Business Context and Reporting Period
Mangoceuticals, Inc. (MGRX) is a telehealth company focused on men's wellness, offering compounded pharmaceutical products (Mango ED, Grow, Mojo, Slim) and FDA-approved testosterone therapy (Prime). The company operates via a proprietary platform connecting consumers with licensed healthcare professionals and a related-party compounding pharmacy, Epiq Scripts, LLC (52% owned by CEO Jacob D. Cohen). This Form 10-K covers the fiscal year ended December 31, 2025.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $456,021 | $615,873 |
| Net Loss | $(20,643,455) | $(8,707,226) |
| Accumulated Deficit | $(40,647,480) | $(20,004,486) |
| Cash and Cash Equivalents | $1,486,338 | $58,653 |
| Working Capital | $0.6 million | $(1.3 million) |
| Stock-Based Compensation | $10,794,245 | $2,355,193 |
Note: The filing text does not provide a clear value for gross margin percentage, but gross profit was $250,386 in 2025 versus $379,964 in 2024.
Material Changes vs. Prior Period
- Revenue Decline: Revenue decreased by approximately 26% to $456,021, attributed to issues during the transition and migration from the original telemedicine platform to a new one.
- Increased Net Loss: Net loss more than doubled to $20.6 million, driven by a $8.4 million increase in stock-based compensation and a $1.1 million increase in investor relations expenses, partially offset by a reduction in advertising spend.
- Impairment Charges: The company recorded a $1.24 million impairment charge on a license agreement (Propre Energie) and a $125,625 loss from legal settlements.
- Capital Structure: Significant equity issuances occurred, including a 1-for-15 reverse stock split in October 2024 and multiple private placements of Series B and Series C preferred stock and common stock.
Guidance, Outlook, and Risks
- Going Concern: Management explicitly states that current capital resources are not sufficient to fund operations for the next 12 months. Additional funding via equity or debt is required, which may result in significant dilution.
- Digital Asset Strategy: The company plans to deploy up to $100 million into a Solana-focused Digital Asset Treasury (DAT) to optimize its balance sheet, though no funds have been deployed as of the filing date.
- Nasdaq Compliance: The company received notice of non-compliance with Nasdaq's minimum bid price requirement ($1.00). Due to the recent reverse stock split, the company faces automatic suspension if it fails to regain compliance within the specified period without further splits exceeding cumulative limits.
- Regulatory Risks: Products are compounded under Section 503A of the FFDCA and are not FDA-approved. The company faces risks regarding FDA enforcement, product liability, and state-specific telehealth regulations.
- Related Party Dependence: The company relies exclusively on Epiq Scripts (controlled by the CEO) for pharmacy services and has significant related-party transactions regarding loans and management agreements.
Investor Verification Checklist
- Liquidity Runway: Verify the timeline and terms of any new financing rounds required to sustain operations beyond the next 12 months.
- Nasdaq Status: Monitor the company's ability to maintain a minimum bid price of $1.00 to avoid delisting.
- Related Party Transactions: Review the terms of the Master Services Agreement with Epiq Scripts and the Mango & Peaches subsidiary restructuring to assess potential conflicts of interest.
- Product Liability: Assess the status of the settled Eli Lilly litigation and potential exposure from compounded products lacking FDA clinical trial data.
- Digital Asset Exposure: Confirm the execution and accounting treatment of the planned Solana treasury strategy, given the volatility of digital assets.