UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41615

Mangoceuticals, Inc.

(Exact name of Registrant as specified in its charter)

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)

(214) 242-9619

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

MGRX

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of registrant’s common stock outstanding as of November 14, 2024: 2,486,512.

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Information	1
Additional Information	3
Reverse Stock Split	4
Part I – FINANCIAL INFORMATION	5
Item 1. Financial Statements (Unaudited)	5
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations	6
Condensed Consolidated Statements of Comprehensive Income	7
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)	8
Condensed Consolidated Statements of Cash Flows	9
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures about Market Risk	55
Item 4. Controls and Procedures	55
PART II - OTHER INFORMATION	56
Item 1. Legal Proceedings	56
Item 1A. Risk Factors	56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	61
Item 3. Defaults Upon Senior Securities.	62
Item 4. Mine Safety Disclosures	62
Item 5. Other Information.	62
Item 6. Exhibits	62

	●	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 products;

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

	●	potential safety risks associated with our 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, claims that we have infringed on intellectual property rights, litigation and the outcome thereof;

	●	our ability to adequately support future growth; 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, lawsuits in connection therewith, and the outcome of lawsuits associated 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.

	September 30, 2024			December 31, 2023
	(Unaudited)			(Audited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	73,912		$	739,006
Inventory		13,213			18,501
Prepaid expenses - related party		-			60,953
Deposits		16,942			16,942
TOTAL CURRENT ASSETS		104,067			835,402

NON-CURRENT ASSETS
Property and equipment, net of accumulated depreciation of $2,001 and $28,752		3,061			96,129
Right of use - asset		74,913			119,262
Intangible assets - acquired patents		14,610,000			-
TOTAL NON-CURRENT ASSETS		14,687,974			215,391

TOTAL ASSETS	$	14,792,041		$	1,050,793

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities		707,519			140,765
Accounts payable and accrued liabilities - related party		46,443			-
Accounts payable and accrued liabilities		46,443			-
Payroll tax liabilities		5,580			6,595
Notes payable to related parties		187,500			-
Right-of-use liability - operating lease		69,340			63,718
Other liabilities - patent purchase payable		375,000			-
TOTAL CURRENT LIABILITIES		1,391,382			211,078

LONG-TERM LIABILITIES
Right-of-use liability - operating lease		12,167			64,961
TOTAL LONG-TERM LIABILITIES		12,167			64,961

TOTAL LIABILITIES		1,403,549			276,039

COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)		-			-

STOCKHOLDERS’ EQUITY
Series B Convertible Preferred stock, (par value $0.0001), 6,000 shares authorized, 1,860 and 0 shares were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		-			-
Series C Convertible Preferred stock (par value $0.0001), 6,250,000 shares authorized) 980,000 and 0 shares were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		98			-
Preferred stock, value		98			-
Common stock (par value $0.0001), 200,000,000 shares authorized, 2,134,625 and 1,427,967 were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively*		213			148
Stock warrants		34,300			-
Subscription receivable		(250,000	)		-
Additional paid in capital		31,592,347			12,002,779
Accumulated deficit		(17,985,966	)		(11,228,173	)
Accumulated other comprehensive loss		(1,663	)		-
TOTAL STOCKHOLDERS’ EQUITY		13,389,329			774,754
Non-controlling interest		(837	)		-
TOTAL STOCKHOLDERS’ EQUITY		13,388,492			774,754

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,792,041		$	1,050,793

	For The Three Months			For The Three Months			For The Nine Months			For The Nine Months
	Ended			Ended			Ended			Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023

Revenues
Revenues	$	133,368		$	245,160		$	510,626		$	487,119
Cost of revenues		21,505			52,193			71,965			101,538
Cost of revenues - related party		29,192			48,378			138,800			96,663
Gross profit		82,671			144,589			299,861			288,918

Operating expenses
General and administrative expenses		523,855			544,960			2,146,517			2,496,574
Salary and benefits		242,941			271,466			795,255			667,560
Advertising and marketing		251,330			720,531			1,332,957			1,633,528
Investor relations		255,000			255,500			438,000			774,965
Stock based compensation		567,619			151,592			1,881,464			1,367,134
Total operating expenses		1,840,745			1,944,049			6,594,193			6,939,761

Loss from operations		(1,758,074	)		(1,799,460	)		(6,294,332	)		(6,650,843	)

Other expense
Imputed interest - related party		-			-			-			(6,473	)
Interest expense - amortization on discount		241,620			-			464,298			-
Total other expense		241,620			-			464,298			(6,473	)

Loss before income taxes		(1,999,694	)		(1,799,460	)		(6,758,630	)		(6,644,370	)

Income taxes		-			-			-			-

Net loss		(1,999,694	)		(1,799,460	)		(6,758,630	)		(6,644,370	)

Net loss attributed to non-controlling interest		(461	)		-			(837	)		-

Net loss attributed to Mangoceuticals, Inc.		(1,999,233	)		(1,799,460	)		(6,757,793	)		(6,644,370	)

Basic and diluted loss per share
Basic and diluted loss per share	$	(0.99	)	$	(1.70	)	$	(3.83	)	$	(6.68	)

Weighted average number of shares *
Basic and diluted*		2,013,848			1,061,572			1,765,051			994,897

	For The			For The			For The			For The
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023

Net loss attributable to Mangoceuticals, Inc.	$	(1,999,694	)	$	(1,799,460	)	$	(6,758,630	)	$	(6,644,370	)

Other comprehensive expense
Foreign currency adjustments		(497	)		-			(1,663	)		-

Comprehensive loss		(2,000,191	)		(1,799,460	)		(6,760,293	)		(6,644,370	)

Other comprehensive expense
Net loss attributed to non-controlling interest		(461	)		-			(837	)		-

Comprehensive loss attributable to Mangoceuticals, Inc.		(1,999,730	)		(1,799,460	)		(6,759,456	)		(6,644,370	)

	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		-		$	-		-	$	-		891,000		89		$	-	$	-		$	2,629,696		$	(2,015,756	)	$	-		$	-		$	614,029

Issuance of common stock for services		-			-		-		-		46,667		5			-		-			699,995			-			-			-			700,000

Issuance of common stock for cash		-			-		-		-		83,333		8			-		-			4,999,992			-			-			-			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		-		$	-		-	$	-		1,021,000	$	102		$	-	$	-		$	8,395,714		$	(4,576,641	)	$	-		$	-		$	3,819,175

Issuance of common stock for services		-			-		-		-		25,000		3			-		-			386,997			-			-			-			387,000

Issuance of common stock for cash		-			-		-		-		68,300		7			-		-			1,024,493			-			-			-			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		-		$	-		-	$	-		1,114,300	$	112		$	-	$	-		$	9,863,242		$	(6,860,666	)	$	-		$	-		$	3,002,688

Issuance of common stock for services		-			-		-		-		5,000		5			-		-			84,747			-			-			-			84,752

Options and warrants vested for services		-			-		-		-		-		-			-		-			66,842			-			-			-			66,842

Net loss		-			-		-		-		-		-			-		-			-			(1,799,460	)		-			-			(1,799,460	)

Balance, September 30, 2023		-		$	-		-	$	-		1,119,300	$	117		$	-	$	-		$	10,014,831		$	(8,660,126	)	$	-		$	-		$	1,354,822

Balance, December 31, 2023		-		$	-		-	$	-		1,427,967	$	148		$	-	$	-		$	12,002,779		$	(11,228,173	)	$	-		$	-		$	774,754

Issuance of common stock for services		-			-		-		-		106,667		11			-		-			416,489			-			-			-			416,500

Issuance of common stock for cash		-			-		-		-		40,000		4			-		-			179,996			-			-			-			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		-		$	-		-	$	-		1,574,634		163		$	-	$	-			12,637,229			(13,595,754	)		(70	)		(36	)		(958,468	)

Issuance of preferred stock B for cash		2,500			-		-		-		-		-			34,300		(1,000,000	)		2,465,700			-			-			-			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		-			-		-		-		176,154		18			-		-			808,136			-			-			-			808,154

Issuance of common stock for cash		-			-		-		-		63,333		6								388,264			-			-			-			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		-			-		-		-		128,243		13			-		-			390,487												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		1,942,364	$	200		$	34,300	$	(1,000,000	)	$	30,782,876		$	(15,986,733	)	$	(1,166	)	$	(376	)	$	13,829,199
Balance		2,145		$	-		980,000	$	98		1,942,364	$	200		$	34,300	$	(1,000,000	)	$	30,782,876		$	(15,986,733	)	$	(1,166	)	$	(376	)	$	13,829,199

Issuance of preferred stock B for cash		-			-		-		-		-		-			-		750,000			-			-			-			-			750,000

Amortization of discount on preferred stock		-			-		-		-		-		-			-		-			241,620			-			-			-			241,620

Issuance of common stock for services		-			-		-		-		106,333		11			-		-			458,850			-			-			-			458,861

Conversion of preferred stock B for common stock		(285	)		-		-		-		-		-			-		-			(313,500	)		-			-			-			(313,500	)

Issuance of common stock for conversion of preferred stock B		-			-		-		-		85,928		9			-		-			313,491			-			-			-			313,500

Options and warrants vested for services		-			-		-		-		-		-			-		-			108,758			-			-			-			108,758

Reverse stock split rounding adjustment		-			-		-		-		-		(7	)		-		-			252			-			-			-			245

Translation adjustment		-			-		-		-		-		-			-		-			-			-			(497	)		-			(497	)

Net loss		-			-		-		-		-		-			-		-			-			(1,999,233	)		-			(461	)		(1,999,694	)

Balance, September 30, 2024		1,860		$	-		980,000	$	98		2,134,625	$	213		$	34,300	$	(250,000	)	$	31,592,347		$	(17,985,966	)	$	(1,663	)	$	(837	)	$	13,388,492
Balance		1,860		$	-		980,000	$	98		2,134,625	$	213		$	34,300	$	(250,000	)	$	31,592,347		$	(17,985,966	)	$	(1,663	)	$	(837	)	$	13,388,492

	For the Nine Months Ended			For the Nine Months Ended
	September 30, 2024			September 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,758,630	)	$	(6,644,370	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		9,681			18,598
Issuance of common stock for services		1,683,515			1,171,750
Imputed interest expense		-			(6,473	)
Options vested for stock-based compensation		197,703			195,384
Reverse stock split rounding adjustment		245			-
Loss on sale of assets		18,387			-
Amortization of discount on preferred stock		464,298			-
Operating lease right of use asset		44,349			40,808
(Increase) decrease in operating assets:
Inventory		5,288			(21,581	)
Prepaid expenses		60,953			(72,637	)
(Decrease) increase in operating liabilities:
Accounts payable and accrued liabilities		566,754			55,384
Accounts payable and accrued liabilities - related party		46,443			-
Accounts payable and accrued liabilities		46,443			-
Operating lease right of use liabilities		(47,172	)		(41,980	)
Payroll tax liabilities		(1,015	)		5,483
Other liabilities		(25,000	)		-
NET CASH USED IN OPERATING ACTIVITIES		(3,734,201	)		(5,299,634	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			(3,519	)
Sale of assets		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 - related parties		187,500			(78,260	)
Proceeds from sales of common stock for cash		568,270			5,000,000
Proceeds from sales of preferred stock for cash		2,250,000			-
Proceeds from exercise of warrants		-			1,024,500
Repayment on notes payable		-			(89,200	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		3,005,770			5,857,040

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(663,431	)		553,887

CASH AND CASH EQUIVALENTS:
Beginning of period		739,006			682,860
Effects of currency translation on cash and cash equivalents		(1,663	)		-
End of period	$	73,912		$	1,236,747

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	$	704,000		$	-

#	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		220,000	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		100,000	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		320,000		$	2,500,000

	September 30,	September 30,
	2024	2023
Period-end spot rate	US$1=MX$0.05	N/A
Average rate	US$1=MX$0.06	N/A


	Fair Value Measurements at September 30, 2024
	Level 1		Level 2		Level 3
Assets
Cash	$	73,912	$	-	$	-
Total assets		73,912		-		-
Liabilities
Total liabilities		-		-		-
Fair value, net asset (liability)	$	73,912	$	-	$	-


	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	739,006	$	-	$	-
Total assets		739,006		-		-
Liabilities
Total liabilities		-		-		-
Fair value, net asset (liability)	$	739,006	$	-	$	-

	September 30, 2024			December 31, 2023

Computers		5,062			5,062
Equipment		119,819			119,819
Less accumulated depreciation:		(2,001	)		(28,752	)
Disposed equipment		(119,819	)		-
Property and equipment, net		3,061			96,129

	Options			Weighted Average Exercise Price
Outstanding, December 31, 2022		83,333		$	16.50
Granted		93,333		$	6.05
Exercised		-			-
Expired		-			-
Expired / Forfeited		(33,333	)		16.50
Outstanding, December 31, 2023		176,666		$	10.98
Exercisable, December 31, 2023		120,833		$	8.43
Outstanding, December 31, 2023		176,666		$	10.98


Granted		13,333		$	5.55
Exercised		-			-
Expired / Forfeited		(33,333	)		16.50
Outstanding, September 30, 2024		156,666		$	9.34
Exercisable, September 30, 2024		135,833		$	8.25

		Outstanding Options				Exercisable Options
Options Exercise Price Per Share		Shares		Life (Years)		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
$	16.50		60,000		3.87	$	16.50		39,167	$	16.50
$	4.80		83,333		4.25	$	4.80		83,333	$	4.80
$	5.55		13,333		2.78	$	5.55		13,333	$	5.55

Fair Value of Common Stock on measurement date	$	14.85 – 4.35
Risk free interest rate		4.10% - 3.30	%
Volatility		232.05% - 92.54	%
Dividend Yield		0	%
Expected Term		6.0-3.0

	(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 Per Share
Outstanding, December 31, 2022		133,333		$	15.00
Granted		24,500			22.14
Exercised		(68,300	)		15.00
Expired		-			-
Cancelled		-			-
Outstanding, December 31, 2023		89,533			16.95
Exercisable, December 31, 2023		89,533			16.95
Outstanding, December 31, 2023		89,533			16.95

Granted		322,800			5.80
Exercised		-			-
Expired		-			-
Cancelled		-			-
Outstanding, September 30, 2024		412,333			8.23
Exercisable, September 30, 2024		412,333		$	8.23

		Outstanding and Vested Warrants
Weighted Average Warrant Exercise Price Per Share		Shares		Life (Years)
$	8.23		12,333		4.06

Fair Value of Common Stock on measurement date	$	3.15 - $10.95
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 September 30, 2024	Amount
2024	$	18,067
2025		67,589
Total lease payments		85,656
Less: Imputed interest		(4,149	)
Present value of lease liabilities	$	81,507

	As Previously Reported		Impact of Reverse Stock Split			As Revised
	December 31, 2022
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common Stock - Shares		13,365,000		(12,474,000	)		891,000
Common Stock - Amount		1,337		(1,248	)		89
Additional Paid-in Capital		2,628,449		1,247			2,629,696

	Nine months ended September 30, 2023
	As Previously Reported				Impact of Reverse Stock Split					As Revised
	Options Outstanding		Weighted Average Exercise Price		Options Outstanding			Weighted Average Exercise Price		Options Outstanding		Weighted Average Exercise Price
Options outstanding at December 31, 2022		1,250,000	$	1.10		(1,166,667	)	$	15.40		83,333	$	16.50
Options exercised		-				-					-		-
Options cancelled		-				-					-		-
Options granted		150,000	$	1.10		(140,000	)	$	15.40		10,000	$	16.50
Options outstanding at September 30, 2023		1,400,000				(1,306,667	)				93,333

	●	“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 nine months ended September 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.

	-	*‘MOJO’ 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. MOJO currently includes the following three ingredients - (1) Dehydroepiandrosterone (“DHEA”), which is available as dietary supplement, (2) Pregnenolone, which is available as a dietary supplement, and (3) Enclomiphene Citrate, one of the active ingredients in Clomid and is used in an FDA approved drug. However, the fact that Enclomiphene Citrate is used in an FDA approved drug, and that DHEA and Pregnenolone 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 hormone imbalances. MOJO is encapsulated in convenient chewable, mango-flavored rapid dissolve tablets (“RDT”).

	-	*‘TRIM’ 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. TRIM currently includes the following one singular ingredient, which is Tirzepatide, an active ingredient in used in an FDA approved drug. However, the fact that Tirzepatide is used in an FDA approved drug does not mean that it will prove safe when combined into a single formulation and taken orally to assist with weight loss or weight management. TRIM is encapsulated in convenient chewable, citrus-flavored RDT.

		We currently offer three dosage levels of our TRIM product and anticipate doctors prescribing TRIM based on their needs and medical history of the patient. Our TRIM product currently includes Tirzepatide, in either 3mg, 4mg, or 5mg variations, which amount is based on the prescribing practitioner. Our TRIM product has not been, and will not be, approved by the FDA and instead we produce and sell our TRIM 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.

	September 30 ended September 30, 2024			September 30 ended September 30, 2023
Cash provided by (used in):
Operating activities	$	(3,734,201	)	$	(5,299,634	)
Investing activities		65,000			(3,519	)
Financing activities		3,005,770			5,857,040
Net increase (decrease) in cash equivalents	$	(663,431	)	$	553,887

	Mangoceuticals, Inc.

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

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