S-1: Mangoceuticals Files S-1 for Resale of 2.6M Shares Amidst Losses

Mangoceuticals, Inc. filed an S-1 registration statement for the resale of up to 2,640,178 shares of common stock by selling stockholders, while reporting significant recurring net losses and a going concern doubt.

Summary

• The company connects consumers to licensed healthcare professionals via its website, MangoRx.com, for telehealth services and men's wellness products.
• Products include Mango ED, Mango GROW (hair loss), Mojo (hormone balance), and Slim (weight loss), all compounded products not FDA-approved, and Prime (FDA-approved oral testosterone undecanoate).
• Compounded Products are produced and fulfilled by Epiq Scripts, LLC, a related party pharmacy 52% owned by CEO Jacob D. Cohen.
• The company is conducting Phase II clinical trials for patented respiratory illness prevention technology, with initial studies completed in Q4 2025 and additional tests expected in Q1 2026.
• A Master Distribution Agreement with Propre Energie, Inc. aims to license intellectual property for Dermytol, a plant-based skincare brand, with operations intended to commence in Q2 2026.
• Revenues for the three months ended September 30, 2025, decreased to $84,246 from $133,368 in the prior year, primarily due to issues with the transition to a new telehealth platform.
• Net loss for the three months ended September 30, 2025, increased to $7,618,776 from $1,999,694 in the prior year, mainly due to higher stock-based compensation.
• For the nine months ended September 30, 2025, revenues were $361,661, down from $510,626 in the same period of 2024, also attributed to telehealth platform transition issues.
• Net loss for the nine months ended September 30, 2025, was $17,874,085, a significant increase from $6,758,630 in the same period of 2024, driven by decreased revenue, increased general and administrative expenses related to IP acquisitions, and higher stock-based compensation.
• The company had a working capital deficit of $0.2 million as of September 30, 2025, and $1.3 million as of December 31, 2024.
• Cash on hand was $481,281 as of September 30, 2025, up from $58,653 as of December 31, 2024, mainly due to financing activities.
• The company's independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.
• A subsidiary reorganization on December 13, 2024, contributed substantially all assets to Mango & Peaches Corp., with CEO Jacob D. Cohen receiving shares that will give him super-majority voting control (75.5% initially, potentially 92.8% with bonus conversion).
• The company settled a lawsuit with Eli Lilly and Company for $20,000 and agreed to stop marketing Tirzepatide-based TRIM products on its website.
• An arbitration action was brought by Boustead Securities, LLC against the company claiming over $1,000,000 in fees for services, which the company intends to vigorously defend.

Sentiment

Score: 2

Explanation: The company faces severe financial challenges, including significant and increasing net losses, a substantial accumulated deficit, and a going concern doubt from its auditors. While there are growth strategies and new product initiatives, the current financial performance and heavy reliance on related party transactions, coupled with dilution risks, present a highly unfavorable outlook for investors.

Positives

• The company is actively developing and marketing a range of men's wellness products (ED, hair loss, hormone balance, weight management) and an FDA-approved TRT product.
• Ongoing Phase II clinical trials for patented respiratory illness prevention technology could lead to future commercialization.
• Plans to launch Dermytol, a plant-based skincare brand, in Q2 2026, diversifying product offerings.
• The company utilizes a data-driven marketing strategy to measure consumer behavior and optimize campaigns.
• Subscription plans are offered for recurring revenue, providing predictability and ongoing customer engagement.
• The company's compounded products use a sublingual (RDT) delivery system, which is believed to offer faster absorption and convenience compared to traditional oral or injectable methods.
• Cash on hand increased to $481,281 as of September 30, 2025, from $58,653 at December 31, 2024, due to financing activities.

Negatives

• The company has a limited operating history and has generated only limited revenues to date, with no assurance of future revenue generation or profitability.
• Recurring net losses: $8,707,226 for 2024, $9,212,417 for 2023, and $17,874,085 for the nine months ended September 30, 2025.
• Accumulated deficit of $37,877,913 as of September 30, 2025, and $20,004,486 as of December 31, 2024.
• Revenues decreased for the three and nine months ended September 30, 2025, compared to the same periods in 2024, mainly due to issues with telehealth platform transition.
• The company's independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.
• Significant reliance on related party transactions, particularly with Epiq Scripts, LLC (52% owned by CEO Jacob D. Cohen), for pharmacy and compounding services.
• Compounded products are not FDA-approved and have not undergone FDA clinical trial protocols, posing risks of serious side effects, litigation, and governmental action.
• The publicly disclosed formulas for compounded products can be replicated by competitors, potentially limiting market share and competitive advantage.
• The company faces intense competition from larger pharmaceutical companies and other wellness platforms with greater resources and brand recognition.
• The CEO, Jacob D. Cohen, has significant control over the company and its subsidiary Mango & Peaches Corp. (75.5% voting control, potentially 92.8% with bonus conversion), which could limit other shareholders' influence.
• Outstanding Series B and Series C Preferred Stock include liquidation preferences ($55,000 for Series B, $19.6 million for Series C) that are payable before common stockholders in a liquidation event.
• The issuance of common stock upon conversion of preferred stock and exercise of warrants will cause immediate and substantial dilution to existing shareholders.
• The company is subject to an arbitration action by Boustead Securities, LLC claiming over $1,000,000 in fees, which could result in significant legal costs.
• The company's stock price has been highly volatile, trading as high as $65.55 and as low as $0.52 per share since its IPO.
• Certain outstanding warrants include anti-dilution and reset rights, which could further decrease exercise prices and cause significant dilution.
• The Equity Purchase Agreement (ELOC) allows for the sale of up to $25 million in common stock at a discount to market prices, leading to potential significant dilution.
• The company has no intention of declaring dividends on common stock in the foreseeable future, making investors dependent on stock price appreciation.

Risks

• Need for additional funding, which may not be available on favorable terms and could cause significant dilution to existing shareholders.
• Limited operating history and difficulty in forecasting business success in a relatively new consumer product segment.
• Inability to successfully commercialize Pharmaceutical Products or future men's wellness products.
• Intense competition from companies with greater financial, technological, managerial, and R&D resources.
• Intellectual property infringement or misappropriation claims, which could be costly to defend and limit product sales.
• Risk of focusing limited resources on less profitable products or services.
• Reliance on Epiq Scripts, LLC (a related party) for pharmacy compounding services, which is licensed in only 49 states and D.C., limiting national sales.
• The Master Services Agreement with Epiq Scripts does not address product liability claims, potentially forcing the company to seek indemnification through costly legal actions.
• Exclusive rights and non-use fees owed to Epiq Scripts under the Master Services Agreement may limit future operations and increase costs.
• Potential for social media and influencer marketing to adversely affect reputation or lead to fines/penalties due to problematic claims.
• Failure to maintain, protect, or enhance the 'Mango' brand due to negative publicity, governmental investigations, or litigation.
• Inability to scale operations fast enough to reduce cost of sales and achieve profitability.
• Economic downturns, high inflation, and increasing interest rates could limit consumer demand for discretionary products.
• Disruptions in the global supply chain or inability to secure qualified vendors for product compounds.
• Reliance on independent third-party transportation providers, subject to risks like strikes, capacity constraints, and increased costs.
• Failure of Telemedicine Providers to attract and retain qualified physicians, limiting growth strategy.
• Risk of physicians being reclassified as employees of Telemedicine Providers, leading to significant additional expenses.
• Credit card and online payment chargebacks and fraud, potentially leading to liability, reputational harm, and termination of payment processing capabilities.
• Security breaches, loss of data, and other disruptions compromising sensitive information, leading to liability and reputational damage.
• Fluctuations in tax obligations and effective tax rate due to changes in tax laws or audit outcomes.
• Product liability claims due to potential side effects of compounded products, which are not FDA-approved, potentially leading to substantial damages or recalls.
• Risk that the FDA may determine compounded products do not fall within the Section 503A exemption, prohibiting sales or requiring costly FDA approval.
• Evolving government regulations and enforcement activities in healthcare, privacy, data protection, and consumer protection, leading to increased compliance costs or operational changes.
• Dependence on senior management, particularly CEO Jacob D. Cohen, who has other professional obligations and potential conflicts of interest.
• Concentration of voting control in Mango & Peaches Corp. by Jacob D. Cohen, limiting other shareholders' influence.
• Anti-takeover provisions in corporate documents and Texas law could discourage changes in control or management.
• Liquidation preferences of Series B and Series C Preferred Stock could result in common stockholders receiving no consideration upon liquidation.
• Dilution from future equity issuances, including conversion of preferred stock, exercise of warrants, and sales under the ELOC.
• Volatility of common stock trading price and potential delisting from Nasdaq.
• Lack of research coverage by securities or industry analysts could adversely affect stock price and trading volume.

Future Outlook

The company plans to continue using its current marketing and management strategies, providing quality products with excellent customer service, and expanding operations organically or through acquisitions in the technology, health, and wellness space, funding permitting. It intends to make additional technology enhancements to its platform, further develop and market additional men's health and wellness products, and identify strategic acquisitions. The company is also evaluating potential strategic alternatives to unlock and maximize shareholder value, including mergers, acquisitions, divestitures, and business combinations, but there is no assurance any specific transaction will be completed. Studies for its patented respiratory illness prevention technology are anticipated to be completed in Q1 2026, which will determine next commercialization steps. The Dermytol brand launch is planned for Q2 2026.

Management Comments

• "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 in general, the faster we are able to scale up our operations, the lower our cost of sales, as a percentage of revenue, will be, as we believe that certain economies of scale exist with our operations."
• "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."
• "The Board of Directors and management team are committed to acting in the best interests of the Company, its stockholders and its stakeholders."
• "The Company does not intend to make any further public comment regarding the review of strategic alternatives until it has been completed or the Company determines that a disclosure is required by law or otherwise deemed appropriate."
• "We believe we can conduct truthful and non-misleading promotional activities, including activities involving the use of testimonials and surrogates, with limited claims that do not require substantial evidence derived from adequate and well-controlled clinical trials and which do not include efficacy claims."

Industry Context

The men's wellness telemedicine market is a growing sector, particularly in areas like erectile dysfunction (ED), hair loss, testosterone replacement, and weight management. The global ED drugs market was valued at $3.63 billion in 2020 but is projected to contract to $2.95 billion by 2028 due to poor patient compliance and cost-effective imitation medicines, though the U.S. market is expected to grow at a 7.4% CAGR through 2030. The hair loss prevention products market was valued at $23.6 billion in 2021 and is projected to reach $31.5 billion by 2028. The global male hypogonadism market was $3.1 billion in 2020, projected to reach $5.1 billion by 2030. The semaglutide market grew to $23.07 billion in 2024 and is expected to reach $36.87 billion in 2028. The company competes with larger 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). The company aims to differentiate through branding, advertising, unique compounding, and sublingual delivery systems.

Comparison to Industry Standards

• The global Erectile Dysfunction Drugs Market is projected to contract to $2.95 billion in 2028 from $3.63 billion in 2020, due to poor patient compliance and imitation medicines. The company believes its Mango ED product, being easy to use and competitively priced, will not suffer from these limitations.
• The U.S. market for erectile dysfunction drugs, estimated at $1.1 billion in 2021, is projected to increase at a 7.4% compound annual growth rate through 2030, indicating a growing domestic opportunity for the company's ED products.
• The hair loss prevention products market 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%, suggesting a healthy market for the company's Mango GROW product.
• 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%, indicating a growing market for the company's Mojo product and Prime TRT.
• The semaglutide market grew from $20.54 billion in 2023 to $23.07 billion in 2024 (CAGR of 12.3%) and is expected to reach $36.87 billion in 2028, driven by diabetes prevalence and demand for effective therapies, suggesting strong market potential for the company's Slim product.
• The company competes against much larger pharmaceutical companies like Pfizer (Viagra), Lilly ICOS LLC (Cialis), Merck & Co. (Propecia), Johnson & Johnson (Rogaine), and Novo Nordisk (Ozempic, Wegovy), which have substantially greater financial, technological, managerial, and R&D resources. The company's competitive advantage is stated to be its branding, advertising, unique compounding, and sublingual product delivery system.

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, seeking declaratory judgment, injunction, corrective advertising, compensatory damages, and attorneys' fees. The company settled this lawsuit on June 23, 2025, by paying $20,000 and agreeing to refrain from marketing Tirzepatide-based TRIM products on its website.
• Boustead Securities, LLC initiated an arbitration action on February 18, 2025, with FINRA, claiming over $1,000,000 in fees and warrants for financial advisory services. The company believes this claim lacks merit and intends to vigorously defend against it.

Related Party Transactions

• Epiq Scripts, LLC, a compounding pharmacy, is 52% owned and controlled by Jacob D. Cohen, the company's CEO and Chairman. The company has an exclusive Master Services Agreement and Consulting Agreement with Epiq Scripts for pharmacy and compounding services, which were assigned to Mango & Peaches Corp. on January 30, 2025.
• The company paid Epiq Scripts a one-time $45,000 technology systems setup fee and a $15,000 upfront retainer upon entry into the Master Services Agreement.
• Consultants Sultan Haroon, John Helfrich, Justin Baker, and Maja Matthews, who are also employees of Epiq Scripts, received an aggregate of 23,332 shares of common stock for consulting services in January 2023.
• The First Addendum to the Master Services Agreement with Epiq Scripts (September 15, 2023) grants Epiq Scripts certain rights of first negotiation and first refusal for pharmacy services in new jurisdictions or if the company seeks to provide services internally, and a 1% fee on gross sales if services are transferred to another provider in a 'Current Jurisdiction'.
• Jacob D. Cohen, CEO and Chairman, has provided loans to the company from entities he owns or controls (Ronin Equity Partners, Cohen Enterprises, Inc., The Tiger Cub Trust).
• A $150,000 promissory note (Cohen Note) from Cohen Enterprises, Inc. (owned by Jacob D. Cohen) was sold to Mill End Capital Ltd. on December 13, 2024, and subsequently converted into 100,000 shares of restricted common stock on January 15, 2025.
• On May 2, 2025, the company borrowed $100,000 from The Tiger Cub Trust (controlled by Jacob D. Cohen) via a Promissory Note with an 18% annual interest rate. This note was amended on July 21, 2025, to be convertible into common stock at $1.785 per share and included warrants to purchase 50,000 shares.
• LT Global Practice Management, an entity owned by the wife of Mr. Jacob Cohen, entered into a service agreement on January 28, 2025, to provide virtual professionals at rates between $1,800 to $3,500 per professional per month.
• The December 13, 2024, Parent Subsidiary Contribution Agreement with Mango & Peaches Corp. (a wholly-owned subsidiary) resulted in Jacob D. Cohen receiving 1,700,000 common shares and 100 Series A Super Majority Voting Preferred Stock shares of Mango & Peaches, giving him 75.5% voting control over the subsidiary's assets and operations. He also has the right to earn a $10 million bonus convertible into up to 20,000,000 Mango & Peaches common shares, potentially increasing his voting control to 92.8%.
• The Loev Law Firm, PC, whose managing partner David M. Loev is Jacob Cohen's brother-in-law, received 100,000 shares for legal services rendered on September 16, 2025.

Stakeholder Impact

• Shareholders face significant dilution risks from future equity financings, conversion of preferred stock, and exercise of warrants, as well as from sales under the ELOC.
• Common stockholders are subordinate to Series B and Series C Preferred Stock holders in liquidation, with substantial liquidation preferences totaling over $19.6 million.
• The concentration of voting control in CEO Jacob D. Cohen through Mango & Peaches Corp. limits the influence of other shareholders on corporate decisions.
• Employees and management are impacted by the company's financial instability and need for additional funding, which could affect job security and future compensation.
• Customers may experience disruptions in service or product availability if the company's reliance on Epiq Scripts or Telemedicine Providers faces issues, or if regulatory challenges impact product sales.
• Suppliers and creditors face risks due to the company's recurring net losses and going concern doubt, which could affect the company's ability to meet its financial obligations.
• The settlement of the Eli Lilly lawsuit and the ongoing arbitration with Boustead Securities, LLC could impact the company's financial resources and reputation.

Next Steps

• 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 the Master Distribution Agreement in Q2 2026.
• Obtain a state license from Alabama for Epiq Scripts, LLC by the end of Q1 2026 to enable product sales in that state.
• Continue to make additional and ongoing technology enhancements to the telehealth platform.
• Further develop, market, and advertise additional men's health and wellness related products on the telemedicine platform.
• Identify strategic acquisitions that complement the company's vision, funding permitting.
• Solicit shareholder approval for the issuance of Mango & Peaches Common Shares and Mango & Peaches Series A Shares to Jacob D. Cohen.
• Vigorously defend against the arbitration action brought by Boustead Securities, LLC.

Key Dates

Recommendation

The company is in a precarious financial position, evidenced by substantial and increasing net losses, a significant accumulated deficit, and an explicit 'going concern' doubt from its auditors. Revenues are declining, and operating expenses, particularly stock-based compensation, are high. The extensive related-party transactions, especially the CEO's super-majority voting control over the primary operating subsidiary, raise significant corporate governance concerns and potential conflicts of interest. The ongoing arbitration and product liability risks further compound the uncertainty. While there are growth strategies and new product initiatives, the fundamental financial instability and high dilution risk make this a highly speculative and unfavorable investment. A seasoned investor would likely view these factors as strong indicators to divest.

Keywords

Men's Wellness, Telehealth, Compounded Drugs, Erectile Dysfunction, Hair Loss, Testosterone Replacement Therapy, Weight Management, FDA Exemption, SEC Filing, S-1 Registration, Equity Dilution, Going Concern, Related Party Transactions, Pharmaceutical Products, Dermytol, Respiratory Illness Prevention, Nasdaq Capital Market, MGRX