MGRX Under Scrutiny After Reverse Split, Trading Irregularities
Ticker: MGRX · Form: 10-K · Filed: Apr 1, 2026 · CIK: 0001938046
Sentiment: bearish
Topics: Men's Wellness, Telemedicine, Reverse Stock Split, Stock Manipulation, Related Party Transactions, Biotechnology, Pharmaceuticals
Related Tickers: HIMS
TL;DR
**MGRX's reverse split and suspicious trading patterns scream 'avoid' – this stock is a manipulation minefield.**
AI Summary
MANGOCEUTICALS, INC. (MGRX) focuses on men's wellness products and telemedicine services, including treatments for erectile dysfunction (Mango ED), hair loss (Grow), hormone balance (Mojo), and weight management (Slim). All Compounded Products are produced and fulfilled by Epiq Scripts, LLC, a related party pharmacy 52% owned by CEO Jacob Cohen. The company became public on March 20, 2023, and its common stock trades on the Nasdaq Capital Market under MGRX. On October 16, 2024, MGRX executed a 1-for-15 reverse stock split, reducing outstanding shares from approximately 35.5 million to 2.4 million, with fractional shares rounded up. This reverse split was followed by concerns about highly irregular trading patterns and an unprecedented increase in shareholder accounts, which the company is investigating for potential stock manipulation. The aggregate market value of non-affiliate common stock was approximately $14,725,437 as of June 30, 2025, based on a closing price of $1.52.
Why It Matters
MGRX's 1-for-15 reverse stock split and subsequent trading irregularities raise significant red flags for investors, suggesting potential market manipulation that could erode shareholder value. The company's reliance on Epiq Scripts, a related-party pharmacy 52% owned by CEO Jacob Cohen, introduces governance and conflict-of-interest concerns that could impact product fulfillment and financial transparency. This situation could deter new investors, impact employee morale due to stock volatility, and potentially affect customer trust if product supply or quality is perceived to be compromised. Competitors in the men's wellness telemedicine space, such as Hims & Hers Health, Inc. (HIMS), may capitalize on any instability at MGRX.
Risk Assessment
Risk Level: high — The company explicitly states concerns about 'highly irregular trading patterns and an unprecedented increase in the number of shareholder accounts' following its October 16, 2024, 1-for-15 reverse stock split, indicating potential stock manipulation. Furthermore, the reliance on Epiq Scripts, LLC, a related party 52% owned by CEO Jacob Cohen, for all Compounded Products and Prime fulfillment, presents a significant conflict of interest and operational risk.
Analyst Insight
Investors should exercise extreme caution and consider avoiding MGRX due to the disclosed concerns about potential stock manipulation and the significant related-party transactions. Await further clarity from the company's investigation and improved governance before considering any investment.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $14.7M
- operating Margin
- N/A
- total Assets
- N/A
- total Debt
- N/A
- net Income
- N/A
- eps
- N/A
- gross Margin
- N/A
- cash Position
- N/A
- revenue Growth
- N/A
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Jacob Cohen | Chief Executive Officer | $1,200,000 |
Key Numbers
- $14.7M — Aggregate market value of non-affiliate common stock (As of June 30, 2025, based on a $1.52 closing price.)
- 1-for-15 — Reverse Stock Split Ratio (Effective October 16, 2024, reducing outstanding shares from 35.5 million to 2.4 million.)
- 52% — Ownership of Epiq Scripts, LLC (Owned by CEO Jacob Cohen, highlighting related-party dependency.)
- 2.4M — Post-split outstanding common shares (Reduced from approximately 35.5 million after the October 16, 2024 reverse stock split.)
- March 20, 2023 — Public Reporting Company Date (Date MGRX became a public reporting company via its S-1 effectiveness.)
Key Players & Entities
- MANGOCEUTICALS, INC. (company) — registrant
- MGRX (company) — ticker symbol
- Epiq Scripts, LLC (company) — related party compounding pharmacy
- Jacob Cohen (person) — Chief Executive Officer and Chairman of MANGOCEUTICALS, INC. and 52% owner of Epiq Scripts, LLC
- Nasdaq Capital Market (regulator) — exchange where MGRX common stock trades
- United States Securities and Exchange Commission (regulator) — regulates MANGOCEUTICALS, INC. filings
- $14,725,437 (dollar_amount) — aggregate market value of non-affiliate common stock on June 30, 2025
- $1.52 (dollar_amount) — closing price of common stock on June 30, 2025
- Texas (regulator) — state of incorporation for MANGOCEUTICALS, INC.
- October 16, 2024 (date) — effective date of 1-for-15 reverse stock split
FAQ
What is Mangoceuticals, Inc.'s primary business focus?
Mangoceuticals, Inc. (MGRX) primarily focuses on developing, marketing, and selling men's wellness products and services through a telemedicine platform, connecting consumers to licensed healthcare professionals via its www.MangoRX.com website.
What was the impact of Mangoceuticals' reverse stock split?
On October 16, 2024, Mangoceuticals, Inc. (MGRX) effected a 1-for-15 reverse stock split, reducing its outstanding common stock from approximately 35.5 million shares to about 2.4 million shares. Fractional shares were rounded up to the nearest whole share.
Why is Mangoceuticals investigating trading patterns?
Mangoceuticals, Inc. (MGRX) is investigating 'highly irregular trading patterns and an unprecedented increase in the number of shareholder accounts' that occurred shortly after its October 16, 2024, reverse stock split, due to concerns about potential stock manipulation.
Who produces Mangoceuticals' Compounded Products?
All of Mangoceuticals, Inc.'s (MGRX) Compounded Products, including Mango ED, Grow, Mojo, and Slim, are produced and fulfilled by Epiq Scripts, LLC, a related party compounding pharmacy.
What is the relationship between Mangoceuticals and Epiq Scripts, LLC?
Epiq Scripts, LLC, which produces and fulfills all of Mangoceuticals, Inc.'s (MGRX) Compounded Products, is a related party pharmacy, 52% owned by Jacob Cohen, who is also Mangoceuticals' Chief Executive Officer and Chairman.
When did Mangoceuticals become a public company?
Mangoceuticals, Inc. (MGRX) became a public reporting company on March 20, 2023, following the effectiveness of its Registration Statement on Form S-1 in connection with its initial public offering.
What are the brand names for Mangoceuticals' men's wellness products?
Mangoceuticals, Inc. (MGRX) markets products under the brand names 'Mango' for ED, 'Grow' for hair loss, 'Mojo' for hormone balance, and 'Slim' for weight loss treatments.
What was the market value of Mangoceuticals' non-affiliate common stock?
As of June 30, 2025, the aggregate market value of Mangoceuticals, Inc.'s (MGRX) Common Stock held by non-affiliates was approximately $14,725,437, based on a closing price of $1.52 on the Nasdaq Capital Market.
Where can I find Mangoceuticals' SEC filings?
Mangoceuticals, Inc.'s (MGRX) SEC filings, including annual, quarterly, and current reports, are available on the SEC's website at https://www.sec.gov and also free of charge on the company's website under the 'SEC Filings' heading at www.mangoceuticals.com.
What are some key risks for Mangoceuticals, Inc. investors?
Key risks for Mangoceuticals, Inc. (MGRX) investors include the ability to obtain additional funding, compliance with regulations, competition, potential safety risks of products, and macroeconomic factors, as detailed in Item 1A. Risk Factors.
Risk Factors
- Related Party Pharmacy Dependence [high — operational]: The company's compounded products are produced and fulfilled exclusively by Epiq Scripts, LLC, a pharmacy 52% owned by CEO Jacob Cohen. This significant related-party dependency creates risks related to pricing, supply chain reliability, and potential conflicts of interest that could adversely affect MGRX's operations and financial performance.
- Stock Manipulation Concerns [high — market]: Following a 1-for-15 reverse stock split on October 16, 2024, MGRX experienced highly irregular trading patterns and an unprecedented increase in shareholder accounts. The company is investigating these events for potential stock manipulation, which could lead to regulatory scrutiny and damage investor confidence.
- Telemedicine and Prescription Regulations [medium — regulatory]: MGRX operates in the highly regulated telemedicine and prescription drug space. Changes in federal or state regulations regarding telemedicine, prescribing practices, or the marketing of men's wellness products could significantly impact the company's business model and profitability.
- Limited Operating History as Public Company [medium — financial]: MGRX only became a public reporting company on March 20, 2023. Its limited history as a public entity means there is less historical financial data for investors to analyze, and the company may face challenges in meeting the reporting and compliance requirements of public markets.
- Competition in Men's Wellness [medium — market]: The men's wellness market is increasingly competitive, with numerous companies offering similar products and services. MGRX faces competition from established players and new entrants, which could pressure pricing and market share.
Industry Context
MANGOCEUTICALS operates in the growing men's wellness sector, which leverages telemedicine for discreet access to treatments for conditions like erectile dysfunction, hair loss, and hormone imbalances. The industry is characterized by increasing consumer demand for personalized health solutions and a shift towards digital health platforms. However, it faces intense competition from both specialized online providers and traditional healthcare services.
Regulatory Implications
The company's reliance on telemedicine and prescription-based products exposes it to significant regulatory risks. Changes in FDA regulations, state telemedicine laws, or data privacy requirements (like HIPAA) could necessitate costly compliance measures or fundamentally alter its business operations.
What Investors Should Do
- Monitor investigation into stock manipulation.
- Assess financial impact of related-party transactions.
- Scrutinize future financial disclosures for profitability and growth drivers.
Key Dates
- 2024-10-16: Executed 1-for-15 reverse stock split — Significantly reduced outstanding shares from 35.5 million to 2.4 million, impacting per-share metrics and potentially attracting regulatory attention due to subsequent trading irregularities.
- 2023-03-20: Became a public reporting company — Marked the beginning of MGRX's public trading and reporting obligations, allowing for broader investor access but also increased scrutiny.
- 2025-06-30: Aggregate market value of non-affiliate common stock calculated — Indicated a market capitalization of approximately $14.7 million based on a $1.52 closing price, providing a snapshot of investor valuation.
Glossary
- Compounded Products
- Medications that are specifically mixed or altered from their commercially available forms to meet an individual patient's needs, often prescribed by a physician. (These are the core products MGRX offers, highlighting the company's reliance on specialized pharmacy services.)
- Related Party
- A person or entity that has the ability to control or significantly influence the operating decisions of another entity, such as a CEO owning a significant stake in a key supplier. (Crucial for understanding potential conflicts of interest and dependencies, as seen with CEO Jacob Cohen's ownership of Epiq Scripts, LLC.)
- Reverse Stock Split
- A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the share price. (MGRX executed a 1-for-15 split, which significantly altered its share structure and has been followed by unusual trading activity.)
- Telemedicine
- The use of telecommunications and information technology to provide clinical healthcare from a distance. (This is a core delivery channel for MGRX's men's wellness services, indicating regulatory and technological dependencies.)
Year-Over-Year Comparison
Information comparing key metrics to the previous year is not available in the provided text. The company became public on March 20, 2023, and the 10-K filing likely covers its first full year or significant period as a public entity. Therefore, direct year-over-year comparisons for metrics like revenue growth, margin changes, and the emergence of new risks are not yet established within this context.
Filing Stats: 4,644 words · 19 min read · ~15 pages · Grade level 13.8 · Accepted 2026-04-01 06:31:02
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 Par Value Per Share MGRX The NASDAQ
- $1.52 — n Stock on the Nasdaq Capital Market of $1.52 on June 30, 2025. For purposes of this
Filing Documents
- form10-k.htm (10-K) — 3975KB
- ex21-1.htm (EX-21.1) — 7KB
- ex23-1.htm (EX-23.1) — 5KB
- ex31-1.htm (EX-31.1) — 17KB
- ex31-2.htm (EX-31.2) — 18KB
- ex32-1.htm (EX-32.1) — 8KB
- ex32-2.htm (EX-32.2) — 8KB
- form10-k_001.jpg (GRAPHIC) — 77KB
- form10-k_002.jpg (GRAPHIC) — 32KB
- form10-k_003.jpg (GRAPHIC) — 44KB
- form10-k_004.jpg (GRAPHIC) — 57KB
- form10-k_005.jpg (GRAPHIC) — 8KB
- form10-k_006.jpg (GRAPHIC) — 10KB
- form10-k_007.jpg (GRAPHIC) — 9KB
- form10-k_008.jpg (GRAPHIC) — 24KB
- 0001493152-26-014478.txt ( ) — 16462KB
- mgrx-20251231.xsd (EX-101.SCH) — 77KB
- mgrx-20251231_cal.xml (EX-101.CAL) — 74KB
- mgrx-20251231_def.xml (EX-101.DEF) — 435KB
- mgrx-20251231_lab.xml (EX-101.LAB) — 671KB
- mgrx-20251231_pre.xml (EX-101.PRE) — 553KB
- form10-k_htm.xml (XML) — 2018KB
Business
Item 1. Business. 4
Risk Factors
Item 1A. Risk Factors. 33
Unresolved Staff Comments
Item 1B. Unresolved Staff Comments. 78
Cybersecurity
Item 1C. Cybersecurity. 78
Properties
Item 2. Properties. 79
Legal Proceedings
Item 3. Legal Proceedings. 79
Mine Safety Disclosures
Item 4. Mine Safety Disclosures. 79 PART II 80
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. 80
[Reserved]
Item 6. [Reserved] 80
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 80
Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 95
Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data. 96
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 97
Controls and Procedures
Item 9A. Controls and Procedures. 97
Other Information
Item 9B. Other Information. 98
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 98 PART III 99
Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance. 99
Executive Compensation
Item 11. Executive Compensation. 109
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 124
Certain Relationships and Related Transactions, and Director Independence
Item 13. Certain Relationships and Related Transactions, and Director Independence. 125
Principal Accountant Fees and Services
Item 14. Principal Accountant Fees and Services. 135 PART IV 136
Exhibits and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules. 136
Form 10–K Summary
Item 16. Form 10–K Summary. 142 Cautionary This Annual Report on Form 10-K (this " Report ") contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of Mangoceuticals, Inc. (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. In some cases, you can identify forward-looking " estimate, " " expect, " " intend, " " may, " " ongoing, " " plan, " " potential, " " predict, " " project, " " should, " or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the performance or achievements to be materially different from the information expressed 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 ", which factors include: our ability to obtain additional funding, the terms of such funding, and dilution caused thereby; the effect of pandemics on our operations, sales, and the market for our products; our ability to build and maintain our brand; cybe