{"url_path":"/sec/mgrx/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1938046/0001493152-26-024426-index.html","accession_number":"0001493152-26-024426","cik":"0001938046","ticker":"MGRX","issuer_name":"MANGOCEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1938046/0001493152-26-024426-index.html","primary_entity_key":"0001938046","primary_entity_name":"MANGOCEUTICALS, INC."},"word_count":1925,"has_tables":true,"body_markdown":"Item\n1A. Risk Factors\n\n \n\nReference\nis made to Part I, Item 1A, “Risk Factors” included in our 2025 Annual Report for information concerning risk factors,\nwhich should be read in conjunction with the factors set forth in “Cautionary Statement Regarding Forward-Looking Information”\nof this Report and below (which updates one of the risk factors included in the 2025 Annual Report). There have been no material changes\nwith respect to the risk factors disclosed in our 2025 Annual Form 10-K, except as set forth below. You should carefully consider such\nfactors in the 2025 Annual Report and below, which could materially affect our business, financial condition or future results. The risks\ndescribed in the 2025 Annual Report and below, are not the only risks facing our company. Additional risks and uncertainties not currently\nknown to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or\noperating results.\n\n \n\n**We\nare not currently in compliance with Nasdaq’s continued listing requirements and there is no guarantee that our common stock will\ncontinue to trade on the Nasdaq Capital Market.**\n\n \n\nOur\ncommon stock is currently listed on Nasdaq under the symbol “MGRX”. There is no guarantee that we will be able to\nmaintain our listing on Nasdaq for any period of time. Among the conditions required for continued listing on Nasdaq, Nasdaq requires\nus to maintain at least $2.5 million in stockholders’ equity, $35 million in market value of listed securities, or $500,000 in\nnet income over the prior two years or two of the prior three years, to have a majority of independent directors (subject to certain\n“controlled company” exemptions), to comply with certain audit committee requirements, and to maintain a stock price\nover $1.00 per share.\n\n \n\nOn\nFebruary 4, 2026, the Company received written notice (the “Notification Letter”) from the Listing Qualifications\nDepartment of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum\nbid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing\nRule 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\nthat a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business\ndays (the “Minimum Bid Price Requirement”). The Notification Letter did not impact the Company’s listing of\nits common stock on the Nasdaq Capital Market at that time. The Notification Letter stated that the Company had 180 calendar days or\nuntil August 3, 2026. To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least\n$1.00 per share for a minimum of 10 consecutive business days.\n\n \n\n62\n\n \n\n \n\nNasdaq\nListing Rule 5810(c)(3)(A)(iv) provides that if a listed company’s security fails to meet the Minimum Bid Price Requirement and\n(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\nover 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\nperiod to address the Minimum Bid Price Requirement and will be automatically suspended from Nasdaq, subject to rights to appeal the\ndelisting to a hearings panel. This restriction applies even if the listed company was in compliance with the Minimum Bid Price Requirement\nat 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\nsubsequently falls out of compliance with the Minimum Bid Price Requirement within a one-year period or has affected reverse stock splits\nwith 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\ngranted a compliance period.\n\n \n\nEffective\non 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\n2024 Reverse Stock Split”), to cure our non-compliance with the Minimum Bid Price Requirement. As a result, if we fail to meet\nthe Minimum Bid Price Requirement more than one year, but before two years after the effective date of the October 2024 Reverse Stock\nSplit (i.e., before October 8, 2026), and the cumulative ratio of the October 2024 Reverse Stock Split and any future reverse stock split\nis greater than 1-to-250, Nasdaq will issue a delisting notification and our common stock will be automatically suspended from trading\non Nasdaq, subject to our right to appeal the delisting determination to a hearings panel, provided that our common stock will trade\nin the over-the-counter (OTC) market while the appeal is pending.\n\n \n\nSeparately,\nprior 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\nwith 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\nto regain compliance with the Minimum Bid Price Requirement as discussed above.\n\n \n\nSeparately,\nNasdaq Listing Rule 5810(c)(3)(A) provides that if a listed company takes a corporate action, such as a reverse stock split, to regain\ncompliance with the Minimum Bid Price Requirement, and that action results in the listed company falling below the threshold for another\nNasdaq listing requirement (e.g., the Nasdaq Capital Market continued listing requirement that a listed company have at least 500,000\npublicly held shares), the listed company will not be granted a compliance period for the new deficiency. In that case, the listed company\nmust cure both deficiencies within the compliance period(s) applicable to the Minimum Bid Price Requirement deficiency.\n\n \n\nFinally,\npursuant 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\ndays during any compliance period imposed as a result of noncompliance with the Minimum Bid Price Requirement, Nasdaq will issue a delisting\ndetermination; however, unlike the process as discussed above for the determination of excessive reverse stock splits, suspension of\ntrading of our common stock will generally be stayed while any appeal is pending. Over the past 52 weeks our common stock has traded\nas low as $0.1620 per share.\n\n \n\nAs\ndiscussed above, we are not currently in compliance with the Minimum Bid Price Requirement and our stockholders’ equity has in\nthe past not been above Nasdaq’s $2.5 million minimum, we may not generate over $500,000 of yearly net income moving forward, we\nmay not maintain $35 million in market value of listed securities, we may not be able to maintain independent directors (to the extent\nrequired), and as discussed above, we do not currently have a stock price over $1.00 per share. Nasdaq’s determination that we\nfail to meet the continued listing standards of Nasdaq or our failure to comply with the Minimum Bid Price Requirement in the future\nmay result in our securities being delisted from Nasdaq.\n\n \n\n63\n\n \n\n \n\nThe\nabsence of such a listing on Nasdaq may adversely affect the acceptance of our common stock as currency or the value accorded by other\nparties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of\nour securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders\nto sell our common stock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade\non an over-the-counter quotation system, such as the OTCQB Market or the OTCID Market, where an investor may find it more difficult to\nsell our securities or obtain accurate quotations as to the market value of our securities. In the event our common stock is delisted\nfrom Nasdaq in the future, we may not be able to list our common stock on another national securities exchange or obtain quotation on\nan over-the counter quotation system.\n\n \n\nA\ndelisting of our common stock from the Nasdaq could adversely affect our business, financial condition and results of operations and\nour ability to attract new investors, reduce the price at which our common stock trades, decrease, investors’ ability to make transactions\nin our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent in trading such shares,\nand reduce our flexibility to raise additional capital without overall negative effects for our stockholders.\n\n \n\n**We\nmay be deemed to be engaged in manufacturing rather than compounding, which would subject us to more stringent regulatory requirements,\nand our reliance on a related-party pharmacy operating under Section 503A of the FFD&C Act exposes us to significant regulatory risk.**\n\n \n\nWe\ndepend on a related-party pharmacy to compound certain products pursuant to Section 503A of the FFD&C Act, which provides an exemption\nfrom certain requirements applicable to FDA-approved drugs only if specified conditions are satisfied. These conditions include, among\nothers, compounding based on valid patient-specific prescriptions, limitations on the use of bulk drug substances, restrictions on compounding\ndrugs that are essentially copies of commercially available products, and prohibitions on manufacturing or distributing compounded drugs\nat scale.\n\n \n\nThe\nFDA has recently increased scrutiny of compounding pharmacies and telehealth-related distribution models, including through warning letters,\npublic statements and enforcement actions involving compounded drugs. Although recent FDA actions have focused on compounded GLP-1 products,\nthe FDA has articulated broader concerns regarding whether certain business models improperly rely on the compounding framework while\noperating in a manner more akin to drug manufacturing. These concerns include, among others, the absence of bona fide patient-specific\nprescriptions, the use of bulk drug substances that may not qualify under Section 503A, compounding at scale, and marketing practices\nthat may be misleading or that position compounded drugs as substitutes for FDA-approved products.\n\n \n\nIn\naddition, our model involves telehealth-enabled prescribing, which has been an area of increasing regulatory focus. Regulators, including\nthe FDA and state medical boards, have questioned whether certain telehealth practices (particularly those involving asynchronous consultations,\nstandardized intake forms or protocols, or limited practitioner-patient interaction) satisfy applicable requirements for establishing\na valid practitioner-patient relationship and issuing a legitimate prescription. Any determination that prescriptions provided through\nour platform are not valid for purposes of Section 503A could result in a loss of the compounding exemption.\n\n \n\nWhile\nwe do not compound GLP-1 products, we offer compounded drugs in areas such as weight loss, hair loss and ED that may present similar\nregulatory considerations. There can be no assurance that the FDA or other regulatory authorities will not determine that the activities\nof our related-party pharmacy, or our own practices in connection with the marketing and distribution of compounded products, exceed\nthe scope of traditional pharmacy compounding and should be subject to the FDA’s drug approval and current good manufacturing practice\nrequirements.\n\n \n\nIf\nregulatory authorities were to take such a position, we or our related-party pharmacy, could be subject to enforcement actions, including\nwarning letters, product seizures, injunctions, civil penalties or other sanctions, and could be required to modify or discontinue certain\nofferings. In addition, increased regulatory scrutiny or changes in applicable laws, regulations or guidance could restrict our ability,\nor the ability of our related-party pharmacy, to compound or offer products.\n\n \n\n64\n\n \n\n \n\nAny\nof the foregoing could result in increased compliance costs, operational disruptions, reputational harm and a material adverse effect\non our business, financial condition and results of operations, and cause the value of our securities to decline or become worthless."}