to $100 million in a Solana-focused digital asset treasury, aiming for 7-8% annual staking yields, and is exploring other DeFi initiatives, all of which require significant additional capital. The company expects to incur substantial operating expenses and losses in the foreseeable future and will need additional funding to support its operations for the next 12 months.

Management Comments

• We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to market our PRIME and Compounded Products, expand product offerings and enhance technology and infrastructure and further invest into, develop and market our recently acquired intellectual properties, including our patented respiratory illness prevention technology and Dermytol.
• Our current capital resources, combined with the net proceeds from recent offerings are not expected to be sufficient for us to fund operations for the next 12 months. We will need funding in the future however to support our operations.
• We believe that our ability to compete depends upon many factors both within and beyond our control, including our marketing efforts; the flexibility and variety of our product offerings relative to our competitors, and our ability to timely launch new product initiatives; the quality and price of products offered by us and our competitors; our reputation and brand strength relative to our competitors; customer satisfaction; the size and composition of our customer base; the convenience of the experience that we provide; our ability to comply with, and manage the costs of complying with, laws and regulations applicable to our business; and our ability to cost-effectively source and distribute the products we offer and to manage our operation.
• We believe that this overall strategy will drive significant customer traffic to our platform, including direct type-in traffic and organic online search traffic.
• We believe our platform provides us cost advantages and efficiencies to offer customers affordable prices and to generate increased revenues over time.
• The Board of Directors and management team are committed to acting in the best interests of the Company, its stockholders and its stakeholders.

Industry Context

StockSavvy.ai notes that Mangoceuticals operates in the highly competitive and rapidly evolving mens health, wellness, and telemedicine industries. The company faces significant competition from larger, more established players like Hims & Hers Health, Inc., Roman, Henry Meds, Pfizer (Viagra), Lilly ICOS LLC (Cialis), Merck & Co. (Propecia), Johnson & Johnson (Rogaine), and Novo Nordisk (Ozempic, Wegovy). While the market for ED drugs is projected to contract globally, the U.S. market is expected to grow, suggesting a regional opportunity for Mangoceuticals. The hair loss prevention market is also projected to grow, driven by changing lifestyles and increased emphasis on appearance. The global male hypogonadism market and the semaglutide market are experiencing rapid growth, indicating strong demand for the types of products Mangoceuticals offers. However, the company's reliance on compounded, non-FDA-approved drugs and its new, speculative digital asset treasury strategy introduce unique risks not typically seen in traditional pharmaceutical or telemedicine companies, potentially differentiating its risk profile from direct competitors.

Comparison to Industry Standards

• The global erectile dysfunction drugs market was valued at $3.63 billion in 2020 and is projected to contract to $2.95 billion by 2028, while the U.S. market for ED drugs is estimated at $1.1 billion in 2021 and is projected to increase at a 7.4% CAGR through 2030. Mangoceuticals' Mango ED product competes in this market.
• The hair loss prevention products market size was valued at $23.6 billion in 2021 and is projected to reach $31.5 billion by 2028, growing at a CAGR of 4.2%. Mangoceuticals' Mango GROW product competes with established brands like Propecia (Merck & Co.) and Rogaine (Johnson & Johnson).
• The global male hypogonadism market size was $3.1 billion in 2020 and is projected to reach $5.1 billion by 2030, growing at a CAGR of 5.1%. Mangoceuticals' Mojo product targets this market.
• The semaglutide market size grew from $20.54 billion in 2023 to $23.07 billion in 2024 and is expected to reach $36.87 billion in 2028. Mangoceuticals' SLIM product competes with major players like Novo Nordisk (Ozempic and Wegovy).
• The company's compounded products are not FDA-approved, unlike many competitors' offerings, which means they have not undergone the same rigorous clinical trial protocols for safety and effectiveness, posing a different risk profile compared to FDA-approved drugs.

Management Changes

Corporate Governance

Legal Proceedings

• Eli Lilly and Company filed a complaint on October 31, 2024, alleging false and misleading advertising for the company's TRIM product. The lawsuit was settled on June 23, 2025, with the company agreeing to pay $20,000 in cash and cease marketing Tirzepatide-based TRIM products on MangoRx.com.
• Boustead Securities, LLC initiated an arbitration action on February 18, 2025, claiming over $1,000,000 in cash and warrants for financial advisory services. The company believes these claims are without merit and intends to vigorously defend itself.
• The company filed a lawsuit on August 6, 2025, against Clarity Ventures, Inc., its former technology consulting and software development firm, seeking damages exceeding $73 million for failure to deliver a functional platform. Clarity Ventures, Inc. has denied the allegations and asserted counterclaims for alleged unpaid invoices.

Related Party Transactions

• Master Services Agreement and Consulting Agreement with Epiq Scripts, LLC: Epiq Scripts is 52% owned by Jacob D. Cohen, the company's CEO and Chairman. These agreements, assigned to Mango & Peaches Corp. on January 30, 2025, make Epiq Scripts the exclusive provider of pharmacy and compounding services. The company paid Epiq Scripts $60,000 initially and pays fixed fees per prescription/pill. Related party costs of revenues were $151,213 in 2025.
• Parent Subsidiary Contribution Agreement with Mango & Peaches Corp.: On December 13, 2024, the company contributed substantially all its assets to Mango & Peaches Corp., a wholly-owned subsidiary. On May 13, 2025, Mango & Peaches issued 4,892,906 common shares and 100 Series A Super Majority Voting Preferred Stock to Jacob Cohen, giving him 75.2% voting control over Mango & Peaches Corp.
• Loans from The Tiger Cub Trust: The company borrowed $100,000 on May 2, 2025, and $75,000 on December 4, 2025, from The Tiger Cub Trust, controlled by Jacob D. Cohen. These notes bore 18% interest per annum. The $100,000 note was amended on July 21, 2025, to be convertible into common stock at $1.785 per share, and warrants to purchase 50,000 shares were granted. Both notes were prepaid in full on December 19, 2025, with make-whole premiums.
• Debt Conversion Agreement with Mill End Capital Ltd.: On January 15, 2025, the company converted a $150,000 promissory note (originally from Cohen Enterprises, Inc., owned by Jacob D. Cohen, then sold to Mill End) into 100,000 shares of restricted common stock at $1.50 per share.
• LT Global Practice Management Service Agreement: On January 28, 2025, the company entered into an agreement with LT Global Practice Management, an entity owned by the wife of Jacob D. Cohen, for virtual professional services at rates between $1,800 to $3,500 per full-time virtual professional.
• Compensation to Jacob D. Cohen: His employment agreement was amended on April 24, 2025, increasing his base salary to $420,000/year, office allowance to $10,000/month, and car allowance to $5,000/month. He was also issued 200,000 shares of common stock on April 10, 2025, and 500,000 shares on September 9, 2025, as bonuses. His stock options were repriced on March 16, 2026.
• Compensation to Eugene M. Johnston: As CFO, his consulting agreement was amended on March 20, 2026 (effective October 1, 2025), increasing his monthly pay to $4,000 (then $6,000 from March 1, 2026). He was issued 100,000 shares of common stock on September 9, 2025, as a bonus.
• Compensation to Directors: Independent directors Lorraine DAlessio, Alex P. Hamilton, and Dr. Kenny Myers each received 25,000 shares of common stock on April 10, 2025, and 100,000 shares on September 9, 2025, as bonuses.
• Consulting Agreement with The Loev Law Firm, PC: On September 16, 2025, the company issued 100,000 shares for legal services to The Loev Law Firm, PC, whose managing partner, David M. Loev, is the brother-in-law of Jacob Cohen.

Stakeholder Impact

• Shareholders: Face significant dilution from ongoing equity financings, warrant exercises, and preferred stock conversions. The increased net loss and going concern warning indicate substantial financial risk. Jacob Cohen's majority voting control over the primary operating subsidiary limits other shareholders' influence. Nasdaq delisting risk could further reduce liquidity and share value.
• Employees: Management changes, including the termination of the COO, may impact morale and operational stability. The company's aggressive growth strategy and need for additional personnel could create new opportunities but also strain existing resources.
• Customers: The transition to a new telehealth platform caused revenue issues, potentially impacting customer experience. The reliance on compounded, non-FDA-approved products carries inherent safety risks, which could affect customer trust if adverse events occur. The settlement with Eli Lilly regarding false advertising for a product (TRIM) could also erode customer confidence.
• Creditors: The 'going concern' warning and recurring net losses indicate increased credit risk. While some related-party debt has been converted to equity or repaid, the need for future funding suggests continued reliance on debt or equity, impacting the company's ability to meet obligations.
• Suppliers: The exclusive reliance on Epiq Scripts, a related party, for compounding services creates a single point of failure risk. Any disruption in Epiq Scripts' operations or licensing could impact the company's ability to fulfill orders.

Next Steps

• Continue using current marketing and management strategies and providing quality products with excellent customer service.
• Expand operations organically or through acquisitions in the technology, health, and wellness space, funding permitting.
• Make additional and ongoing technology enhancements to the platform.
• Further develop, market, and advertise additional mens health and wellness related products on the telemedicine platform.
• Identify strategic acquisitions that complement the company's vision.
• Complete additional tests and studies for patented respiratory illness prevention technology in Q1 2026 to determine commercialization and monetization efforts.
• Prepare marketing and distribution strategy for Dermytol and commence operations under this agreement in Q3 2026.
• Raise significant additional funds to implement the Digital Asset Treasury (DAT) strategy, including deploying up to $100 million in Solana holdings.
• Leverage existing shelf registration statement for capital raising through ATM, registered direct, or underwritten offerings for DAT initiatives.
• Obtain a state license for Epiq Scripts, LLC in Alabama by the end of Q1 2026 to expand product sales nationally.
• Vigorously defend against the arbitration action brought by Boustead Securities, LLC.
• Vigorously pursue claims and defend against counterclaims in the lawsuit against Clarity Ventures, Inc.

Key Dates

Recommendation

The company's financial performance is severely deteriorating, evidenced by a substantial increase in net loss and a 'going concern' warning from its auditor. Revenues declined, while operating expenses, particularly stock-based compensation and investor relations, surged. The Nasdaq delisting risk, coupled with significant dilution from ongoing equity raises and conversions, presents a highly unfavorable outlook for shareholders. While strategic initiatives like the digital asset treasury and new IP acquisitions are noted, they are speculative, require substantial additional funding, and introduce new, unquantified risks. The heavy reliance on related-party transactions, especially with the CEO's controlled entities, raises corporate governance concerns. Given the severe financial distress, operational challenges, and high-risk strategic pivots, a seasoned investor would likely recommend a strong sell.

Keywords

Mens Wellness, Telemedicine, Erectile Dysfunction, Hair Loss, Hormone Therapy, Weight Management, Compounded Drugs, FDA Exemption, Digital Assets, Solana, Cryptocurrency Treasury, SEC Filing, 10-K, Financial Performance, Going Concern, Nasdaq Listing, Stock Dilution, Related Party Transactions, Intellectual Property, Regulatory Risk, Product Liability, Corporate Governance