Mangoceuticals, Inc.: Form 10-Q for the period ended Jun 30, 2026

General

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended December 31, 2025, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 1, 2026 (the “2025 Annual Report”). The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “Cautionary Statement Regarding Forward-Looking Information”, above. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Quarterly Report and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.

The following discussion is based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the shipment of products, and the fulfillment of orders, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to sales returns, allowance for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited condensed consolidated financial statements of the Company for the three and six months ended June 30, 2026 and 2025, above.

See also “Glossary of Industry Terms” beginning on page 3 of our 2025 Annual Report for information on certain of the terms used below.

References to our websites and those of third parties below are for information purposes only and, unless expressly stated below, we do not desire to incorporate by reference into this Report information in such websites.

Unless the context otherwise requires, references in this Report to “we,” “us,” “our,” the “Registrant”, the “Company,” “MangoRx” and “Mangoceuticals, Inc.” refer to Mangoceuticals, Inc.

In addition:

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
• “FDA” means the U.S. Food and Drug Administration;
• “FFD&C 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.

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Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at https://www.sec.gov and can also be accessed free of charge on the “Investors” section of our website under the heading “SEC Filings”. Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is www.mangoceuticals.com (http://www.mangoceuticals.com). Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 will be available through our website free of charge as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

The following discussion of the Company’s historical performance and financial condition should be read together with the condensed consolidated financial statements and related notes included herein. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” included herein for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below.

The following discussion is based upon our financial statements included elsewhere in this Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

Introduction

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

• Overview. An overview of our current operations.
• 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, 2026 and 2025.
• Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.
• Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

Overview

We connect consumers to licensed healthcare professionals through our website at www.MangoRX.com (http://www.MangoRX.com), for the provision of care via telehealth on our customer portal. We also focus on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ED”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments. In this regard, we have developed and are commercially marketing a brand of ED products under the brand name “Mango,” a brand of hair loss products under the brand name “Grow,” a brand of hormone balance and therapy products under the name “Mojo,” and a brand of weight loss products under the brand name “Slim” (Mango, Grow, Mojo, and Slim are collectively referred to as the “Compounded Products”).

All Compounded Products are produced at and fulfilled by Epiq Scripts, LLC (“Epiq Scripts”), a related party compounding pharmacy, 52% owned by Jacob Cohen, our Chief Executive Officer and Chairman, and are available to patients on the determination of a prescribing physician that the compounded drug is necessary for the individual patient. The Company also uses Epiq Scripts to fulfill all patient orders of Prime (as further discussed below).

Compounded Products

Our MangoRx branded Compounded Products currently consist of the following:

Mango ED - 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 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 products, including our Mango ED product, under an exemption provided by Section 503A of the Federal Food, Drug and Cosmetic Act (“FFD&C Act”). Additionally, because our Mango ED product is being specifically compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product are publicly disclosed, this product formula can be replicated by other companies.

We are not aware of any clinical studies involving (i) administration of Tadalafil or Sildenafil sublingually at the doses we provide patients, or (ii) compounding of Tadalafil or Sildenafil, Oxytocin, and L-arginine to treat ED, similar to our Mango ED products. We are, however, aware of other companies that are currently selling oral disintegrating tablets for ED, including those using a combination of Tadalafil (the active ingredient in Cialis) and Sildenafil (the active ingredient in Viagra). We believe that the potential safety risks associated with our Mango ED products are comparable to the safety risks associated with oral formulations of Tadalafil and Sildenafil approved by the FDA for the treatment of ED. We do not expect significant safety risks associated with L-arginine, as the FDA has recognized in its regulations that L-arginine may be safely added as a nutrient to foods. Clinical studies of intranasal Oxytocin have also found that Oxytocin is generally safe and well-tolerated.

‘GROW’ by MangoRx - 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 FFD&C Act.

We are not aware of any clinical studies involving the administration of Minoxidil and Finasteride sublingually at the dose we provide patients, or the compounding of Minoxidil, Finasteride, Vitamin D3, and Biotin, to treat hair growth, as is contemplated by our Mango GROW product. We are, however, aware of other companies that are currently selling oral tablets for hair growth, including those using a combination of Minoxidil and Finasteride. Additionally, because our Mango GROW product is being specifically compounded for the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango GROW product are publicly disclosed, this product formula can be replicated by other companies.

‘SLIM’ by MangoRx - SLIM currently includes the following two ingredients - (1) Vitamin B6, which is available as a dietary supplement, and (2) Semaglutide, the active ingredient used in an FDA approved drug. However, the fact that Semaglutide is used in an FDA approved drug, and that Vitamin B6 is available as a dietary supplement, does not mean that these ingredients will prove safe when combined into a single formulation to attempt to assist with weight loss or weight management. SLIM is encapsulated in convenient chewable, mint-flavored RDT.

We currently offer four dosage levels of our SLIM product and anticipate doctors prescribing SLIM based on their needs and medical history of the patient. Our SLIM product currently includes the (1) Vitamin B6 (10mg), and (2) Semaglutide, in either 0.5mg, 1.0mg, 1.5mg or 2.0mg variations, which amount is based on the prescribing practitioner. Our SLIM product has not been, and will not be, approved by the FDA and instead we produce and sell our SLIM product and plan to produce and sell future pharmaceutical products, under an exemption provided by Section 503A of the FFD&C Act.

We are not aware of any clinical studies involving the administration of Semaglutide as a RDT at the dose we provide patients, or the compounding of Semaglutide and Vitamin B6, to treat weight loss or weight management, as is contemplated by our SLIM product.

‘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 RDT.

We currently offer one dosage level of our MOJO product and anticipate doctors prescribing MOJO based on their needs and medical history of the patient. Our MOJO product currently includes the following amounts of the three ingredients: (1) DHEA (10mg), (2) Pregnenolone (5mg), and (3) Enclomiphene Citrate (25mg).

We are not aware of any clinical studies involving the administration of Enclomiphene as an RDT at the dose we provide patients, or the compounding of DHEA, Enclomiphene, and/or Pregnenolone, to treat hormone imbalances, as is contemplated by our MOJO product.

Additional Information Regarding our Compounded Products

Because our Compounded Products have not been, and will not be, approved by the FDA, our products have not had the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death. If this were to occur, we could be subject to litigation and governmental action, which could result in costly litigation, significant fines, judgments or penalties.

We currently anticipate using funding we may raise in the near term to finance marketing and general operational expenses associated with the sale of our Pharmaceutical Products. We launched our website in mid-November 2022.

Our Compounded Products have been formulated as rapid dissolving tablets (RDT) using a sublingual (applied under the tongue) delivery system to bypass the stomach and liver. It is a generally established principle that sublingual drug absorption through the oral mucosa is generally faster than drug absorption through the gastrointestinal tract. This is because sublingual drugs that are absorbed through the oral mucosa directly enter the systemic circulation, bypassing the gastrointestinal tract and first-pass metabolism in the liver (see H. Zhang et al., Oral mucosal drug delivery: clinical pharmacokinetics and therapeutic applications, 41 Clin Pharmacokinet 661, 662 (2002)). Though the active ingredients that comprise our Mango ED product are meant to treat ED – an issue that according to a 2018 study published in The Journal of Sexual Medicine has been estimated to affect over one-third of today’s men’s population (with prevalence increasing with age) – we are also aiming to brand ourselves as a lifestyle company marketed to men seeking enhanced sexual vitality, performance, and overall mood and confidence.

Marketed Product

We also market and sell the following product (such product, together with our Compounded Products, our “Pharmaceutical Products”):

***‘PRIME’ by MangoRx, Powered by Kyzatrex® - ‘***PRIME’, by MangoRx, powered by Kyzatrex®, an FDA-approved oral Testosterone Replacement Therapy (TRT) product, available by prescription, that is used to treat adult men who have low or no testosterone levels due to certain medical conditions. ‘PRIME’, by MangoRx, powered by Kyzatrex® is one of only three FDA approved TRT treatments that is delivered orally—as opposed to the traditional, invasive, and inconvenient injection-based drug delivery protocol. ‘PRIME’, by MangoRx, powered by Kyzatrex® delivers testosterone in a softgel capsule that is absorbed primarily via the lymphatic system, avoiding liver toxicity. The benefits of ‘PRIME,’ powered by Kyzatrex®, over traditional injectable TRTs include enhanced vitality, improved mood, sharper cognition, optimized physical performance, and balanced hormonal levels at 96% efficacy by day 90, as demonstrated in Phase 3 clinical research by Marius Pharmaceuticals. With ‘PRIME,’ MangoRx is working to expand broad-based consumer access to this therapy. We are currently limiting sales of ‘PRIME’ to clients in the state of Florida, with plans to expand nationally as we grow.

Business Combination Agreement

On July 29, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with Nuclea Energy Inc., a British Columbia corporation (“Nuclea”), the principal shareholders of Nuclea, and the principal shareholders of the Company (collectively, the “Transaction”).

Pursuant to the BCA, a newly formed subsidiary of the Company (“Amalco Sub”) will amalgamate with Nuclea under the Business Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of “ExchangeCo” (a to be formed wholly-owned subsidiary of the Company), exchangeable on a one-for-one basis for shares of the Company’s common stock (the “Exchangeable Shares”). The transaction utilizes a Canadian exchangeable share structure.

The exchange ratio is the product of (a) the fully-diluted shares of the Company divided by the fully diluted shares of Nuclea, multiplied by (b) 24. This will result (prior to the PIPE share issuance, as discussed below) in the former Nuclea shareholders holding approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with existing Company stockholders holding approximately 4%.

Until both (i) the approval of the Company’s shareholders of the issuance of the shares of common stock issuable upon exchange of the Exchangeable Shares and (ii) Nasdaq approval of the initial listing application (collectively, the “Required Approvals”) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares, together with any Company common stock issued pursuant to the Transaction, are limited to 19.99% of the outstanding Company common stock immediately prior to Closing (the “Nasdaq Cap”). Following receipt of the Required Approvals, all previously restricted rights will be unlocked.

The Transaction is structured in two stages consisting of (i) a closing (the “Closing”), which is expected to occur prior to receipt of the Required Approvals and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing (discussed below), and (ii) a completion (the “Completion”), which will occur following receipt of the Required Approvals and will permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of the Company common stock in excess of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares.

The closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following Closing, the Company will file a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion is expected to occur promptly after receipt of the Required Approvals.

The Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea shareholder approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity (“PIPE”) financing of a minimum of $15,000,000 to be funded into escrow and released at Closing; (iv) the occurrence of no material adverse effect; (v) regulatory approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable; (vi) the Company’s compliance with Nasdaq listing requirements; and (vii) execution of the Cohen Executive Agreements (as defined below).

At Closing, one Company Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following Closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided in the BCA.

The principal shareholders of Nuclea and certain of the Company’s stockholders, directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support agreements covering not less than 9,119,823 shares of the Company common stock, representing not less than approximately 50.1% of the Company’s currently issued and outstanding common stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders. The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

Cohen Executive Agreements

As a condition to closing of the Transaction, the Company and Jacob D. Cohen, the Company’s Chief Executive Officer, entered into a release and separation agreement (the “Release and Separation Agreement”) effective as of the execution of the BCA, and, at closing, will enter into a consulting agreement (the “Consulting Agreement” and, together with the Release and Separation Agreement, the “Cohen Executive Agreements”).

Release and Separation Agreement

Pursuant to the Release and Separation Agreement, Mr. Cohen’s employment as Chief Executive Officer will terminate effective upon the closing of the Transaction (the “Separation Date”). In lieu of the change of control payment, bonus, severance payment, and health payment, due under his existing employment agreement, Mr. Cohen will receive the following, similar, but modified severance package: (a) Cash Severance: $1,500,000 payable at Closing; (b) Bonus Shares: 2,000,000 shares of the Company’s common stock issued upon execution of the Release and Separation Agreement (with such shares being issued pursuant to the Company’s equity plan and the Company’s effective registration statement on Form S-8); (c) Mango & Peaches Warrant: a cashless warrant for $10,000,000 worth of the Mango and Peaches Corp. common stock, issued upon Completion, in a form to be agreed-to by the Company and Mr. Cohen; (d) Equity Acceleration: all unvested stock options and equity awards shall vest as of the Separation Date; and (e) COBRA Benefits: 12 months of Company-paid COBRA continuation coverage. In consideration of the foregoing, Mr. Cohen has agreed to a general release of claims against the Company. Non-disparagement and restrictive covenant obligations survive the separation.

Departure of Chief Executive Officer; Appointment of President

As described above, effective upon the closing of the Transaction contemplated by the BCA, Jacob D. Cohen’s employment as Chief Executive Officer of the Company will terminate upon closing of the Transaction. Mr. Cohen’s termination is treated as a termination for Good Reason/without Cause under his existing employment agreement with the Company.

Effective upon the Separation Date, Mr. Cohen will transition to the role of President of the Company in an independent consulting capacity pursuant to a Consulting Agreement.

Post-Completion Board and Management Changes

Following receipt of the Required Approvals and the occurrence of the Completion, the individuals designated by the principal Nuclea shareholders and included as nominees for director in the registration statement on Form S-4, and approved at the Company’s stockholder meeting, will be appointed to the Company’s Board of Directors, and any then-existing directors not so approved will resign. The Company’s Board will also appoint such new executive officers as directed by the principal Nuclea shareholders, and any then-existing executive officers not so appointed will resign from their positions.

Director and Officer Equity Awards

On July 28, 2026, the Board of Directors of the Company authorized the issuance of fully vested shares of common stock under the Company’s 2022 Equity Incentive Plan (the “Plan”).

The following awards were granted: (a) Kenny Myers (Director): 100,000 shares of common stock; (b) Lorraine D’Alessio (Director): 100,000 shares of common stock; (c) Alex Hamilton (Director): 100,000 shares of common stock; and (d) Eugene Johnston (Chief Financial Officer): 100,000 shares of common stock.

Future Plans

The Company, through the patent portfolio acquired as part of the Intramont IP Purchase Agreement (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 1 – Organization and Description of the Business”), is in the process of conducting Phase II clinical trials and efficacy studies to determine the effectiveness of its patented respiratory illness prevention technology against the likes of the influenza A virus (H1N1) and avian influenza (H5N1). A majority of these studies were completed in 2025 and the Company is currently in the process of determining next steps in its commercialization and monetization efforts.

The Company, through its Master Distribution Agreement with Propre Energie, Inc. (as further described under “Part I – Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements in “Note 2 – Summary of Significant Accounting Policies—Master Distribution Agreements”) intends to license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® (“Dermytol”). The Company is in the process of preparing its marketing and distribution strategy for Dermytol and intends to commence operations under this agreement in the 3rd quarter of 2026.

Plan of Operations

We had a working capital deficit of approximately $1.2 million and working capital of $0.7 million as of June 30, 2026 and December 31, 2025, respectively. With our current cash on hand, expected revenues, and based on our current average monthly expenses, 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. Specifically, we plan to continue to make additional and ongoing technology enhancements to our platform, further develop, market and advertise additional men’s health and wellness related products on our telemedicine platform, and identify strategic acquisitions that complement our vision. As these opportunities arise, we will determine the best method for financing such acquisitions and growth which may include the issuance of debt instruments, common stock, preferred stock, or a combination thereof, all of which may result in significant dilution to existing shareholders.

We may seek additional funding in the future through equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. We may not be able to obtain financing on acceptable terms or at all. The terms of any financing may adversely affect the holdings or rights of our shareholders and/or create significant dilution. Although we continue to pursue these plans, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continued operations, if at all.

Strategic Alternatives

In October 2024, the Board of Directors of the Company initiated a process to evaluate potential strategic alternatives with the intent to unlock and maximize shareholder value, including but not limited to potential mergers, acquisitions, divestitures and business combinations, acquisitions of businesses, entry into new lines of business, business expansions, joint ventures, and other key strategic transactions outside the ordinary course of the Company’s current business. This initiative is being undertaken in parallel with the Company’s current business operations. In consultation with financial and legal advisors, the Company intends to consider a broad range of strategic, operational and financial alternatives, and is exploring a full range of options. There is no assurance that the strategic review process will result in the approval or completion of any specific transaction or outcome. The Company has not established a timeline for completion of the review process and does not intend to comment further unless and until its Board of Directors has approved a definitive course of action, or it is determined that other disclosure is necessary or appropriate.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

We had revenues of $68,757 for the three months ended June 30, 2026, compared to revenues of $168,109 for the three months ended June 30, 2025, which decrease was mainly due to our focus on in-house website development and testing of a new TRT product in specific markets prior to full launch.

Cost of revenues was $10,437 and $18,815 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to fluctuations in third-party service provider usage, product promotions and delivery costs during the current period.

Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $14,105 and $59,346 for the three months ended June 30, 2026 and 2025, respectively, which decrease in the current period was primarily due the decrease in revenue

General and administrative expenses were $256,095 and $1,245,360 for the three months ended June 30, 2026 and 2025, respectively, which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.

Salaries and benefits were $427,298 and $628,343 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to changes in personnel. There was an item that has been reclassified, resulting in a prior year change.

Advertising and marketing expenses were $301,445 and $258,295 for the three months ended June 30, 2026 and 2025, respectively. The increase was related to testing new marketing channels and methods..

Investor relations expenses were $0 and $106,000 for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to less spending on company awareness campaigns.

Stock-based compensation totaled $92,417 and $3,120,445 (inclusive of stock issued for services and issuances of options and warrants) for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..

We had $0 and $21,700 of interest expense for the three months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.

We had $279,891 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.

We had a loss from settlement of $0 and $125,625 for the three months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.

We had a net loss of $1,312,931 for the three months ended June 30, 2026, compared to a net loss of $5,415,820 for the three months ended June 30, 2025, a decrease in net loss of $4,102,889 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.

Comparison of the six months ended June 30, 2026 and 2025

We had revenues of $136,621 for the six months ended June 30, 2026, compared to revenues of $277,415 for the six months ended June 30, 2025, which decrease was due to fluctuations in third-party service provider usage, product promotions and delivery costs during the current period.

Cost of revenues was $18,655 and $43,552 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to product promotions and delivery costs during the current period.

Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $44,750 and $81,851 for the six months ended June 30, 2026 and 2025, respectively, which decrease in the current period was due to the decrease in revenue.

General and administrative expenses were $1,322,668 and $2,787,804 for the six months ended June 30, 2026 and 2025, respectively, , which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.

Salaries and benefits were $774,158 and $1,254,941 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to changes in personnel. There was an item that has been reclassified, resulting in a prior year change.

Advertising and marketing expenses were $395,518 and $540,027 for the six months ended June 30, 2026 and 2025, respectively. The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch and more targeted marketing.

Investor relations expenses were $0 and $1,525,000 for the six months ended June 30, 2026 and 2025, respectively, which decrease was related to a reduction in public awareness campaigns.

Stock-based compensation totaled $1,740,238 and $4,165,924 (inclusive of stock issued for services and issuances of options and warrants) for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..

We had $0 and $8,000 of interest expense for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.

We had $556,706 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.

We had a loss from settlement of $0 and $125,625 for the six months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.

We had a net loss of $4,716,072 for the six months ended June 30, 2026, compared to a net loss of $10,255,309 for the six months ended June 30, 2025, a decrease in net loss of $5,539,237 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.

Liquidity and Capital Resources

As of June 30, 2026, we had $228,688 of cash on-hand, compared to $1,486,338 of cash on-hand as of December 31, 2025. We also had $42 of prepaid expenses, representing payroll taxes, and $16,957 of deposits, as well as $1,292 of property and equipment, net, consisting of computers, $279,246 of right of use-asset in connection with our lease, and $13,646,570 of patents and license agreements, net of amortization and impairment, which license agreement we acquired pursuant to certain Patent Purchase and Master License Agreement, after accounting for an impairment on the license agreement with Propre Energie Inc for Dermytol.

Cash decreased mainly due to funds used in operations with limited fundraising during the six-month period ended June 30, 2026.

As of June 30, 2026, the Company had total current liabilities of $1,398,063, consisting of $889,733 of accounts payable and accrued liabilities, $6,634 of payroll tax liabilities, relating to payroll taxes that are due after June 30, 2026, $275,000 of deposit/contract liability in connection with a proposed business combination no shop provision, $28,301 of operating lease liability (current); $6,000 of amounts owed to related parties, which represented amount due to our CFO; $44,944 of notes payable related parties, which represented amounts due to our CEO and $147,451 of other liabilities including amounts owed to Intramont in connection with the purchase of intellectual property. We also had $250,906 of right-of-use liability relating to operating leases as of June 30, 2026.

As of June 30, 2026, we had $14,172,795 in total assets, $1,648,969 in total liabilities, a working capital deficit of $1.2 million and a total accumulated deficit of $45.4 million.

We have mainly relied on related party loans, funds raised through the sale of securities, mainly through the private placement offerings, our initial public and our subsequent follow-on offering, discussed below, and revenues generated from sales of our Pharmaceutical Products, to support our operations since inception. We have primarily used our available cash to pay operating expenses. We do not have any material commitments for capital expenditures.

We have experienced recurring net losses since inception. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to market and sell our Pharmaceutical Products and to attract customers, expand the product offerings and enhance technology and infrastructure. These efforts may prove more expensive than we anticipate, and we may not succeed in generating commercial revenues or net income to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future. Our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements as of December 31, 2025. Additionally, as of June 30, 2026, our current capital resources, combined with the net proceeds from the offering, are not expected to be sufficient for us to fund operations for the next 12 months. We need to raise funding to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currently anticipate such funding being raised through the offering of debt or equity. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value. Additionally, we may receive funding upon the exercise of outstanding warrants from time to time, which exercises may cause dilution to existing shareholders.

To support our existing operations or any future expansion of business, including the ability to execute our growth strategy, we must have sufficient capital to continue to make investments and fund operations. We have plans to pursue an aggressive growth strategy for the expansion of operations through marketing to attract new customers for our Pharmaceutical Products.

Cash Flows

Net cash used in operating activities was $1,571,849 for the six months ended June 30, 2026, which was mainly due to $4,716,072 of net loss, offset by $1,102,531 of options vested for stock-based compensation and $669,107 of issuance of common stock for services.

Net cash used in operating activities was $3,531,230 for the six months ended June 30, 2025, which was mainly due to $10,255,309 of net loss, offset by $5,113,591 of common stock issued for services, and $695,811 of amortization of license agreement.

There was no net cash used in investing activities for the six months ended June 30, 2026 or 2025.

Net cash provided by financing activities was $316,944 for the six months ended June 30, 2026 and $3,565,785 for the six months ended June 30, 2025, which for the 2025 period, was due to proceeds from the sale of common stock ($1,085,785), collection of subscriptions receivable ($1,150,000), and proceeds from the exercise of warrants ($630,000).

Recent Funding Transactions

December 2025 Securities Purchase Agreement

On December 18, 2025, the Company entered into a securities purchase agreement (the “December 2025 SPA”) with an institutional investor (the “December 2025 Investor”), pursuant to which the Company agreed to issue and sell to such investor (a) in a registered direct offering, (A) 1,430,502 shares of common stock of the Company, at an offering price of $1.295 per share , and (B) 500,000 pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of common stock, at an offering price of $1.29499 per Pre-Funded Warrant (such registered direct offering, the “December 2025 Offering”), and (b) in a concurrent private placement, common stock purchase warrants (the “Private Placement Warrants”), exercisable for an aggregate of up to 1,930,502 shares of common stock, at an exercise price of $1.4245 per warrant share for aggregate gross proceeds of approximately $2.5 million.

The Pre-Funded Warrants were immediately exercisable and may be exercised at an exercise price of $0.00001 per warrant share at any time until all of the Pre-Funded Warrants are exercised in full.

The Private Placement Warrants are exercisable upon issuance and expire on the fifth anniversary of the issuance date of the Private Placement Warrants. Once issued, the Private Placement Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the Private Placement Warrants. The Private Placement Warrants and the Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding common stock.

In connection with the December 2025 Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with Aegis Capital Corp. (the “Placement Agent”), pursuant to which the Company paid the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the December 2025 Offering and reimbursed the Placement Agent for certain expenses and legal fees.

On December 18, 2025, the Company and the December 2025 Investor entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”), providing for the resale of the shares of common stock issued and issuable upon exercise of the Private Placement Warrants within 30 days of the closing of the December 2025 Offering, to have such registration statement declared effective within 15 days of the filing date (or 45 days, if the Securities and Exchange Commission conducts a full review), and to maintain the effectiveness of such registration statement.

The common stock shares and the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-288039) that was declared effective by the Commission on June 24, 2025.

The Resale Registration Statement was timely filed and was timely declared effective on January 28, 2025.

The Company received gross proceeds of approximately $2.5 million from the December 2025 Offering, before deducting December 2025 Offering expenses payable by the Company, including the Placement Agent’s commissions and fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

June 2026 Private Placement Subscription

On June 29, 2026, the Company entered into a Subscription Agreement with an accredited investor, pursuant to which the investor purchased 850,000 shares of restricted common stock from the Company, for $0.32 per share, or a total of $272,000. The Subscription Agreement included customary representations and warranties of the investor and the Company and includes piggyback registration rights for a period of one year following the dates of the subscription.

Need for Future Funding

As discussed above, our current capital resources are not expected to be sufficient for us to fund operations for the next 12 months. We believe we will need to raise additional funding to support our operations in the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currently anticipate such funding, if required, being raised through the offering of debt or equity. Such additional financing, if required, may not be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our business plan, which may cause the value of our securities to decline in value.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. “Note 2 - Summary of Significant Accounting Policies” to the unaudited financial statements included in “Part I, Item 1. Financial Statements”, above describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies and estimates have a higher degree of inherent uncertainty and require significant judgments. Accordingly, actual results could differ from those estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: (1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Share-Based Compensation - Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Additionally, we used this same methodology when determining the fair value of our restricted common stock issuances to managers and other related parties.

Estimating the Fair Value of Common Stock - We are required to estimate the fair value of the common stock underlying our stock-based awards and warrants when performing the fair value calculations using the Black-Scholes option pricing model.

Our determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option pricing model, and is impacted by our common stock price as well as other variables including, but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.

Warrants - In accordance with ASC 480, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement in its own shares. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares.

The Company accounts for its currently issued warrants in conjunction with the Company’s ordinary shares in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. The value of the warrant is based on accepted valuation procedures and practices that rely substantially on the third-party professional’s use of numerous assumptions and its consideration of various factors that are relevant to the operation of the Company.

JOBS Act and Recent Accounting Pronouncements

The JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.

We have implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. There was no material effect on the consolidated financial statements for the year ended December 31, 2025 as a result of the adoption of this ASU.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that as of the six months ending June 30, 2026, we have added procedures to review journal entries prior to posting to the general ledger. Additionally, we are implementing procedures to address our future potential migration to new systems by documenting order details and status that will be maintained internally and reviewed regularly by staff to ensure data is secured and available.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Reference is made to Part I, Item 1A, “Risk Factors” included in our 2025 Annual Report for information concerning risk factors, which should be read in conjunction with the factors set forth in “Cautionary Statement Regarding Forward-Looking Information” of this Report and below (which updates one of the risk factors included in the 2025 Annual Report). There have been no material changes with respect to the risk factors disclosed in our 2025 Annual Form 10-K, except as set forth below. You should carefully consider such factors in the 2025 Annual Report and below, which could materially affect our business, financial condition or future results. The risks described in the 2025 Annual Report and below, are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

We are not currently in compliance with Nasdaq’s continued listing requirements and there is no guarantee that our common stock will continue to trade on the Nasdaq Capital Market.

Our common stock is currently listed on Nasdaq under the symbol “MGRX”. There is no guarantee that we will be able to maintain our listing on Nasdaq for any period of time. Among the conditions required for continued listing on Nasdaq, Nasdaq requires us to maintain at least $2.5 million in stockholders’ equity, $35 million in market value of listed securities, or $500,000 in net income over the prior two years or two of the prior three years, to have a majority of independent directors (subject to certain “controlled company” exemptions), to comply with certain audit committee requirements, and to maintain a stock price over $1.00 per share.

On February 4, 2026, the Company received written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (the “Minimum Bid Price Requirement”). The Notification Letter did not impact the Company’s listing of its common stock on the Nasdaq Capital Market at that time. The Notification Letter stated that the Company had 180 calendar days or until August 3, 2026. To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. On August 4, 2026, the Company received a letter (the “Second Notice”) from Nasdaq advising that the Nasdaq Staff has determined that the Company is eligible for an additional 180 calendar day compliance period, or until February 1, 2027 (the “Second Compliance Period”), to regain compliance. According to the Second Notice, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and (ii) the Company’s written notice of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.

Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides that if a listed company’s security fails to meet the Minimum Bid Price Requirement and (a) the Company has effected a reverse stock split over the prior one-year period; or (b) has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company is not eligible for a compliance period to address the Minimum Bid Price Requirement and will be automatically suspended from Nasdaq, subject to rights to appeal the delisting to a hearings panel. This restriction applies even if the listed company was in compliance with the Minimum Bid Price Requirement at the time of its prior reverse stock split. As a result of the above, if a listed company effects a reverse stock split but its security subsequently falls out of compliance with the Minimum Bid Price Requirement within a one-year period or has affected reverse stock splits with a cumulative ratio of 1-to-250 or more over the prior two year period, it will be issued a delisting determination rather than being granted a compliance period.

Effective on October 8, 2024 at 12:01 a.m. Eastern Time, we affected a 1-for 15 reverse stock split of our then outstanding common stock (the “October 2024 Reverse Stock Split”), to cure our non-compliance with the Minimum Bid Price Requirement. As a result, if we fail to meet the Minimum Bid Price Requirement more than one year, but before two years after the effective date of the October 2024 Reverse Stock Split (i.e., before October 8, 2026), and the cumulative ratio of the October 2024 Reverse Stock Split and any future reverse stock split is greater than 1-to-250, Nasdaq will issue a delisting notification and our common stock will be automatically suspended from trading on Nasdaq, subject to our right to appeal the delisting determination to a hearings panel, provided that our common stock will trade in the over-the-counter (OTC) market while the appeal is pending.

Separately, prior to October 8, 2026, we will be limited to a reverse stock split ratio of no more than 1-for-16 2/3rds (which together with the October 2024 Reverse Stock Split ratio of 1-for-15, would not exceed 1-for-250, which may limit our ability to remedy our failure to regain compliance with the Minimum Bid Price Requirement as discussed above.

Separately, Nasdaq Listing Rule 5810(c)(3)(A) provides that if a listed company takes a corporate action, such as a reverse stock split, to regain compliance with the Minimum Bid Price Requirement, and that action results in the listed company falling below the threshold for another Nasdaq listing requirement (e.g., the Nasdaq Capital Market continued listing requirement that a listed company have at least 500,000 publicly held shares), the listed company will not be granted a compliance period for the new deficiency. In that case, the listed company must cure both deficiencies within the compliance period(s) applicable to the Minimum Bid Price Requirement deficiency.

Finally, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if our common stock has a closing bid price of $0.10 or less for 10 consecutive business days during any compliance period imposed as a result of noncompliance with the Minimum Bid Price Requirement, Nasdaq will issue a delisting determination; however, unlike the process as discussed above for the determination of excessive reverse stock splits, suspension of trading of our common stock will generally be stayed while any appeal is pending. Over the past 52 weeks our common stock has traded as low as $0.1620 per share.

As discussed above, we are not currently in compliance with the Minimum Bid Price Requirement and our stockholders’ equity has in the past not been above Nasdaq’s $2.5 million minimum, we may not generate over $500,000 of yearly net income moving forward, we may not maintain $35 million in market value of listed securities, we may not be able to maintain independent directors (to the extent required), and as discussed above, we do not currently have a stock price over $1.00 per share. Nasdaq’s determination that we fail to meet the continued listing standards of Nasdaq or our failure to comply with the Minimum Bid Price Requirement in the future may result in our securities being delisted from Nasdaq.

The absence of such a listing on Nasdaq may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market or the OTCID Market, where an investor may find it more difficult to sell our securities or obtain accurate quotations as to the market value of our securities. In the event our common stock is delisted from Nasdaq in the future, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the counter quotation system.

A delisting of our common stock from the Nasdaq could adversely affect our business, financial condition and results of operations and our ability to attract new investors, reduce the price at which our common stock trades, decrease, investors’ ability to make transactions in our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent in trading such shares, and reduce our flexibility to raise additional capital without overall negative effects for our stockholders.

We may be deemed to be engaged in manufacturing rather than compounding, which would subject us to more stringent regulatory requirements, and our reliance on a related-party pharmacy operating under Section 503A of the FFD&C Act exposes us to significant regulatory risk.

We depend on a related-party pharmacy to compound certain products pursuant to Section 503A of the FFD&C Act, which provides an exemption from certain requirements applicable to FDA-approved drugs only if specified conditions are satisfied. These conditions include, among others, compounding based on valid patient-specific prescriptions, limitations on the use of bulk drug substances, restrictions on compounding drugs that are essentially copies of commercially available products, and prohibitions on manufacturing or distributing compounded drugs at scale.

The FDA has recently increased scrutiny of compounding pharmacies and telehealth-related distribution models, including through warning letters, public statements and enforcement actions involving compounded drugs. Although recent FDA actions have focused on compounded GLP-1 products, the FDA has articulated broader concerns regarding whether certain business models improperly rely on the compounding framework while operating in a manner more akin to drug manufacturing. These concerns include, among others, the absence of bona fide patient-specific prescriptions, the use of bulk drug substances that may not qualify under Section 503A, compounding at scale, and marketing practices that may be misleading or that position compounded drugs as substitutes for FDA-approved products.

In addition, our model involves telehealth-enabled prescribing, which has been an area of increasing regulatory focus. Regulators, including the FDA and state medical boards, have questioned whether certain telehealth practices (particularly those involving asynchronous consultations, standardized intake forms or protocols, or limited practitioner-patient interaction) satisfy applicable requirements for establishing a valid practitioner-patient relationship and issuing a legitimate prescription. Any determination that prescriptions provided through our platform are not valid for purposes of Section 503A could result in a loss of the compounding exemption.

While we do not compound GLP-1 products, we offer compounded drugs in areas such as weight loss, hair loss and ED that may present similar regulatory considerations. There can be no assurance that the FDA or other regulatory authorities will not determine that the activities of our related-party pharmacy, or our own practices in connection with the marketing and distribution of compounded products, exceed the scope of traditional pharmacy compounding and should be subject to the FDA’s drug approval and current good manufacturing practice requirements.

If regulatory authorities were to take such a position, we or our related-party pharmacy, could be subject to enforcement actions, including warning letters, product seizures, injunctions, civil penalties or other sanctions, and could be required to modify or discontinue certain offerings. In addition, increased regulatory scrutiny or changes in applicable laws, regulations or guidance could restrict our ability, or the ability of our related-party pharmacy, to compound or offer products.

Any of the foregoing could result in increased compliance costs, operational disruptions, reputational harm and a material adverse effect on our business, financial condition and results of operations, and cause the value of our securities to decline or become worthless.

Risks Related to the Transaction Not Closing or Being Delayed

The Transaction is subject to numerous closing conditions, and there is no assurance that the Completion will occur on the anticipated timeline, on the anticipated terms, or at all.

Completion of the Transaction is subject to the satisfaction or waiver of a number of conditions, including, among others, Nuclea shareholder approval, Nasdaq non-objection, completion of a minimum $15,000,000 PIPE financing to be funded into escrow, the absence of a material adverse effect, receipt of regulatory approvals, continued compliance with Nasdaq listing requirements, and execution of the Cohen Executive Agreements. Many of these conditions are outside of our control, and we cannot predict whether or when they will be satisfied.

If any condition to Closing or Completion is not satisfied or waived, the Transaction may be delayed beyond current expectations or may not be completed at all. A failure to complete the Transaction, or significant delay in doing so, could result in a decline in the market price of our common stock, require us to pay costs relating to the Transaction (including significant legal, accounting, financial advisory and other fees) without realizing the anticipated benefits, subject us to litigation, divert the attention of our management and employees from our ongoing business, and damage relationships with employees, customers, suppliers, licensors, and other business partners of both the Company and Nuclea.

The Transaction is structured to occur in two separate stages (1) a Closing that is expected to occur before receipt of the Required Approvals, followed by a later Completion (2) and there is no assurance that Completion will ever occur following Closing.

Unlike a conventional single-step business combination, the Transaction contemplates a Closing (including the amalgamation, implementation of the exchangeable share structure, and the concurrent PIPE financing) that is expected to occur prior to receipt of both Company stockholder approval and Nasdaq approval of the initial listing application, with full implementation of the Exchangeable Shares occurring only later, at Completion. This bifurcated structure means that the Company and Nuclea could become combined at Closing while the full economic, voting, and exchange rights associated with the Transaction remain restricted or unrealized for an indeterminate period, or potentially indefinitely if the Required Approvals are never obtained.

During the period between Closing and Completion, the Company would operate as a combined enterprise without the benefit of a stockholder vote having yet occurred and without certainty that Nasdaq will ultimately approve the initial listing application. If the Company stockholder approval or Nasdaq approval is delayed, withheld, or not obtained, holders of Exchangeable Shares and the Company common stock issued in the Transaction could remain subject to the Nasdaq Cap indefinitely, we could remain unable to complete the governance changes contemplated by the BCA, and stockholders could be left holding an interest in a combined business without the protections a prior stockholder vote is intended to provide.

Our stockholders will experience substantial and immediate dilution as a result of the Transaction, and former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted basis.

The exchange ratio under the BCA is calculated as the product of (a) the fully diluted Company shares divided by the fully diluted Nuclea shares, multiplied by (b) 24. Based on this formula, and prior to giving effect to the PIPE share issuance, former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with our existing stockholders retaining only approximately 4%. Stockholders should expect their proportionate ownership, voting power, and economic interest in the Company to be reduced dramatically as a result of the Transaction.

The PIPE financing of at least $15,000,000 contemplated by the BCA, as well as any additional equity issuances prior to or in connection with Closing or Completion, will result in further dilution to existing stockholders beyond the dilution described above. The actual exchange ratio, and therefore the actual dilutive effect on existing stockholders, will depend on the fully diluted share counts of both companies as of Closing, which may differ from current estimates.

The Exchangeable Share structure and the related Nasdaq Cap and Special Voting Share arrangements are complex, and their interaction may make it difficult for stockholders to evaluate their post-Transaction rights and the true extent of dilution and change of control.

Rather than issuing the Company common stock directly to Nuclea shareholders, the Transaction uses a Canadian exchangeable share structure under which former Nuclea shareholders will receive exchangeable shares of ExchangeCo, a wholly-owned subsidiary of the Company, that are intended to be exchangeable on a one-for-one basis for the Company common stock. A single Company Special Voting Share, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares (subject to the Nasdaq Cap), will be issued to a trustee at Closing. This structure is more complex than a conventional stock-for-stock merger and may make it more difficult for our stockholders to understand and evaluate the actual voting power, economic rights, and potential dilution associated with the Transaction.

Until the Required Approvals are obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares and any the Company common stock issued in the Transaction are limited to 19.99% of the Company common stock outstanding immediately prior to Closing. Once the Required Approvals are obtained, this cap is removed and the full dilutive and voting effect of the Transaction, including the approximately 96% ownership position expected to be held by former Nuclea shareholders, will be realized. Stockholders approving the Transaction, or trading in the Company securities, prior to receipt of the Required Approvals may not have a full picture of the ultimate ownership and governance structure of the combined company.

The BCA may be terminated in accordance with its terms, and any such termination could adversely affect our business, financial condition, and stock price.

The BCA contains customary termination provisions that permit the Company, Nuclea, or both, to terminate the agreement under certain circumstances, including, potentially, if the Transaction has not been completed by an outside date, if required approvals are not obtained, or upon other customary triggers. We cannot assure stockholders that the Transaction will not be terminated before Closing or before Completion.

If the BCA is terminated, our stock price may decline to the extent the market price of our common stock reflects an assumption that the Transaction will be completed. A termination could also result in adverse publicity, harm to our relationships with employees, customers, suppliers and other business partners, and could require us to pay significant transaction costs, including legal, accounting, and financial advisory fees, without realizing the anticipated benefits of the Transaction. We may also be required to seek an alternative transaction or continue operating as a standalone company on a smaller scale and with fewer resources than we currently anticipate as part of the combined company, and there is no assurance we would be able to identify or complete an alternative transaction on comparable or favorable terms.

We may lose key employees, officers, and directors, and experience disruption to our business, as a result of the leadership and governance changes contemplated by the Transaction.

The Transaction contemplates significant changes to our management and Board of Directors. Jacob D. Cohen will step down as Chief Executive Officer effective upon Closing and transition to the role of President in an independent consulting capacity, Sagar Sanghera will be appointed to the Board and as Executive Chairman, and Josef Freundorfer will be appointed Chief Executive Officer. Following receipt of the Required Approvals and the occurrence of Completion, our Board of Directors will be further reconstituted with nominees designated by the principal Nuclea shareholders, and any then-existing directors not so approved will resign; similarly, new executive officers as directed by the principal Nuclea shareholders will be appointed, and any then-existing executive officers not so appointed will resign.

These leadership transitions, and the uncertainty they create, may result in the loss of institutional knowledge, key relationships, and continuity of strategy. Current employees, officers, and directors may experience uncertainty about their future roles with the combined company, which could adversely affect morale, productivity, and retention, and could make it more difficult to attract or retain qualified personnel during the pendency of the Transaction and following Closing.

Uncertainty surrounding the Transaction, and the anticipated shift in our business focus, could cause customers, suppliers, licensors, and other business partners to delay, modify, or terminate their relationships with us.

The Transaction contemplates combining the Company’s existing business with Nuclea, a company focused on the development of the Morpheus microreactor, which remains in the conceptual design stage, and related nuclear energy technology. This represents a substantial change from the Company’s current business. Customers, suppliers, distributors, licensors, and other business or commercial partners of the Company may respond to the announcement or pendency of the Transaction, or the resulting change in business strategy, by delaying, modifying, or terminating their relationships with us, seeking to renegotiate existing agreements, or choosing not to enter into new agreements or renewals, whether or not the Transaction is ultimately completed. Similarly, business partners and counterparties of Nuclea may take similar actions in response to the Transaction. Any such actions could adversely affect the revenue, operations, and prospects of the Company, Nuclea, or the combined company, whether or not Closing or Completion occurs.

Our Chief Executive Officer and other directors and officers may have interests in the Transaction that are different from, or in addition to, those of our stockholders generally.

In connection with the Transaction, Mr. Cohen and the Company entered into a Release and Separation Agreement providing for cash severance of $1,500,000 payable at Closing, 2,000,000 bonus shares of the Company common stock, a cashless warrant for $10,000,000 worth of the Mango & Peaches Corp. common stock issuable upon Completion, full acceleration of unvested equity awards, and 12 months of Company-paid COBRA coverage, in lieu of the change of control, bonus, severance, and health payments otherwise provided under his existing employment agreement. In addition, certain directors and officers received fully vested equity awards under the Company’s equity incentive plan on July 28, 2026. These arrangements could be viewed as giving Mr. Cohen and other officers and directors a financial incentive to support and complete the Transaction that differs from, or is in addition to, the interests of stockholders generally, and stockholders should consider these interests in evaluating the Transaction.

We are required to obtain regulatory approvals in multiple jurisdictions, which may not be obtained on a timely basis, or at all, or may be obtained subject to conditions that reduce the anticipated benefits of the Transaction.

Completion of the Transaction is conditioned on receipt of applicable regulatory approvals under the Investment Canada Act, the Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable. These regulatory review processes can be lengthy and unpredictable, and the applicable authorities may delay approval, impose conditions or restrictions on the combined company, or, in some circumstances, prohibit the Transaction altogether. Any such delay, condition, or prohibition could prevent completion of the Transaction on the anticipated timeline or terms, or at all, and could reduce the anticipated benefits of the Transaction to our stockholders.

Completion of the required PIPE financing is a condition to Closing, and there is no assurance that it will be completed on the anticipated terms, timeline, or amount.

Closing of the Transaction is conditioned on completion of a private investment in public equity (PIPE) financing of a minimum of $15,000,000, to be funded into escrow and released at Closing. There is no assurance that this financing will be completed on the terms currently contemplated, in the required minimum amount, on the anticipated timeline, or at all. If the PIPE financing is not completed, the Transaction may not close. In addition, the terms on which the PIPE financing is completed, including pricing and any associated investor rights, may be dilutive to, or otherwise adverse to the interests of, our existing stockholders.

Even if the Transaction is completed, we may not realize the anticipated benefits of combining with Nuclea, and the combined company will be subject to significant technology development, licensing, and execution risk relating to the Morpheus microreactor and the nuclear energy business.

The anticipated benefits of the Transaction are based on assumptions regarding future electricity demand, the successful development, licensing, and commercialization of the Morpheus microreactor, which remains in the conceptual design stage, and the ability of the combined company to integrate the operations, technology, personnel, and cultures of the Company and Nuclea. Nuclear energy technologies, including microreactors, are subject to lengthy and uncertain regulatory licensing processes, significant capital requirements, and substantial technology and execution risk. There is no assurance that the combined company will be able to obtain necessary nuclear licensing approvals, successfully develop or commercialize the Morpheus microreactor, or otherwise realize the anticipated strategic and financial benefits of the Transaction, and actual results could differ materially from current expectations.

The pendency of the Transaction, and the significant change in business strategy it represents, may result in increased volatility in the market price of our common stock.

The market price of our common stock may fluctuate significantly as a result of developments relating to the Transaction, including announcements regarding satisfaction or waiver of closing conditions, receipt or denial of regulatory or Nasdaq approvals, the outcome of the stockholder vote, changes in the anticipated exchange ratio or dilution, or speculation regarding whether and when the Transaction will be completed. In addition, because the Transaction represents a fundamental change in our business strategy, from our current business to the nuclear energy business conducted by Nuclea, our stock price may reflect substantial uncertainty regarding the value, prospects, and risk profile of the combined company, which may differ significantly from the market’s prior valuation of the Company as a standalone company.

The Transaction, and matters related to it, may give rise to stockholder litigation, which could delay or prevent Closing or Completion or result in significant costs.

Business combination transactions of this type are sometimes subject to lawsuits filed by stockholders challenging the adequacy of disclosure, the process leading to the Transaction, or the fairness of its terms, including the exchange ratio, the Nasdaq Cap mechanics, or the compensation arrangements for departing officers. Such litigation, if it occurs, could result in significant costs to the Company, divert management’s attention from our business and the pending Transaction, and could delay or prevent Closing or Completion, regardless of the outcome of any such litigation.