Asfiled with the Securities and Exchange Commission on January 13, 2023

RegistrationNo. 333-   

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

Mangoceuticals,Inc.

(ExactName of Registrant as Specified in Its Charter)

15110N. Dallas Parkway, Suite 600
Dallas, Texas 75248

(214)242-9619

(Address,Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

JacobD. Cohen

ChiefExecutive Officer

Mangoceuticals,Inc.

15110N. Dallas Parkway, Suite 600
Dallas, Texas 75248

(214)242-9619

(Name,Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☐

Ifthis form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby 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 reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dateas the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORYNOTE

ThisRegistration Statement contains two prospectuses, as set forth below.

TheResale Prospectus is substantially identical to the Public Offering Prospectus, except for the following principal items:

Theregistrant has included in this registration statement a set of alternate pages after the outside back cover page of the Public OfferingProspectus, which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to thePublic Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offeringby the registrant. The Resale Prospectus will be substantially identical to the Public Offering Prospectus except for the addition orsubstitution of the Alternate Pages and will be used for the resale offering by the selling shareholders (it being understood that noneof the shares being registered for resale by the selling shareholders in the Resale Prospectus may be sold prior to the closing of ourinitial public offering under the Public Offering Prospectus, and only then in compliance with applicable laws, rules and regulations).

Theinformation in this preliminary prospectus is not complete and may be changed. We may not sell these securities nor may we accept offersto buy these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminaryprospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where theoffer or sale is not permitted.

1,250,000 Shares

Mangoceuticals,Inc.

CommonStock

Thisis a firm commitment initial public offering of shares of common stock of Mangoceuticals, Inc. Prior to this offering, there has beenno public market for our common stock. It is currently estimated that the initial public offering price per share will be between $3.00and $5.00 per share. We intend to list the common stock for trading on The Nasdaq Capital Market under the symbol “MNGO”If our common stock is not approved for listing on The Nasdaq Capital Market, we will not consummate this offering.

Aftercompletion of this offering, Cohen Enterprises, Inc., our largest single shareholder, controlled by Jacob D. Cohen, our Chairman andChief Executive Officer, will continue to own approximately 53.5% of our outstanding common stock. We are a “controlledcompany” as defined under Nasdaq Marketplace Rules and are eligible for certain exemptions from these rules, though we do not intendto rely on any such exemptions. See “Risk Factors – Jacob D. Cohen, our Chairman and Chief Executive Officer, beneficiallyowns greater than 50% of our outstanding common stock ” for more information.

Atthe same time as the offering set forth in this prospectus (the “Public Offering Prospectus”), we are registering the resaleof 4,690,000 shares of common stock, consisting of 2,690,000 outstanding shares of common stock and 2,000,000 sharesof common stock issuable upon the exercise of warrants to purchase common stock (the “Resale Prospectus”), under a separateprospectus.

Weare an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, mayelect to comply with certain reduced public company reporting requirements for future filings.

Wehave granted the underwriters an option for a period of 45 days after the date of this prospectus to purchase up to 15% of the totalnumber of our shares of common stock to be offered by us pursuant to this offering (excluding shares of common stock subject to thisoption), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts andcommissions.

Aninvestment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under “RiskFactors,” beginning on page 12 of this prospectus before you make your decision to invest in our common stock.

Neitherthe Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TheUnderwriter expects to deliver the shares of common stock against payment as set forth under “Underwriting,” on or about             , 2023.

BousteadSecurities, LLC

Thedate of this prospectus is        , 2023

TABLEOF CONTENTS

Glossaryof Industry Terms

Thefollowing are abbreviations, acronyms and definitions of certain terms used in this document, which are commonly used in our industry:

“API”means active pharmaceutical ingredients.

“cGMP”means current good manufacturing practice regulations promulgated by the FDA under the authority of the FFDCA. These regulations, whichhave the force of law, require that manufacturers, processors, and packagers of drugs, medical devices, some food, and blood take proactivesteps to ensure that their products are safe, pure, and effective.

“FFDCA”means the Federal Food, Drug and Cosmetic Act, which is a set of U.S. laws passed by Congress in 1938 giving authority to the FDA tooversee the safety of food, drugs, medical devices, and cosmetics.

“HIPAA”means the Health Insurance Portability and Accountability Act of 1996, which has the goal of making it easier for people to keep healthinsurance, protect the confidentiality and security of healthcare information and help the healthcare industry control administrativecosts.

“HITECH”means the Health Information Technology for Economic and Clinical Health Act.

“IU”means International Unit, which is a unit of measurement for the effect, not mass of a substance; the variance is based on the biologicalactivity or effect, for the purpose of easier comparison across similar forms of substances. IUs are used to measure the activity ofmany vitamins, hormones, enzymes, and drugs.

“Individuallyidentifiable health information” is defined by HIPPA to mean information that is a subset of health information, includingdemographic information collected from an individual, and: (1) is created or received by a health care provider, health plan, employer,or health care clearinghouse; and (2) relates to the past, present, or future physical or mental health or condition of an individual;the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual;and (a) that identifies the individual; or (b) with respect to which there is reasonable basis to believe the information can be usedto identify the individual.

“Mg”means milligrams.

“NCPDP”means the National Council for Prescription Drug Programs, which is an American National Standards Institute accredited, standards developmentorganization providing healthcare solutions.

“NPI”means National Provider Identifier, which is a Health Insurance Portability and Accountability Act (HIPAA) Administrative SimplificationStandard. The NPI is a unique identification number for covered health care providers.

“PII”means personal identifiable information.

“TSBP”means The Texas State Board of Pharmacy, which is the state agency responsible for the licensing/registration of Texas pharmacists, pharmacytechnicians, and pharmacies; for establishing regulations for pharmacy practice; and for disciplining licensees and registrants.

“URAC”means the Utilization Review Accreditation Commission, which is a review accreditation commission which offer health organizations anopportunity to have trained reviewers examine their operations and publicly ensure they are delivering care in a manner consistent withnational standards.

AboutThis Prospectus

Nodealer, salesperson or other individual has been authorized to give any information or to make any representation other than those containedin this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations mustnot be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offerto buy any securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neitherthe delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has beenno change in our affairs or that information contained herein is correct as of any time subsequent to the date hereof.

Forinvestors outside the United States: We and the underwriters have not done anything that would permit this offering or possessionor distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Personsoutside the United States who come into possession of this prospectus must inform themselves, and observe any restrictions relating to,the offering of the shares of our common stock and the distribution of this prospectus outside the United States.

Ourlogo and some of our trademarks and tradenames are used in this prospectus. This prospectus also includes trademarks, tradenames andservice marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectusmay appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended toindicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensorsif any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law,their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationshipwith, or endorsement or sponsorship of us by, any other companies.

Themarket data and certain other statistical information used throughout this prospectus are based on independent industry publications,reports by market research firms or other independent sources that we believe to be reliable sources; and we have not commissionedany of the market or survey data that is presented in this prospectus. Industry publications and third-party research, surveys andstudies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guaranteethe accuracy or completeness of such information. We are responsible for all of the disclosures contained in this prospectus, and webelieve these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatementsregarding any third-party information presented in this prospectus, their estimates, in particular, as they relate to projections, involvenumerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussedunder the section entitled “Risk Factors” beginning on page 12 of this prospectus. These and otherfactors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data includedherein, as well as the data of competitors as they relate to Mangoceuticals, Inc., is also based on our good faith estimates.

Unlessthe context otherwise requires, references in this prospectus to “we,” “us,” “our,” the “Company,”and “Mangoceuticals” refer to Mangoceuticals, Inc.

RiskFactors

Investingin our common stock involves a high degree of risk. You should carefully consider each of the following risks, together with all otherinformation set forth in this prospectus, including the financial statements and the related notes, before making a decision to buy ourcommon stock. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our commonstock could decline, and you may lose all or part of your investment.

RisksRelated to our Operating History and Need for Funding

Wewere recently formed, have a limited operating history and have generated only limited revenues to date and there is no assurancethat we can generate revenues or sell any commercial amount of our products in the future.

Wewere only recently formed and have limited operating history. We launched our website in mid-November 2022. To date we have sold onlya small amount of products and generated only nominal revenues. We plan to market and seek to sell commercial quantities of our MangoED product in the first quarter of 2023 following this offering. There is no assurance that we can generate commercial revenuesor sell any of its products in the marketplace, and even if revenues are generated there is no assurance that we can generatesufficient net income to support its operations.

Theseconditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. The accompanying financialstatements have been prepared in accordance with accounting principles generally accepted in the United States of America on a goingconcern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly,the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities thatmight be necessary should we be unable to continue as a going concern. The financial statements included herein alsoinclude a going concern footnote from our auditors.

Sincewe have a limited operating history, it is difficult for potential investors to evaluate our business and our business is in a relativelynew consumer product segment, which is difficult to forecast.

Ourlimited operating history in the health and wellness industry may hinder our ability to successfully meet our objectives and makes itdifficult for potential investors to evaluate our business or prospective operations. As an early-stage company, we are subject to allthe risks inherent in the financing, expenditures, operations, regulatory compliance, complications and delays inherent in a new business.Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. The likelihoodof our success must be considered in light of the problems, expenses, difficulties, regulatory challenges, complications and delays frequentlyencountered in connection with the formation of a new business, the development of a new strategy and the competitive environment inwhich we will operate. There can be no assurance that our efforts will be successful or that we will ultimately be able to attainprofitability.

Additionally,our industry segment is relatively new, and is constantly evolving. As a result, there is a lack of available information with whichto forecast industry trends or patterns. There is no assurance that sustainable industry trends or preferences will develop that willlead to predictable growth or earnings forecasts for individual companies or the industry segment as a whole. We are also unable to determinewhat impact future governmental regulation may have on trends and preferences or patterns within our industry segment.

Wewill need additional capital which may not be available on commercially acceptable terms, if at all, and this raises questions aboutour ability to continue as a going concern.

Weneed capital to support our operations and to commercialize our current Mango erectile dysfunction (“ED”) product.We may also require additional funding in the future to support our operations, expand our product line, pay expenses, or expand or completeacquisitions. The most likely source of future funds presently available to us will be through the sale of equity capital or debt. Anysale of share capital will result in dilution to existing shareholders. Furthermore, we may incur debt in the future, and may not havesufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

Wemay not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary toexpand our operations and business, which might result in the value of our securities decreasing in value or becoming worthless. Additionalfinancing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended businessplans. Obtaining additional financing contains risks, including:

Additionally,we may have difficulty obtaining additional funding, and we may have to accept terms that would adversely affect our shareholders. Forexample, the terms of any future financings may impose restrictions on our right to declare dividends (provided that none are currentlyplanned) or on the manner in which we conduct our business. Additionally, lending institutions or private investors may impose restrictionson a future decision by us to make capital expenditures, acquisitions or significant asset sales. If we are unable to raise additionalfunds, we may be forced to curtail or even abandon our business plan.

RisksRelated to Our Business Activities

Wemay not be able to successfully commercialize our Mango ED product or any other potential future men’s wellnessproducts.

Wemay not be able to effectively commercialize our Mango erectile dysfunction (“ED”) product or any other potentialfuture men’s wellness products. If we are unable to successfully commercialize our Mango ED product or successfully develop, produce, launch and commercialize any other potential future men’s wellness products, our ability to generate product sales will be severely limited,which will have a material adverse impact on our business, financial condition, and results of operations.

Weexpect to face intense competition, often from companies with greater resources and experience than we have.

Thehealth, wellness, and telemedicine industries are highly competitive and subject to rapid change. The industries continue to expand andevolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitorshave substantially greater financial, technological, managerial and research and development resources and experience than we have. Weplan to mainly compete with other companies offering men’s wellness products, including Hims & Hers Health, Inc. and Roman;and with our Mango ED product, we will also be competing against much larger pharmaceutical companies who offer ED branded drugslike Viagra (Pfizer) and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation) andtheir generic forms. The majority of these competitors and potential competitors have more experience than we have in the developmentof health and wellness services and products. In addition, our planned services and products will compete with service and product offeringsfrom large and well-established companies that have greater marketing and sales experience and capabilities than we or the parties withwhich we contract have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue.

Webelieve that our ability to compete depends upon many factors both within and beyond our control, including:

Manycompetitors also have longer operating histories, and will have larger fulfillment infrastructures, greater technical capabilities, fastershipping times, lower-cost shipping, lower operating costs, greater financial, marketing, institutional and other resources and largerconsumer bases than we do. These factors may also allow our competitors to derive greater revenue and profits from their existing consumerbases, acquire consumers at lower costs or respond more quickly than we will be able to, to new or emerging technologies and changesin product trends and consumer shopping behavior. These competitors may engage in more extensive research and development efforts, enteror expand their presence in any or all of the ecommerce or retail channels where we plan to compete, undertake more far-reaching marketingcampaigns, and adopt more aggressive pricing policies, which may allow them to build larger consumer bases or generate revenue from theirexisting consumer bases more effectively than we will be able to. As a result, these competitors may be able to offer comparable or substituteproducts to consumers at similar or lower costs. This could put pressure on us to lower our prices, resulting in lower revenue and marginsor cause us to lose market share even if we lower prices.

Furthermore,companies with greater resources or more well-known brand names may attempt to compete with us, and as a result, we may lose currentor potential customers and may be unable to generate sufficient revenues to support our operations, any one of which could have a materialadverse effect on our ability to grow and our results of operations.

Wecannot be certain that we will successfully compete with larger competitors that have greater financial, sales, technical and other resources.Companies with greater resources may acquire our competitors or launch new products, and they may be able to use their resources andscale to respond to competitive pressures and changes in consumer preferences by reducing prices or increasing promotional activities,among other things.

Ifwe fail to successfully provide a good customer experience, including by developing new product offerings, our ability to attractmembers and customers may be materially adversely affected.

Ourability to obtain customers and retain future customers, attract customers and increase customer engagement with us will depend in parton our ability to successfully implement and improve our customer experience, including by continuing to create and introduce new productofferings, improving upon and enhancing our existing product offerings and strengthening our customers interactions with our brand andproducts. If new or enhanced product offerings are unsuccessful, we may be unable to attract or retain customers and our operating resultscould be materially adversely affected. Furthermore, new or shifting customer demands, tastes or interests, superior competitive offeringsor a deterioration in our product offering quality or our ability to bring new or enhanced product offerings to market quickly and efficientlycould negatively affect the attractiveness of our products and the economics of our business and require us to make substantial changesto and additional investments in our product offerings or business model.

Wemay expend our limited resources to pursue particular products or services and may fail to capitalize on products or services that maybe more profitable or for which there is a greater likelihood of success.

Becausewe have limited financial and managerial resources, we must focus our efforts on particular service programs and products. As a result,we may forego or delay pursuit of opportunities with other services or products that later prove to have greater commercial potential.Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.Any such failure could result in missed opportunities and/or our focus on products or services with low market potential, which wouldharm our business and financial condition. Our current use of proceeds is specifically focused on, among other things, branding, marketingand selling Mangoceuticals’ ED product, and does not include and capital allocated for future products or services anticipatedto be sold in the future under the ‘Mango’ label and brand.

Wehave entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, which entity is currently licensed to providepharmacy services in only 36 states.

Asdescribed in greater detail under “Business—Master Services Agreement with Epiq Scripts,” we have entered into a MasterServices Agreement and SOW for Epiq Scripts, a related party, to provide us pharmacy and compounding services. Epiq Scripts has filedwith the Utilization Review Accreditation Commission (“URAC”) to obtain its pharmacy accreditation and has State Board ofPharmacy (or its equivalent) licenses in 36 states: Alaska, Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii,Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey,New Mexico, New York, North Carolina, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Texas, Utah, Virginia, Washington,West Virginia, Wisconsin, and Wyoming. It is also in the process of applying for additional state licenses and plans to eventuallyobtain licenses in all 50 states by the end of the first quarter of 2023, with some state licenses easier to obtain and quickerto obtain than others. As a result of the above, Epiq Scripts can currently only provide the Services to us in the 36 statesdescribed above, and we will be unable to sell its products to any customers in any states other than those 36 states,until Epiq Scripts is able to obtain licenses in other states and is limited to selling products to customers only in the states in whichEpiq Scripts holds licenses.

TheMaster Services Agreement does not address product liability claims which may result in us bringing legal claims or actions against EpiqScripts to attempt to seek indemnification or contribution for product liability claims.

Eachparty to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and the other party’s officers,directors, shareholders, employees, and agents from and against any and all nonparty claims, or actions for damages, liabilities (includingstrict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs) to the proportionate extent causedby (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents in connection with the performance ofthe agreement, or (2) any breach of any representation, warranty or covenant under the agreement by the indemnitor or any of its employeesor agents. Additionally, the parties agreed that neither party will be liable to the other for special, incidental, or exemplary damages,subject to certain limited exceptions. The Master Services Agreement does not address product liability claims or assign any rights ofindemnification or contribution in connection therewith. As a result, in the event of product liability claims, we may be forced to bringlegal claims or actions against Epiq Scripts to attempt to seek indemnification or contribution for product liability claims, to theextent that we are sued in connection with such claims and Epiq Scripts isn’t sued or that we are found primarily liable for suchclaims. Such claims may be costly, time consuming, and may not ultimately result in a favorable outcome to us, all of which mayhave an adverse effect on the value of our securities.

Weplan to exclusively rely on Epiq Scripts, a new formed entity with a limited operating history, for our pharmacy compounding services.

Asdisclosed herein, we have entered into a Material Agreements—Master Services Agreement with Epiq Scripts, a related party, to operateas our sole and exclusive licensed pharmacy to compound our Mango ED to customers, assuming such Mango ED product isprescribed by physicians pursuant to our agreement with Doctegrity. Epiq Scripts was only formed in January 2022, and to date has onlyrecently began compounding drugs for patients. We face risks relying on a newly formed pharmacy with limited operations. Those risksinclude risks that Epiq Scripts will not be able to follow applicable regulatory guidelines relating to, will not be able to timely orcost effectively complete, or may not correctly, fulfill, specialty compound, package, ship, dispense and/or distribute our MangoED product. If Epiq Scripts is not able to scale its operations to meet the demand of our operations, or is unable to undertake any ofthe actions described above, our business may be materially and adversely affected, we may need to find a new partner pharmacy, whichmay charge us more money for its services or may not have as favorable contract terms, we may be delayed or prevented from selling our Mango ED product, and may face fines, penalties or litigation. In the event of the occurrence of any of the above, the valueof our securities may decline in value or become worthless.

Ourbusiness depends on our brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside ourcontrol, could materially adversely affect our business.

Webelieve our future success depends on our ability to maintain and grow the value of the “Mango” brand. Maintaining, promotingand positioning our brand and reputation will depend on, among other factors, the success of our marketing and merchandising effortsand our ability to provide a consistent, high-quality customer experience. Any negative publicity, regardless of its accuracy, couldmaterially adversely affect our business. Brand value is based in large part on perceptions of subjective qualities, and any incidentthat erodes the loyalty of our customers, including adverse publicity or a governmental investigation or litigation, could significantlyreduce the value of our brand and significantly damage our business.

Thevalue of our brand also depends on effective customer support to provide a high-quality customer experience, which requires significantpersonnel expense. If not managed properly, this expense could impact our profitability. Failure to manage or train our own or outsourcedcustomer support representatives properly, or our inability to hire sufficient customer support representatives could result in lower-qualitycustomer support and/or increased customer response times, compromising our ability to handle customer complaints effectively.

Ourability to gain and increase market acceptance and generate commercial revenues will be subject to a variety of risks, many of which areout of our control.

OurMango ED product and any other potential future men’s wellness products may not gain or increase market acceptanceamong physicians, patients, healthcare payors or the medical community. We believe that the degree of market acceptance and our abilityto generate commercial revenues from such products will depend on a number of factors, including:

OurMango ED and/or future products may fail to achieve market acceptance or generate significant revenue to achieve sustainable profitability.In addition, our efforts to educate the medical community and third-party payors on the safety and benefits of our drugs may requiresignificant resources and may not be successful.

Wemay be unable to scale our operations fast enough to bring down our cost of sales and generate revenues sufficient to support our operations.

Webelieve that in general, the faster we are able to scale up our operations, the lower our cost of sales, as a percentage of revenue,will be, as we believe that certain economics of scale exist with our operations. If we are unable to grow our business fast enough totake advantage of these economies of scale, our operations may suffer, and we may not be profitable.

Economicdownturns or a change in consumer preferences, perception and spending habits could limit consumer demand for our products andnegatively affect our future business.

Theproducts that we plan to sell in the future (including our Mango ED product) may be adversely affected from time to time by economic downturns that impact consumerspending, including discretionary spending. Future economic conditions such as employment levels, business conditions, housing starts,market volatility, interest rates, inflation rates, energy and fuel costs and tax rates, or our actions in response to these conditions,such as price increases, could reduce consumer spending or change consumer purchasing habits.

Ourperformance depends significantly on factors that may affect the level and pattern of consumer spending in the markets in which we operate.Such factors include consumer preference, consumer confidence, consumer income, consumer perception of the safety and quality of ourfuture products and shifts in the perceived value for our products relative to alternatives. A general decline in the consumption ofour future products could occur at any time as a result of change in consumer preference, perception, confidence and spending habits,including an unwillingness to pay a premium or an inability to purchase our products due to financial hardship or increased price sensitivity,which may be exacerbated by the effects of the COVID-19 pandemic, inflationary pressures and economic uncertainty. If consumer preferencesshift away from our future products, our business, financial condition and results of operations could be adversely affected.

Thesuccess of our products depend on a number of factors including our ability to accurately anticipate changes in market demandand consumer preferences, our ability to differentiate the quality of our future products from those of our competitors, and the effectivenessof our marketing and advertising campaigns for our products. We may not be successful in identifying trends in consumer preferences anddeveloping products that respond to such trends in a timely manner. We also may not be able to effectively promote our products by ourmarketing and advertising campaigns and gain market acceptance. If our products fail to gain market acceptance, are restricted by regulatoryrequirements or have quality problems, we may not be able to fully recover costs and expenses incurred in our operation, and our business,financial condition, results of operations and prospects could be adversely affected.

Wewill rely upon independent third-party transportation providers for all of our product shipments and will be subject to increased shippingcosts as well as the potential inability of our third-party transportation providers to deliver on a timely basis.

Wewill rely upon independent third-party transportation providers for all of our product shipments, including shipments from our relatedparty pharmacy to our customers. Our utilization of these third party delivery services for shipments is subject to risks which may impacta shipping company’s ability to provide delivery services that adequately meet our shipping needs, including risks related to employeestrikes, labor and capacity constraints, port security considerations, trade policy changes or restrictions, military conflicts, actsof terrorism, accidents, natural disasters and inclement weather. Any interruption in service provided by our shipping companies couldcause temporary disruptions in our business, a loss of sales and profits, and other material adverse effects. In addition, we are subjectto increased shipping costs when fuel prices increase, as we use expedited means of transportation such as air freight. If we changethe shipping company we use, we could face logistical difficulties that could adversely affect deliveries, and we would incur costs andexpend resources in connection with such change.

Thefailure of our physician services provider, Doctegrity, to attract and retain physicians in a competitive labor market could limit ourability to execute our growth strategy, resulting in a slower rate of growth.

Ourwellness business will depend on the ability of our future contracted telemedicine services provider(s) to continue to recruitand retain a sufficient number of qualified licensed doctors. Although we expect such provider(s) will have an effective recruitmentprocess, there is no assurance that such provider(s) will be able to secure arrangements with sufficient numbers of licensed doctorsor retain the services of such practitioners. If our provider(s) experience delays or shortages in obtaining access to qualified physicians,we would be unable to operate and may be forced to seek alternative arrangements which could be more costly or may be forced to suspendour business operations.

Ifwe are unable to maintain or enter into future agreements with suppliers or our suppliers fail to supply us with our Mango EDproduct ingredients or any other potential future men’s wellness products, we may experience delays in selling our products.

Wemay not be successful in maintaining or entering into new supply agreements on reasonable terms or at all or that we or our supplierswill be able to obtain or maintain the necessary regulatory approvals or state and federal controlled substances registrations for currentor potential future suppliers in a timely manner or at all. If we are unable to obtain a sufficient quantity of active pharmaceuticalingredients manufactured at a facility that is registered and listed with the FDA and required to produce products, there could be adelay in producing products, which could adversely affect our product sales and operating results materially, which could significantlyharm our business. This has not occurred to date.

Wecurrently do not have any manufacturing facilities and intend to rely on third parties for the supply of the products, as well as forthe supply of materials. However, we cannot be certain that we or our suppliers will be able to obtain or maintain the necessary regulatoryapprovals or registrations for these suppliers in a timely manner or at all.

Ourbusiness is exposed to risks associated with credit card and other online payment chargebacks and fraud.

Amajority of our revenue is expected to be processed through credit cards and other online payments. If we experience refunds or chargebacks,our processors could require us to create reserves, increase fees or terminate contracts with us, which would have an adverse effecton our financial condition. Our failure to limit fraudulent transactions conducted on our website, such as through the use of stolencredit card numbers, could also subject us to liability and adversely impact our reputation. Under credit card association rules, penaltiesmay be imposed at the discretion of the association for inadequate fraud protection. Any such potential penalties would be imposed onour credit card processor by the association. However, we face the risk that we may fail to maintain an adequate level of fraud protectionand that one or more credit card associations or other processors may, at any time, assess penalties against us or terminate our abilityto accept credit card payments or other form of online payments from customers, which would have a material adverse effect on our business,financial condition and operating results.

Wecould also incur significant fines or lose our ability to give customers the option of using credit cards to pay for our products ifwe fail to follow payment card industry data security standards, even if there is no compromise of customer information. Although weplan to operate in compliance with payment card industry data security standards, it is possible that at times we may not be in fullcompliance with these standards. Accordingly, we could be fined, which could impact our financial condition, or our ability to acceptcredit and debit cards as payment could be suspended, which would cause us to be unable to process payments using credit cards. If weare unable to accept credit card payments, our business, financial condition and operating results may be adversely affected.

Inaddition, we could be liable if there is a breach of the payment information. Online commerce and communications depend on the securetransmission of confidential information over public networks. We will rely on encryption and authentication technology to authenticateand secure the transmission of confidential information, including cardholder information. However, this technology may not prevent breachesof the systems we use to protect cardholder information. In addition, some of our contracting parties may also collect or possess informationabout our customers, and we may be subject to litigation or our reputation may be harmed if our contracting parties fail to protect ourcustomers’ information or if they use it in a manner inconsistent with our policies and practices. Data breaches can also occuras a result of non-technical issues. Under contracts with processors, if there is unauthorized access to, or disclosure of, credit cardinformation we store, we could be liable to the credit card issuing banks for their cost of issuing new cards and related expenses.

Securitybreaches, loss of data and other disruptions could compromise sensitive information related to our business or customers, or preventus from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

Inthe ordinary course of our business, we will collect, store, use and disclose sensitive data, including health information and othertypes of PII. We will also process and store, and use additional third parties to process and store, confidential and proprietary informationsuch as intellectual property and other proprietary business information, including that of our customers, providers and contractingparties.

Securitybreaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackersand similar breaches, and employee or contractor error, negligence or malfeasance, can create system disruptions, shutdowns or unauthorizeddisclosure or modifications of information, causing sensitive, confidential or proprietary information to be accessed or acquired withoutauthorization or to become publicly available. Because of the nature of the sensitive, confidential and proprietary information thatwe expect to collect, store, transmit, and otherwise process, the security of our technology platform and other aspects of our services,including those provided or facilitated by our third-party service providers, will be important to our operations and business strategy.Measures taken to protect our systems, those of our third-party service providers, or sensitive, confidential and proprietary informationthat we or our third-party service providers process or maintain, may not adequately protect us from the risks associated with the collection,storage and transmission of such information. A security breach or privacy violation that leads to disclosure or unauthorized use ormodification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, sensitive, confidential,or proprietary information we or our third-party service providers maintain or otherwise process, could harm our reputation, compel usto comply with breach notification laws, and cause us to incur significant costs for remediation, fines, penalties, notification to individualsand governmental authorities, implementation of measures intended to repair or replace systems or technology and to prevent future occurrences,potential increases in insurance premiums, and forensic security audits or investigations. As a result, a security breach or privacyviolation could result in increased costs or loss of revenue.

Anyactual or suspected security breach or other compromise of our security measures or those of our third-party vendors, whether as a resultof hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise,could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, requireus to expend significant capital and other resources to address the breach, and result in a violation of applicable laws, regulationsor other legal obligations. Our insurance policies may not cover, or may not be adequate to reimburse us for, losses caused by any suchsecurity breach.

Werely on email and other messaging services to connect with our existing and potential customers. Our customers may be targeted by partiesusing fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduceviruses through Trojan horse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despiteour efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damageour brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial conditionand operating results.

Wemay experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our business, results of operations,and financial condition.

Weare subject to taxes in every jurisdiction in which we operate. We record tax expense based on current tax liabilities and our estimatesof future tax liabilities, which may include reserves for estimates of probable settlements of tax audits. At any one-time, multipletax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authoritiesmay affect the ultimate settlement of these issues. Further, our effective tax rate in a given financial statement period may be materiallyimpacted by changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accountingrules or regulations. Fluctuations in our tax obligations and effective tax rate could adversely affect our business, results of operations,and financial condition. 

Ifwe become subject to product liability claims, we may be required to pay damages that exceed our insurance coverage, if any.

Our products will be subject to risks for product liability claims due to inherent potential side effects. We may be unable to obtainor maintain product liability coverage. A product liability claim in excess of, or excluded from, our insurance coverage which currentlycovers exposure to product liability claims, both technology products and physical products, would have to be paid out of cash reservesand could have a material adverse effect upon our business, financial condition and results of operations. Product liability insuranceis expensive even with large self-insured retentions or deductibles, difficult to maintain, and current or increased coverage may notcontinue to be available on acceptable terms, if at all.

Ifwe cannot successfully defend ourselves against a product liability claim, we may incur substantial liabilities. Regardless of meritor eventual outcome, liability claims may result in:

Damagesawarded in a product liability action could be substantial and could have a negative impact on our financial condition. Whether or notwe were ultimately successful in product liability litigation, such litigation would consume substantial amounts of our financial andmanagerial resources, and might result in adverse publicity, all of which would impair our business.

Forexample, a 2014 study published in The Journal of the American Medical Association determined that Sildenafil (the active ingredientin Viagra) may be associated with a higher risk of developing melanoma. The study evaluated data from more than 25,000 men who used Sildenafiland found that Sildenafil use was significantly associated with an increased risk of subsequent melanoma, after consideringother risk factors. It is possible that the ingredients we plan to use in our Mango ED product or any other products we sell in the futurecould be found in the future to result in increases in the likelihood of developing cancer or other diseases, which could subject usto litigation, penalties or recalls, all of which could have a material adverse effect on our operations and cause the value of our securitiesto decline in value or become worthless.

Disruptionsin our data and information systems could harm our reputation and our ability to run our business.

Wewill rely extensively on data and information systems for our supply chain, financial reporting, human resources and various other operations,processes and transactions. Furthermore, a significant portion of the communications between us, our suppliers and customers depend oninformation technology. Our data and information systems are subject to damage or interruption from power outages, computer and telecommunicationsfailures, computer viruses, security breaches (including breaches of our transaction processing or other systems that could result inthe compromise of confidential customer data), catastrophic events, data breaches and usage errors by our employees or third-party serviceproviders. Our data and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties inadapting these systems to changing technologies or expanding them to meet the future needs of our business. If our systems are breached,damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in ouroperations, incur liability to our customers and others or face costly litigation, and our reputation with our customers may be harmed.We will also rely on third parties for a majority of our data and information systems, including for third-party hosting and paymentprocessing. If these facilities fail, or if they suffer a security breach or interruption or degradation of service, a significant amountof our data could be lost or compromised and our ability to operate our business and deliver our product offerings could be materiallyimpaired. In addition, various third parties, such as our suppliers and payment processors, also rely heavily on information technologysystems, and any failure of these systems could also cause loss of sales, transactional or other data and significant interruptions toour business. Any material interruption in the data and information technology systems we rely on, including the data or informationtechnology systems of third parties, could materially adversely affect our business, financial condition and operating results.

RisksRelated to Legal, Regulatory and Government

Wewill incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements.

Wewill incur significant costs associated with our public company reporting requirements and with applicable U.S. and Nasdaq corporategovernance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC and Nasdaq.We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to makesome activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficultand more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits andcoverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us toattract and retain qualified individuals to serve on our Board of Directors or as executive officers.

Ifwe fail to comply with government laws and regulations it could have a materially adverse effect on our business.

Thehealth care industry is subject to extensive federal, state and local laws and regulations relating to licensure, conduct of operations,ownership of facilities, addition of facilities and services, payment for services and prices for services that are extremely complexand for which, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. We willexercise care in structuring our arrangements with physicians and other referral sources to comply in all material respects with applicablelaws. We will also take such laws into account when planning future marketing and other activities, and expect that our operations willbe in compliance with applicable law. The laws, rules and regulations described above are complex and subject to interpretation. In theevent of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory frameworkoccur, any such determination or changes could have a material adverse effect on our business. There can be no assurance however thatwe will not be found in noncompliance in any particular situation.

Separately,Federal law limits compounded drugs that are “essentially copies” of commercially available FDA approved drugs, includingthose with the same route of administration. If our Mango ED product, or any future products we may choose to market in the future aredeemed to be “essentially copies” of commercially available FDA approved drugs we would be prohibited from compounding suchdrugs and would be unable to sell our Mango ED drug or future products. If that were to occur, we would need to change ourbusiness plan which would require substantial additional expenses and would have a material adverse effect on our cash flows and thevalue of our securities.

Marketingactivities for our Mango ED product are subject to strict governmental regulation whichmay limit our ability to market or promote such product.

Ourbusiness model depends on qualifying for certain statutory exemptions for drugs that are compounded by pharmacies in accordance withapplicable requirements. Pharmacy compounding is also subject to state oversight and regulation. Federal requirements include obtainingindividual prescriptions establishing that the compounded drug is necessary for each drug prescribed for each of our customers. Federallaw also limits compounded drugs that are “essentially copies” of commercially available FDA approved drugs, includingthose with the same route of administration. These restrictions will limit our ability to market compounded drugs that have the sameactive ingredients and route of administration as FDA-approved drugs, unless the compounded version offers a significant difference thatthe prescriber determines is necessary for each individual patient.

TheFDA also has the authority to impose significant restrictions on approved products through regulations on advertising, promotionaland distribution activities. In particular, the FDA will object to any promotional activity (including through testimonials andsurrogates) that is “false or misleading in any particular,” including the failure to disclose material facts. Forexample, the FDA will expect adequate substantiation for an efficacy claim, which would require substantial evidence derived fromadequate and well-controlled clinical trials. We believe we can conduct truthful and nonmisleading promotional activities,including activities involving the use of testimonials and surrogates, with limited claims that do not require substantial evidencederived from adequate and well-controlled clinical trials and which do not include efficacy claims. If our products (including our Mango ED product) are marketed incontradiction with FDA laws and regulations, the FDA may issue warning letters that require specific remedial measures to be taken,as well as an immediate cessation of the impermissible conduct, resulting in adverse publicity. The FDA may also require that allfuture promotional materials receive prior agency review and approval before use. Certain states have also adopted regulations andreporting requirements surrounding the promotion of pharmaceuticals. Failure by us or any of our collaborators to comply with staterequirements may affect our ability to promote or sell future products in certain states. This, in turn, could have a materialadverse impact on our financial results and financial condition and could subject us to significant liability, including civil andadministrative remedies as well as criminal sanctions.

Theserestrictions may be more burdensome for compounded products as compared with FDA approved products because the latter have substantialevidence of safety and effectiveness, which will limit our ability to compete against the sale of comparable FDA-approved products.

Evolvinggovernment regulations and enforcement activities may require increased costs or adversely affect our results of operations.

Ouroperations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. Compliancewith these evolving laws, regulations and interpretations may require us to change our practices at an undeterminable and possibly significantinitial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a materialadverse effect on our results of operations. There could also be laws and regulations applicable to our business that we have not identifiedor that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations mayaffect us.

Additionally,the introduction of new products may require us to comply with additional, yet undetermined, laws and regulations. Compliance may requireobtaining appropriate federal, state, or local licenses or certificates, increasing our security measures and expending additional resourcesto monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulationsmay delay or possibly prevent our products from being offered to customers, which could have a material adverse effect on our business,financial condition, and results of operations.

Failureto comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansionof current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adverselyaffect our business and our financial condition.

Avariety of federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of consumer data.Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations.These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict withother rules or our practices. As a result, our practices may not comply with all such laws, regulations, requirements and obligations.Any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations,industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject orother legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and mayresult in claims, investigations, proceedings or actions against us by governmental entities or others or other liabilities or requireus to change our operations.

Wewill collect, store, process, and use personal information and other customer data, and will rely on third parties that are not directlyunder our control to manage certain of these operations and to collect, store, process and use payment information. Our customers’personal information may include names, addresses, phone numbers, email addresses, payment card data, and payment account information,as well as other information. Due to the volume and sensitivity of the personal information and data we and these third parties willmanage, the security features of our information systems are critical. If our security measures, some of which will be managed by thirdparties, are breached or fail, unauthorized persons may be able to access sensitive customer data, including payment card data. If weor our independent service providers or business partners experience a breach of systems that collect, store or process our members’and customers’ sensitive data, our brand could be harmed, sales of our products could decrease, and we could be exposed to claims,losses, administrative fines, litigation or regulatory and governmental investigations and proceedings. Any such claim, investigation,proceeding or action could hurt our reputation, brand and business, force us to incur significant expenses in defense of such proceedings,distract our management, increase our costs of doing business, result in a loss of customers and suppliers and may result in the impositionof monetary penalties and administrative fines. Depending on the nature of the information compromised, we may also have obligationsto notify users, law enforcement, or payment companies about the incident and may need to provide some form of remedy, such as refunds,for the individuals affected by the incident.

Privacylaws, rules, and regulations are constantly evolving in the United States and abroad and may be inconsistent from one jurisdiction toanother. We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protectionand information security in many jurisdictions, including the California Consumer Privacy Act of 2018, which went effective January 1,2020, the California Consumer Privacy Rights Act, which goes effective on January 1, 2023, the Colorado Privacy Act, which goes effectiveon July 1, 2013 and the Virginia Consumer Data Protection Act, which goes effective January 1, 2023. We cannot yet determine the impactsuch future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly. For instance,expanding definitions and interpretations of what constitutes “personal data” (or the equivalent) within the UnitedStates and elsewhere may increase our compliance costs. Any failure to comply could give rise to unwanted media attention and other negativepublicity, damage our customer and consumer relationships and reputation, and result in lost sales, claims, administrative fines, lawsuitsor regulatory and governmental investigations and proceedings and may harm our business and results of operations.

OurMango ED product has not been, and will not be, approved by the FDA. The use of such product may cause serious side effectswhich could subject us to material litigation, damages and penalties.

Our Mango ED product has not been, and will not be, approved by the FDA. It will be compounded using bulk drug substances and assuch, will be exempt from specific FDA approval, provided that it is compounded in accordance with statutory requirements. Because compoundeddrugs are not FDA-approved, the FDA does not verify their safety, effectiveness, or quality before they are marketed. In addition, poorcompounding practices can result in serious drug quality problems, such as contamination or a drug that contains too much or too littleactive ingredient, among other possible quality deficiencies.

Weare not aware of any clinical studies involving the administration of tadalafil sublingually at the doses we intend to providepatients, or the compounding of tadalafil, oxytocin, and L-arginine to treat ED, as is contemplated by our EDproduct. Because our ED product hasnot been, and will not be, approved by the FDA our product has not had the benefit of the FDA’s clinical trial protocol whichseeks to prevent the possibility of serious patient injury and death. If this were to occur, we could be subject to litigationand governmental action, which could result in costly litigation, significant fines, judgments or penalties. For example, in October2012, a pharmacy in Massachusetts shipped compounded drugs that were contaminated with a fungus throughout the country, and thesedrugs were injected into patients’ spines and joints. More than 750 people in 20 states developed fungal infections, and morethan 60 people died. This type of action could have a significant negative impact on our brand name, results of operations and cashflows, and result in us having to cease selling products, curtailing our business plan, or seeking bankruptcy protection.

Themain ingredients of our Mango ED product are publicly disclosed and separately our Mango ED product is being specially compounded forthe customer by a pharmacist with a physician’s prescription, and as a result, our Mango ED product formula can be replicated by other companies.

Asdescribed in this prospectus, our Mango ED product is made up of the following ingredients: Tadalafil (the active ingredient in Cialis),Oxytocin and L-Arginine, an amino acid that is available as a dietary supplement; however, these FDA approvals do not mean that theseingredients will prove safe when combined into a single formulation to treat ED. We currently offer two dosage levels of our Mango EDproduct and anticipate a prescribing doctor prescribing a dosage based on the needs and medical history of the patient. Our Mango EDproduct currently includes the following ingredients: (1) Tadalafil (10mg), Oxytocin (100IU) and L-Arginine (50mg); and (2) Tadalafil(20mg), Oxytocin (100IU) and L-Arginine (50mg). Additionally, because our Mango ED product is being specially compoundedfor the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product will be publiclydisclosed, this product formula can be replicated by other companies. As a result, competitors,including those with greater resources, marketing, and brand recognition, may compete against us in the future using our exact productingredients or variations thereof. We may be unable to distinguish our Mango ED product from copycat products and may not be able todifferentiate our product from competitors in the marketplace. As a result, we may fail to obtain a significant market share, or maylose any market share we may obtain in the future, may be unable to compete with competitors, and may be forced to abandon or curtailour business plan, which could cause the value of our shares to decline in value or become worthless.

OurED product needs to be compounded by licensed pharmacists who are subject to risks regarding applicable exemptionsfrom the Federal Food, Drug, and Cosmetic Act.

Section503A of the Federal Food, Drug, and Cosmetic Act (“FFDCA”) describes the conditions under which compounded human drug productsare exempt from the FFDCA sections on FDA approval prior to marketing, current good manufacturing practice (“cGMP”) requirements,and labeling with adequate directions for use. One of these conditions is that the drugs must be compounded based on the receipt of validpatient-specific prescriptions. Our ED product needs to be compounded by licensed pharmacists, after being prescribed by a licensedphysician. Licensed pharmacists who compound drug products in accordance with Section 503A of the FFDCA are not required to comply withCGMP requirements and the drugs that they compound are not required to be approved by the FDA, provided that the compounding complieswith applicable requirements. Therefore, the FDA is often not aware of potential problems with compounded drug products or compoundingpractices unless it receives a complaint, such as a report of a serious adverse event or visible contamination. As such, the compoundingof our products will be subject to limited FDA oversight, which could lead to such products not being compounded safely and couldlead to product recalls and litigation which could have a significant negative impact on our brand name, results of operations and cashflows, and result in us having to cease selling products, curtailing our business plan, or seeking bankruptcy protection. Neither we,nor our representatives have had any conversations with the FDA staff regarding whether our Mango ED product can be sold pursuantto Section 503A of the FFDCA Act and future conversations with the FDA may result in the FDA staff raising issues with such salespursuant to Section 503A of the FFDCA, requiring certain pre-requisites or changes to our current business plan, which may be costlyor time consuming, and/or may result in us being prohibited from selling our Mango ED product pursuant to Section 503A of theFFDCA Act. We also face risks that the compounding of our products do not fall within the exemption from the FFDCA provided bySection 503A thereof. For example, if the FDA determined that any of our products are essentially a copy of an FDA approved product,we would be severely limited in our ability to compound such a product. If that any of the above were to apply, we may need to changeour business plan or compounding activities, which could force us to curtail our business plan or expend significant additional resourcesto obtain FFDCA or FDA approval for our products.

Notwithstandingthe above, under relevant FDA guidance, the FDA generally does not consider a compounded drug to be “essentially a copy”of a commercially available drug if the compounded drug has a different route of administration as compared with the approved alternative,and we anticipate that our Mango ED product will be for a different route of administration (e.g., sublingual). In addition,we do not expect that we will be deemed to have engaged in such “copying”, because our Mango ED product will be basedon a prescriber’s determination for each patient that the change associated with the compounded product (our Mango ED product)produces for the patient a significant difference as compared with the commercially available drug product. Under relevant FDA guidance,the FDA does not consider a compounded drug “essentially a copy” if a prescriber determines that there is a change, madefor an identified individual patient, which produces for that patient a significant difference from the commercially available product.

Healthcare services, including arrangements with health care professionals, are heavily regulated at the state level, and the laws and regulationsmay be changed or subject to new interpretations.

Eachstate separately licenses health care professionals and determines when and under what conditions they may interact with and provideservices to patients. Telehealth consultations initiated through our platform must be offered in accordance with the laws and regulationsof the state where a patient is located, which may include laws that restrict the corporate practice of medicine and fee splitting. Eachstate’s laws are subject to legislative and regulatory changes, as well as judicial interpretations, and future changes or interpretationsof state laws restricting the corporate practice of medicine and fee splitting could adversely affect the permissibility of (a) our relationshipwith Doctegrity; and/or (b) Doctegrity’s relationship with its contracted physicians. If our relationship with Doctegrity and/orDoctegrity’s relationship with its contracted physicians needed to be restructured in light of any such adverse changes or interpretations,that restructuring could negatively affect our ability to connect consumers with medical providers in certain states, and thus thosecustomers’ ability to ultimately receive our products.

Wedo not have a pharmacy and will depend on a related party to compound our Mango product and other potential future men’s wellnessproducts.

Wewill rely on a related party pharmacy for the manufacture of our Mango product and any other potential future men’s wellnessproducts and we cannot assure you that they will be successful. This subjects us to a number of risks, including the following:

Ifany of our contracting parties fail to fulfill their future contractual obligations, our business may be negatively affected and we mayreceive limited or no revenues under our agreements with them. See also the risk factor, “The related party pharmacy we haveentered into an agreement with may not receive licenses in all of the 50 United States to provide national coverage for us to sell ourMango ED product and future products” below.

Ouruse and disclosure of personally identifiable information, including health information, is subject to federal and state privacy andsecurity regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result insignificant liability or reputational harm and, in turn, a material adverse effect on our client base and revenue.

Numerousstate and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability andintegrity of personally identifiable information, or PII, including protected health information, or PHI. These laws and regulationsinclude the Health Information Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health InformationTechnology for Economic and Clinical Health Act, or HITECH, and their implementing regulations (referred to collectively as “HIPAA”).HIPAA establishes a set of basic national privacy and security standards for the protection of PHI. HIPAA requires us to develop andmaintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical andtechnical safeguards to protect such information. HIPAA imposes mandatory penalties for certain violations. Penalties for violationsof HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation, subject to a cap of$1.5 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violationsof multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to awarddamages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right ofaction allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of carein state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. In addition, HIPAA mandates that theSecretary of Health and Human Services, or HHS, conduct periodic compliance audits of HIPAA covered entities or business associates forcompliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individualswho were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator. HIPAAfurther requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromisesthe privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employeesor authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case laterthan 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS withoutunreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or morein the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entitymust record it in a log and notify HHS at least annually.

Numerousother federal and state laws protect the confidentiality, privacy, availability, integrity and security of PII, including PHI. Theselaws in many cases are more restrictive than, and may not be pre-empted by, the HIPAA rules and may be subject to varying interpretationsby courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additionalexpense, adverse publicity and liability.

Becauseof the extreme sensitivity of the PII we store and transmit, the security features of our technology platform are very important. Ifour security measures are breached or fail, unauthorized persons may be able to obtain access to sensitive client data, including HIPAA-regulatedPHI. As a result, our reputation could be severely damaged, adversely affecting client confidence. In addition, we could face litigation,damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significantcosts for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach couldalso result in increased costs associated with liability for stolen assets or information, repairing system damage that may have beencaused by such breaches, incentives offered to clients in an effort to maintain our business relationships after a breach and implementingmeasures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies,training employees and engaging third-party experts and consultants.

RisksRelated to Related Party Relationships and Transactions and Our Management

Wedepend heavily on our senior management, including our Chief Executive Officer, who may have a conflict of interest. The ability of certainkey employees to devote adequate time to us is critical to the success of our business, and failure to do so may adversely affectour revenues and as a result could materially adversely affect our business, financial condition and results of operations. We do not currently hold any key man insurance on our management.

Wemust retain the services of our key employees and strategically recruit and hire new talented employees. Our future business and resultsof operations depend in significant part upon the continued contributions of our senior management personnel, particularly our ChiefExecutive Officer and Chairman, Jacob D. Cohen. Mr. Cohen currently serves as the Chief Executive Officer and director of American InternationalHoldings Corp., and as Chief Executive Officer of Ronin Equity Partners, Inc., a private investment company, and in various positionswith other entities and groups. Mr. Cohen currently spends approximately 75% of his time on company matters. As a result, Mr. Cohen dedicatesonly a portion of his professional efforts to our business and operations, and there is no contractual obligation for him to spend aspecific amount of his time with us. Mr. Cohen may not be able to dedicate adequate time to our business and operations and we couldexperience an adverse effect on our operations due to the demands placed on him from his other professional obligations. Such involvementin other businesses may therefore present a conflict of interest regarding decisions he makes for us or with respect to the amountof time available for us. If we lose his services or if he fails to perform in his current position, or if we are not able toattract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantlydeplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnelin managing our operations, product development, marketing and sales aspects of our business, any part of which could be harmed by turnoverin the future.

Wedo not currently have any key person life insurance policies on our executive officers. Key man insurance provides financial assistanceto a business suffering loss after a key employee dies.

Movingforward, should the services of Mr. Cohen be lost for any reason, we will incur costs associated with recruiting replacementsand any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternativeindividual(s), we may be forced to scale back or curtail our business plan.

Separately,if our executive officers do not devote sufficienttime towards our business, we may never be able to effectuate our business plan.

Wehave engaged and in the future plan to engage in transactions with related parties and such transactions present possible conflictsof interest that could have an adverse effect on us.

Wehave entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operationalservices. Included in such transactions is a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related partywhich is majority owned and controlled by American International Holdings Corp., which entity Mr. Cohen controls and serves as its ChiefExecutive Officer and director, as discussed in greater detail below under “Business—MaterialAgreements—Master Services Agreement with Epiq Scripts,” for pharmacy and compounding services.Such transactions may not have been/may not be, entered into on an arm’s-length basis, and we may have achieved more or less favorableterms because such transactions were entered into with our related parties. This could have a material effect on our business, resultsof operations and financial condition. Such conflicts could cause an individual in our management to seek to advance his or her economicinterests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created byrelated party transactions could impair the confidence of our investors.

Weexpect to be significantly reliant on related party relationships.

Wehave entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party which is majority owned andcontrolled by American International Holdings Corp., which entity Mr. Cohen controls and serves as its Chief Executive Officer and director,as discussed in greater detail below under “Business—Material Agreements—MasterServices Agreement with Epiq Scripts,” for pharmacy and compounding services.. In the event that relationship was terminated,our costs may increase, and we may be unable to effectively obtain the services currently provided by Epiq Scripts,LLC. We also anticipate entering into other related party relationships in the future. While we believe that all related party agreementswill be on arms-length terms, such significant related party relationships may be perceived negatively by potential shareholders or investors.Our significant related party relationships and transactions, the terms of such relationships and transactions, and/or the terminationof any such relationships or transactions, may have a material adverse effect on our results of operations moving forward and/or createconflicts of interest or perceived conflicts of interest which may have a material adverse effect on the value of our securities.

Therelated party pharmacy we have entered into an agreement with may not receive licenses in all of the 50 United States to provide nationalcoverage for us to sell our Mango ED product and future products.

Wehave entered into a Master Services Agreement and Statement of Work with Epiq Scripts, LLC, a related party which is majority owned andcontrolled by American International Holdings Corp., which entity Mr. Cohen controls and serves as its Chief Executive Officer and director,as discussed in greater detail below under “Business—Material Agreements—MasterServices Agreement with Epiq Scripts,” for pharmacy and compounding services. Epiq Script’s ability to provide pharmacyservices in each state is subject to among other things, receipt of regulatory approvals and licenses in the states in which we planto operate. Currently Epiq Scripts holds State Board of Pharmacy (or its equivalent) licenses to operate in 36 states: Alaska,Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota,Mississippi, Missouri, Nebraska, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Oklahoma, Oregon, Pennsylvania, RhodeIsland, South Dakota, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. Its failure to receive regulatoryapproval or licenses in the other states in which we hope to operate, or loss of such licenses in the future, may prohibit us from sellingour Mango products to customers that reside in those states limiting our ability to grow and compete with other companies that have thosecapabilities. Any of the above may have an adverse effect on our revenues, operations and cash flow and cause the value of our securitiesto decline in value or become worthless. We will also face related party conflicts associated with our engagement of Epiq Scripts, LLCas discussed in greater detail above.

JacobD. Cohen, our Chairman and Chief Executive Officer, beneficially owns greater than 50% of our outstanding common stock and will continueto exercise majority voting control over us after this offering, which will limit your ability to influence corporate matters and coulddelay or prevent a change in corporate control.

Mr.Cohen beneficially owns approximately 58.3% of the issued and outstanding shares of our common stock and will continue to holda majority of our issued and outstanding shares of common stock after this offering. As a result, he controls the shareholder vote. Asa result, he has the ability to influence matters affecting our shareholders and will therefore exercise control in determining the outcomeof all corporate transactions or other matters, including (i) making amendments to our certificate of formation; (ii) whether to issueadditional shares of common stock and preferred stock, including to himself; (iii) employment decisions, including compensation arrangements;(iv) whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significantcorporate transactions, including with himself or other related parties. Additionally, it will be difficult if not impossible for investorsto remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whetherany changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you ownshares of our common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have littleeffect on the outcome of corporate decisions. Because Mr. Cohen controls the vote on all shareholder matters, investors may find it difficultto replace our management if they disagree with the way our business is being operated. The interests of Mr. Cohen may not coincide withour interests or the interests of other shareholders.

Mr.Cohen acquired his shares of common stock for substantially less than the price of the shares of common stock being acquired in thisoffering, and may have interests, with respect to his common stock, that are different from those of investors in this offering and theconcentration of voting power held by Mr. Cohen may have an adverse effect on the price of our common stock.

Inaddition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring orpreventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involvingour Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.

JacobD. Cohen, our Chairman and Chief Executive Officer, beneficially owns greater than 50% of our outstanding shares of common stock, whichwill cause us to be deemed a “controlled company” under the rules of Nasdaq.

Mr.Cohen, individually, currently controls approximately 58.3% of the voting power of our capital stock and will control approximately53.5% of the combined voting power of our capital stock upon completion of this offering, assuming an offering size as set forthon the cover page hereof. As a result, Mr. Cohen, our Chairman and Chief Executive Officer, owns more than 50% of our outstanding shares(and will continue to own more than 50% of our outstanding shares upon consummation of the offering). As such, we are a “controlledcompany” under the rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual,a group or another company is a “controlled company” and can elect to be exempt from certain corporate governance requirements,including requirements that:

Asa “controlled company,” we may elect to rely on some or all of these exemptions, although we do not currently intend to takeadvantage of any of these exemptions. Accordingly, should the interests of Mr. Cohen differ from those of other shareholders, and/orwe choose to take advantage of the “controlled company” exemptions, other shareholders may not have the same protectionsafforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards. Even if we do not avail ourselvesof these exemptions in the future, our status as a controlled company could make our common stock less attractive to some investors orotherwise harm our stock price. If we choose to take advantage of the exemptions under the rules of Nasdaq relating to “controlledcompanies” in the future, you will not have the same protections afforded to shareholders of companies that are subject to allof the corporate governance requirements of Nasdaq.

Potentialcompetition from our existing executive officers, after they leave their employment with us, and subject to the non-compete terms oftheir employment agreements, could negatively impact our profitability.

Althoughour Chief Executive Officer, Jacob D. Cohen, and our President and Chief Operating Officer, Jonathan Arango, are prohibited from competingwith us while they are employed with us and for twelve months thereafter (subject to the terms of, and exceptions set forth in, theiremployment agreements with the Company), none of such individuals will be prohibited from competing with us after such twelve-month periodends. Accordingly, any of these individuals could be in a position to use industry experience gained while working with us to competewith us. Such competition could distract or confuse customers, reduce the value of our intellectual property and trade secrets, or reduceour future revenues, earnings or growth prospects.

RisksRelated to Intellectual Property

Weoperate in an industry with the risk of intellectual property litigation. Claims of infringement against us may hurt our business.

Wemust protect the proprietary nature of the intellectual property used in our business. There can be no assurance that trade secrets andother intellectual property will not be challenged, invalidated, misappropriated or circumvented by third parties.

Additionally,our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claimsof intellectual property infringement without major financial expenditures or adverse consequences. Participants that own, or claim toown, intellectual property may aggressively assert their rights. From time to time, we may be subject to legal proceedings and claimsrelating to the intellectual property rights of others. Future litigation may be necessary to defend us by determining the scope, enforceability,and validity of third-party proprietary rights or to establish its proprietary rights. Our competitors have substantially greater resourcesand are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time. Inaddition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us.Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consumingand costly to evaluate and defend and could:

Inaddition to liability for monetary damages, which may be tripled and may include attorneys’ fees, or, in some circumstances, damagesagainst clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our products unless weobtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be availableon commercially favorable terms, or at all.

RisksRelated to the Telehealth Operations of Our Contracting Parties

Thetelehealth business of our telehealth provider could be adversely affected by ongoing legal challenges or by new state actionsrestricting the ability to provide telehealth services in certain states.

Ourbusiness plan contemplates the use of telehealth providers to provide telehealth consultations and related services on our Mangoceuticalsplatform, which connects users/customers with third-party health care providers and Epiq Scripts, LLC, our related party pharmacy.We have entered into an agreement with Doctegrity, as discussed herein, pursuant to which Doctegrity has agreedto provide clinical services directly to our future customers via telehealth. Through these arrangements, the professionalsor professional entities will be responsible for the practice of medicine and control of the clinical decision-making.

Ourability to conduct business operations in each state is dependent upon the state’s treatment of medicine under such state’slaws, and rules and policies governing the practice of physician supervised services, which are subject to changing political, regulatoryand other influences.

Wewill be dependent on our contracted parties to maintain appropriate telehealth licenses to be able to provide telehealth services toour potential customers and prescribe them our products, which are required to be prescribed by licensed physicians. In the event weare not able to maintain relationships with telehealth providers, state licensing laws make it harder, more costly or impossible to providetelehealth services, or our customers are otherwise unable to obtain prescriptions for our products, we may be unable to sell products,which could result in us having to curtail our business plan or cease operating.

Ourcontracting parties’ telehealth business could be adversely affected by ongoing legal challenges to their business model or bynew state actions restricting their ability to provide the full range of services in certain states.

Theability of our contracted parties’ telehealth operations in each state is dependent upon the state’s treatment of medicineunder such state’s laws, rules and policies governing the practice of physician supervised services, which are subject to changingpolitical, regulatory and other influences. In the event our contracted parties are unable to provide telehealth services for any reason,it would have a material adverse effect on our ability to sell products and in turn our revenues and operating results.

RisksRelated to Our Governing Documents and Texas Law

OurCertificate of Formation, Bylaws and Texas law provides for indemnification of officers and directors at our expense andlimit the liability of our directors, which may result in a major cost to us and hurt the interests of our shareholders because corporateresources may be expended for the benefit of officers or directors.

OurCertificate of Formation, Bylaws and Texas law provide for us to indemnify and hold harmless, to the fullest extent permittedby applicable law, each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened,pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company or,while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agentof another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respectto an employee benefit plan. Our Certificate of Formation, also provides that the personal liability of our directorsshall be eliminated to the fullest extent permitted by the Texas Business Organizations Code, as such may be amended or supplemented.These indemnification obligations and limitations of liability may result in a major cost to us and hurt the interests of our shareholdersbecause corporate resources may be expended for the benefit of officers or directors.

Wehave been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against publicpolicy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilitiesarising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controllingperson in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connectionwith our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to acourt of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the SecuritiesAct and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likelyto be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the marketand price for our shares.

Wehave established preferred stock which can be designated by our Board of Directors without shareholder approval.

Wehave 10,000,000 shares of preferred stock authorized.The shares of our preferred stock may be issued from time to time in one or more series, each of which shall have a distinctivedesignation or title as shall be determined by our Board of Directors prior to the issuance of any shares thereof. The preferredstock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optionalor other special rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors. Because theBoard of Directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of ourshareholders, our shareholders will have no control over what designations and preferences our preferred stock will have.The issuance of shares of preferred stock or the rights associated therewith, could cause substantial dilution to our existing shareholders.Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact that such preferred stockmay have voting rights and/or other rights or preferences which could provide the preferred shareholders with substantial voting controlover us and/or give those holders the power to prevent or cause a change in control, even if that change in control might benefit ourshareholders. As a result, the issuance of shares of preferred stock may cause the value of our securities to decrease.

Anti-takeoverprovisions in our Certificate of Formation and our Bylaws, as well as provisions of Texas law, might discourage, delay orprevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.

OurCertificate of Formation, Bylaws and Texas law contain provisions that may discourage, delay or prevent a merger, acquisitionor other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premiumfor your shares of our common stock. These provisions may also prevent or delay attempts by our shareholders to replace or remove ourmanagement. Our corporate governance documents include provisions:

Theexistence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in thefuture for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood thatyou could receive a premium for your common stock in an acquisition.

RisksRelated to Our Securities and this Offering

Ourcommon stock prices may be volatile and could decline substantially following this offering.

Themarket price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatoryaction, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of ourcommon stock.

Someof the factors that could negatively affect or result in fluctuations in the market price of our common stock include:

Theoffering price per share of our common stock offered under this prospectus may not accurately reflect the value of your investment.

Theoffering price per share of our common stock offered by this prospectus was negotiated between us and the underwriters. Factors consideredin determining the price of our common stock include:

Theoffering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of theshares.

Thereis no guarantee that we will be able to comply with Nasdaq’s continued listing standards.

Asa condition to consummating this offering, our common stock must be listed for trading on The Nasdaq Capital Market. Notwithstandingthe listing of our common stock for trading on Nasdaq, there can be no assurance any broker will be interested in trading our securities.Therefore, it may be difficult to sell your shares of common stock if you desire or need to sell them. Our underwriters are not obligatedto make a market in our securities, and even they do make a market, they can discontinue market making at any time without notice. Neitherwe nor the underwriters can provide any assurance that an active and liquid trading market in our securities will develop or, if developed,that such market will continue.

Furthermore,there is no guarantee that we will be able to maintain our listing on The Nasdaq Capital Market for any period of time. Among the conditionsrequired for continued listing on The Nasdaq Capital Market, we must (i) maintain at least $2.5 million in shareholders’ equityor $500,000 in net income over the prior two years or two of the prior three years, (ii) have a majority of independent directors (subjectto certain “controlled company” exemptions, which we do not currently plan to take advantage of, as discussed in greaterdetail above under “Jacob D. Cohen, our Chairman and Chief Executive Officer, beneficially owns greater than 50% of our outstandingshares of common stock, which will cause us to be deemed a “controlled company” under the rules of Nasdaq.”), and(iii) maintain a stock price over $1.00 per share. Our shareholders’ equity may not remain above Nasdaq’s $2.5 million minimum,we may not generate over $500,000 of yearly net income moving forward, we may not be able to maintain independent directors (to the extentrequired), and we may not be able to maintain a stock price over $1.00 per share. Our failure to meet the continued listing standardsof Nasdaq may result in our securities being delisted from The Nasdaq Capital Market.

Theabsence of such a listing may adversely affect the acceptance of our common stock as currency or the value accorded by other parties.Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities.These requirements could severely limit the market liquidity of our common stock and the ability of our shareholders to sell our commonstock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counterquotation system, such as the OTCQB Market or OTC Pink Market, where an investor may find it more difficult to sell our securities orobtain accurate quotations as to the market value of our securities. In the event our common stock is delisted from Nasdaq in the future,we may not be able to list our common stock or warrants on another national securities exchange or obtain quotation on an over-the counterquotation system.

Wehave broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively, which could affect ourresults of operations and cause our common stock to decline.

Wewill have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds from thisoffering for product development, marketing and advertising, and for working capital, and potentially for future acquisitions, althoughnone are currently planned. As a result, investors will be relying upon management’s judgment with only limited information aboutour specific intentions for the use of the net proceeds of this offering. We may use the net proceeds for purposes that do not yielda significant return or any return at all for our shareholders. In addition, pending their use, we may invest the net proceeds from thisoffering in a manner that does not produce income or that loses value.

Ifour stock price fluctuates after the offering, you could lose a significant part of your investment.

Themarket price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors describedin this prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors tobe comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue toaffect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate tothe operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, andmarket conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the marketprice of our common stock. In the past, many companies that have experienced volatility in the market price of their stock have beensubject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation againstus could result in substantial costs and divert our management’s attention from other business concerns, which could seriouslyharm our business.

Ifsecurities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regardingour common stock, then our stock price and trading volume could decline.

Thetrading market for our common stock will be influenced by the research and reports that industry or securities analysts publish aboutus, our industry and our market. If no analyst elects to cover us and publish research or reports about us, the market for our commonstock could be severely limited and our stock price could be adversely affected. As a small-cap company, we are more likely than ourlarger competitors to lack coverage from securities analysts. In addition, even if we receive analyst coverage, if one or more analystsceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn couldcause our stock price or trading volume to decline. If one or more analysts who elect to cover us issue negative reports or adverselychange their recommendations regarding our common stock, our stock price could decline.

Purchasersin this offering will experience immediate and substantial dilution in net tangible book value.

Becausethe price per share of our common stock being offered is higher than the book value per share of our common stock, you will suffer substantialdilution in the net tangible book value of the common stock you purchase in this offering. Based on the assumed public offering priceof $4.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and the pro formanet tangible book value of the common stock of $0.10 per share as of September 30, 2022, if you purchase shares of common stock in thisoffering, you will suffer dilution of $3.60 per share in the net tangible book value of the common stock, which will be $0.40per share following the offering (on a pro forma, as adjusted basis). See “Dilution” below fora more detailed discussion of the dilution you will incur if you purchase our common stock in the offering.

Futuresales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of ourcommon stock to decline and could result in dilution of your shares.

OurBoard of Directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capitalthrough the creation and issuance of preferred stock, other debt securities convertible into common stock, options, warrants and otherrights, on terms and for consideration as our Board of Directors in its sole discretion may determine. Additionally, pursuant to theResale Prospectus, we are registering the resale of an aggregate of 4,690,000 shares of common stock, which shares of common stockwill be available for immediate resale in the public market (assuming the exercise of warrants to purchase 2,000,000 of such shares).Sales of substantial amounts of our common stock or of preferred stock could cause the market price of our common stock to decrease significantly.We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales,on the value of our common stock. Sales of substantial amounts of our common stock by large shareholders, or the perception that suchsales could occur, may adversely affect the market price of our common stock.

Inaddition, in connection with this offering, we, our directors, executive officers, and shareholders holding 5% or more of our outstandingcommon stock have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise disposeof any of our securities for a period of 12 months following the closing of the offering of the shares, subject to certain exceptionsand shareholders holding between 1% and 4.99% of our outstanding common stock have agreed not to offer, issue, sell, contract to sell,encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of six months following the closingof the offering of the shares, subject to certain exceptions. Notwithstanding the above, now shares of common stock that are includedin the Resale Prospectus are subject to such lock-up agreements. The Representative of the underwriters may, at any time, release,or authorize us to release, as the case may be, all or a portion of our common stock subject to the foregoing lock-up provisions. Ifthe restrictions under the lock-up provisions of the lock-up agreements entered into in connection with this offering are waived, sharesof our common stock may become available for sale into the market, subject to applicable law, which could reduce the market price forour common stock.

Wehave no intention of declaring dividends in the foreseeable future.

Thedecision to pay cash dividends on our common stock rests with our Board of Directors and will depend on our earnings, unencumbered cash,capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend touse any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment,and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

Theissuance and sale of common stock upon exercise of outstanding warrants may cause substantial dilution to existing shareholders and mayalso depress the market price of our common stock. Outstanding warrants to purchase shares of our common stock have cashless exercise rights.

Asof the date of this prospectus, we had a total of 2,000,000 warrants outstanding each with an exercise price of $1.00 per shareand term ranging from August 16, 2027 through December 22, 2027. If the holders of the warrants choose to exercise the warrants,it will cause substantial dilution to the then holders of our common stock. If exercises of the warrants and sales of such shares issuableupon exercise thereof take place, the price of our common stock may decline. In addition, the common stock issuable upon exercise ofthe warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there isa greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of ourstock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the shareprice. If the share volume of our common stock cannot absorb shares sold by the warrant holders, then the value of our common stock willlikely decrease.

Eachof the warrants discussed above allow for cashless exercise rights. In a ‘cashless exercise’, the holder reduces the numberof shares of common stock issuable upon exercise of the warrants in amount equal to the aggregate value of the exercise price of theexercised warrants. For example, if our common stock was trading at $10 per share and a holder desires to exercise warrants to purchase100 shares of common stock with an exercise price of $1.00 per share on a cashless basis, the number of shares of common stock issuableto the holder upon such exercise would be reduced by 10 shares, equal in value to $100 ($10 per share x 10 shares), and the holder wouldreceive 90 shares of common stock upon such exercise. We do not receive any cash upon a cashless exercise and as such, while a cashlessexercise reduces the dilution which would otherwise exist upon a warrant exercise, it is also not as beneficial to us, as it does notbring in any new investment proceeds. Additionally, holders of warrants with cashless exercise provisions may be more likely to exercisetheir warrants as they do not have to come out of pocket with any cash exercise payments.

GeneralRisk Factors

Ourindustry and the broader U.S. economy have experienced higher than expected inflationary pressures during 2022 related to continued supplychain disruptions, labor shortages and geopolitical instability, and if these conditions persist, our business, results of operationsand cash flows could be materially and adversely affected.

2022has seen significant increases in the costs of labor and certain materials and equipment, and longer lead times for such materials andequipment, as a result of availability constraints, supply chain disruption, increased demand, labor shortages associated with a fullyemployed U.S. labor force, high inflation and other factors. Supply and demand fundamentals have been further aggravated by disruptionsin global energy supply caused by multiple geopolitical events, including the ongoing conflict between Russia and Ukraine. Recent supplychain constraints and inflationary pressures may in the future adversely impact our operating costs, as a result, our business, financialcondition, results of operations and cash flows could be materially and adversely affected.

Weand the health and wellness industry in general may be adversely affected during periods of high inflation, primarily because of highershipping and product manufacturing costs. While we will attempt to pass on increases in our costs through increased sales prices, marketforces may limit our ability to do so. If we are unable to raise sales prices enough to compensate for higher costs, our future revenues,gross profit margin and revenues could be adversely affected.

Economicuncertainty may affect our access to capital and/or increase the costs of such capital.

Globaleconomic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions,fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, theavailability and timing of government stimulus programs, levels of unemployment, increased inflation, tax rates, and the war betweenUkraine and Russia which began in February 2022. These conditions remain unpredictable and create uncertainties about our ability toraise capital in the future. In the event required capital becomes unavailable in the future, or more costly, it could have a materialadverse effect on our business, future results of operations, and financial condition.

Ourbusiness may be materially and adversely disrupted by epidemics or pandemics in the future, including COVID-19.

Anepidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, couldsignificantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or alongwith any associated economic and/or social instability or distress, have a material adverse impact on our financial statements.

OnMarch 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containmentand mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and several statesand municipalities have declared public health emergencies. Although COVID-19 has to date not had a material impact on our operations,should the COVID-19 public health effort re-intensify to such an extent that we cannot operate, if there are new government restrictionson our business and our customers, and/or an extended economic recession or significant inflation, we could be unable to produce significantrevenues and cash flows sufficient to conduct our business. Such a circumstance could, among other things, exhaust our available liquidity(and ability to access liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then-outstandingdebt obligations, which we may be unable to do.

Ourbusiness could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism.

Oursystems will be vulnerable to damage or interruption from the occurrence of any catastrophic event, including earthquake, fire, flood,or other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack,or incident of mass violence, which could result in lengthy interruptions in access to our systems. In addition, acts of terrorism, includingmalicious internet-based activity, could cause disruptions to the internet or the economy as a whole. If our systems were to fail orbe negatively impacted as a result of a natural disaster or other event, our ability to provide products to customers would be impairedor we could lose critical data. We do not carry business interruption insurance sufficient to compensate us for the potentially significantlosses, including the potential harm to our business, financial condition and results of operations that may result from interruptionsin access to our platform as a result of system failures.

Ouroperations are subject to risks associated with ongoing and potential future global conflicts.

Currently,there is an ongoing conflict involving Russia and Ukraine and the war between the two countries continues to evolve as military activityproceeds and additional sanctions are imposed. The war is increasingly affecting economic and global financial markets and exacerbatingongoing economic challenges, including issues such as rising inflation and global supply-chain disruption. While we do not believe thisconflict currently has a material impact on our financial accounting and reporting, the degree to which we will be affected in the futurelargely depends on the nature and duration of uncertain and unpredictable events, and our business could be impacted. Furthermore, futureglobal conflicts or wars could create further economic challenges, including, but not limited to, increases in inflation and furtherglobal supply-chain disruption. Consequently, the ongoing Russia/Ukraine conflict and/or other future global conflicts could result inan increase in operating expenses and/or a decrease in any future revenue and could further have a material adverse effect on our resultsof operations and cash flow. 

Globaleconomic conditions could materially adversely affect our business, results of operations, financial condition and growth.

Adversemacroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy,tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect our operations,expenses, access to capital and the market for our products. In addition, consumer confidence and spending could be adverselyaffected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declinesin income or asset values, changes to fuel and other energy costs, labor and healthcare costs and other economic factors.

Inaddition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our expectedfunding sources, suppliers and partners. Potential effects include financial instability; inability to obtain credit to finance operationsand purchases of our products; and insolvency.

Adownturn in the economic environment could also lead to limitations on our ability to issue new debt; reduced liquidity; and declinesin the fair value of our financial instruments. These and other economic factors could materially adversely affect ourbusiness, results of operations, financial condition and growth.

Wemay become party to litigation, mediation and/or arbitration from time to time given our product focus.

Wemay become party to regulatory proceedings, litigation, mediation and/or arbitration from time to time in the ordinary course of businesswhich could adversely affect our business. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming,divert management’s attention and resources and cause us to incur significant expenses. In addition, legal fees and costs incurredin connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlementsof claims for significant monetary damages. While we expect to have insurance in the future that may cover the costs and awards of certaintypes of litigation, the amount of our future insurance may not be sufficient to cover any costs or awards. Substantial litigation costsor an adverse result in any litigation may adversely impact our business, operating results or financial condition.

Higherlabor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operatingresults.

Variousfederal and state labor laws, including new laws and regulations enacted in response to COVID-19, govern our relationships with our employeesand affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemploymenttax rates, workers’ compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenshiprequirements and other wage and benefit requirements for employees classified as non-exempt. As certain of our employees are paid atrates set at, or above but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs.Significant additional government regulations could materially adversely affect our business, financial condition and operating results.

Failureto adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

Forthe foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations through increased marketing.Our ability to rapidly expand our operations will depend upon many factors, including our ability to work in a regulated environment,establish and maintain strategic relationships with suppliers, and obtain adequate capital resources on acceptable terms. Any restrictionson our ability to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly,we may be unable to achieve our targets for sales growth, and our operations may not be successful or achieve anticipated operating results.

Additionally,our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure.Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require usto, among other things:

Asa result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirementscould impair our ability to deliver services in a timely fashion or attract and retain new customers.

Ifwe make any acquisitions, they may disrupt or have a negative impact on our business.

Ifwe make acquisitions in the future, we could have difficulty integrating the acquired company’s assets, personnel and operationswith our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of controlof the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effectexpansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disruptour ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitionsare accompanied by a number of inherent risks, including, without limitation, the following:

Ourbusiness could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problemsencountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt ourongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

Claims,litigation, government investigations, and other proceedings may adversely affect our business and results of operations.

Wemay be subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings relatingto products offered by us and by third parties, and other matters. Any of these types of proceedings, may have an adverse effect on usbecause of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomesof these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves and possible lossesfrom such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolutionof such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of ourestimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated financialposition, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, includingas a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products or services,require us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing orotherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations.

Wemay incur indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact ouroperations and our costs.

Wemay incur significant amounts of indebtedness in the future. Our level of indebtedness could affect our operations in several ways, includingthe following:

Ahigh level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficientcash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be availableto pay or refinance such debt. If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sellsignificant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financialcondition and results of operations.

CautionaryNote Regarding Forward-Looking Statements

Wemake forward-looking statements under the “Prospectus Summary,” “Risk Factors,”“Business,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and in other sections of this prospectus. In some cases, you can identify these statements by forward-lookingwords such as “may,” “might,” “should,” “would,” “could,” “expect,”“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”“potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-lookingstatements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our futurefinancial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions basedon our current expectations and projections about future events. There are important factors that could cause our actual results, levelof activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressedor implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under“Risk Factors.”

Whilewe believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this prospectus describeadditional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive andrapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties,nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actualresults to differ materially from those contained in any forward-looking statements.

Althoughwe believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level ofactivity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completenessof any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Exceptas required by U.S. federal securities law, we are under no duty to update any of these forward-looking statements after the date ofthis prospectus to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-lookingstatements include, but are not limited to, statements about:

Wecaution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus in thecase of forward-looking statements contained in this prospectus.

Useof Proceeds

Weestimate that the net proceeds to us from the sale of our shares of common stock in this offering will be approximately $4.1 million,assuming an initial public offering price of $4.00 per share, the midpoint of the estimated price range set forth on the coverpage of this prospectus after deducting underwriting discounts and commissions and estimated offering expenses. Our net proceeds willincrease by approximately $0.7 million if the underwriters’ over-allotment option to purchase additional shares of commonstock is exercised in full (based on the same assumed offering price as described in the preceding sentence).

Wecurrently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital ($1,107,000,or approximately 27% of the net proceeds), to finance the marketing and operational expenses associated with the planned marketingof our Mango ED product (approximately $1,804,000, or 44% of the net proceeds), hiring additional personnel to build organizationaltalent ($902,000, or approximately 22% of the net proceeds) and capital expenditures for software development and maintenance($287,000, or approximately 7% of the net proceeds). In addition, we may use a portion of the net proceeds of this offeringto finance future acquisitions or invest in complementary businesses, services, technologies or intellectual property rights. However,we do not have any agreements or commitments with respect to any such acquisitions or investments at this time.

Pendingour use of the net proceeds as described above, we intend to invest the net proceeds in short-term bank deposits or interest-bearing,investment-grade securities.

A$0.50 increase (decrease) in the assumed initial public offering price of $4.00 per share of common stock would increase (decrease)the net proceeds to us from this offering by approximately $0.6 million, assuming the number of shares offered by us, as set forthon the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions.

Theforegoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon ourpresent plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds.The occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds of this offeringin a manner other than as described above.

DividendPolicy

Wehave never declared or paid any cash dividends on our capital stock. We currently intend to retain earnings, if any, to finance the growthand development of our business. We do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment offuture dividends, if any, will be at the discretion of our Board of Directors and will depend on our financial condition, results ofoperations, capital requirements, restrictions contained in any financing instruments, provisions of applicable law and other factorsthe board deems relevant.

Capitalization

Thefollowing table sets forth our cash and capitalization as of September 30, 2022, on:

Youshould read this capitalization table together with “Use of Proceeds,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notesappearing elsewhere in this prospectus.

A$0.50 increase (decrease) in the assumed initial public offering price of $4.00 per share of common stock, the midpoint of theestimated price range set forth on the cover page of this prospectus, would increase (decrease) each of our pro forma as adjusted cash,additional paid-in capital, total shareholders’ equity and total capitalization by approximately $0.6 million, and afterdeducting estimated underwriting discounts and commissions and estimated expenses of the offering.

Thenumber of shares of common stock to be outstanding after this offering is based on 12,015,500 shares outstanding as of September30, 2022, and does not give effect to:

Dilution

Purchasersof our common stock in this offering will experience an immediate dilution of net tangible book value per share from the initial publicoffering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasersof shares of common stock and the net tangible book value per share immediately after this offering.

Asof September 30, 2022, our net tangible book value was $0.8 million, or $0.07 per share of common stock. Net tangible book valueper share represents our total tangible assets, less our total liabilities, divided by the number of outstanding shares of our commonstock.

Thepro forma net tangible book value of our common stock as of September 30, 2022, giving effect to the sale of 499,500 shares of commonstock as part of 499,500 units for an aggregate of $499,500 in November and December 2022, pursuant to our private placement which salesclosed prior to the date of this prospectus, was approximately $1.3 million, or $0.10 per common stock share. Net tangible bookvalue per share represents our total tangible assets, less our total liabilities, divided by the number of outstanding shares of ourcommon stock.

Dilutionin net pro forma tangible book value per share of common stock represents the difference between the public offering price per shareof our common stock in this offering and the adjusted pro forma net tangible book value per share of our common stock after giving effectto this offering. After giving effect to the sale of shares of common stock in this offering at an assumed offering price of $4.00per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting underwriting commissionsand estimated offering expenses payable by us, our as pro forma adjusted net tangible book value would have been $5.4 million or $0.10per share. This represents an immediate increase in pro forma net tangible book value of $0.30 per share to our existing shareholdersand immediate dilution of $3.60 per share to new investors purchasing shares at the proposed public offering price. The followingtable illustrates the dilution in net tangible book value per share to new investors as of September 30, 2022:

Thedilution information discussed above is illustrative only and may change based on the actual initial public offering price and otherterms of this offering. A $0.50 increase (decrease) in the assumed initial public offering price of $4.00 per share of commonstock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro formaadjusted net tangible book value per share after this offering by approximately $0.04 per share and increase (decrease) the dilutionto new investors by $0.46 per share, after deducting estimated underwriting discounts and commissions.

Ifthe underwriters exercise their option to purchase additional shares of common stock in full, the net tangible book value per share,as adjusted to give effect to this offering, would be $0.44 per share, and the dilution in net tangible book value per share toinvestors in this offering would be $3.56 per share.

Thenumber of shares of common stock to be outstanding after this offering is based on 12,015,500 shares outstanding as of September 30,2022, and does not give effect to:

Thefollowing table sets forth, as of September 30, 2022, the number of shares of common stock purchased from us, the total considerationpaid to us and the average price per share paid by the existing holders of our common stock and the price to be paid by new investorsin this offering at an assumed initial public offering price of $4.00 per share, the midpoint of the estimated price range setforth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offeringexpenses.

(1) Not including sharesissued for services rendered and including only shares paid for in cash.

Management’sDiscussion and Analysis of

FinancialCondition and Results of Operations

Thefollowing discussion should be read in conjunction with our financial statements and accompanying notes included elsewhere in this prospectus.The following discussion contains forward-looking statements regarding future events and the future results of the Company that are basedon current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptionsof the management of the Company. Words such as “expects,” “anticipates,” “targets,” “goals,”“projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statementsare only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual resultsmay differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute tosuch differences include, but are not limited to, those discussed elsewhere in this prospectus, particularly under “RiskFactors,” and in other reports we file with the SEC. See also “Cautionary Note Regarding Forward-LookingStatements.” The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reasonexcept as required by law. Factors that could cause or contribute to these differences include those discussed below and elsewhere inthis prospectus.

Thefollowing discussion is based upon our financial statements included elsewhere in this prospectus, which have been prepared in accordancewith U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgmentsthat affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

Introduction

OurManagement’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in additionto the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition,and cash flows. MD&A is organized as follows:

Thisinformation should be read in conjunction with the financial statements and related notes included in the audited financial statementsbeginning under “Index to Financial Statements” in this prospectus.

Seealso “Glossary of Industry Terms” above for information on certain of the terms used below.

Planof Operations

Weare headquartered in Dallas, Texas and intend togrow our business both organically and through identifying acquisition targets over the next 12 months in the technology, healthand wellness space. Specifically, we plan to continue to make additional and ongoing technology enhancements to its platform,further develop, market and advertise additional men’s health and wellness related products on its telemedicine platform, and identifystrategic acquisitions that complement our vision. As these opportunities arise, we will determine the best method forfinancing such acquisitions and growth which may include the issuance of debt instruments, common stock, preferred stock, or a combinationthereof, all of which may result in significant dilution to existing shareholders.

Tosupport our existing operations or any future expansion of business, including the ability to execute our growth strategy, we must havesufficient capital to continue to make investments and fund operations. We have plans to pursue an aggressive growth strategy for theexpansion of operations through marketing to attract new customers for our Mango ED product, following this offering.

Weexpect that the proceeds from this offering plus our current cash will be sufficient to fund our operations and execute our growth strategy(as discussed above) for at least 12 months after the date of this prospectus. After this offering, we may seek additional funding throughequity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.We may not be able to obtain financing on acceptable terms or at all. The terms of any financing may adversely affect the holdings orrights of our shareholders. Although we continue to pursue these plans, there is no assurance that we will be successful in obtainingsufficient funding on terms acceptable to us to fund continued operations, if at all.

Resultsof Operations

We launched our website in mid-November 2022. To date, we have sold only a small amount of products and generated only nominal revenues. We plan to market and seek to sell commercial quantities of our Mango ED product in the first quarter of 2023, following this offering.

FromOctober 7, 2021 to December 31, 2021, we had general and administrative expenses of $17,250 and $181 of interest expense (which representedimputed interest on the related party loans discussed below under “Liquidity and Capital Resources”), which resulted in anet loss of $17,701 for the period.

Forthe nine months ended September 30, 2022, we had general and administrative expenses of $1,319,727 and $4,673 of interestexpense (which represented imputed interest on the related party loans discussed below under “Liquidity and Capital Resources”),which resulted in a net loss of $1,324,400 for the period. General and administrative expenses for the nine months ended September30, 2022, were mainly the result of marketing, product development, software development expenses and the compensation paid to additionalpersonnel hired during the period, including a total of $490,000 attributed to stock issued for services and $169,817 attributed to stock-basedcompensation from issuances of options and warrants, for a total of $659,817.

Liquidityand Capital Resources

On September30, 2022, we had $873,491 of cash on-hand, compared to $22,550 of cash on-hand of December 31, 2021. We also had $15,000of prepaid expenses, related party, relating to amounts funded to Epiq Scripts and $5,778 of prepaid rent as of September 30, 2022.We also had $2,531 of property and equipment and $16,942 of security deposit, representing the security deposit on our leased officespace, as September 30, 2022.

Asof September 30, 2022, the Company had total current liabilities of $89,871, consisting of notes payable to related parties of $89,200,as discussed in further detail below under “Related Party Loans and Advances”, and $671 of payroll tax liabilities.

Asof September 30, 2022, we had $913,742 in total assets, $89,871 in total liabilities (all current), working capitalof $804,398 and a total accumulated deficit of $1,342,101.

Wehave mainly relied on related party loans, as well as funds raised through the sale of securities, mainly through the private placementoffering discussed below, to support our operations since inception. We have primarily used our available cash to pay operating expenses.We do not have any material commitments for capital expenditures.

Wehave experienced recurring net losses since inception. We believe that we will continue to incur substantial operating expenses in theforeseeable future as we continue to invest to bring our Mango ED product to market and to attract customers, expand the product offeringsand enhance technology and infrastructure. These efforts may prove more expensive than we anticipate, and we may not succeed in generatingcommercial revenues or net income to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incursignificant losses for the foreseeable future. Our independent registered public accounting firm included an explanatory paragraph inits report on our financial statements as of, and for the year ended, December 31, 2021, describing the existence of substantial doubtabout our ability to continue as a going concern.

Tosupport our existing operations or any future expansion of business, including the ability to execute our growth strategy, we must havesufficient capital to continue to make investments and fund operations. We have plans to pursue an aggressive growth strategy for theexpansion of operations through marketing to attract new customers for our Mango ED product, following this offering.

CashFlows

Netcash used in operating activities was $696,958 for the nine months ended September 30, 2022, which was mainly dueto $1,324,400 of net loss, offset by $490,000 of common stock issued for services and $169,817 of stock based compensationfrom issuances of options and warrants.

Netcash used in operating activities was $17,520 for the period from October 7, 2021 (Inception) through December 31, 2021, which was dueto $17,701 of net loss offset by $181 of imputed interest.

Netcash used in investing activities was $2,531 for the nine months ended September 30, 2022, due to the purchase of equipment.

Netcash provided by financing activities was $1,550,430 for the nine months ended September 30, 2022, which was mainlydue to $1,500,500 of sales of common stock, representing amounts raised in the 2022 Private Offering, discussed below and $75,000of notes payable from related parties, offset by $25,070 of repayment of related party notes payable.

Netcash provided by financing activities was $40,070 for the period from October 7, 2021 (Inception) through December 31, 2021, which wasdue to $39,270 of notes payable from related parties and offset by $800 of proceeds from the sale of stock.

RelatedParty Loans and Advances

OnDecember 10, 2021 and March 18, 2022, the Company received advances of $39,200 and $50,000, respectively, for a total of $89,200 fromits previous majority shareholder, American International, in order to cover various general and administrative expenses. The amountowed to American International was $39,200 as of December 31, 2021. Imputed interest equal to 8% per annum, or $181, was recorded againstthe related party advance as of December 31, 2021. Other than the imputed interest discussed above, the advances bear no interest andare due on demand upon the Company’s ability to repay the advances from either future revenues or investment proceeds. Pursuantto the terms of the June 16, 2022, SPA discussed above, on June 16, 2022, Cohen Enterprises also acquired the right to be repaid the$89,200 advanced from American International to the Company.

OnJune 29, 2022, Company received an advance of $25,000 from Cohen Enterprises in order to cover various general and administrativeexpenses. The Company repaid Cohen Enterprises $25,000 onAugust 18, 2022, bringing the total amount owed to Cohen Enterprises to $89,200 as of September 30, 2022. TheCompany recorded imputed interest equal to eight percent (8%) per annum, or $4,674, against the related party advances throughthe nine months ended September 30, 2022.

OnDecember 10, 2021, the Company received an advance of $70 from ZipDoctor, Inc., a wholly owned subsidiary of its then sole shareholder,American International, which was used to open and establish the Company’s bank account. The advance bears no interest and is dueon demand upon the Company’s ability to repay the advance from either future revenues or investment proceeds. The amount owed toZipDoctor was $70 as of December 31, 2021. Imputed interest equal to 8% per annum, or $0, was recorded against the related party advanceas of December 31, 2021. The amount was paid in full on May 24, 2022 and the amount owed to ZipDoctor was $0 as of September 30,2022.

JacobD. Cohen, the Company’s Chairman and Chief Executive Officer, has made his personal credit card available for purchases on behalfof the Company to cover various general and administrative expenses. Mr. Cohen has been repaid a total of $150,423 as of September30, 2022, for Company purchases made using his personal credit card.

2022Private Placement

InAugust 2022, the Company initiated a private placement of up to $2 million of units to accredited investors, with each unit consistingof one share of common stock and a warrant to purchase one share of common stock, at a price of $1.00 per unit. The warrants have a five-yearterm (from each closing date that units were sold) and an exercise price of $1.00 per share. If at any time after the six-month anniversaryof the issuance date, there is no effective registration statement registering, or no current prospectus available for the resale ofthe shares of common stock issuable upon exercise the warrants, the holder of the warrants may elect a cashless exercise of the warrants.Boustead Securities, LLC, the underwriter for this offering, served as the placement agent in connection with the private placement.In total, we sold an aggregate of 2,000,000 units for $2,000,000 to 23 accredited investors between August 16, 2022 and December 22,2022, the end date of the offering.

Needfor Future Funding

Asdiscussed above, our current capital resources, combined with the net proceeds from the offering, are expected to be sufficient for usto fund operations for the next 12 months. We may need funding in addition to the funding raised in this offering, to support our operationsin the future. We may also seek to acquire additional businesses or assets in the future, which may require us to raise funding. We currentlyanticipate such funding, if required, being raised through the offering of debt or equity. Such additional financing, if required, maynot be available on favorable terms, if at all. If debt financing is available and obtained, our interest expense may increase and wemay be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it mayresult in our shareholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our businessplan, which may cause the value of our securities to decline in value.

CriticalAccounting Policies and Estimates

Thepreparation of the Company’s financial statements in accordancewith accounting principles generally accepted in the United States of America (“GAAP”) requires managementto make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Note2 – Summary of Significant Accounting Policies” to the audited financial statements included under “Index to FinancialStatements,” below describes the significant accounting policies used in the preparation of the financial statements. Certainof these significant accounting policies and estimates have a higher degree of inherent uncertainty and require significant judgments.

Acritical accounting policy is defined as one that is both material to the presentation of our financial statements and requires managementto make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations.Specifically, critical accounting estimates have the following attributes: (1) we are required to make assumptions about matters thatare highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimatethat are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimatesand assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experienceand on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as newevents occur, as additional information is obtained and as our operating environment changes. These changes have historically been minorand have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policiesand the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statementsare fairly stated in accordance with GAAP and present a meaningful presentation of our financial condition and results of operations.We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparationof our consolidated financial statements:

Share-BasedCompensation – Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic ofFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, which requires recognitionin the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instrumentsover the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period.ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-datefair value of the award. Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the“measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached,the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair valueof the award at the reporting date. Additionally, we used this same methodology when determining the fair value of our restricted commonstock issuances to managers and other related parties.

Estimatingthe Fair Value of Common Stock - We are required to estimate the fair value of the common stock underlying our stock-based awardsand warrants when performing the fair value calculations using the Black-Scholes option pricing model. Because our common stock is notcurrently publicly traded, the fair value of the common stock underlying our stock options has been determined on each grant date byour board of directors, with input from management, considering our most recent private, third-party sale of common shares.

Ourdetermination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option pricingmodel, and is impacted by our common stock price as well as other variables including, but not limited to, expected term that optionswill remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expecteddividends. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholesoption pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affectthe fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally requiresignificant analysis and judgment to develop.

Warrants– In accordance with ASC 480, the Company classifies as equity any contracts that (i) require physical settlement or net-sharesettlement or (ii) gives the Company a choice of net-cash settlement in its own shares. The Company classifies as liabilities any contractsthat (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event isoutside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares.

TheCompany accounts for its currently issued warrants in conjunction with the Company’s ordinary shares in permanent equity. Thesewarrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815-40.Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long asthe warrants continue to be classified as equity. The value of the warrant is based on accepted valuation procedures and practices thatrely substantially on the third-party professional’s use of numerous assumptions and its consideration of various factors thatare relevant to the operation of the Company.

JOBSAct and Recent Accounting Pronouncements

TheJOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company”can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have electedto take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revisedaccounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are nolonger an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section7(a)(2)(B) of the Securities Act.

Wehave implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe thatthere are any other new accounting pronouncements that have been issued that might have a material impact on our financial position orresults of operations.

RecentlyIssued Accounting Pronouncements

Fromtime to time, new accounting pronouncements are issued by the FinancialAccounting Standards Board (“FASB”) that are adopted by the Company as of thespecified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective,will not have a material impact on the Company’s financial statements upon adoption.

InAugust 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivativesand Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”).ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertibleinstruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aimsto reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15,2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

Business

Overview

Weconnect consumers to licensed healthcare professionals through our recently launched website at www.MangoRX.com for the provisionof care via telehealth through our customer portal and provide access for customers to a licensed pharmacy for online fulfillment anddistribution of certain medications that may be prescribed as part of telehealth consultations, including our Mango ED product.

We launched our website inmid-November 2022. To date, we have sold only a small amount of products and generated only nominal revenues. We plan to marketand seek to sell commercial quantities of our Mango ED product in the first quarter of 2023 following this offering.

Wehave identified men’s wellness telemedicine services and products as a growing sector in recent years and especially related tothe areas of erectile dysfunction (“ED”) products. We have developed and are currently in the process of preparingto commercially market a new brand of ED product under the brand name “Mango.” This product currently includesthe following FDA approved ingredients: Tadalafil (the active ingredient in Cialis), Oxytocin and L-Arginine, an amino acid thatis available as a dietary supplement; however, these FDA approvals do not mean that these ingredients will prove safe when combinedinto a single formulation to treat ED. We currently offer two dosagelevels of our Mango ED product and anticipate a prescribing doctor prescribing a dosage based on the needs and medicalhistory of the patient. Our Mango ED product currently includes the following ingredients: (1) Tadalafil (10mg), Oxytocin (100IU)and L-Arginine (50mg); and (2) Tadalafil (20mg), Oxytocin (100IU) and L-Arginine (50mg). Our Mango ED product has not been, and willnot be, approved by the FDA and instead we plan to produce and sell our products, including our Mango ED product, under an exemptionprovided by Section 503A of the FFDCA Act, as discussed below. Additionally, because our Mango ED product is being specially compoundedfor the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product will be publiclydisclosed, this product formula can be replicated by other companies.

Weare not aware of any clinical studies involving (i) administration of tadalafil sublingually at the doses we provide patients, or (ii)compounding of tadalafil, oxytocin, and L-arginine to treat ED, as is contemplated by our Mango ED product; however, we expectthe potential safety risks associated with our Mango ED product will be comparable to the safety risks associated with oral formulationsof tadalafil approved by the FDA for the treatment of ED. We do not expect significant safety risks associated with L-arginine, as theFDA has recognized in its regulations that L-arginine may be safely added as a nutrient to foods. Clinical studies of intranasal oxytocinhave also found that oxytocin is generally safe and well-tolerated. Notwithstanding the above, because our Mango ED producthas not had the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury anddeath. If this were to occur, we could be subject to litigation and governmental action, which could result in costly litigation, significantfines, judgments or penalties.

Wecurrently anticipate using approximately $1.8 million of the net proceeds of this offering to finance the marketing and operational expensesfor our Mango ED product. To date, we have designed certain product packaging for our Mango ED product, have engaged a pharmacy licensedin 36 states to compound and ship our Mango ED product (as discussed in further detail below under “—MaterialAgreements—Master Services Agreement with Epiq Scripts”), and have entered into an agreement witha physician network which has agreed to provide us telemedicine services, which are required in order for our customers to obtain prescriptionsfor our planned Mango product (as discussed in further detail below under “—Material Agreements—PhysicianServices Agreement with Doctegrity”).

Mangohas been formulated as a Rapid Dissolve Tablet (“RDT”) using a sublingual (applied under the tongue) delivery system to bypassthe stomach and liver. It is a generally established principle that sublingual drug absorption through the oral mucosa is generally fasterthan drug absorption through the gastrointestinal tract. This is because sublingual drugs that are absorbed through the oral mucosadirectly enter the systemic circulation, bypassing the gastrointestinal tract and first-pass metabolism in the liver (H. Zhang et al.,Oral mucosal drug delivery: clinical pharmacokinetics and therapeutic applications, 41 ClinPharmacokinet 661, 662 (2002)). Though theactive ingredients that comprise our Mango ED product are meant to treat ED – an issue that according to a 2018 study publishedin The Journal of Sexual Medicine has been estimated to affect over one-third of today’s men’s population (with prevalenceincreasing with age) – we are also aiming to brand ourselves as a lifestyle company marketed to men seeking enhanced sexual vitality,performance, and overall mood and confidence. Mango is expected to be sold exclusively online via our recently launched website at www.MangoRX.com.

OurContracted Telehealth Provider

Inmany states, including Texas where we are located, the corporate practice of medicine doctrine prohibits corporations from practicing medicine andfrom employing physicians to provide professional medical services. Many states that recognize this doctrine also prohibit physiciansfrom agreeing to share the fees they receive for professional services with unlicensed entities or individuals, a practice that is commonlyknown as “fee splitting.” The requirements for compliance with any applicable corporate practice of medicine and fee splittingrestrictions vary among the states. In Texas, for example, there is no statute that expressly prohibits fee splitting, but the corporatepractice of medicine doctrine has been interpreted to prohibit physicians from ceding control over their fee structures to corporateentities or giving a substantial portion of the fees received to corporate entities.

Inorder to comply with corporate practice of medicine and fee splitting restrictions, we do not employ or directly contract with individualphysicians or physician groups, nor do we control their medical decision-making or charges. Rather, on August 1, 2022, we entered intoa Physician Services Agreement (the “Physicians Agreement”) with BrighterMD, LLC doing business as Doctegrity (“Doctegrity”),as discussed in further detail below under, which has agreed to make available to us, healthcare professionals, to allow them to provideclinical services directly to our future customers via telehealth. We plan to integrate these healthcare professionals to allow for telehealthconsultations and related services on our Mangoceuticals platform which has been developed and is complete. This platform is thebackbone of our business as it connects consumers with both the medical provider and the pharmacy for fulfillment. It is also thesystem that we will use to create marketing funnels for outgoing marketing, customer management and support, and analytics for futuresales.

Throughour Physician Services Agreement with Doctegrity (as defined below), the healthcare professionals are responsible for the practice ofmedicine and control of the clinical decision-making.

OurRelated Party Pharmacy

Asdiscussed in greater detail below under “—Material Agreements—Master ServicesAgreement with Epiq Scripts,” we have entered into an exclusive Master Services Agreement and statement of work with Epiq Scripts,LLC (“Epiq Scripts”), for its specialty compounding and packaging capabilities, fulfillment, and distribution of certainprescription products available through our platform. These prescription products include our Mango ED product. EpiqScripts is a related party because it is 51% owned by American International Holdings Corp. (“AMIH”), in which our Chairmanand Chief Executive Officer, Jacob D. Cohen, serves as its CEO, director, and controlling shareholder. Epiq Scripts is a new formedentity, being registered in January 2022, and to date has only recently began compounding drugs for patients.

EpiqScripts is currently fully licensed with the Texas State Board of Pharmacy (“TSBP”) and further has State Board of Pharmacy(or its equivalent) licenses from 35 other states: Alaska, Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii,Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey,New Mexico, New York, North Carolina, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Utah, Virginia, Washington, West Virginia,Wisconsin and Wyoming., with the intent of obtaining the remaining 14 state licenses by the end of the first quarterof 2023. Epiq Scripts has obtained its National Provider Identifier (“NPI”) numberand is now a member of the National Council for Prescription Drug Programs (“NCPDP”), a standards development organization.Additionally, Epiq Scripts has applied for the highest level of accreditation with the Utilization Review Accreditation Commission(“URAC”), a Washington DC-based healthcare accrediting organization that establishesquality standards for the entire healthcare industry. Until Epiq Scripts receives licenses in the other 14 states, we willbe limited to selling our Mango ED product in only the states in which Epiq Scripts holds licenses. Although Epiq Scripts is physicallylocated in Texas, it can ship products to customers in each state in which it holds licenses.

Asa result of the above, Epiq Scripts can currently only provide services to the Company in those 36 states described above andthe Company will be unable to sell its products to any customers in any states other than those listed above, until Epiq Scripts is ableto obtain licenses in other states and will thereafter be limited to selling products to customers only in the states in which Epiq Scriptsholds licenses.

OurCustomer Portal

Ourcustomer platform connects consumers to licensed healthcare professionals through our recently launched website atwww.MangoRX.com for the provision of care via telehealth and will also provide access for customers to our licensed pharmacy foronline fulfillment and distribution of certain medications that may be prescribed as part of telehealth consultations. Additionalfeatures to this backend technology solution allow for the creation and management of customer accounts whereby customers will havethe ability to login, view and make changes to their respective accounts. These changes include, but are not limited to, reviewingorder history, tracking order shipments, requesting and ordering product refills and making other profile changes such as shippingaddress and payment changes. Our portal is not unique to the industry and is not anticipated to be difficult or costly to replicateor replace.

Thebackend technology solution will also house and manage all customer data allowing the Company with additional key functionality, includingbut not limited to, providing customer service and support and data analytics for various marketing initiatives and reporting functions.

Wedo not anticipate selling any third-party products via our portal.

OurGrowth Strategy

OurPlanned Marketing Strategy

Weintend to market and advertise our Mango products on a variety of advertising mediums including, but not limited to, social media, onlinesearch websites, television, radio, out-of-home, and other media channels, to the extent we are legally able to, and in compliance withapplicable FDA rules and requirements. However, due to such rules and requirements, we expect that we will be extremely limited in thecontent of the claims and promotional statements that we will able to make regarding our products under applicable FDA regulations. Webelieve advertising in a diversified set of media channels will be important to prevent overreliance on any single channel and to maximizethe exposure of our brand to our desired customers. We also intend to reach our customers through our own future social media accounts,press coverage and public relations, internally developed educational and lifestyle content, and through engagement of social media influencers,hired and paid celebrities and talent, and physical brand advertising campaigns, in each case funding permitting, and in each case subjectto applicable rules and regulations, which are expected to significantly limit the content of such marketing materials. We believe thatthis overall strategy will drive significant customer traffic to our platform, including direct type-in traffic and organic online searchtraffic.

Wealso intend to utilize a marketing strategy focused on analytics and data. We are designing our internal systems to measure consumerbehavior, including which types of consumers generate more revenue in their first purchase, generate more revenue over time, generatemore gross profit from their purchases, and which types of consumers are most valuable over their lifetime. We also plan on measuringthe effectiveness of our marketing budgets and the rate of return we generate from our marketing campaigns. We have retained and planon using an outside marketing and advertising firm to assist management in identifying marketing and advertising campaigns, media purchasesand mediums, and seeking to drive a sufficient rate of return from our marketing and advertising budgets.

PlannedTiming of Commercial Marketing Launch of our Mango ED Product

Welaunched our website in mid-November 2022. To date, we have sold only a small amount of products and generated only nominal revenues. We plan to market and seek to sell commercial quantities of our Mango ED product in the first quarter of 2023 followingthis offering. Through our Physician Services Agreement, the healthcare professionals are responsible for thepractice of medicine and control of the clinical decision-making. Our Mango ED product has not been, and will not be, approved bythe FDA and instead we plan to produce and sell our products, including our Mango ED product under an exemptionprovided by Section 503A of the FFDCA Act.

PlannedGeographic Sales and Availability

Weplan to utilize both a synchronous and asynchronous approach through our telemedicine platform, connecting customers through our platformand contracted physicians and pharmacy. An asynchronous visit allows a physician to verify the patient’s identity, demographicsand collect the medical history online without needing to physically see or speak to the patient. A synchronous visit requires the doctorto either speak directly to the patient and/or see the patient either via video conference or in person. As discussed above, we initiallyplan to focus our sales in the 36 states where our related party pharmacy is licensed, with the goal of eventually undertakingsales across all 50 states, pending licensing approvals of our related party pharmacy.

PlannedSubscriptions

Weintend to provide our customers with an option to purchase our Mango products on a subscription basis. Subscription plans are expectedto provide an easy and convenient way for customers to get ongoing treatment while simultaneously providing the Company with predictabilitythrough a recurring revenue stream.

Forsubscription plans, we expect that customers will be able to select a desired timeframe in which to receive products, which we expectwill range from once every month to once every six months. The customer will then be billed on a recurring basis based on the selectedtimeframe and specified quantity of product, which will be shipped after each billing from our contracted pharmacy (Epiq Scripts).Customers will be able to cancel subscriptions in between billing periods to stop receiving additional products and reactivate subscriptions.Our integrated technology platform is expected to serve customers from customer discovery, through the purchase of products on ourwebsite, to connecting customers with medical providers for telehealth consultations (through our contracted physician network),to the fulfillment and delivery of orders (through our contracted pharmacy), and finally through ongoing management by medicalproviders (also through our contracted physician network). We expect that our platform will provide us cost advantages and efficienciesto offer customers affordable prices and generate increased revenues over time.

Weintend to launch new products over time and offer additional subscription-based offerings which we hope will result in growth in revenuethrough recurring revenue streams.

Competitionand Competitive Advantages

Weplan to mainly compete with other companies offering men’s wellness products, including Hims & Hers Health, Inc. and Roman;and with our Mango ED product, we will also be competing against much larger pharmaceutical companies who offer ED branded drugslike Viagra (Pfizer) and Cialis (marketed by Lilly ICOS LLC, a joint venture between Eli Lilly and Company and ICOS Corporation) andtheir generic forms. These companies have much greater resources than we do and well-known brand names.

Ourfuture men’s wellness products will also likely need to compete against other traditional healthcare providers, pharmacies, andlarge retailers that sell non-prescription products.

Furthermore,we will need to compete with other companies, which are expected to have greater resources and a greater advertising budget, andwhich may sell Tadalafil (and similar drugs) in an oral disintegrating tablet. For example, we are aware of competitors currentlyselling oral disintegrating tablets for ED, including those using a combination of Tadalafil and Sildenafil (the active ingredient inViagra). Additionally, because our Mango ED product is being specially compoundedfor the customer by a pharmacist with a physician’s prescription and because the ingredients for our Mango ED product will be publiclydisclosed, this product formula can be replicated by other companies.

Weintend to compete against these competitors based on our branding, advertising, unique compounding, and product delivery system (i.e.,our Mango ED product has been designed to be taken sublingually, rather than in pill form).

Relativeto other online direct to consumer telemedicine companies that are selling generic ED medication, we have priced our Mango EDproduct at a premium, due to the cost of compounding the product and the use of multiple ingredients. We are currently aware of ahandful of other direct to consumer companies that are also selling compounded ED medications and who are selling their products ata higher price than Mango’s current price. When comparing the current market for various pharmaceutical related EDproducts, we have attempted to position our pricing to be slightly above average as we anticipate marketing Mango to ademographic that will pay a premium for what we believe to be a premium product relative to the competition for the treatment oferectile dysfunction.

TheMarket for ED Products

Accordingto a January 2022 report published by VerifiedMarket Research, the Global Erectile Dysfunction Drugs Market size was valued at $3.63billion in 2020, mainly due to theincrease in patient awareness and the early adoption of sedentary lifestyle. VerifiedMarket Research also projects that the total Global Dysfunction Drugs Market size will contract to $2.95 billion in 2028. Theexpected reason for this contraction is poor patient compliance with erectile dysfunction drugs and the future availability ofcost-effective imitation medicines, as well as side effects of ED drugs. We do not anticipate our Mango ED drug suffering from theselimitations, as we believe our product is easy to use and we plan to price our product competitively. Separately, Grand ViewResearch, in a July 2022 report, projects that the U.S. market (where we initially plan to market our ED product) for erectiledysfunction drugs estimated at approximately $1.1 billion as of 2021, will increase at a 7.4% compound annual growth rate though2030.

Itis also estimated that nearly 3-in-5 men in the US have suffered from erectile dysfunction, according to a survey reported in February2022, by LetsGetChecked, aleading at-home health screening and insights company (based on research carried out by Opinium Research among 2,006 men in the USA,1,178 of whom had previously experienced erectile dysfunction, from February 7-10, 2020). According to that study, age isn’t thatbig a factor either, with 56% of men 18-34 years old being affected, compared to 63% of those over the age of 55. The study also determinedthat most men blame psychological factors for ED – with 41% blaming stress, 34% blaming having “too much on their mind,”and 31% believing it is performance anxiety.

RegulatoryEnvironment

Weplan to produce and sell our products, including our Mango ED product under an exemption provided by Section 503A ofthe Federal Food, Drug, and Cosmetic Act (“FFDCA Act”). Section 503A describes the conditions under which compounded humandrug products are exempt from the FFDCA Act sections on FDA approval, prior to marketing, current good manufacturing practice (“cGMP”)requirements and labeling with adequate directions for use. One of these conditions is that the drugs must be compounded based on thereceipt of valid patient-specific prescriptions; another condition limits “copying” of FDA-approved products, which restrictscompounding drugs that have the same active ingredients and route of administration as FDA-approved products that are commercially available.The FDA also prohibits any marketing or promotional statements that are “false or misleading in any particular,” includingmaking any unsupported superiority claims against other products or the failure to disclose a material fact.

Notwithstandingthe above, under relevant FDA guidance, the FDA generally does not consider a compounded drug to be “essentially a copy”of a commercially available drug if the compounded drug has a different route of administration as compared with the approved alternative,and we anticipate that our Mango ED product will be for a different route of administration (e.g., sublingual). In addition,the FDA does not consider a compounded drug to be “essentially a copy” of a commercially available drug if the approved productcannot be used for the prescribed route of administration, which is available in the compounded version (which we believe it cannot,as discussed below). Finally, we do not expect that we will be deemed to have engaged in such “copying”, because our Mango ED product will be based on a prescriber’s determination for each patient that the change associated with the compoundedproduct (our Mango ED product) produces for the patient a significant difference as compared with the commercially available drug product.Under relevant FDA guidance, the FDA does not consider a compounded drug “essentially a copy” if a prescriber determinesthat there is a change, made for an identified individual patient, which produces for that patient a significant difference from thecommercially available product.

UnderSection 503A of the FFDCA Act, it is the prescribing practitioner who determines if a compounded drug is necessary for the identifiedpatient and whether the change associated with the compounded product produces for the patient a significant difference as compared withthe commercially available drug product. FDA’s guidance states that FDA generally does not intend to question prescriber determinationsthat are appropriately documented. Our Mango ED compounded product has been formulated as a Rapid Dissolve Tablet using a sublingual(applied under the tongue) delivery system to bypass the stomach and liver. We believe this will offer a significant difference basedon the fact that the approved versions are not available in the same route of administration (i.e., sublingual). A sublingual formulationmay be able to meet the clinical needs of a particular patient who desires a more rapid onset of action compared to an FDA-approved oralformulation. In addition, because the prevalence of ED generally increases with age, older patients who may have difficulty swallowingan FDA-approved oral formulation may benefit from a sublingual formulation that dissolves under the tongue.

Compoundeddrugs, like our Mango ED product, are not FDA-approved. This means that the FDA does not verify the safety or effectiveness ofsuch drugs. Instead, consumers rely on the determination of a prescribing physician that the compounded drug is necessary for the individualpatient. Compounded drugs also lack an FDA finding of manufacturing quality before such drugs are marketed.

TheFDA has the authority to impose significant restrictions on products through regulations on advertising, promotional anddistribution activities. In particular, the FDA will object to any promotional activity (including through testimonials andsurrogates) that is “false or misleading in any particular,” including the failure to disclose material facts. Forexample, the FDA will expect adequate substantiation for an efficacy claim, which would require substantial evidence derived fromadequate and well-controlled clinical trials. We believe we can conduct truthful and nonmisleading promotional activities,including activities involving the use of testimonials and surrogates, with limited claims that do not require substantial evidencederived from adequate and well-controlled clinical trials and which do not include efficacy claims.

Weare also aware of data in the scientific literature supporting how the proposed combination of the compounds which we anticipate willmake up our Mango ED product (i.e., tadalafil, oxytocin, and L-arginine) might be expected to perform in ED patients. Previous clinicalstudies (none of which we have paid for or undertaken ourselves) have suggested that tadalafil and L-arginine in combination for treatmentof ED may be more effective than either compound alone (see L. Gallo et al., The Daily Therapy With L-Arginine 2,500 mg and Tadalafil5 mg in Combination and in Monotherapy for the Treatment of Erectile Dysfunction: A Prospective, Randomized Multicentre Study, 8Sex Med 178, 184 (June 2020) – finding that in general, combination therapy withtadalafil and L-Arginine was superior to monotherapies for the treatment of ED; and M. Abu El-Hamd & E. Mohammed Hegazy, Comparisonof the clinical efficacy of daily use of L-arginine, tadalafil and combined L-arginine with tadalafil in the treatment of elderly patientswith erectile dysfunction, 52 Andrologia e13640, 3 (Aug. 2020)  (“Hamdand Hegazy”) – finding that the combined daily use of L-arginine with tadalafil therapy for elderly male patients with EDcould significantly increase Sexual Health Inventory for Men (SHIM) scores and levels of total testosterone in comparison to L-arginine,or tadalafil alone)—This is because L-arginine may increase nitric oxide, that in turn may increase cyclic guanosine monophosphate,which has relaxation and vasodilation (dilatation of blood vessels) effects on smooth muscle to assist in the treatment of ED (seeHamd and Hegazy paper). Furthermore, oxytocin is a neurotransmitter linked to increased levels of social interaction, well-being,and anti-stress effects and clinical studies suggest administration of oxytocin may stimulate certain aspects of social interaction,and may cause anti-anxiety and anti-stress effects (see Hamd and Hegazy paper).

Neitherwe, nor our representatives have had any conversations with the FDA staff regarding whether our Mango ED product can be soldpursuant to Section 503A of the FFDCA Act and future conversations with the FDA may result in the FDA staff raising issues with such sales pursuant to Section 503A of the FFDCA, requiring certain pre-requisites or changes to our current business plan, whichmay be costly or time consuming, and/or may result in us being prohibited from selling our Mango ED product pursuant to Section503A of the FFDCA Act.

GovernmentRegulation

We,as are many other companies, are also subject to environmental laws, rules and regulations which could affect our operations, includingthose disclosed below.

Physicianswho provide professional clinical services via telehealth must, inmost instances, hold a valid license to provide the applicable professional services in the state in which the patient is located. Assuch, the physicians provided to us through our relationship with BrighterMD, LLC dba Doctegrity, discussed below under “—MaterialAgreements—Physician Services Agreement with Doctegrity,” will be required to be licensedunder applicable state law.

Toqualify for the exemptions under section 503A of the FFDCA Act, among other requirements, a drug must be compounded by a licensed pharmacistor a licensed physician that does not compound regularly or in inordinate amounts any drug products that are essentially copies of acommercially available drug product. As discussed below under “—Material Agreements—MasterServices Agreement with Epiq Scripts,” we have entered into an agreement with Epiq Scripts, a related party, to provide uscompounding and other pharmacy services.

Our operations are subject to extensivegovernment regulation, from the entry into agreements with physicians or groups of physicians to provide telehealth services to our potentialcustomers, to the marketing and promotion of our products, the creation of our products, and the sale of our products throughlicensed pharmacists.

Someof the rules and regulations we expect to be subject to include:

FederalAnti-Kickback Statute

TheFederal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) is broadly worded and prohibits the knowing and willful offer, payment, solicitationor receipt of any form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or othergovernmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaidor other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or orderingof any item or service reimbursable under Medicare, Medicaid or other governmental programs. In addition, a person or entity does notneed to have actual knowledge of this statute or specific intent to violate it to have committed a violation. Moreover, the governmentmay assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulentclaim for purposes of the False Claims Act, we do not expect to apply to our operations as we do not plan to seek payment for our servicesfrom the federal government. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmentalprograms as well as civil and criminal penalties and fines. Imposition of any of these remedies could have a material adverse effecton our business, financial condition and results of operations.

Wedo not anticipate our current anticipated operations will be subject to the Anti-Kickback Statute as we do not plan to seek reimbursementunder a federal health care program.

U.S.Food and Drug Administration (“FDA”) Regulation

TheFDA regulates product promotion and noncompliance and this could result in the FDA requesting that we modify our product promotion orsubject us to regulatory and/or legal enforcement actions, including the issuance of a warning letter, injunction, seizure, civil fine,and criminal penalties. Other federal, state or foreign enforcement authorities also monitor product promotion and have the authorityto levy significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement, ifviolations of applicable law or regulations occur. We also believe that the FDA will likely consider our compounded combination productto be different from previously FDA-approved products, and that the FDA will not likely allow us to rely on any FDA-approved labelingor prescribing information.

Riskof Litigation

Additionally,federal and state statutes provide for private causes of action to plaintiffs alleging misleading marketing claims, or otherwise makingallegations which are found to be in violation of such laws. As such, misleading promotional statements and practices can lead to litigationunder state consumer protection and unfair trade practices laws. To date, there has been a substantial amount of litigation under theselaws challenging the marketing and sale of compound drugs and we may face legal actions, and be subject to significant penalties, judgmentsand damages, if we are found to have violated these laws.

HealthInformation Privacy and Security Laws

NumerousU.S. state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability,integrity, and other processing of health information. We believe that, because of our operating processes, we are not a covered entityor a business associate under the Health Insurance Portability and Accountability Act and the implementing regulations (“HIPAA”),which establishes a set of national privacy and security standards for the protection of protected health information by health plans,healthcare clearinghouses, and certain healthcare providers, referred to as covered entities, and the business associates with whom suchcovered entities contract for services. Because we will need to use and disclose customers’ health and personal information inorder to provide our services, we expect to develop and maintain policies and procedures to protect that information in the future.

Inaddition to HIPAA, numerous other federal, state, and foreign laws and regulations protect the confidentiality, privacy, availability,integrity and security of health information and other types of personal information. These laws and regulations are often uncertain,contradictory, and subject to changing or differing interpretations. Additionally, these laws may be similar to or even more protectivethan, and may not be preempted by, HIPAA and other federal privacy laws. The privacy and data protection laws in many states in whichwe operate are more restrictive than HIPAA and/or may apply more broadly than HIPAA. In certain cases, it may be necessary to modifyour operations and procedures to comply with these more stringent state laws. Not only may some of these state laws impose finesand penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personalinformation has been misused. We expect new laws, rules and regulations regarding privacy, data protection, and information securityto be proposed and enacted in the future; as state laws are changing rapidly.

Forexample, as of the date of this prospectus, five states—California, Colorado, Connecticut, Utah and Virginia—have enactedconsumer data privacy laws. The data privacy laws have a number of things in common with each other, including allowing residents ofthose states the right to access and delete their personal information and to opt-out of the sale of their personal information, amongothers. Other provisions require commercial websites or online services to post a privacy policy that describes the types of personalinformation collected, what information is shared with third parties, and how consumers can request changes to certain information. Ourcompliance with these and future rules may increase our operating and expenses and our failure to comply with these rules could subjectus to fines, penalties and litigation.

Inaddition to the above, proposed or new legislation and regulations could also significantly affect our business. There currently area number of proposals pending before federal, state, and foreign legislative and regulatory bodies.

ProductLiability

Asa distributor of men’s health and wellness products, the Company will face an inherent risk of exposure to product liability claims,regulatory action and litigation if its future products are alleged to have caused significant loss or injury. In addition, the saleof our products will involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination.Previously unknown adverse reactions resulting from human consumption of our products alone or in combination with other medicationsor substances could occur. We may be subject to various product liability claims, including, among others, that our future products causedinjury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactionswith other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adverselyaffect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operationsand financial condition of the Company.

Forexample, a 2014 study published in The Journal of the American Medical Association determined that Sildenafil (the active ingredientin Viagra) may be associated with a higher risk of developing melanoma. The study evaluated data from more than 25,000 men who used Sildenafiland found that Sildenafil use was significantly associated with an increased risk of subsequent melanoma, after consideringother risk factors. It is possible that the ingredients we plan to use in our Mango ED product or any other products we sell in the futurecould be found in the future to result in increases in the likelihood of developing cancer or other diseases, which could subject usto litigation, penalties or recalls.

Insurance

Wehave an insurance policy in effect that includes customary coverage and protection for professional liability, general liability,employee benefits and protection against claims including technology products, services and against cyber security. Our insurancepolicy also covers exposure to product liability claims, including both technology product claims related to customer data breaches, copyright infringementand/or misrepresentation and fraud and any claims made in connection with any physical products and services sold through the Company’s website.

MaterialAgreements

PhysicianServices Agreement with Doctegrity

Pursuantto the Physicians Agreement, Doctegrity, which provides online telemedicine technology services and provides access to independentlycontracted licensed physicians and providers, agreed to (a) arrange for the services of a physician or, where appropriate, a mid-levelpractitioner with delegated authority from a physician, licensed in the appropriate state the practice of medicine will take place, whowill establish a physician/patient relationship with patients associated with the Company’s platform in accordance with the lawsand regulations of the appropriate state(s) and also provide physician review and assessment and quality control of the Company’sor related brands’ advertising of services, medical questionnaires and related prescription requests; and (b) provide an asynchronoustelehealth platform (and in certain cases, synchronous capabilities in certain U.S. states where and when available and applicable) whichprovides patient access to licensed physicians in the state from which the patient, who is participating under our platform, resides.

Wechose to contract with Doctegrity after reviewing and comparing the fees and services offered by similar telehealth platform companiesthat facilitate visits between health care professionals and patients.

Aftera patient visits our website and submits a request for a consultation with a health care professional,Doctegrity will communicate the patient’s information to one of its affiliated physicians. Doctegrity and the physicianswill be responsible for conducting the telehealth consultation and any ongoing communication with the patient in accordance with applicablelaws. The physicians will make a determination, in their sole discretion, as to whether or not to prescribe our products (initiallyour Mango ED product) to potential customers. If the physicians prescribe our Mango ED product, then the customers will pay us for ourproducts. In turn, Epiq Scripts, LLC, pursuant to the Master Services Agreement discussed below, will be providedinformation on the customer and compounding of our product, will compound the product, and ship the product to customers using packagingand shipping materials which we supply.

Wewill pay Doctegrity for each physician visit conducted in response to request made by a patient on our website, regardless of whetherthe physician prescribes our product to the patient. The fee we pay Doctegrity is fixed, set in advance and was negotiated at arms’length after comparing the prices offered by similar services. We are not a party to any contracts between Doctegrity and any healthprofessionals or physician groups and do not control how Doctegrity reimburses these providers.

Althoughour arrangement with Doctegrity, as summarized above, is structured to comply with applicable laws, including those restricting the corporatepractice of medicine and fee splitting, there may be a risk that a state agency, now or in the future as these laws (and interpretationsof them) evolve, would conclude that the arrangement and fee structure between Doctegrity and its contracted physicians and/or our agreementwith Doctegrity violates the corporate practice of medicine doctrine and fee splitting restrictions in Texas or in another state wherea patient who uses our Mangoceuticals platform is located.

ThePhysicians Agreement has a term of one year subject to automatic one-year renewals unless and until terminated in accordance with thePhysicians Agreement, including by either party with 90 days’ prior written notice with or without cause and for cause withten days’ written notice.

ThePhysicians Agreement requires us and Doctegrity to maintain certain minimum levels of insurance, and contains customary representationsand warranties, force majeure provisions and confidentiality obligations. Pursuant to the Physicians Agreement, each party is requiredto indemnify and hold harmless the other party, its affiliates and representatives, from and against any third party claims, liabilities,damages, judgments or other losses (including reasonable attorneys’ fees) imposed upon or incurred by them arising out of or asa result of: (i) any acts or omissions by or the willful misconduct of the other party, its affiliates or representatives in connectionwith the performance of any of their respective obligations under the agreement; and (ii) any material breach of the agreement by theother party, or its affiliates or representatives; except to the extent that such losses arising pursuant to (i) and/or (ii), arise fromthe bad faith, willful misconduct or gross negligence of the party seeking indemnification. The Physicians Agreement also includes customarylimitation of liability language, whereby each party waived any liability from the other for any indirect, incidental, exemplary, punitiveor consequential damages.

Doctegrity’sphysicians will be tasked with determining whether patients seeking Mango ED products are eligible to be prescribed our Mango ED productwith the sole purpose of the telemedicine engagement being for the determination, in the physician’s sole judgment, of whetherthe patient is qualified to obtain a prescription for the Mango ED product. Doctegrity’s physicians are required to electronicallysend prescriptions to Epiq Scripts (the Company’s designated and accredited pharmacy partner), which financial relationship isrequired to be disclosed in writing to the patient via the Terms and Conditions listed on the Company’s website, including informedconsent, and also informing the patient that the prescription will be sent to the Company’s designated pharmacy partner. Doctegrity’sphysicians will not be able to prescribe any other ED medications, other than Mango ED, to patients seeking ED medical treatment throughour customer portal.

Theagreement also includes certain covenants restricting our operations, restricting us and our owners, directors, officers, and managers,during the term of the agreement and for 12 months thereafter from providing to or for any customer any services or products, solutions,of the type provided by Doctegrity, using confidential information received during the term of the agreement.

MasterServices Agreement with Epiq Scripts

OnSeptember 1, 2022, and effective on August 30, 2022, we entered into a Master Services Agreement with Epiq Scripts, LLC (“EpiqScripts”), which is 51%-owned by American International. Mr. Cohen, our Chairman and Chief Executive Officer, serves as the ChiefExecutive Officer and a director of, and has voting control over, American International. As discussed above under “Business—Formationand Transfer of Control,” the Company was wholly-owned by American International until April 16, 2022, when control of theCompany was sold to Cohen Enterprises, which is owned by Mr. Cohen.

Pursuantto the Master Services Agreement and a related statement of work (“SOW”), Epiq Scripts agreed to provide pharmacy and relatedservices to the Company, the Company agreed to exclusively use Epiq Scripts as the provider of the Services (defined below) during theterm of the agreement, so long as Epiq Scripts complies with the terms of the Master Services Agreement. The agreement also includesa 30 day right of first refusal for Epiq Scripts to provide pharmacy services for any new product that Mango may introduce during theterm of the agreement.

Pursuantto the SOW, Epiq Scripts agreed to provide for the online fulfillment, specialty compounding, packaging, shipping, dispensing and distribution(collectively, the “Services”) of products sold exclusively via our website that may be prescribed as part of a telehealthconsultation on our platform. Epiq Scripts also agreed to provide mail service pharmacy services to us on an exclusive basis during theterm of the SOW.

Weagreed to provide Epiq Scripts with all custom packaging materials, including but not limited to, individual sachet and/or blister packagingmaterials, outer box packaging, and any custom inserts and/or marketing information to accompany the prescription shipment, if any andto provide Epiq Scripts with quarterly sales forecasts to ensure Epiq Scripts has enough packaging materials on hand to cover a 90 dayperiod. We agreed to pay for all direct shipping, delivery and related courier costs and to provide Epiq Scripts with direct access toany online accounts to access and generate shipping labels for the fulfillment and delivery of our products.

TheSOW has a term through December 31, 2025, automatically renewable thereafter for successive one-year terms unless either party terminatesthe agreement at least 90 days before renewal thereof and the SOW is subject to the same termination rights of the parties as set forthin the Master Services Agreement (discussed below).

Pursuantto the SOW, we agreed to pay Epiq Scripts certain fixed rate fees for prescription fulfillment, processing and packaging (per prescription)and drug compounding (per pill), provided the per pill rate is reduced upon us exceeding 3,500 product packages per month.

Underthe Master Services Agreement, we are solely responsible for billing and collecting funds from our customers and Epiq Scripts is paidout of funds that we actually collect.

Wepaid Epiq Scripts a total of $60,000 upon our entry into the Master Services Agreement, comprising $45,000 as a one-time non-refundabletechnology systems setup and implementation fee and $15,000 as an upfront retainer to be credited future products sales.

TheMaster Services Agreement has a term of five years, automatically renewable to additional one-year terms thereafter unless either partyprovides the other notice of termination at least 90 days prior to the date of automatic renewal. The Master Services Agreement can beterminated (i) upon breach of the agreement by the other party, subject to a 90-day cure right, (ii) if a party enters into bankruptcyor fails to pay its debts as they become due, or (iii) if Epiq Scripts becomes unable to perform the services covered by the Master ServicesAgreement and any statements of work associated therewith.

Paymentsunder the Master Services Agreement are due within 15 days after the end of each month during which collections are received. The MasterServices Agreement contains customary confidentiality obligations, record retention provisions, audit rights, and representations andwarranties of the parties. Each party to the Master Services Agreement agreed to indemnify, defend, and hold harmless the other and theother party’s officers, directors, shareholders, employees, and agents from and against any and all nonparty claims, or actionsfor damages, liabilities (including strict liability), penalties, costs and expenses (including reasonable legal fees, expenses and costs)to the proportionate extent caused by (1) the negligence or willful misconduct of the indemnitor or any of its employees or agents inconnection with the performance of the agreement, or (2) any breach of any representation, warranty or covenant under the agreement bythe indemnitor or any of its employees or agents. Additionally, the parties agreed that neither party will be liable to the other forspecial, incidental, or exemplary damages, subject to certain limited exceptions. The Master Services Agreement does not address productliability claims or assign any rights of indemnification or contribution in connection therewith.

Duringthe nine months ended September 30, 2022, and in conjunction with the Master Services Agreement and Statement of Work, the Company prepaidEpiq Scripts $15,000 as a retainer to be credited towards future product sales. Additionally, the Company has signed a lease agreementfor office space, effective October 1, 2022. The initial security deposit of $16, 942 and the first month’s rent payment of $5,778have been credited to prepaid expenses.

EpiqScripts has filed with the Utilization Review Accreditation Commission (“URAC”) to obtain its pharmacy accreditation andobtained its first state license in the State of Texas in February 2022. Epiq Scripts has State Board of Pharmacy (or its equivalent)licenses to operate in 36 states: Alaska, Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Indiana,Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey, New Mexico, NewYork, North Carolina, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin,and Wyoming and plans to eventually obtain licenses in all 50 states by the end of the first quarter of 2023, with some statelicenses easier to obtain and quicker to obtain than others.

Asa result of the above, Epiq Scripts can currently only provide the Services to the Company in the 36 states described above, andthe Company will be unable to sell its products to any customers in any states other than those named above, until Epiq Scripts is ableto obtain licenses in other states and will thereafter be limited to selling products to customers only in the states in which Epiq Scriptsholds a license.

ConsultingAgreements

OnSeptember 6, 2022, we entered into a Consulting Agreement with PHX Global, LLC (“PHX”), which is owned by Peter “Casey”Jensen, who is a member of the Board of Directors of American International. Pursuant to the Consulting Agreement, PHX agreed to provideconsulting and general business advisory services as reasonably requested by the Company during the term of the agreement, which wasfor 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued PHX50,000 shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. We also agreedto include the shares issued to PHX in the Resale Prospectus, which shares of common stock are included therein.

OnSeptember 6, 2022, we entered into a Consulting Agreement with Ezekiel Elliott (“Elliott”), currently a professional footballplayer and the running back for the Dallas Cowboys, to provide consulting and general business advisory services as reasonably requestedby the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreementby either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide theservices under the agreement, the Company issued Elliott 100,000 shares of restricted common stock. The agreement contains customaryconfidentiality and non-solicitation provisions. We also agreed to include the shares issued to Elliott in the Resale Prospectus, whichshares of common stock are included therein.

OnSeptember 15, 2022, we entered into a Consulting Agreement with David Sandler, an individual (“Sandler”), to provide consultingand general business advisory services as reasonably requested by the Company during the term of the agreement, which was for six months,unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days afterwritten notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Sandler 10,000shares of restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. We also agreed toinclude the shares issued to Sandler in the Resale Prospectus, which shares of common stock are included therein.

OnSeptember 15, 2022, we entered into a Consulting Agreement with Hsiaoching Chou, an individual (“Chou”), to provide consultingand general business advisory services as reasonably requested by the Company during the term of the agreement, which was for six months,unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days afterwritten notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued Chou 5,000 sharesof restricted common stock. The agreement contains customary confidentiality and non-solicitation provisions. We also agreed to includethe shares issued to Chou in the Resale Prospectus, which shares of common stock are included therein.

OnSeptember 22, 2022, we entered into a service agreement with Greentree Financial Group, Inc. (“Greentree” and the “ServiceAgreement”). Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) bookkeeping services forthe Company for the period from October 1, 2022 through June 30, 2023; (b) advice and assistance to the Company in connection with theconversion of its financial reporting systems, including its projected financial statements, to a format that is consistent with UnitedStates Generally Accepted Accounting Principles (“US GAAP”); (c) assistance to the Company with compliance filings for thequarters ended September 30, 2022, March 31, 2023, June 30, 2023 and the year ended December 31, 2022, including the consolidation structureand entries as well as assistance with US GAAP footnotes; (d) reviewing, and providing advice to the Company on, all documents and accountingsystems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAPor disclosures required by the SEC; and (e) providing necessary consulting services and support as a liaison for the Company to thirdparty service providers, including coordination amongst the Company and its attorneys, CPAs and transfer agent. Since February 2015,Mr. Eugene M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022) has served as Audit Manager for Greentree.

TheCompany agreed to issue Greentree 100,000 shares of the Company’s restricted common stock upon the parties’ entry into theagreement, and to pay Greentree $50,000 in cash, payable as follows (a) $12,500 on or before September 30, 2022; (b) $12,500 on or beforeDecember 31, 2022; (c) $12,500 or before March 31, 2023; and (d) $12,500 on or before June 30, 2023. We also agreed to include the 100,000shares of common stock issued to Greentree in the Resale Prospectus, which shares of common stock are included therein, and to reimburseGreentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s activities under the agreement, includingthe reasonable fees and travel expenses for the meetings on behalf of the Company.

TheService Agreement continues in effect through August 14, 2023; provided that in the event the Company terminates the agreement priorto the end of the Term, the entire cash fee due during the term of the Service Agreement is immediate due and payable.

TheService Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates withregard to certain matters.

OnNovember 1, 2022, we entered into a Consulting Agreement with White Unicorn, LLC (“White Unicorn”), to provide business advisoryservices related to product packaging, strategic marketing, branding, advertising and future product development as reasonably requestedby the Company during the term of the agreement, which is for 12 months unless otherwise earlier terminated due to breach of the agreementby either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide theservices under the agreement, the Company issued White Unicorn 100,000 shares of restricted common stock. The agreement containscustomary confidentiality and non-solicitation provisions.

MasterServices Agreement with Global Career Networks

OnDecember 1, 2022, the Company entered into a Master Services Agreement with Global Career Networks, Inc. (“GCN”). Pursuantto the agreement, we agreed to issue GCN 100,000 shares of restricted common stock with registration rights (which are included in theResale Prospectus) and GCN agreed to assist us with a planned twitter marketing campaign The agreement has a one year term (providedthe individual project described therein has a six month term, beginning December 1, 2022), and may be renewed thereafter for additionalone year terms with the mutual approval of the parties. Either party may terminate the agreement at any time for any reason, with atleast 60 days’ notice, or upon the occurrence of any breach or default under the agreement, which remains uncured within 30 daysof written notice thereof, or if the non-terminating party is subject to bankruptcy. The agreement contains customary confidentiality,indemnification obligations, and limitations of liability.

IntellectualProperty

Webelieve that our ability to obtain and maintain intellectual property protection for our technology platform, preserve the confidentialityof our trade secrets, and operate without violating the intellectual property rights of others will be important to our success. We planto rely on a combination of patent (where applicable, provided we do not currently have any patents or pending patents), trademark, copyright,trade secret, including federal, state and common law rights in the United States and other countries, nondisclosure agreements, andother measures to protect our intellectual property. Despite any measures taken to protect our intellectual property, unauthorized partiesmay attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Our business is affectedby our ability to protect against misappropriation and infringement of our intellectual property and other proprietary rights.

Ourintellectual property includes the content of our websites, our registered domain names, our unregistered trademarks, and certain tradesecrets.

Wehave applied with the United States Patent and Trademark Office for a federal trademark for the word mark:

LegalProceedings

Thereare no pending or threatened legal proceedings involving our company. However, from time to time, we may become involved in various legalproceedings that arise in the ordinary course of business, principally personal injury and property casualty claims. Those claims, evenif lacking merit, could result in the expenditure by us of significant financial and managerial resources. We may become involved inmaterial legal proceedings in the future.

Employees

TheCompany is currently operated and managed by the Chief Executive Officer, Founder and Chairman, Jacob D. Cohen, and the Chief OperatingOfficer and Founder, Jonathan Arango. The Company utilizes the assistance of various independent contractors for administrative and technologydevelopment related services. We anticipate establishing a compensation program designed to align the compensation of our employees withperformance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results in the future.The structure of our anticipated compensation program will balance incentives earnings for both short-term and long-term performancesuch as incentive bonuses and flexible schedules. The Company also intends to develop a culture of inclusion and diversity and placesa high value on diversity and inclusion. Our future success will depend partially on our ability to attract, retain and motivate qualifiedpersonnel. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. We considerour relations with our employees to be satisfactory. Mr. Cohen and Mr. Arango are currently party to employment agreements with the Companyas discussed below under “Executive Compensation—Employment Agreements.”

Properties

OnSeptember 28, 2022, and with an effective date of October 1, 2022, the Company entered into a Lease Agreement with Rox Trep Tollway,L.P. (the “Landlord”) to lease and occupy approximately 2,201 square feet of office space located at 15110 N. Dallas Parkway,Suite 600, Dallas, Texas 75248 to serve as the Company’s main headquarters (the “Lease Agreement”). The Lease Agreementhas a term of thirty-eight (38) months (through December 31, 2025) and has a monthly base rent of $0 for the second month; $5,778, or$31.50 per square foot, for months 1 and 3-18 and increases at the rate of $1 per square foot per annum thereafter until the end of thelease term (the “Base Rent”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-ratashare of all real estate taxes and assessments, hazard and liability insurance and common area maintenance costs for the building atthe rate of 2.45% (the “Proportionate Rent”). Upon the execution of the Lease Agreement, the Company agreed to prepay thefirst full month’s Base Rent along with a security deposit equal to $16,942. The lease includes an option to extend the lease foran additional period of thirty-six (36) calendar months at market.

Webelieve our facilities are sufficient to meet our current needs and that suitable space will be available as and when needed. We do notown any real property.

Management

Setforth below is certain information regarding our directors and executive officers as of January 13, 2023:

BusinessExperience

Thefollowing is a brief description of the education and business experience of our directors and executive officers.

JacobD. Cohen - Chief Executive Officer and Chairman

JacobCohen is a serial entrepreneur, corporate finance and executive management professional with over 20 years of investment banking andcapital markets experience having started and growing multiple companies in various industry sectors including marketing, advertising,healthcare, IT and financial services. Prior to founding the Company, Mr. Cohen was the co-founder and managing partner of several boutiqueinvestment bank and strategic advisory firms where he advised both early and later stage companies in raising capital in the form ofdebt and/or equity and in both private and public markets.

Priorto his experiences in investment banking, Mr. Cohen served as the Chief Financial Officer of The Renewed Group, Inc., a manufacturer,wholesaler and retailer of eco-friendly and sustainable apparel primarily made from recycled textiles and under the brand name REUSEJEANS from 2010 through the end of 2013. Further, Mr. Cohen served from 2008 through 2010 as Executive Vice President and Controllerof Metiscan, Inc., a publicly traded company, and as the President and Chief Executive Officer of one of its subsidiaries, ShorelineEmployment Services, Inc. During his tenure at Metiscan, Mr. Cohen was instrumental in restructuring, reorganizing and operating thecompany and its five subsidiaries, and successfully raised over $8 million in equity financing for growth capital. Mr. Cohen also spearheadedthe company’s financial audit process and managed its various filings with the SEC.

From2007 through 2008, Mr. Cohen served as the Chief Operating Officer of Artfest International, which he assisted in taking public at theend of 2007. Throughout his career, Mr. Cohen was involved in starting many new ventures, including The AdvertEyes Network, a digitalsignage advertising company where he served as founder and CEO. Other positions include investment advisor and institutional equity researchanalyst for Solomon Advisors and Huberman Financial, securities broker-dealers, from 2003 through 2005, and investment banker for AllegianceCapital, a middle market investment bank specializing on mergers and acquisitions, from 2005-2007. Mr. Cohen holds a Bachelor of Artsin International Economics and Finance from Brandeis University in Waltham, Massachusetts.

Mr.Cohen has served as Chief Executive Officer of the Company since October 2021, as a director from October 2021 to present, and as Chairmanfrom September 2022 to present. Mr. Cohen also currently serves as Chief Executive Officer and as a director of American InternationalHoldings Corp (“American International”), a publicly traded company which is the majority owner and parentto Epiq Scripts, LLC, and which is the former sole owner of the Company, having fully divested its ownership in June 2022, and as ChiefExecutive Officer of Ronin Equity Partners, Inc., a private investment company, which role he has held since August 2016. Mr. Cohen alsoserves the Chief Executive Officer of Cohen Enterprises, Inc., a private investment company, which position he has held since November2013.

Webelieve that Mr. Cohen’s extensive background in investment banking, public company management and corporate finance makes himwell qualified to serve on the Board of Directors.

JonathanArango – President, Chief Operating Officer and Director

JonathanArango is a Business Development Executive with more than 10 years of hands-on experience in pharmacy operations and management,business development, team management, and strategic relationship development. He has a history of driving significant revenue growthfor companies in multiple sectors. Mr. Arango participates in numerous ambitious ventures, spanning multiple industries such ase-commerce, medical & health, restaurants, and cryptocurrency.

Mr. Arango has served asthe President, Chief Operating Officer and director of the Company since October 2021. Prior to his appointment to the Company, Mr.Arango served as Chief Operating Officer of Murphy Rx LLC, a retail and specialty pharmacy based out of Murphy, Texas, which he previouslyowned, from June 2020 to March 2022. Prior to owning a pharmacy, Mr. Arango founded and served as CEO of Golden Heights Medical Consulting,a healthcare marketing agency that specialized in customer acquisition and medical ancillary services from February 2017 to January 2019.He also served as an independent contractor providing marketing and sales services from April 2015 to February 2017.

Beforeentering the healthcare industry, Mr. Arango ran an independent marketing and sales agency from 2013 to 2018 (A&J Marketing). A&JMarketing was contracted by multiple companies spanning different industries to generate and substantially scale revenue in multiplesectors. Industries included were Home Improvement, Oil & Gas, Health & Wellness, Professional Development, and E-commerce.

Webelieve that Mr. Arango’s extensive experience in the healthcare industry and e-commerce makes him well qualified to serve as amember of the Board of Directors.

EugeneM. Johnston – Chief Financial Officer