MGRX.NASDAQMangoceuticals, INC
10-Q: Mangoceuticals Reports Q3 Loss Amid Revenue Decline, Strategic Shifts
Sentiment:
Quarterly Report
Mangoceuticals, Inc. reported a significantly increased net loss for the third quarter and first nine months of 2025, driven by higher operating expenses and a drop in revenue, despite an improved cash position from financing activities.
Delay expectedThe company's revenues decreased mainly due to issues involving the transition and migration from its original telemedicine and software platform to its new telehealth platform.A government shutdown could delay or suspend the review, approval, or inspection of pharmaceutical and compounded products, including ongoing or planned clinical trials for patented respiratory illness prevention technology.Delays in FDA review or inspection could prevent the timely commercialization of Pharmaceutical Products or compounded products and materially impact anticipated revenues.A government shutdown may delay or interrupt the issuance of regulatory guidance, approvals for advertising claims, or inspections of manufacturing facilities, leading to delayed product launches, halted production, or increased compliance costs.Any closure of the SEC due to a government shutdown or operational disruption could delay the review and effectiveness of registration statements for capital raises, limiting the company's ability to fund operations and strategic initiatives.
Capital raiseThe company anticipates the need for additional funding to continue operations at current levels and to cover public company costs for the next 12 months.Future funding may be required to expand or complete acquisitions.Such funding is expected to be raised through the offering of debt or equity, which may not be available on favorable terms or at all.The company currently has no more availability under its Equity Line of Credit (ELOC) with the April 2024 Purchaser.Funding may also be received from the exercise of outstanding warrants.The company is evaluating potential strategic alternatives, including mergers, acquisitions, divestitures, and business combinations, which could involve capital raising activities.
Worse than expectedRevenues for the three months ended September 30, 2025, decreased to $84,246 from $133,368 in the prior year, indicating a significant decline in sales.Net loss for the three months ended September 30, 2025, increased to $7,618,776 from $1,999,694 in the prior year, representing a substantial widening of losses.Net loss for the nine months ended September 30, 2025, increased to $17,874,085 from $6,758,630 in the prior year, showing a worsening financial performance over the longer term.The company has an accumulated deficit of $37,877,913 and a working capital deficit of $0.2 million, leading to a 'going concern' warning from its auditors, which is a severe indicator of financial distress.
Summary
- Net loss for the three months ended September 30, 2025, increased to $7,618,776 from $1,999,694 in the prior year, primarily due to higher stock-based compensation.
- Revenues for the three months ended September 30, 2025, decreased to $84,246 from $133,368 in the same period of 2024, mainly due to issues with telemedicine platform transition.
- Net loss for the nine months ended September 30, 2025, significantly widened to $17,874,085 from $6,758,630 in the prior year, attributed to decreased revenue and increased general and administrative expenses, including those related to intellectual property acquisitions and distribution agreements.
- Cash and cash equivalents increased to $481,281 as of September 30, 2025, from $58,653 at December 31, 2024, primarily due to financing activities.
- Total current liabilities as of September 30, 2025, were $804,275, with a working capital deficit of $0.2 million.
- The company settled a lawsuit with Eli Lilly and Company for $20,000 in cash and agreed to stop marketing and selling its Tirzepatide-based TRIM products.
- A Master Distribution Agreement with Navy Wharf, Ltd. for Diabetinol was rescinded, leading to the cancellation of 1,000,000 common shares previously issued.
- The company is conducting Phase II clinical trials for patented respiratory illness prevention technology, with studies anticipated to be completed in Q4 2025.
- A new Master Distribution Agreement with Propre Energie, Inc. for Dermytol (plant-based formulations for skin care) is in preparation, with operations expected to commence in Q1 2026.
- The company's Chief Operating Officer, Amanda Hammer, was terminated effective October 22, 2025, with a separation payment of nine months' regular compensation.
- The Board of Directors initiated a process to evaluate potential strategic alternatives to maximize shareholder value, including mergers, acquisitions, and new business lines.
Sentiment
Score: 2
Explanation: The company faces significant financial challenges, including substantial net losses, declining revenue, and a 'going concern' warning. While there are efforts to diversify and raise capital, the current operational and financial performance is highly concerning, indicating a very negative sentiment.
Positives
- Cash and cash equivalents significantly increased to $481,281 as of September 30, 2025, from $58,653 at December 31, 2024, primarily through financing activities.
- The company successfully collected $1,150,000 in subscriptions receivable during the nine months ended September 30, 2025.
- The settlement of the Eli Lilly lawsuit for $20,000 resolves a significant legal proceeding, removing potential ongoing litigation costs and uncertainty.
- The company is actively pursuing new product lines and intellectual property, including Dermytol for skin care and patented respiratory illness prevention technology, indicating diversification efforts.
- The initiation of a strategic alternatives review process aims to unlock and maximize shareholder value, potentially leading to beneficial corporate actions.
Negatives
- Net loss for the three months ended September 30, 2025, increased by $5,613,704 to $7,618,776 compared to $1,999,694 in the prior year, mainly due to higher stock-based compensation.
- Net loss for the nine months ended September 30, 2025, increased by $11,110,077 to $17,874,085 compared to $6,758,630 in the prior year.
- Revenues decreased for both the three-month period ($84,246 vs. $133,368) and nine-month period ($361,661 vs. $510,626) ended September 30, 2025, primarily due to issues with telemedicine platform transition.
- General and administrative expenses for the nine months ended September 30, 2025, increased to $3,644,718 from $2,146,517, driven by legal, consulting, accounting, and intellectual property acquisition expenses.
- Salaries and benefits increased to $1,797,361 for the nine months ended September 30, 2025, from $795,255 in the prior year, due to new management and staff engagements.
- Investor relations expenses significantly increased to $1,558,319 for the nine months ended September 30, 2025, from $438,000, reflecting expanded efforts to raise public awareness of the stock.
- The company has a working capital deficit of $0.2 million and an accumulated deficit of $37,877,913 as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern.
- The Master Distribution Agreement with Navy Wharf, Ltd. for Diabetinol was rescinded, resulting in the cancellation of 1,000,000 common shares and the removal of $4,750,000 from intangible assets.
- An arbitration action was brought by Boustead Securities, LLC claiming over $1,000,000 in cash and warrants for services, which the company intends to vigorously defend against.
- The company's COO, Amanda Hammer, was terminated, indicating a significant management change and potential disruption.
Risks
- Ability to obtain additional funding, the terms of such funding, and dilution caused thereby.
- Limited operating history, limited product production, and limited revenues to date.
- Ability to execute growth strategy, scale operations, and attract members and customers.
- Effect of governmental shutdowns, pandemics, and governmental responses on operations, vendors, customers, and the economy.
- Risks associated with products not being, and not expected to be, approved by the U.S. Food and Drug Administration (FDA) and lacking the benefit of FDA clinical trial protocols.
- Risks that the FDA may determine that the compounding of products does not fall within the exemption from the Federal Food, Drug and Cosmetic Act (FFDCA Act) provided by Section 503A thereof.
- Significant reliance on related party transactions and risks associated with such relationships and agreements.
- Effect of data security breaches, malicious code, and/or hackers.
- Competition and ability to create a well-known brand name.
- Changes in consumer tastes and preferences.
- Material changes and/or terminations of relationships with key parties.
- Significant product returns from customers, product liability, recalls, and litigation associated with tainted products or products found to cause health issues.
- Ability to innovate, expand offerings, and compete against competitors with greater resources.
- Ability to prevent credit card and payment fraud.
- Risks associated with inflation, changes in interest rates, tariffs and trade wars, and economic downturns, including potential recessions, as well as macroeconomic, geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russian conflict and Israel/Hamas conflict) and other large-scale crises.
- Risk of unauthorized access to confidential information.
- Ability to protect intellectual property and trade secrets, claims from third-parties regarding intellectual property violations, and potential lawsuits.
- Ability to adequately support future growth.
- Outcome of lawsuits, litigation, regulatory matters, or claims.
- Certain terms and provisions of governing documents which may prevent a change of control, provide for indemnification of officers and directors, limit liability, and allow the board to issue blank check preferred stock.
- Volatile nature of the trading price of common stock; dilution experienced by investors in offerings; and dilution which may be caused by future sales of securities.
- Risks in connection with current governmental shutdowns, which could delay product review/approval, regulatory guidance, or SEC registration statement effectiveness, impacting capital raising and commercialization efforts.
Future Outlook
The company plans to continue using its current marketing and management strategies, focusing on providing quality products and excellent customer service. It intends to expand operations organically and through acquisitions in the technology, health, and wellness space, funding permitting. This includes ongoing technology enhancements to its platform, further development and marketing of men's health and wellness products, and identifying strategic acquisitions. The company is also evaluating potential strategic alternatives, including mergers, acquisitions, divestitures, and business combinations, to unlock and maximize shareholder value, with no set timeline for completion.
Management Comments
- "We currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months."
- "We may also require additional funding in the future to expand or complete acquisitions."
- "Our plan for the next 12 months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise."
- "As our business continues to grow, customer feedback will be integral in making small adjustments to improve products and our overall customer experience."
- "We are headquartered in Dallas, Texas and intend to grow our business both organically and through identifying acquisition targets over the next 12 months in the technology, health and wellness space, funding permitting."
- "There is no assurance that the strategic review process will result in the approval or completion of any specific transaction or outcome."
Industry Context
Mangoceuticals operates in the growing men's wellness telemedicine sector, focusing on areas like erectile dysfunction, hair loss, testosterone replacement, and weight management. The company leverages a direct-to-consumer online platform and related party compounding pharmacies. Its strategy involves both compounded products (not FDA-approved under Section 503A exemption) and FDA-approved pharmaceuticals like Prime (oral testosterone undecanoate). The company is also expanding into respiratory illness prevention technology and plant-based skincare (Dermytol), indicating a diversification beyond its core men's health offerings. The industry faces intense competition, evolving consumer preferences, and stringent regulatory oversight, particularly concerning compounded drugs and telemedicine practices. The company's reliance on Section 503A exemptions for its compounded products highlights a specific regulatory risk within the pharmaceutical industry.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President and Director | Antonios Isaac | NA | 2025-07-01 | Resignation |
| Chief Operating Officer | Amanda Hammer | NA | 2025-10-22 | Termination of employment via Separation Agreement |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock | Reduced conversion price to a fixed $1.50 per share (from $2.25), reduced floor price to $1.50 per share (from $2.25), removed dividend rights (except for standard participatory rights), and excluded Mango & Peaches Corp. from the definition of Change of Control Transaction. | 2025-03-17 | Aims to make Series B Preferred Stock more attractive for conversion and provides flexibility regarding the Mango & Peaches subsidiary, but removes dividend rights for Series B holders. |
| Second Amendment to 2022 Equity Incentive Plan | Increased aggregate shares for awards to 10,000,000 plus an automatic annual increase (evergreen provision) of up to 10% of outstanding common stock or 2,000,000 shares, with a total cap of 26,000,000 shares. | 2025-03-17 | Significantly expands the pool of shares available for equity compensation, potentially leading to further dilution for existing shareholders but also providing more incentives for employees and consultants. |
| Establishment of Series A Super Majority Voting Preferred Stock for Mango & Peaches Corp. | Designated 100 shares of Series A Preferred Stock with 51% of total voting rights on all shareholder matters, no dividend, liquidation, redemption, or conversion rights. Includes protective provisions requiring supermajority approval for certain corporate actions. | 2025-01-09 | Grants significant control over Mango & Peaches Corp. to the holder of Series A Preferred Stock (Jacob Cohen), effectively consolidating voting power within the subsidiary. |
| Establishment of 6% Series B Convertible Cumulative Preferred Stock for Mango & Peaches Corp. | Designated 1,000,000 shares with 6% cumulative dividends (cash or in-kind), liquidation preference ($12.50 + accrued dividends), conversion rights into common stock at $1.50 per share (with beneficial ownership limits), no general voting rights, protective provisions, and optional redemption rights after three years. | 2025-07-03 | Creates a new class of preferred stock within the subsidiary, potentially for future capital raising for Mango & Peaches, offering specific investor rights and preferences. |
Legal Proceedings
- Eli Lilly and Company filed a complaint against the company for false and misleading advertising and promotion related to its TRIM product, seeking declaratory judgment, injunction, corrective advertising, profits, and damages. The company settled the complaint on June 23, 2025, by paying $20,000 in cash and agreeing to refrain from marketing and selling its Tirzepatide-based TRIM products.
- Boustead Securities, LLC brought an arbitration action against the company with FINRA, claiming over $1,000,000 in cash and warrants for financial advisory services. The company believes this claim has no basis or merit and intends to vigorously defend itself.
Related Party Transactions
- Cost of revenues related party, representing amounts paid to Epiq Scripts, LLC (52% owned by CEO Jacob Cohen), totaled $30,988 for Q3 2025 and $112,839 for YTD Q3 2025.
- On May 2, 2025, the company borrowed $100,000 from The Tiger Cub Trust, controlled by CEO Jacob D. Cohen, evidenced by a Promissory Note with 18% annual interest.
- On July 21, 2025, the Promissory Note with Tiger Cub was amended and restated into a Convertible Promissory Note, allowing conversion into common stock at $1.785 per share and granting warrants to purchase 50,000 common shares.
- On January 30, 2025, the company entered into Assignment, Assumption and Novation Agreements with Epiq Scripts, LLC, assigning rights and obligations under Master Services and Consulting Agreements to Mango & Peaches Corp. (subsidiary where CEO Jacob Cohen has significant ownership/voting control).
- On January 28, 2025, the company entered into an LT Global Practice Management Service Agreement with LT Global Practice Management, an entity owned by the wife of CEO Jacob Cohen, for virtual professional services at rates between $1,800 to $3,500 per full-time virtual professional.
- On April 24, 2025, the company amended CEO Jacob D. Cohen's employment agreement, increasing his base yearly compensation to $420,000 (from $360,000), increasing monthly office allowance to $10,000 (from $7,500), and monthly car allowance to $5,000 (from $2,500).
- On May 13, 2025, Mango & Peaches Corp. (subsidiary) issued 4,892,906 common shares and 100 Series A Super Majority Voting Preferred Stock to Jacob Cohen, giving him 49% common stock ownership and 51% voting control over Mango & Peaches.
- On September 9, 2025, CEO Jacob D. Cohen received 500,000 shares of common stock as a discretionary bonus and was granted options to purchase 2,000,000 shares of common stock.
- On September 16, 2025, the company issued 100,000 shares to The Loev Law Firm, PC, for legal services. David M. Loev, the managing partner, is the brother-in-law of CEO Jacob Cohen.
Stakeholder Impact
- **Shareholders**: Significant dilution from numerous common stock issuances for services, debt conversions, and warrant exercises. Increased net losses and a 'going concern' warning pose substantial risk to investment value. The strategic review process could lead to outcomes that significantly alter shareholder value.
- **Employees**: Engagement of new management and staff employees led to increased salaries and benefits. Termination of COO Amanda Hammer indicates management restructuring. Equity incentive plans provide potential benefits but are subject to stock performance.
- **Customers**: Transition issues with the telemedicine platform may have impacted customer experience. The rescission of the Diabetinol distribution agreement means a planned product will not be available. New product offerings like Dermytol could expand customer base.
- **Creditors**: Debt conversions to equity reduce outstanding debt but also reflect the company's need to manage liabilities. The 'going concern' warning indicates heightened risk for creditors.
- **Suppliers/Partners**: Termination of agreements (Navy Wharf, ArcStone, Smokeless, Strategem) indicates changes in partnerships. The ongoing arbitration with Boustead could affect future relationships with financial advisors.
Next Steps
- Continue using current marketing and management strategies.
- Continue 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 telemedicine platform.
- Further develop, market, and advertise additional men's health and wellness related products.
- Identify strategic acquisitions that complement the company's vision.
- Complete Phase II clinical trials and efficacy studies for patented respiratory illness prevention technology in Q4 2025.
- Prepare marketing and distribution strategy for Dermytol and commence operations under this agreement in Q1 2026.
- Continue to monitor and investigate irregular trading patterns and an unprecedented increase in shareholder accounts following the reverse stock split.
- Vigorously defend against the FINRA arbitration action brought by Boustead Securities, LLC.
- Evaluate potential strategic alternatives, including mergers, acquisitions, divestitures, and business combinations, to unlock and maximize shareholder value.
Key Dates
| Date | Description |
|---|---|
| 2022-09-28 | Company entered into a Lease Agreement for office space in Dallas, Texas, effective October 1, 2022. |
| 2023-03-20 | IPO underwriters granted warrants to purchase 5,833 shares of common stock, exercisable six months after this date. |
| 2023-12-15 | Company entered into an underwriting agreement with Boustead Securities, LLC for a public offering of 266,667 shares of common stock. |
| 2023-12-19 | Follow-On Offering closed, selling 266,667 shares of common stock for $1.2 million gross proceeds. Company issued a common stock purchase warrant to Boustead for 18,667 shares. |
| 2024-01-18 | Underwriters exercised over-allotment option in full to purchase an additional 40,000 shares of common stock. |
| 2024-01-22 | Sale of 40,000 shares from over-allotment option closed. Company issued a common stock purchase warrant to Boustead for 2,800 shares. |
| 2024-03-01 | Company borrowed $37,500 from Ronin Equity Partners (related party). |
| 2024-03-18 | Company borrowed $50,000 from Cohen Enterprises (related party). |
| 2024-03-25 | Stockholders approved an amendment to the Certificate of Formation to effect a reverse stock split. |
| 2024-03-28 | Company designated 6,000 shares of Series B Convertible Preferred Stock. |
| 2024-04-01 | Company borrowed $100,000 from Cohen Enterprises (related party). |
| 2024-04-05 | Initial Closing Date for Securities Purchase Agreement (SPA) with an institutional accredited investor, selling 500 shares of Series B Preferred Stock and warrants for $500,000. Also entered into an Equity Purchase Agreement (ELOC) and issued 66,667 commitment shares. |
| 2024-04-18 | Company designated 6,250,000 shares of 6% Series C Convertible Cumulative Preferred Stock. |
| 2024-04-24 | Company entered into a Patent Purchase Agreement with Intramont Technologies, Inc. for $20,000,000, payable by Series C Preferred Stock and cash. Also entered into Intellectual Property Purchase Agreement with Smokeless Technology Corp. and Consulting Agreement with Strategem Solutions Inc. |
| 2024-04-26 | Company partially closed a planned second closing under the SPA, receiving $150,000 for 150 shares of Series B Preferred Stock. |
| 2024-04-28 | Company and Purchaser entered into an Omnibus Amendment Agreement No. 1, amending the SPA closing schedule. Also, a holder of Series B Convertible Preferred Stock converted 100 shares into 73,333 common shares. |
| 2024-05-17 | Company closed the remaining portion of the Second Closing under the SPA, receiving $100,000 for an additional 100 shares of Series B Preferred Stock. |
| 2024-06-28 | Third Closing Date under the SPA, selling 750 shares of Series B Preferred Stock for $750,000 and issuing additional warrants. |
| 2024-07-12 | Company granted options to purchase 13,333 shares of common stock to Raffi Sahul. |
| 2024-08-26 | Company partially closed the Fourth Closing under the SPA, receiving $500,000 for 500 shares of Series B Preferred Stock. |
| 2024-09-26 | Company partially closed the Fourth Closing under the SPA, receiving $250,000 for 250 shares of Series B Preferred Stock. |
| 2024-10-02 | 190 shares of Series B Preferred Stock converted into 66,923 shares of common stock. |
| 2024-10-07 | Company's Board of Directors approved a 1-for-15 reverse stock split. Repaid $37,500 loan from Ronin Equity Partners. |
| 2024-10-08 | Company filed a Certificate of Amendment to its Certificate of Formation to affect the Reverse Stock Split. |
| 2024-10-16 | Reverse Stock Split became effective at 12:01 a.m. Eastern Time. Shares began trading on Nasdaq on a post-split basis. Also, 32 shares of Series B Preferred Stock converted into 23,467 common shares. |
| 2024-10-18 | 200 shares of Series B Preferred Stock converted into 93,299 shares of common stock. Company entered into a $150,000 promissory note (Cohen Note) with Cohen Enterprises, Inc. |
| 2024-10-31 | Eli Lilly and Company filed a complaint against the company in the Northern District of Texas Dallas Division. |
| 2024-12-13 | Mr. Cohen sold his $150,000 note to a third-party entity (Mill End Capital Ltd.). Company entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches. |
| 2024-12-18 | Company agreed to definitive terms on Securities Purchase Agreements (December 2024 SPAs) with institutional accredited investors, selling 250 shares of Series B Preferred Stock and warrants. |
| 2024-12-19 | Company agreed to definitive terms on December 2024 SPAs, selling 100 shares of Series B Preferred Stock and warrants. Company entered into a Patent Purchase Agreement (Greenfield Purchase Agreement) with Greenfield Investments, Ltd. |
| 2024-12-31 | Company agreed to definitive terms on December 2024 SPAs, selling 50 shares of Series B Preferred Stock and warrants. Amendment Letter with Intramont became effective. |
| 2025-01-03 | Company agreed to definitive terms on Securities Purchase Agreements (January 2025 SPAs), selling 300 shares of Series B Preferred Stock and warrants. |
| 2025-01-06 | Company agreed to definitive terms on January 2025 SPAs, selling 500 shares of Series B Preferred Stock and warrants, and 50 shares of Series B Preferred Stock and warrants. |
| 2025-01-09 | Mango & Peaches filed a Certificate of Designations of Series A Super Majority Voting Preferred Stock, effective this date. |
| 2025-01-15 | Mango & Peaches Series A Designation filed by Texas Secretary of State. Company sold final 250 shares of Series B Preferred Stock for $250,000. Company entered into Debt Conversion Agreement with Mill End. Entered into consulting agreements with 2 B MD, Alicia Stathopoulos, Victoria Valentine, Safaya Investment, and amended agreement with North York, Ltd. Entered into Consulting Agreement with Antonios Isaac. |
| 2025-01-27 | Company entered into a First Amendment to Payment Plan Letter Agreement with MAAB Global Ltd. |
| 2025-01-28 | Company entered into an LT Global Practice Management Service Agreement with LT Global Practice Management (related party). |
| 2025-01-30 | Eli Lilly filed an amended complaint. Company entered into two Assignment, Assumption and Novation Agreements (Epiq Scripts Assignments) with Epiq Scripts, LLC (related party). Company entered into a Master Distribution Agreement (MDA) with Propre Energie Inc. |
| 2025-02-03 | Company entered into a Subscription Agreement to sell 70,000 shares of common stock for $105,000. |
| 2025-02-06 | Company entered into a First Amendment to Employment Agreement with Amanda Hammer (Hammer Amendment). |
| 2025-02-07 | Company entered into a Subscription Agreement to sell 155,555 shares of common stock for $350,000. Entered into consulting agreements with Spartan Crest Capital Corp., Sendero Holdings, Ltd., and Pat Ceci. |
| 2025-02-10 | Company received Notice of Exercise for 140,000 warrants. |
| 2025-02-11 | Company issued 140,000 shares of common stock from warrant exercise. Received Notice of Exercise for 100,000 warrants. Amendment Letter with Intramont became effective. |
| 2025-02-12 | Company issued 100,000 shares of common stock from warrant exercise. A holder of Series B Convertible Preferred Stock converted 216 shares into 105,600 common shares. |
| 2025-02-14 | Company received Notice of Exercise for 80,000 warrants and issued 80,000 shares of common stock. |
| 2025-02-18 | Boustead brought an arbitration action against the Company with FINRA. |
| 2025-02-19 | Company entered into a Consulting Agreement with 6330 Investment & Consulting Gmbh. |
| 2025-02-24 | Company filed its response and affirmative defenses to Eli Lilly's amended complaint. |
| 2025-03-17 | Shareholders approved a Second Amendment to the 2022 Equity Incentive Plan. Shareholders approved an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock. |
| 2025-03-20 | Company entered into a Subscription Agreement to purchase 80,000 shares of common stock for $200,000. |
| 2025-03-24 | Company entered into a Master Distribution Agreement (Navy Wharf Agreement) with Navy Wharf, Ltd. |
| 2025-03-25 | Holders of Series B Convertible Preferred Stock converted 146, 116, and 350 shares into common stock. |
| 2025-03-26 | A holder of Series B Convertible Preferred Stock converted 218 shares into 159,866 common shares. |
| 2025-03-28 | Holders of Series B Convertible Preferred Stock converted 74, 260, and 58 shares into common stock. |
| 2025-04-02 | MAAB Global Ltd. converted $500,000 of debt into 333,333 shares of common stock. |
| 2025-04-03 | A holder of Series B Convertible Preferred Stock converted 350 shares into 256,667 common shares. |
| 2025-04-08 | Company entered into a Consulting Agreement with 2855322 Ontario Inc. |
| 2025-04-10 | Company issued 335,000 fully-vested common shares as discretionary bonuses to officers and directors. Entered into Consulting Agreement with Luca Consulting, LLC, and amended agreement with North York, Ltd. |
| 2025-04-11 | Company entered into a Securities Purchase Agreement with an institutional accredited investor, selling 100 shares of Series B Convertible Preferred Stock for $100,000. |
| 2025-04-15 | Company borrowed $500,000 from Indigo Capital LP, evidenced by a Promissory Note. |
| 2025-04-16 | Company amended Consulting Agreement with Spartan Crest Capital and entered into Consulting Agreement with Cardinal Advisors, Ltd. |
| 2025-04-18 | Company entered into a Consulting Agreement with ArcStone Securities and Investments Corp. |
| 2025-04-24 | Company entered into a First Amendment to Amended and Restated Executive Employment Agreement with Jacob D. Cohen. |
| 2025-04-28 | A holder of Series B Convertible Preferred Stock converted 100 shares into 73,333 common shares. |
| 2025-05-01 | A holder of Series B Convertible Preferred Stock converted 300 shares into 220,000 common shares. Company entered into a Consulting Agreement with LSTM Holdings, LLC. |
| 2025-05-02 | Company borrowed $100,000 from The Tiger Cub Trust (related party). |
| 2025-05-05 | Company entered into a Compromise Settlement Agreement and Mutual Release with 1800 Diagonal Lending, LLC, issuing 62,500 restricted common shares. |
| 2025-05-13 | Mango & Peaches issued 4,892,906 common shares and 100 Series A Super Majority Voting Preferred Stock to Jacob Cohen. |
| 2025-05-14 | MangoRx IP entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2025-05-15 | Mango & Peaches entered into a Terms of Service Agreement with Levo Healthcare Consulting, Inc. |
| 2025-05-22 | Company and Arcstone agreed to cancel their agreement and 50,000 shares. Company entered into three separate Mutual Rescission and Release Agreements with ArcStone, Smokeless, and Strategem. Company entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. |
| 2025-05-23 | Company entered into Consulting Agreements with Legend Consulting LLC and Joe Ontman. Entered into two Subscription Agreements with accredited investors, selling 70,454 units of common stock and warrants. |
| 2025-05-27 | Company entered into an Agreement to Amend Promissory Note with Indigo Capital LP, amending the Promissory Note into an Amended and Restated Convertible Promissory Note and granting warrants. |
| 2025-06-02 | A holder completed a cashless exercise of 294,643 equity-classified warrants, resulting in 93,731 common shares. Company issued 224,981 common shares pursuant to cashless exercise of 699,143 warrants. |
| 2025-06-05 | A holder of Series B Convertible Preferred Stock converted 100 shares into 73,333 common shares. Company delivered an Advance Notice to the Purchaser and sold 100,000 common shares under the ELOC. |
| 2025-06-09 | Company received Notice of Exercise for 100,000 warrants and issued 100,000 common shares. |
| 2025-06-10 | Company delivered Advance Notices to Platinum Point Capital and sold 261,667 common shares under the ELOC. |
| 2025-06-23 | Company and Eli Lilly entered into a Confidential Settlement and Mutual Release Agreement. |
| 2025-06-27 | Company paid the $20,000 settlement amount to Eli Lilly. |
| 2025-07-01 | Antonios Isaac resigned as President and Director. |
| 2025-07-02 | Company entered into a First Amendment to Consulting Agreement with LSTM. |
| 2025-07-03 | Mango & Peaches submitted for filing a Certificate of Designations of Series B Convertible Cumulative Preferred Stock. Company entered into a Consulting Agreement with Dr. Douglas Christianson. |
| 2025-07-16 | Indigo Capital LP converted its $500,000 note and $90,000 accrued interest into 393,333 common shares. |
| 2025-07-21 | Company entered into an Agreement to Amend Promissory Note with Tiger Cub, amending the note and granting warrants. |
| 2025-07-29 | A holder of outstanding warrants exercised warrants to purchase 198,000 common shares for $297,000. |
| 2025-07-30 | Company entered into a Mutual Rescission and Release Agreement with Navy Wharf, terminating the Navy Wharf Agreement. |
| 2025-08-26 | Company entered into a Subscription Agreement to purchase 161,290 shares of common stock for $250,000. |
| 2025-08-27 | Company entered into a Consulting Agreement with Amundson Media, LLC. |
| 2025-08-29 | Company entered into four Subscription Agreements to purchase 548,386 shares of common stock for $850,000. |
| 2025-09-09 | Company issued 900,000 fully-vested common shares as discretionary bonuses to officers and directors. Company granted options to purchase 2,000,000 shares of common stock to Jacob Cohen. |
| 2025-09-10 | Company entered into a First Amendment to Consulting Agreement with Luca Consulting, LLC and a Consulting Agreement with PHX Global, LLC. |
| 2025-09-16 | A holder of Series B Convertible Preferred Stock converted 500 shares into 366,667 common shares. Company issued 100,000 shares to The Loev Law Firm, PC for legal services. |
| 2025-09-25 | Company entered into a Second Amendment to Consulting Agreement with LSTM. |
| 2025-10-27 | Company entered into a new Lease Agreement for office space in Dallas, Texas. Company entered into a Separation Agreement with Amanda Hammer, its then Chief Operating Officer. |
Recommendation
strong sellMangoceuticals, Inc. presents a highly concerning financial picture. The company reported a substantial increase in net losses for both the quarter and nine-month period, coupled with a decline in revenue. The accumulated deficit is significant, and the auditors have issued a 'going concern' warning, indicating severe doubts about the company's ability to continue operations without additional funding. While the company has raised cash through financing activities, these have come at the cost of significant shareholder dilution through numerous common stock issuances, preferred stock conversions, and warrant exercises. The reliance on related-party transactions and the ongoing arbitration with Boustead add further layers of risk and uncertainty. The termination of the COO and the rescission of a major distribution agreement suggest operational instability. Despite efforts to diversify product lines and explore strategic alternatives, the current financial performance and inherent risks make this a 'strong sell' for any seasoned investor or institution, as the probability of further value erosion is high.
Keywords
Telemedicine, Men's Wellness, Erectile Dysfunction, Hair Loss, Testosterone Replacement Therapy, Weight Management, Compounded Drugs, FDA Exemption, Pharmaceutical Products, Intellectual Property, Dermytol, Respiratory Illness Prevention, SEC Filing, 10-Q, MGRX, Capital Raise, Going Concern, Stock-Based Compensation, Strategic Review
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