MGRX.NASDAQMangoceuticals, INC
10-Q: Mangoceuticals Reports Q1 2026 Financials, Net Loss Widens
Sentiment:
Quarterly Report
Mangoceuticals, Inc. reported a net loss of $3.4 million for the first quarter of 2026, with revenues declining compared to the prior year period.
Capital raiseThe company states it will need to raise additional capital to continue operations for the next 12 months.Future funding may be sought through equity or debt financings, which could result in significant dilution.The company may also seek to acquire additional businesses or assets, which may require further funding.
Worse than expectedRevenue decreased compared to the prior year period.Net loss increased significantly.Cash on hand decreased substantially, raising going concern issues.The company is not in compliance with Nasdaq's minimum bid price requirement.
Summary
- Mangoceuticals, Inc. reported a net loss of $3,403,141 for the three months ended March 31, 2026, a decrease in net loss of $1,436,348 compared to the $4,839,489 net loss in the same period of 2025.
- Revenues for the first quarter of 2026 were $67,864, a decrease from $109,306 in the first quarter of 2025, attributed to a focus on website development and testing of new TRT products.
- Operating expenses decreased to $3,155,327 from $4,638,438 in the prior year period, primarily due to reductions in general and administrative expenses, advertising and marketing, and investor relations.
- Stock-based compensation increased to $1,647,821 from $1,045,479, driven by stock issuances for employees and consultants.
- The company had $174,562 in cash on hand as of March 31, 2026, a significant decrease from $1,486,338 as of December 31, 2025, due to operational funding needs.
- The company acknowledges substantial doubt about its ability to continue as a going concern, citing recurring net losses and the need for additional capital.
- The company received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement and has a compliance period until August 3, 2026.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing negatively due to the declining revenues, significant net loss, reduced cash reserves, and the ongoing Nasdaq listing non-compliance, all of which point to considerable financial and operational challenges.
Positives
- Reduction in overall operating expenses by approximately $1.5 million compared to the prior year's first quarter.
- Stock-based compensation, while increased, reflects investment in employees and consultants.
- The company is actively working to regain compliance with Nasdaq's minimum bid price requirement.
Negatives
- Significant decrease in revenue from $109,306 in Q1 2025 to $67,864 in Q1 2026.
- Substantial net loss of $3.4 million for the quarter.
- Sharp decline in cash on hand from $1.49 million to $0.17 million.
- The company faces substantial doubt regarding its ability to continue as a going concern.
- Non-compliance with Nasdaq's minimum bid price requirement, with a risk of delisting.
Risks
- The company's need for additional funding and the potential for dilution from future equity or debt financings.
- The risk that Nasdaq may delist the company's common stock if compliance with listing requirements is not achieved.
- Regulatory risks associated with pharmacy compounding and telehealth practices, including potential FDA enforcement actions.
- The company's reliance on a related-party pharmacy and potential regulatory scrutiny.
- The outcome of ongoing litigation, such as the arbitration action by Boustead and the lawsuit against Clarity Ventures, could materially impact financial condition.
- The company's limited operating history and generation of limited revenues to date.
- Competition from existing or new competitors.
- Potential safety risks associated with products and the possibility of product liability claims or recalls.
- The effect of macroeconomic factors such as inflation, interest rates, and economic downturns.
Future Outlook
The company anticipates needing additional funding to continue operations at current levels and cover costs associated with being a public company over the next 12 months. Expansion or acquisitions may also require further funding. The company plans to continue its marketing and management strategies, focusing on quality products and customer service, while seeking organic growth and potential acquisitions in the technology and health and wellness sectors.
Management Comments
- The decrease in revenues was mainly due to our focus on in-house website development and testing of new TRT product in specific markets prior to full launch.
- The decrease in general and administrative expenses was mainly due to a reduction in consulting fees and insurance, offset by increases in travel, legal and accounting expenses.
- The decrease in investor relations expenses was related to a reduction in public awareness campaigns.
- The increase in stock-based compensation was due to stock issuances for employees and consultants in lieu of cash.
- Cash decreased mainly due to funds used in operations with no additional fund raising during the three-month period ended March 31, 2026.
- 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.
- 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.
Industry Context
StockSavvy.ai notes that Mangoceuticals operates in the competitive men's wellness and telemedicine sector. The company's focus on compounded products and a direct-to-consumer online platform aligns with industry trends, but the significant net loss and cash burn raise concerns about sustainability and competitive positioning against larger, more established players.
Legal Proceedings
- Eli Lilly and Company filed a complaint alleging false and misleading advertising and promotion related to the Company's TRIM product. The matter was settled on June 23, 2025, with the Company paying $20,000 and agreeing to refrain from marketing and selling Tirzepatide based TRIM products on its MangoRx.com website.
- Boustead brought an arbitration action against the Company with FINRA claiming fees for services owed under its Engagement Agreement and Advisory Services Agreement, claiming over $1,000,000 in cash and warrants. The Company believes this claim has no basis and intends to vigorously defend itself.
- The Company filed a lawsuit against Clarity Ventures, Inc., alleging failure to deliver a functional, HIPAA-compliant ERP and eCommerce platform. The lawsuit seeks damages exceeding $73 million. Clarity Ventures has denied allegations and asserted counterclaims for alleged unpaid invoices.
Related Party Transactions
- Cost of revenues - related party represents amounts paid to Epiq Scripts, a related party pharmacy.
- Due from related party of $20,056 represents an amount owed from CEO Jacob Cohen for overpaid car allowance.
- Cohen Enterprises, Inc., owned by CEO Jacob D. Cohen, was a lender for a $150,000 promissory note, which was later sold to a third party.
- The Tiger Cub Trust, controlled by CEO Jacob D. Cohen, provided loans totaling $175,000, which were either paid in full or amended to be convertible.
- Mango & Peaches Corp. is 51% owned by Mangoceuticals, Inc., with Jacob Cohen owning the remaining 49% of common stock and having 51% voting control via Series A Preferred Stock.
- The company issued 400,000 shares of common stock to LSTM Holdings LLC as consideration for additional consulting services.
- The company issued 40,000 shares of common stock to Greentree as consideration for service agreements, with Mr. Eugene M. Johnston, CFO, having a separate personal consulting agreement with the Company.
- Jacob D. Cohen's employment agreement was amended to increase his base compensation, monthly office allowance, and monthly car allowance, and to provide for a bonus of M&P Stock.
Stakeholder Impact
- Shareholders may experience significant dilution if the company needs to raise additional capital through equity financings.
- The potential delisting from Nasdaq could adversely affect the market liquidity of the common stock and the ability of stockholders to sell their shares.
- Customers may be impacted by potential regulatory actions affecting the availability or marketing of compounded products.
- Employees and consultants may be compensated through stock-based awards, impacting their equity stake.
Next Steps
- Continue to market and sell Pharmaceutical Products.
- Expand operations organically or through acquisitions as funding and opportunities arise.
- Make adjustments to improve products and customer experience based on feedback.
- Continue technology enhancements to the platform.
- Identify strategic acquisitions that complement the company's vision.
- Regain compliance with Nasdaq's minimum bid price requirement by August 3, 2026.
Key Dates
| Date | Description |
|---|---|
| 2022-01-01 | Start of period for Two Thousand Twenty-Two Equity Incentive Plan. |
| 2022-08-16 | Start of private placement of units and warrants. |
| 2022-08-31 | Grant date for options to purchase 50,000 shares of common stock to Jacob Cohen. |
| 2022-09-01 | Master Services Agreement with Epiq Scripts. |
| 2022-09-28 | SVHQ LLC Premises and Shared Space lease agreement effective date. |
| 2022-10-01 | Lease agreement for office space effective date. |
| 2022-10-07 | Company incorporated in Texas. |
| 2022-11-01 | Lease agreement for office space effective date. |
| 2022-12-22 | End of private placement of units and warrants. |
| 2023-03-01 | Start of period for Resale Prospectus Member. |
| 2023-03-17 | Company submitted amendment to Certificate of Designations for Series B Convertible Preferred Stock. |
| 2023-03-19 | Start of period for Underwriting Agreement. |
| 2023-03-20 | IPO effective date. |
| 2023-05-01 | Grant date for options to purchase 10,000 shares of common stock to Amanda Hammer. |
| 2023-12-19 | Follow-on offering closed; Company issued warrants to Boustead Securities, LLC. |
| 2023-12-28 | Grant date for options to purchase 83,333 shares of common stock to Jacob Cohen. |
| 2024-01-01 | Start of period for Securities Purchase Agreement Member. |
| 2024-01-03 | Securities Purchase Agreement with institutional accredited investors. |
| 2024-01-06 | Securities Purchase Agreement with institutional accredited investors. |
| 2024-01-10 | MAAB Global Ltd. purchased rights to $500,000 owed by the Company to Barstool Sports, Inc. |
| 2024-01-15 | Series A Designation effective date; Debt Conversion Agreement with Mill End. |
| 2024-01-22 | Company issued common stock purchase warrant to Boustead for the purchase of 2,800 shares. |
| 2024-01-27 | First Amendment to Payment Plan Letter Agreement with MAAB Global Ltd. |
| 2024-01-30 | Epiq Scripts Assignments entered into; Eli Lilly filed amended complaint. |
| 2024-02-10 | Company received Notice of Exercise from a holder of warrants. |
| 2024-02-11 | Company received Notice of Exercise from a holder of warrants; effective date for amendment to Intramont IP Purchase Agreement. |
| 2024-02-12 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-02-14 | Company received Notice of Exercise from a holder of warrants. |
| 2024-02-24 | Company filed response to Eli Lilly's amended complaint. |
| 2024-03-17 | Company submitted amendment to Certificate of Designations for Series B Convertible Preferred Stock. |
| 2024-03-20 | Company entered into Subscription Agreement for purchase of common stock. |
| 2024-03-25 | Holders of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-03-26 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-03-28 | Mr. Arango resigned from his position as President and Director; holders of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-04-01 | Cohen Enterprises, Inc. loaned $100,000 to the Company. |
| 2024-04-03 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-04-04 | Company issued common stock purchase warrant to the Purchaser. |
| 2024-04-05 | Company entered into a Securities Purchase Agreement with an institutional accredited investor; Company entered into a $25 million Equity Purchase Agreement (ELOC). |
| 2024-04-11 | Company agreed to definitive terms on a Securities Purchase Agreement. |
| 2024-04-15 | Company borrowed $500,000 from Indigo Capital LP. |
| 2024-04-18 | Company designated 6,250,000 shares of 6% Series C Convertible Cumulative Preferred Stock. |
| 2024-04-24 | Company entered into a Patent Purchase Agreement with Intramont Technologies, Inc.; Company entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2024-05-01 | Company issued common stock for master distribution agreement. |
| 2024-05-02 | Company borrowed $100,000 from The Tiger Cub Trust. |
| 2024-05-05 | Company entered into a Compromise Settlement Agreement and Mutual Release. |
| 2024-05-13 | Mango & Peaches Corp. issued M&P Stock to Jacob Cohen. |
| 2024-05-14 | MangoRx IP entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2024-05-23 | Company entered into two Subscription Agreements with two accredited investors. |
| 2024-05-27 | Company entered into an Agreement to Amend Promissory Note with Indigo Capital LP. |
| 2024-06-02 | Company completed a cashless exercise of warrants. |
| 2024-06-05 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-06-10 | Company delivered Advance Notices to Platinum Point Capital and sold shares of common stock. |
| 2024-06-23 | Company and Eli Lilly entered into a Confidential Settlement and Mutual Release Agreement. |
| 2024-06-28 | Company conducted third closing of April 2024 SPA; issued warrants to the Purchaser. |
| 2024-07-12 | Company granted options to purchase shares of common stock to Raffi Sahul. |
| 2024-07-16 | Indigo Capital LP converted the principal amount of their note and accrued interest into shares of common stock. |
| 2024-07-21 | Company entered into an Agreement to Amend Promissory Note with Tiger Cub. |
| 2024-07-29 | Holder of warrants exercised warrants to purchase shares of common stock. |
| 2024-08-06 | Company filed a lawsuit against Clarity Ventures, Inc. |
| 2024-08-22 | Company entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. |
| 2024-09-01 | Consulting Agreement with Greentree expired. |
| 2024-09-15 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-09-16 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2024-09-30 | Start of period for Securities Purchase Agreement Member. |
| 2024-10-16 | Series B Convertible Preferred Stock converted into common stock. |
| 2024-10-18 | Company entered into a $150,000 promissory note with Cohen Enterprises, Inc. |
| 2024-12-13 | Cohen Enterprises, Inc. sold its note to Mill End Capital Ltd.; Company entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches Corp. |
| 2024-12-18 | Company completed an offering of common stock and pre-funded warrants. |
| 2024-12-19 | Tiger Cub Trust note paid in full; Company entered into an underwriting agreement for a public offering of common stock. |
| 2024-12-24 | Pre-funded warrants were fully exercised. |
| 2025-01-01 | Start of period for Securities Purchase Agreement Member. |
| 2025-01-03 | Securities Purchase Agreement with institutional accredited investors. |
| 2025-01-06 | Securities Purchase Agreement with institutional accredited investors. |
| 2025-01-09 | Mango & Peaches Corp. filed a Certificate of Designations of Series A Super Majority Voting Preferred Stock. |
| 2025-01-15 | Series A Designation effective date; Company sold final Series B Preferred Stock shares. |
| 2025-01-22 | Company entered into a Consulting Agreement with Muhammad Azfar. |
| 2025-01-27 | Company entered into a First Amendment to Payment Plan Letter Agreement with MAAB Global Ltd. |
| 2025-01-30 | Epiq Scripts Assignments entered into; Eli Lilly filed amended complaint. |
| 2025-02-03 | Company entered into a Subscription Agreement with an accredited investor. |
| 2025-02-07 | Company entered into a Subscription Agreement with an accredited investor. |
| 2025-02-10 | Company received Notice of Exercise from a holder of warrants. |
| 2025-02-11 | Company received Notice of Exercise from a holder of warrants; effective date for amendment to Intramont IP Purchase Agreement. |
| 2025-02-12 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-02-14 | Company received Notice of Exercise from a holder of warrants. |
| 2025-02-18 | Boustead brought an arbitration action against the Company with FINRA. |
| 2025-02-24 | Company filed response to Eli Lilly's amended complaint. |
| 2025-03-17 | Company submitted amendment to Certificate of Designations for Series B Convertible Preferred Stock. |
| 2025-03-20 | Company entered into a Subscription Agreement for purchase of common stock. |
| 2025-03-25 | Holders of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-03-26 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-03-28 | Mr. Arango resigned from his position as President and Director; holders of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-04-01 | Cohen Enterprises, Inc. loaned $100,000 to the Company. |
| 2025-04-03 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-04-04 | Company issued common stock purchase warrant to the Purchaser. |
| 2025-04-05 | Company entered into a Securities Purchase Agreement with an institutional accredited investor; Company entered into a $25 million Equity Purchase Agreement (ELOC). |
| 2025-04-11 | Company agreed to definitive terms on a Securities Purchase Agreement. |
| 2025-04-15 | Company borrowed $500,000 from Indigo Capital LP. |
| 2025-04-18 | Company designated 6,250,000 shares of 6% Series C Convertible Cumulative Preferred Stock. |
| 2025-04-24 | Company entered into a Patent Purchase Agreement with Intramont Technologies, Inc.; Company entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2025-05-01 | Company issued common stock for master distribution agreement. |
| 2025-05-02 | Company borrowed $100,000 from The Tiger Cub Trust. |
| 2025-05-05 | Company entered into a Compromise Settlement Agreement and Mutual Release. |
| 2025-05-13 | Mango & Peaches Corp. issued M&P Stock to Jacob Cohen. |
| 2025-05-14 | MangoRx IP entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2025-05-18 | Clarification Agreement entered into between Mangoceuticals, Inc. and Jacob Cohen. |
| 2025-05-23 | Company entered into two Subscription Agreements with two accredited investors. |
| 2025-05-27 | Company entered into an Agreement to Amend Promissory Note with Indigo Capital LP. |
| 2025-06-02 | Company completed a cashless exercise of warrants. |
| 2025-06-05 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-06-10 | Company delivered Advance Notices to Platinum Point Capital and sold shares of common stock. |
| 2025-06-23 | Company and Eli Lilly entered into a Confidential Settlement and Mutual Release Agreement. |
| 2025-06-28 | Company conducted third closing of April 2024 SPA; issued warrants to the Purchaser. |
| 2025-07-12 | Company granted options to purchase shares of common stock to Raffi Sahul. |
| 2025-07-16 | Indigo Capital LP converted the principal amount of their note and accrued interest into shares of common stock. |
| 2025-07-21 | Company entered into an Agreement to Amend Promissory Note with Tiger Cub. |
| 2025-07-29 | Holder of warrants exercised warrants to purchase shares of common stock. |
| 2025-08-06 | Company filed a lawsuit against Clarity Ventures, Inc. |
| 2025-08-22 | Company entered into a Consulting Agreement with Levo Healthcare Consulting, Inc. |
| 2025-09-01 | Consulting Agreement with Greentree expired. |
| 2025-09-15 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-09-16 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2025-09-30 | Start of period for Securities Purchase Agreement Member. |
| 2025-10-16 | Series B Convertible Preferred Stock converted into common stock. |
| 2025-10-18 | Company entered into a $150,000 promissory note with Cohen Enterprises, Inc. |
| 2025-11-01 | Lease agreement for office space effective date. |
| 2025-11-02 | Extension Agreement related to the Consulting Agreement with LSTM. |
| 2025-12-04 | Company borrowed $75,000 from The Tiger Cub Trust. |
| 2025-12-13 | Cohen Enterprises, Inc. sold its note to Mill End Capital Ltd.; Company entered into a Parent Subsidiary Contribution Agreement with Mango & Peaches Corp. |
| 2025-12-18 | Company completed an offering of common stock and pre-funded warrants. |
| 2025-12-19 | Tiger Cub Trust note paid in full; Company entered into an underwriting agreement for a public offering of common stock. |
| 2025-12-24 | Pre-funded warrants were fully exercised. |
| 2026-01-01 | Start of period for Securities Purchase Agreement Member. |
| 2026-01-03 | Securities Purchase Agreement with institutional accredited investors. |
| 2026-01-06 | Securities Purchase Agreement with institutional accredited investors. |
| 2026-01-09 | Mango & Peaches Corp. filed a Certificate of Designations of Series A Super Majority Voting Preferred Stock. |
| 2026-01-12 | Company entered into another service agreement with Greentree. |
| 2026-01-15 | Series A Designation effective date; Company sold final Series B Preferred Stock shares. |
| 2026-01-22 | Company entered into a Consulting Agreement with Muhammad Azfar. |
| 2026-01-27 | Company entered into a First Amendment to Payment Plan Letter Agreement with MAAB Global Ltd. |
| 2026-01-30 | Epiq Scripts Assignments entered into; Eli Lilly filed amended complaint. |
| 2026-02-03 | Company entered into a Subscription Agreement with an accredited investor. |
| 2026-02-07 | Company entered into a Subscription Agreement with an accredited investor. |
| 2026-02-10 | Company received Notice of Exercise from a holder of warrants. |
| 2026-02-11 | Company received Notice of Exercise from a holder of warrants; effective date for amendment to Intramont IP Purchase Agreement. |
| 2026-02-12 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2026-02-14 | Company received Notice of Exercise from a holder of warrants. |
| 2026-02-18 | Boustead brought an arbitration action against the Company with FINRA. |
| 2026-02-24 | Company filed response to Eli Lilly's amended complaint. |
| 2026-03-13 | Company issued common stock to employees and contractors as a bonus. |
| 2026-03-16 | Company entered into a Consulting Agreement with Gatorland Holdings, LLC; Board approved an option repricing for Jacob Cohen. |
| 2026-03-17 | Company submitted amendment to Certificate of Designations for Series B Convertible Preferred Stock. |
| 2026-03-20 | Company entered into a Subscription Agreement for purchase of common stock. |
| 2026-03-25 | Holders of Series B Convertible Preferred Stock converted shares into common stock. |
| 2026-03-26 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2026-03-28 | Mr. Arango resigned from his position as President and Director; holders of Series B Convertible Preferred Stock converted shares into common stock. |
| 2026-03-31 | End of period for Condensed Consolidated Financial Statements. |
| 2026-04-01 | Cohen Enterprises, Inc. loaned $100,000 to the Company. |
| 2026-04-03 | Holder of Series B Convertible Preferred Stock converted shares into common stock. |
| 2026-04-04 | Company issued common stock purchase warrant to the Purchaser. |
| 2026-04-05 | Company entered into a Securities Purchase Agreement with an institutional accredited investor; Company entered into a $25 million Equity Purchase Agreement (ELOC). |
| 2026-04-11 | Company agreed to definitive terms on a Securities Purchase Agreement. |
| 2026-04-15 | Company borrowed $500,000 from Indigo Capital LP. |
| 2026-04-18 | Company designated 6,250,000 shares of 6% Series C Convertible Cumulative Preferred Stock. |
| 2026-04-24 | Company entered into a Patent Purchase Agreement with Intramont Technologies, Inc.; Company entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2026-04-27 | Company entered into an Extension Agreement related to the Consulting Agreement with LSTM. |
| 2026-05-01 | Company issued common stock for master distribution agreement. |
| 2026-05-02 | Company borrowed $100,000 from The Tiger Cub Trust. |
| 2026-05-05 | Company entered into a Compromise Settlement Agreement and Mutual Release. |
| 2026-05-13 | Mango & Peaches Corp. issued M&P Stock to Jacob Cohen. |
| 2026-05-14 | MangoRx IP entered into a Master Distribution Agreement with PrevenTech Solutions, LLC. |
| 2026-05-18 | Clarification Agreement entered into between Mangoceuticals, Inc. and Jacob Cohen. |
| 2026-05-19 | Date of filing of the Form 10-Q. |
| 2026-08-03 | Deadline for Mangoceuticals to regain compliance with Nasdaq's minimum bid price requirement. |
Recommendation
sellThe company's financial performance shows a significant decline in revenue and a widening net loss, coupled with a substantial decrease in cash reserves. The ongoing issues with Nasdaq listing compliance and the acknowledgment of substantial doubt regarding its ability to continue as a going concern indicate a high level of financial risk. While there are efforts to improve operations and regain compliance, the current trajectory suggests a sell recommendation for investors.
Keywords
Mangoceuticals, 10-Q, Quarterly Report, Financials, Net Loss, Revenue, Nasdaq, Going Concern, Stock-based Compensation, Mens Wellness, Telemedicine
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