Mangoceuticals Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto (214) 242-9619(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Number of shares of registrant’s common stock outstanding as of August 13, 2026: 21,567,422. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3ADDITIONAL INFORMATION6PART I – FINANCIAL INFORMATION7Item 1. Financial Statements7Condensed Consolidated Balance Sheets7Condensed Consolidated Statements of Operations8Condensed Consolidated Statements of Comprehensive Loss9Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)10Condensed Consolidated Statements of Cash Flows11Notes to Condensed Consolidated Financial Statements12Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 3. Quantitative and Qualitative Disclosures About Market Risk57Item 4. Controls and Procedures57PART II - OTHER INFORMATION58Item 1. Legal Proceedings58Item 1A. Risk Factors58Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.64Item 3. Defaults Upon Senior Securities.65Item 4. Mine Safety Disclosures65Item 5. Other Information.65Item 6. Exhibits66 Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federalsecurities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results ofMangoceuticals, Inc. (the “Company”) that are based on current expectations, estimates, forecasts, and projections about the industry inwhich the Company operates and the beliefs and assumptions of the management of the Company. In some cases, you can identifyforward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,”“ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although notall forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results andwill not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-lookingstatements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties andother factors that may cause our results, levels of activity, performance or achievements to be materially different from the informationexpressed or implied by the forward-looking statements in this Report. Factors that might cause or contribute to such differences include,but are not limited to, those discussed elsewhere in this Report, including under, or incorporated by reference into, “Risk Factors”, whichfactors include: ● the anticipated timing, terms, and completion of the Transaction (defined and discussed below), including the closing of theBCA (defined below), the receipt of the required approvals therefore, and the anticipated post-closing ownership, governance, and businessof the combined company, which are subject to substantial risks and uncertainties