Mangoceuticals, Inc 10-Q for FY2024 Q2

Mangoceuticals, Inc. (MGRX)

10-Q 2024-08-14 For: 2024-06-30

Added on April 08, 2026

About this 10-Q

Mangoceuticals, Inc filed this 10-Q on August 14, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $163.16K; up 15.5% from $141.24K a year earlier
Net loss: $2.39M; compared with a net loss of $2.28M a year earlier
Diluted EPS: -$0.09; compared with -$0.14 a year earlier

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Texas		87-3841292
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15110 N. Dallas Parkway, Suite 600 Dallas, Texas		75248
(Address of principal executive offices)		(Zip Code)

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

Cautionary Statement Regarding Forward-Looking Information	1
Additional Information	3
Part I – FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive Loss	6
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	7
Condensed Consolidated Statements of Cash Flows	8
Notes to Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures about Market Risk	47
Item 4. Controls and Procedures	47
PART II - OTHER INFORMATION	48
Item 1. Legal Proceedings	48
Item 1A. Risk Factors	48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	52
Item 3. Defaults Upon Senior Securities.	54
Item 4. Mine Safety Disclosures	54
Item 5. Other Information.	54
Item 6. Exhibits	54

	●	our ability to obtain additional funding, the terms of such funding, and dilution caused thereby;

	●	the effect of pandemics on our operations, sales, and the market for our products;

	●	our ability to build and maintain our brand;

	●	cybersecurity, information systems and fraud risks and problems with our websites;

	●	our ability to expand and grow our operations, and successfully market our products;

	●	changes in, and our compliance with, rules and regulations affecting our operations, sales, and/or our products;

	●	shipping, production or manufacturing delays;

	●	our ability to increase sales;

	●	regulations we are required to comply with in connection with our operations, manufacturing, labeling and shipping;

	●	competition from existing competitors or new competitors or products that may emerge;

	●	our dependency on third-parties to prescribe and compound our erectile dysfunction (ED) product;

	●	our ability to establish or maintain relations and/or relationships with third-parties;

	●	potential safety risks associated with our Mango ED and Mango GROW products, including the use of ingredients, combination of such ingredients and the dosages thereof;

	●	the effects of changing inflation and interest rates, 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 ongoing conflict in and around Israel) and other large-scale crises;

	●	our ability to protect intellectual property rights;

	●	our ability to adequately support future growth;

	●	our ability to attract and retain key personnel to manage our business effectively; and

	●	other risk factors included under “1A. Risk Factors” below.

	●	Our need for additional funding, the availability and terms of such funding, and dilution caused thereby;

	●	The fact that we have a limited operating history, have produced only a limited amount of products and have generated only limited revenues to date;

	●	Our ability to execute our growth strategy and scale our operations and risks associated with such growth, and our ability to attract members and customers;

	●	The effect of pandemics and governmental responses thereto on our operations, those of our vendors, our customers and the economy in general;

	●	Risks associated with our products not being, and not expected to be, approved by the FDA and not having the benefit of the U.S. Food and Drug Administration (“FDA”)’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death;

	●	Risks that the FDA may determine that the compounding of our products does not fall within the exemption from the Federal Food, Drug and Cosmetic Act (“FFDCA Act”) provided by Section 503A thereof;

	●	Our significant reliance on related party transactions and risks associated with such related party relationships and agreements;

	●	The effect of data security breaches, malicious code and/or hackers;

	●	Competition and our ability to create a well-known brand name;

	●	Changes in consumer tastes and preferences;

	●	Material changes and/or terminations of our 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;

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

	●	Our Chairman and Chief Executive Officer, Jacob D. Cohen, having significant voting control over the company which may deter some investors;

	●	Our ability to prevent credit card and payment fraud;

	●	Risks associated with inflation, and increases in interest rates 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;

	●	The risk of unauthorized access to confidential information;

	●	Our ability to protect our intellectual property and trade secrets, claims from third-parties that we have violated their intellectual property or trade secrets and potential lawsuits in connection therewith;

	●	Our and our providers’ ability to comply with government regulations, changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, and our ability to comply with such new laws or regulations;

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

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

	●	The rights and preferences of our outstanding preferred stock, including liquidation preferences in connection therewith and dilution caused by the conversion thereof;

	●	Dilution caused by the sale of securities and the conversion of outstanding preferred stock, convertible securities, and warrants;

	●	Certain terms and provisions of our governing documents which may prevent a change of control, and which provide for indemnification of officers and directors, limit the liability of officers or directors, and provide for the board of director’s ability to issue blank check preferred stock; and

	●	The volatile nature of the trading price of our common stock; dilution experienced by investors in the offering; and dilution which may be caused by future sales of securities.

	June 30, 2024 (Unaudited)			December 31, 2023
ASSETS

CURRENT ASSETS
Cash	$	490,243		$	739,006
Inventory		14,019			18,501
Prepaid expenses - related party		13,299			60,953
TOTAL CURRENT ASSETS		517,561			818,460

NON-CURRENT ASSETS
Property and equipment, net of accumulated depreciation of $1,749 and $28,752		3,313			96,129
Right of use - asset		90,011			119,262
Intangible assets – acquired patents		14,610,000			-
TOTAL NON-CURRENT ASSETS		14,703,324			215,391

OTHER ASSETS
Deposits		16,942			16,942
TOTAL OTHER ASSETS		16,942			16,942
TOTAL ASSETS	$	15,237,827		$	1,050,793

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	718,650		$	140,765
Payroll tax liabilities		4,687			6,595
Notes payable to related parties		187,500			-
Right-of-use liability - operating lease		67,428			63,718
Other liabilities – patent purchase payable		400,000			-
TOTAL CURRENT LIABILITIES	$	1,378,265		$	211,078
LONG-TERM LIABILITIES
Right-of-use liability - operating lease		30,117			64,961
TOTAL LONG-TERM LIABILITIES		30,117			64,961

TOTAL LIABILITIES	$	1,408,382		$	276,039

COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)		-			-

STOCKHOLDERS’ EQUITY
Series B Convertible Preferred stock, (par value $0.0001, 6,000 shares authorized), of which 2,145 and 0 shares were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		-			-
Series C Convertible Preferred par value $0.0001, 6,250,000 shares authorized) of which 980,000 and 0 shares were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		98			-
Preferred stock,value		98			-
Common stock (par value $0.0001, 200,000,000 shares authorized, of which 29,135,451 and 21,419,500 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)		2,913			2,142
Stock warrants		514,496			-
Subscription receivable		(1,000,000	)		-
Additional paid in capital		30,300,213			12,000,785
Accumulated deficit		(15,986,733	)		(11,228,173	)
Accumulated other comprehensive loss		(1,166	)		-
TOTAL STOCKHOLDERS’ EQUITY		13,829,821			774,754
Non-controlling interest		(376	)
TOTAL STOCKHOLDERS’ EQUITY		13,829,445			774,754

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,237,827		$	1,050,793

	For The Three Months			For The Three Months			For The Six Months			For The Six Months
	Ended			Ended			Ended			Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Revenues
Revenues	$	163,163		$	141,237		$	377,258		$	241,959

Cost of revenues		29,665			25,592			50,460			49,345
Cost of revenues - related party		63,706			28,515			109,608			48,285
Gross profit		69,792			87,130			217,190			144,329

Operating expenses
General and administrative expenses		850,704			567,655			1,622,662			1,951,614
Salary and benefits		259,105			374,396			552,314			396,094
Advertising and marketing		229,244			797,263			1,081,627			912,997
Investor relations		40,000			90,500			183,000			519,465
Stock based compensation		859,380			549,574			1,313,845			1,215,542
Total operating expenses		2,238,433			2,379,388			4,753,448			4,995,712

Loss from operations		(2,168,641	)		(2,292,258	)		(4,536,258	)		(4,851,383	)

Other expense
Imputed interest - related party		-			(8,233	)		-			(6,473	)
Interest expense - amortization on discount		222,678			-			222,678			-
Total other expense		222,678			(8,233	)		222,678			(6,473	)

Loss before income taxes		(2,391,319	)		(2,284,025	)		(4,758,936	)		(4,844,910	)

Income taxes		-			-			-			-

Net loss		(2,391,319	)		(2,284,025	)		(4,758,936	)		(4,844,910	)

Net loss attributed to non-controlling interest		(340	)		-			(376	)		-

Net loss attributed to Mangoceuticals, Inc.		(2,390,979	)		(2,284,025	)		(4,758,560	)		(4,844,910	)

Basic and diluted loss per share
Basic and diluted loss per share	$	(0.09	)	$	(0.14	)	$	(0.19	)	$	(0.33	)

Weighted average number of shares outstanding
Basic and diluted		26,099,532			15,772,348			24,577,289			14,500,230

	For The			For The			For The			For The
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Net loss attributable to Mangoceuticals, Inc.	$	(2,391,319	)	$	(2,284,025	)	$	(4,758,936	)	$	(4,844,910	)

Other comprehensive expense
Foreign currency adjustments		(1,096	)		-			(1,166	)		-

Comprehensive loss		(2,392,415	)		(2,284,025	)		(4,760,102	)		(4,844,910	)

Other comprehensive expense
Net loss attributed to non-controlling interest		(340	)		-			(376	)		-

Comprehensive loss attributable to Mangoceuticals, Inc.		(2,392,075	)		(2,284,025	)		(4,759,726	)		(4,844,910	)

	Shares			Amount		Shares		Amount		Shares		Amount		Warrants		Receivable			Capital			Deficit			Loss			Interest			(Deficit)
	Preferred B Stock					Preferred C Stock				Common Stock				Stock		Subscriptions			Additional Paid-in			Accumulated			Total Comprehensive			Non-Controlling			Stockholders’ Equity
	Shares			Amount		Shares		Amount		Shares		Amount		Warrants		Receivable			Capital			Deficit			Loss			Interest			(Deficit)

Balance, December 31, 2022		-		$	-		-	$	-		13,365,000	$	1,337	$	-	$	-		$	2,628,449		$	(2,015,756	)	$	-		$	-		$	614,030

Issuance of common stock for services		-			-		-		-		700,000		70		-		-			699,930			-			-			-		$	700,000

Issuance of common stock for cash		-			-		-		-		1,250,000		125		-		-			4,999,875			-			-			-		$	5,000,000

Imputed interest		-			-		-		-		-		-		-		-			1,760			-			-			-		$	1,760

Options and warrants vested for services		-			-		-		-		-		-		-		-			64,271			-			-			-		$	64,271

Net loss		-			-		-		-		-		-		-		-			-			(2,560,885	)		-			-			(2,560,885	)

Balance, March 31, 2023		-		$	-		-	$	-		15,315,000	$	1,532	$	-	$	-		$	8,394,285		$	(4,576,641	)	$	-		$	-		$	3,819,176

Issuance of common stock for services		-			-		-		-		375,000		37		-		-			386,963			-			-			-		$	387,000

Issuance of common stock for cash		-			-		-		-		1,024,500		102		-		-			1,024,398			-			-			-		$	1,024,500

Imputed interest		-			-		-		-		-		-		-		-			(8,233	)		-			-			-		$	(8,233	)

Options and warrants vested for services		-			-		-		-		-		-		-		-			64,271			-			-			-		$	64,271

Net loss		-			-		-		-		-		-		-		-			-			(2,284,025	)		-			-			(2,284,025	)

Balance, June 30, 2023		-		$	-		-	$	-		16,714,500	$	1,671	$	-	$	-		$	9,861,684		$	(6,860,666	)	$	-		$	-		$	3,002,689

Balance, December 31, 2023		-		$	-		-	$	-		21,419,500	$	2,142	$	-	$	-		$	12,000,785		$	(11,228,173	)	$	-		$	-		$	774,754

Issuance of common stock for services		-			-		-		-		1,600,000		160		-		-			416,340			-			-			-			416,500

Issuance of common stock for cash		-			-		-		-		600,000		60		-		-			179,940			-			-			-			180,000

Options and warrants vested for services		-			-		-		-		-		-		-		-			37,965			-			-			-			37,965

Translation adjustment		-			-		-		-		-		-		-		-			-			-			(70	)		-			(70	)

Net loss		-			-		-		-		-		-		-		-			-			(2,367,581	)		-			(36	)		(2,367,617	)

Balance, March 31, 2024		-		$	-		-	$	-		23,619,500		2,362	$	-	$	-			12,635,030			(13,595,754	)		(70	)		(36	)		(958,468	)
Balance		-		$	-		-	$	-		23,619,500		2,362	$	-	$	-			12,635,030			(13,595,754	)		(70	)		(36	)		(958,468	)

Issuance of preferred stock B for cash		2,500			-		-		-		-		-		514,496		(1,000,000	)		1,985,504			-			-			-			1,500,000

Amortization of discount on preferred stock		-			-		-		-		-		-		-		-			222,678			-			-			-			222,678

Issuance of preferred stock C for patent acquisition		-			-		980,000		98		-		-							14,209,902			-			-			-			14,210,000

Issuance of common stock for services		-			-		-		-		2,642,308		264		-		-			808,136			-			-			-			808,400

Issuance of common stock for cash		-			-		-		-		950,000		95							388,175			-			-			-			388,270

Conversion of preferred stock B for common stock		(355	)		-		-		-		-		-		-		-			(390,500	)		-			-			-			(390,500	)

Issuance of common stock for conversion of preferred stock B		-			-		-		-		1,923,643		192		-		-			390,308												390,500

Options and warrants vested for services		-			-		-		-		-		-		-		-			50,980			-			-			-			50,980

Translation adjustment		-			-		-		-		-		-							-			-			(1,096	)		-			(1,096	)

Net loss		-			-		-		-		-		-							-			(2,390,979	)		-			(340	)		(2,391,319	)

Balance, June 30, 2024		2,145		$	-		980,000	$	98		29,135,451	$	2,913	$	514,496	$	(1,000,000	)	$	30,300,213		$	(15,986,733	)	$	(1,166	)	$	(376	)	$	13,829,445
Balance		2,145		$	-		980,000	$	98		29,135,451	$	2,913	$	514,496	$	(1,000,000	)	$	30,300,213		$	(15,986,733	)	$	(1,166	)	$	(376	)	$	13,829,445

	For the Six Months Ended			For the Six Months Ended
	June 30, 2024			June 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,758,936	)	$	(4,844,910	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		9,429			12,306
Issuance of common stock for services		1,224,900			1,087,000
Imputed interest expense		-			(6,473	)
Options vested for stock-based compensation		88,945			128,542
Loss on sale of assets		18,387			-
Amortization of discount on preferred stock		222,678			-
(Increase) decrease in operating assets:
Inventory		4,482			(23,494	)
Prepaid expenses		47,654			(41,015)	)
Operating lease right of use asset		29,251			27,082
(Decrease) increase in operating liabilities:
Accounts payable and accrued liabilities		577,885			96,530
Accounts payable and accrued liabilities		-			-
Operating lease right of use liabilities		(31,134	)		(27,862	)
Payroll tax liabilities		(1,908	)		3,408
NET CASH USED IN OPERATING ACTIVITIES		(2,568,367	)		(3,588,886	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			(3,519	)
Sale of property and equipment		65,000			-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		65,000			(3,519	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings on notes payable to related parties		187,500			-
Proceeds from sales of common stock for cash		568,270			5,000,000
Proceeds from sales of preferred stock for cash		1,500,000			-
Proceeds from exercise of warrants		-			1,024,500
Repayment on notes payable		-			(78,260	)
Repayment on notes payable - related party		-			(89,200	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,255,770			5,857,040

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
End of period		(247,597	)		2,264,635

CASH AND CASH EQUIVALENTS:
Beginning of period		739,006			682,860
Effects of currency translation on cash and cash equivalents		(1,166	)		-
End of period	$	490,243		$	2,947,495

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Supplemental schedule of non-cash investing and financing activities:
Issuance of Series C Convertible Preferred for patent acquisition	$	14,610,000		$	-
Series B Convertible Preferred converted to common stock	$	390,500		$	-

#	Initial Stated Value of Preferred Stock to be issued by installment		Warrants to be issued		Closing Date	Aggregate Purchase Price by installment (USD)
Initial Closing	$	550,000		3,300,000	Initial Closing Date	$	500,000 (“Initial Closing Amount”)
Second Closing	$	275,000			On or before June 30, 2024 (the “Second Closing Date”)	$	250,000 (“Second Closing Amount”)
Third Closing	$	825,000		1,500,000	On or before June 30, 2024	$	750,000 (“Third Closing Amount”)
Fourth Closing	$	1,100,000			Such date as is no later than 180 days (the “Fourth Closing Date”) after the shares of Common Stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act of 1933, as amended (the “Securities Act”), subject to any limitations pursuant to Rule 415	$	1,000,000.00 (the “Fourth Closing Amount”)
Total	$	2,750,000		4,800,000		$	2,500,000

	June 30,	June 30,
	2024	2023
Period-end spot rate	US$1=MX$0.54	N/A
Average rate	US$1=MX$0.58	N/A

	Level 1		Level 2		Level 3
	Fair Value Measurements at June 30, 2024
	Level 1		Level 2		Level 3
Assets
Cash	$	490,243	$	-	$	-
Total assets		490,243		-		-
Liabilities
Total liabilities		-		-		-
Fair value, net asset (liability)	$	490,243	$	-	$	-

	June 30, 2024			December 31, 2023

Computers		5,062			5,062
Equipment		119,819			119,819
Less accumulated depreciation:		(1,749	)		(28,752	)
Disposed equipment		(119,819	)		119,819
Property and equipment, net		3,313			96,129

	Options			Weighted Average Exercise Price
Outstanding, December 31, 2022		1,250,000		$	1.10
Granted		1,400,000		$	0.40
Exercised		-			-
Expired		-			-
Expired / Forfeited		(283,333	)		1.10
Outstanding, December 31, 2023		2,650,000		$	0.73
Exercisable, December 31, 2023		1,812,500		$	0.73
Outstanding, December 31, 2023		2,650,000		$	0.73

Granted		-		$	-
Exercised		-			-
Expired / Forfeited		(283,333	)		1.10
Outstanding, June 30, 2024		2,366,667		$	0.69
Exercisable, June 30, 2024		1,979,167		$	0.61

		Outstanding Options				Exercisable Options
Options Exercise Price Per Share		Shares		Life (Years)		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
$	1.10		1,116,667		4.03	$	1.10		729,167	$	1.10
$	0.32		1,250,000		4.50	$	0.32		1,250,000	$	0.32

Fair Value of Common Stock on measurement date	$	0.99 – 0.29
Risk free interest rate		3.83% - 3.30	%
Volatility		232.05% - 92.54	%
Dividend Yield		0	%
Expected Term		6.0 - 3.5

	(1)	The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date.
	(2)	The trading volatility was determined by calculating the volatility of the Company’s peer group.
	(3)	The Company does not expect to pay a dividend in the foreseeable future
	(4)	The Company, in accordance with staff accounting bulletin (“SAB”)14-D.2, used the simplified method (plain vanilla) to determine the overall expected term

	Warrants			Weighted Average Exercise Price
Outstanding, December 31, 2022		2,000,000		$	1.00
Granted		367,500			1.22
Exercised		(1,024,500	)		1.00
Expired		-			-
Cancelled		-			-
Outstanding, December 31, 2023		1,343,000			1.41
Exercisable, December 31, 2023		1,343,000			1.41
Outstanding, December 31, 2023		1,343,000			1.41

Granted		4,842,000			0.39
Exercised		-			-
Expired		-			-
Cancelled		-			-
Outstanding, June 30, 2024		6,185,000			0.55
Exercisable, June 30, 2024		6,185,000		$	0.55

		Outstanding and Vested Warrants
Weighted Average Warrant Exercise Price Per Share		Shares		Life (Years)
$	0.55		6,185,000		4.30

Fair Value of Common Stock on measurement date	$	0.21 - $0.73
Risk-free interest rate		From 2.95% to 4.38	%
Volatility		From 81.92% to 239.06	%
Dividend Yield		0	%
Expected Term		5 years

Maturity of Lease Liabilities at June 30, 2024	Amount
2024	$	35,950
2025		67,589
Total lease payments		103,539
Less: Imputed interest		(5,994	)
Present value of lease liabilities	$	97,545

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“FDA” means the U.S. Food and Drug Administration;
	●	“FFDCA Act” means the Federal Food, Drug and Cosmetic Act, which is a set of U.S. laws passed by Congress in 1938 giving authority to the FDA to oversee the safety of food, drugs, medical devices, and cosmetics;
	●	“NASDAQ” means the NASDAQ Capital Market;
	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

●	Overview. An overview of our current operations.

●	Recent Events. A summary of recent events affecting the Company.

●	Plan of Operations. A description of our plan of operations for the next 12 months including required funding.

●	Results of Operations. An analysis of our financial results comparing the three and six months ended June 30, 2024 and 2023.

●	Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.

	-	*Mango ED* - This product is produced at a compounding pharmacy and is available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. This product currently includes the following three ingredients: Either Sildenafil (the active ingredient in Viagra) or Tadalafil (the active ingredient in Cialis), and Oxytocin, all of which are used in U.S. Food and Drug Administration (“FDA”) approved drugs, as well as L-Arginine, an amino acid that is available as a dietary supplement.

		We currently offer two dosage levels of our Mango ED product and anticipate doctors prescribing a dosage based on the needs and medical history of the patient. Our Mango ED product currently includes the following amounts of the three ingredients: (1) either Sildenafil (50 milligrams (mg)) or Tadalafil (10 (mg)), Oxytocin (100 International units (IU)) and L-Arginine (50mg); and (2) either Sildenafil (100 milligrams (mg)) or Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg). Our Mango ED product has not been, and will not be, approved by the FDA and instead we produce and sell our Mango ED product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the Federal Food, Drug, and Cosmetic Act.

	-	*‘GROW’ by MangoRx* - This product is produced at our related party compounding pharmacy and is available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. Mango GROW currently includes the following four ingredients - (1) Minoxidil (the active ingredient in Rogaine®) and (2) Finasteride (the active ingredient in Propecia), each of which is used in FDA approved drugs, as well as (3) Vitamin D3 and (4) Biotin, which are available as dietary supplements. However, the fact that Minoxidil and Finasteride are used in FDA approved drugs, and that Vitamin D3 and Biotin, are available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to treat hair growth. Mango GROW is encapsulated in convenient chewable, mint-flavored rapid dissolve tablets (“RDT”).

		We currently offer one dosage level of our Mango GROW product and anticipate doctors prescribing Mango GROW based on the needs and medical history of the patient. Our Mango GROW product currently includes the following amounts of the four ingredients: (1) Minoxidil (2.5mg), (2) Finasteride (1mg), (3) Vitamin D3 (2000IU) and (4) Biotin (1mg). Our Mango GROW product has not been, and will not be, approved by the FDA and instead we produce and sell our Mango GROW product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the Federal Food, Drug, and Cosmetic Act.

	Six months ended June 30, 2024			Six months ended June 30, 2023
Cash provided by (used in):
Operating activities	$	(2,568,367	)	$	(3,588,886	)
Investing activities		65,000			(3,519	)
Financing activities		2,255,770			5,857,040
Net increase (decrease) in cash equivalents	$	(247,597	)	$	2,264,635

#	Initial Stated Value of Preferred Stock to be issued by installment		Warrants to be issued		Closing Date	Aggregate Purchase Price by installment (USD)
Initial Closing	$	550,000		3,300,000	Initial Closing Date	$500,000 (“Initial Closing Amount”)
Second Closing	$	275,000			On or before June 30, 2024 (the “Second Closing Date”)	$250,000 (“Second Closing Amount”)
Third Closing	$	825,000		1,500,000	On or before June 30, 2024	$750,000 (“Third Closing Amount”)
Fourth Closing	$	1,100,000			Such date as is no later than 180 days (the “Fourth Closing Date”) after the shares of Common Stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act of 1933, as amended (the “Securities Act”), subject to any limitations pursuant to Rule 415	$1,000,000.00 (the “Fourth Closing Amount”)
Total	$	2,750,000		4,800,000		$2,500,000

	Mangoceuticals, Inc.

Date: August 14, 2024	By:	/s/ Jacob D. Cohen
		Jacob D. Cohen
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: August 14, 2024	By:	/s/ Eugene M. Johnston
		Eugene M. Johnston
		Chief Financial Officer
		(Principal Financial and Accounting Officer)