Mangoceuticals Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-41615 (Exact name of registrant as specified in its charter) Securities registered pursuant to section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No On June 30, 2024, the last day of the registrant’s most recently completed second quarter, the aggregate market value of the CommonStock held by non-affiliates of the registrant was approximately $5,862,777, based upon the closing price of the registrant’s CommonStock on the Nasdaq Capital Market of $4.56 on June 28, 2024. For purposes of this response, the registrant has assumed that itsdirectors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant. Forpurposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares areheld by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances whichwould indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstandingcommon stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% orgreater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates ofour company. Further information concerning shareholdings of our officers, directors and principal stockholders is included orincorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K. As of March 20, 2025, the registrant had5,168,796shares of its Common Stock, $0.0001par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS ITEM 1. BUSINESS.4ITEM 1A. RISK FACTORS.29ITEM 1B. UNRESOLVED STAFF COMMENTS.69ITEM 1C. CYBERSECURITY69ITEM 2. PROPERTIES.70ITEM 3. LEGAL PROCEEDINGS.71ITEM 4. MINE SAFETY DISCLOSURES.71 PART II72 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.72ITEM 6. [RESERVED]72ITEM 7. MANAG