MGRX 10-K & 10-Q changes, risk factors and insider trading

On May 13, 2025, Mango & Peaches issued 4,892,906 shares of its common stock and 100 shares of its Series A Super Majority Voting Preferred Stock (collectively, the “M&P Stock”) to Jacob Cohen, the Chief Executive Officer and Chairman of the Company and the Chief Executive Officer of Mango & Peaches, which was due pursuant to the terms of Mr. Cohen’s employment agreement with the Company, as amended.

Risks Related to the Company’s Planned Solana Treasury Strategy

The Company intends to purchase or otherwise acquire Solana, the price of which has been, and will likely continue to be, highly volatile. The Company’s operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.

Moving forward, funding permitting, we plan to purchase up to $100 million to purchase or otherwise acquire Solana and for the establishment of cryptocurrency treasury operations. Digital assets generally are highly volatile assets. In addition, digital assets do not pay interest or other returns and so the ability to generate a return on investment from the net proceeds of any capital raises will depend on whether there is appreciation in the value of digital assets following our purchases of digital assets with the net proceeds from such capital raises. Future fluctuations in digital asset trading prices may result in our converting digital assets into cash with a value substantially below what we paid for such digital assets.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our planned Solana treasury strategy. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.

Our historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from our planned Solana treasury strategy. The price of digital assets generally has historically been subject to dramatic price fluctuations and is highly volatile. The Company’s Solana are initially measured at cost and are subsequently measured at fair value, with changes in fair value recorded in net income in each reporting period. As a result, volatility in our earnings may be significantly more than what we experienced in prior periods.

Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Historically, the digital asset market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our digital assets at favorable prices or at all. As a result, digital asset holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, digital assets we plan to hold with custodians and transact with our trade execution partners will not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital asset holdings, including in particular during times of market instability or when the price of digital assets has declined significantly. If we are unable to sell our digital assets, enter into additional capital raising transactions, including capital raising transactions using Solana as collateral, or otherwise generate funds using our planned Solana holdings, or if we are forced to sell our digital assets at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats.

Although we are not initially planning to lend Solana, from time to time, we may generate income through lending of digital assets, which carries significant risks. The volatility of such digital assets increases the likelihood that borrowers may default due to market downturns, liquidity crises, fraud or other financial distress. These lending transactions may be unsecured, and so may be subordinated to secured debt of the borrower. If a borrower becomes insolvent, we may be unable to recover the loaned Solana, leading to substantial financial losses.

Additionally, digital asset lending platforms are vulnerable to operational and cybersecurity risks. Technical failures, software bugs or system outages could disrupt lending activities, delay transactions or result in inaccurate record-keeping. Cybersecurity threats, including hacking, phishing and other malicious attacks, pose further risks, potentially leading to the loss, theft or misappropriation of our loaned Solana. A successful cyberattack or security breach could materially and adversely impact our financial position, reputation and ability to conduct future lending activities.

Our Solana treasury strategy exposes us to various risks associated with Solana.

Our Solana treasury strategy exposes us to various risks associated with Solana, including the following:

Our future Solana holdings may significantly impact our financial results and the market price of our common stock. Our future Solana holdings may significantly affect our financial results and if we continue to increase our overall future holdings of Solana in the future, they will have an even greater impact on our financial results and the market price of our common stock.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Absent federal regulations, there is a possibility that SOL may be classified as a “security.” Any classification of SOL as a “security” would subject us to additional regulation and could materially impact the operation of our business.

Neither the SEC nor any other U.S. federal or state regulator has publicly stated whether they agree that SOL is a “security.” Despite the Executive Order titled “Strengthening American Leadership in Digital Financial Technology” which includes as an objective, “protecting and promoting the ability of individual citizens and private sector entities alike to access and … to maintain self-custody of digital assets,” SOL has not yet been classified with respect to U.S. federal securities laws. Therefore, while (for the reasons discussed below) we believe that SOL is not a “security” within the meaning of the U.S. federal securities laws, and registration of the Company under The Investment Company Act of 1940, as amended (the “Investment Company Act”), is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court may determine otherwise. Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based on such a finding that SOL is a “security” which would require us to register as an investment company under the Investment Company Act.

We also plan to adapt our process for analyzing the U.S. federal securities law status of SOL and other cryptocurrencies over time, as guidance and case law have evolved. As part of such U.S. federal securities law analytical process, we plan to take into account a number of factors, including the various definitions of “security” under U.S. federal securities laws and federal court decisions interpreting the elements of these definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves cases, as well as court rulings, reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff providing guidance on when a digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S. federal securities laws. Our position that SOL is not a “security” is premised, among other reasons, on our conclusion SOL does not meet the elements of the Howey test. Among the reasons for our conclusion that SOL is not a security is that holders of SOL do not have a reasonable expectation of profits from efforts in respect of their holding of SOL. Also, SOL ownership does not convey the right to receive any interest, rewards, or other returns.

We acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view. The regulatory treatment of SOL is such that it has drawn significant attention from legislative and regulatory bodies. Application of securities laws to the specific facts and circumstances of digital assets is complex and subject to change. Our conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on a finding that SOL, or any other digital asset we might hold is a “security.” As such, we are at risk of enforcement proceedings against us, which could result in potential injunctions, cease-and-desist orders, fines, and penalties if SOL was determined to be a security by a regulatory body or a court. Such developments could subject us to fines, penalties, and other damages, and adversely affect our business, results of operations, financial condition and prospects.

If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue our business as currently conducted.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company” if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) on an unconsolidated basis. Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section 3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an “investment company” for purposes of the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled primarily by such entity. We do not believe that we are an “investment company” as such term is defined in either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act.

Recently, we have begun focusing on pursuing opportunities to expand our portfolio into digital assets and such efforts may result in the value of our future SOL holdings being in excess of 40% of our total assets. Since we believe SOL is not an investment security, we do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act.

With respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C). We believe that we are not, and will not be, an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and will consist of, and no more than 45% of the Company’s net income after taxes (for the last four fiscal quarters combined) is derived from, or will be derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled primarily by the Company.

SOL and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we have concluded are not securities could be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets ecosystem, regarding the potential application of the Investment Company Act to their businesses. For example, in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made by BlockFi to institutional borrowers.

If we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading in securities, with such intent evidenced by the Company’s business activities and an appropriate resolution of its board of directors. The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Accordingly, the grace period may not be available at the time that we seek to rely on Rule 3a-2; however, Rule 3a-2 is a safe harbor and we may rely on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time. Furthermore, reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations. If we were to be deemed an investment company in the future, restrictions imposed by the Investment Company Act — including limitations on our ability to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management, operations, and transactions with affiliated persons — likely would make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business, results of operations, financial condition, and prospects.

Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides that if a listed company’s security fails to meet the Minimum Bid Price Requirement and (a) the Company has effected a reverse stock split over the prior one-year period; or (b) has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company is not eligible for a compliance period to address the Minimum Bid Price Requirement and will be automatically suspended from Nasdaq, subject to rights to appeal the delisting to a hearings panel. This restriction applies even if the listed company was in compliance with the Minimum Bid Price Requirement at the time of its prior reverse stock split. As a result of the above, if a listed company effects a reverse stock split but its security subsequently falls out of compliance with the Minimum Bid Price Requirement within a one-year period or has affected reverse stock splits with a cumulative ratio of 1-to-250 or more over the prior two year period, it will be issued a delisting determination rather than being granted a compliance period.

As discussed above under “Reverse Stock Split”, effective on October 8, 2024 at 12:01 a.m. Eastern Time, we affected a 1-for 15 reverse stock split of our then outstanding common stock (the “October 2024 Reverse Stock Split”), to cure our non-compliance with the Minimum Bid Price Requirement. As a result, if we fail to meet the Minimum Bid Price Requirement more than one year, but before two years after the effective date of the October 2024 Reverse Stock Split (i.e., before October 8, 2026), and the cumulative ratio of the October 2024 Reverse Stock Split and any future reverse stock split is greater than 1-to-250, Nasdaq will issue a delisting notification and our common stock will be automatically suspended from trading on Nasdaq, subject to our right to appeal the delisting determination to a hearings panel, provided that our common stock will trade in the over-the-counter (OTC) market while the appeal is pending.

Separately, prior to October 8, 2026, we will be limited to a reverse stock split ratio of no more than 1-for-16 2/3rds (which together with the October 2024 Reverse Stock Split ratio of 1-for-15, would not exceed 1-for-250, which may limit our ability to remedy our failure to regain compliance with the Minimum Bid Price Requirement as discussed above.

Separately, Nasdaq Listing Rule 5810(c)(3)(A) provides that if a listed company takes a corporate action, such as a reverse stock split, to regain compliance with the Minimum Bid Price Requirement, and that action results in the listed company falling below the threshold for another Nasdaq listing requirement (e.g., the Nasdaq Capital Market continued listing requirement that a listed company have at least 500,000 publicly held shares), the listed company will not be granted a compliance period for the new deficiency. In that case, the listed company must cure both deficiencies within the compliance period(s) applicable to the Minimum Bid Price Requirement deficiency.

Finally, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii), if our common stock has a closing bid price of $0.10 or less for 10 consecutive business days during any compliance period imposed as a result of noncompliance with the Minimum Bid Price Requirement, Nasdaq will issue a delisting determination; however, unlike the process as discussed above for the determination of excessive reverse stock splits, suspension of trading of our common stock will generally be stayed while any appeal is pending.

Comparison of the Year ended December 31, 2025 and 2024

During the year ended December 31, 2025, travel expenses were not separately disclosed for the twelve-month periods but are generally associated with costs related to vendor meetings, promotional events, and other travel-related activities.

Advertising and marketing expenses in the amount of $822,860 and $1,478,663 for the year ended December 31, 2025 and 2024, respectively. The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch.

Investor relations expenses were $1,561,206 and $453,749 for the year ended December 31, 2025 and 2024, respectively, which increase was related to expanded efforts to raise public awareness of our stock during the current period.

Stock-based compensation totaled $10,794,245 and $2,355,193 (inclusive of stock issued for services and issuances of options and warrants) for the year ended December 31, 2025 and 2024, respectively, which increase was due to greater use of equity-based incentives and higher stock prices in the current period.

We had $103,513 and $13,700 of interest expense for the year ended December 31, 2025 and 2024, respectively, which increase was due to accrued interest on notes payable.

We had $1,723,191 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the year ended December 31, 2025, compared to $721,533 for the year ended December 31, 2024.

We had a $125,625 loss from settlement in the year ended December 31, 2025, compared to $0 for the year ended December 31, 2024, which loss from settlement was due to legal settlements reached (as further described under “Part I – Item 1. Financial Statements” in the Notes to Consolidated Financial Statements in “Note 11 – Commitments and Contingences”, under the heading Legal Matters).

We had a net loss of $20,643,455 for the year ended December 31, 2025, compared to a net loss of $8,707,226 for the year ended December 31, 2024, an increase in net loss of $11,823,899 due to a decrease in revenue and increase in our general and administrative expenses as discussed above. Additionally, we had significant increases in stock-based compensation and investor relations.

Cash increased mainly due to financing activities, whereby we were able to sell stock for cash and through notes payable to third parties and related parties.

There was no net cash used in investing activities for the year ended December 31, 2025. For the year ended December 31, 2024, net cash provided by investing activities of $65,000 was solely due to the sale of assets.

During the year ended December 31, 2025, Mr. Cohen used his personal credit card for payments to a third-party vendor for services rendered to the Company. The total amount outstanding as of December 31, 2025 was $0.

On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan, as discussed in greater detail above The Tiger Cub Note has a principal balance of $100,000. The Tiger Cub Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business days following the closing of a Qualified Financing, as discussed below.

The Tiger Cub Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies, and customary representations and warranties of the parties and covenants of the Company.

The Company may prepay the Tiger Cub Note at any time prior to maturity; however, any such prepayment will require a prepayment premium equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment. The “Make Whole Amount” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory Note.

The Tiger Cub Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “Qualified Financing” is defined in the Tiger Cub Note as any fundraising transaction completed after the Tiger Cub Note’s effective date, other than a sale of notes on substantially similar terms as the Tiger Cub Note, undertaken primarily for the purpose of raising capital.

In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Tiger Cub Note immediately due and payable (in the event of bankruptcy such repayment obligation is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by, holder, the principal amount of the Tiger Cub Note automatically increases to an amount equal to the then outstanding balance of the Tiger Cub Note, plus the Make Whole Amount.

On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note, with Tiger Cub, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Tiger Cub Note into an Amended and Restated Convertible Promissory Note; and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock. The Agreement to Amend included certain representations and warranties to Tiger Cub. The A&R Tiger Cub Note amended and restated the Tiger Cub Note to (a) provide Tiger Cub the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price each to the greater of (x) (1) $1.50; (2) if the A&R Tiger Cub Note was entered into prior to the close of market on the date entered into, the greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the last trading day prior to the date the A&R Tiger Cub Note was entered into, plus $0.125; and (3) if the A&R Tiger Cub Note was entered into after the close of market on the date entered into, the greater of (i) the consolidated closing bid price, and the (ii) closing price, of the common stock of the Company on the date the A&R Tiger Cub Note was entered into, plus $0.125, and (y) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance of common stock in connection with a conversion, taking into account all securities issuable in connection therewith—which conversion price was $1.785; and (b) remove the Mandatory Prepayment requirement.

The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights.

On December 4, 2025, the Company borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen, and entered into a Promissory Note with Tiger Cub to evidence such loan.

The Promissory Note has a principal balance of $75,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) December 4, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business days following the closing of a Qualified Financing, as discussed below.

The Promissory Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies, and customary representations and warranties of the parties and covenants of the Company.

The Company may prepay the Promissory Note at any time prior to maturity; however, any such prepayment will require a prepayment premium equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment. The “Make Whole Amount” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory Note.

The Promissory Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “Qualified Financing” is defined in the Promissory Note as any fundraising transaction completed after the Promissory Note’s effective date, other than a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital.

In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Promissory Note immediately due and payable (in the event of bankruptcy such repayment obligation is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by, holder, the principal amount of the Promissory Note automatically increases to an amount equal to the then outstanding balance of the Promissory Note, plus the Make Whole Amount.

On April 2, 2025, MAAB converted the Debt into 333,333 shares of the Company’s common stock, at a conversion price of $1.50 per share, pursuant to the terms of such Debt, as amended on January 27, 2025. The principal balance of the note as of September 30, 2025 is $-0-.

As discussed in greater detail above, the Indigo Note was amended effective on May 27, 2025, to allow Indigo to convert such note into shares of common stock of the Company at a conversion price of $1.50 per share and on July 16, 2025, Indigo converted the principal amount of the A&R Indigo Note, and accrued interest due through maturity of $90,000, into an aggregate of 393,333 shares of common stock of the Company at a conversion price of $1.50 per share, as set forth in the A&R Indigo Note.

As discussed in greater detail above, on July 21, 2025, the Company and Tiger Cub agreed to amend the $100,000 principal Tiger Cub Note to allow the conversion thereof into shares of common stock of the Company at a conversion price of $1.785 per share.

Risks Related to the Transaction Not Closing or Being Delayed

The Transaction is subject to numerous closing conditions, and there is no assurance that the Completion will occur on the anticipated timeline, on the anticipated terms, or at all.

Completion of the Transaction is subject to the satisfaction or waiver of a number of conditions, including, among others, Nuclea shareholder approval, Nasdaq non-objection, completion of a minimum $15,000,000 PIPE financing to be funded into escrow, the absence of a material adverse effect, receipt of regulatory approvals, continued compliance with Nasdaq listing requirements, and execution of the Cohen Executive Agreements. Many of these conditions are outside of our control, and we cannot predict whether or when they will be satisfied.

If any condition to Closing or Completion is not satisfied or waived, the Transaction may be delayed beyond current expectations or may not be completed at all. A failure to complete the Transaction, or significant delay in doing so, could result in a decline in the market price of our common stock, require us to pay costs relating to the Transaction (including significant legal, accounting, financial advisory and other fees) without realizing the anticipated benefits, subject us to litigation, divert the attention of our management and employees from our ongoing business, and damage relationships with employees, customers, suppliers, licensors, and other business partners of both the Company and Nuclea.

The Transaction is structured to occur in two separate stages (1) a Closing that is expected to occur before receipt of the Required Approvals, followed by a later Completion (2) and there is no assurance that Completion will ever occur following Closing.

Unlike a conventional single-step business combination, the Transaction contemplates a Closing (including the amalgamation, implementation of the exchangeable share structure, and the concurrent PIPE financing) that is expected to occur prior to receipt of both Company stockholder approval and Nasdaq approval of the initial listing application, with full implementation of the Exchangeable Shares occurring only later, at Completion. This bifurcated structure means that the Company and Nuclea could become combined at Closing while the full economic, voting, and exchange rights associated with the Transaction remain restricted or unrealized for an indeterminate period, or potentially indefinitely if the Required Approvals are never obtained.

During the period between Closing and Completion, the Company would operate as a combined enterprise without the benefit of a stockholder vote having yet occurred and without certainty that Nasdaq will ultimately approve the initial listing application. If the Company stockholder approval or Nasdaq approval is delayed, withheld, or not obtained, holders of Exchangeable Shares and the Company common stock issued in the Transaction could remain subject to the Nasdaq Cap indefinitely, we could remain unable to complete the governance changes contemplated by the BCA, and stockholders could be left holding an interest in a combined business without the protections a prior stockholder vote is intended to provide.

Our stockholders will experience substantial and immediate dilution as a result of the Transaction, and former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted basis.

The exchange ratio under the BCA is calculated as the product of (a) the fully diluted Company shares divided by the fully diluted Nuclea shares, multiplied by (b) 24. Based on this formula, and prior to giving effect to the PIPE share issuance, former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with our existing stockholders retaining only approximately 4%. Stockholders should expect their proportionate ownership, voting power, and economic interest in the Company to be reduced dramatically as a result of the Transaction.

The PIPE financing of at least $15,000,000 contemplated by the BCA, as well as any additional equity issuances prior to or in connection with Closing or Completion, will result in further dilution to existing stockholders beyond the dilution described above. The actual exchange ratio, and therefore the actual dilutive effect on existing stockholders, will depend on the fully diluted share counts of both companies as of Closing, which may differ from current estimates.

The Exchangeable Share structure and the related Nasdaq Cap and Special Voting Share arrangements are complex, and their interaction may make it difficult for stockholders to evaluate their post-Transaction rights and the true extent of dilution and change of control.

Rather than issuing the Company common stock directly to Nuclea shareholders, the Transaction uses a Canadian exchangeable share structure under which former Nuclea shareholders will receive exchangeable shares of ExchangeCo, a wholly-owned subsidiary of the Company, that are intended to be exchangeable on a one-for-one basis for the Company common stock. A single Company Special Voting Share, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares (subject to the Nasdaq Cap), will be issued to a trustee at Closing. This structure is more complex than a conventional stock-for-stock merger and may make it more difficult for our stockholders to understand and evaluate the actual voting power, economic rights, and potential dilution associated with the Transaction.

Until the Required Approvals are obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares and any the Company common stock issued in the Transaction are limited to 19.99% of the Company common stock outstanding immediately prior to Closing. Once the Required Approvals are obtained, this cap is removed and the full dilutive and voting effect of the Transaction, including the approximately 96% ownership position expected to be held by former Nuclea shareholders, will be realized. Stockholders approving the Transaction, or trading in the Company securities, prior to receipt of the Required Approvals may not have a full picture of the ultimate ownership and governance structure of the combined company.

The BCA may be terminated in accordance with its terms, and any such termination could adversely affect our business, financial condition, and stock price.

The BCA contains customary termination provisions that permit the Company, Nuclea, or both, to terminate the agreement under certain circumstances, including, potentially, if the Transaction has not been completed by an outside date, if required approvals are not obtained, or upon other customary triggers. We cannot assure stockholders that the Transaction will not be terminated before Closing or before Completion.

If the BCA is terminated, our stock price may decline to the extent the market price of our common stock reflects an assumption that the Transaction will be completed. A termination could also result in adverse publicity, harm to our relationships with employees, customers, suppliers and other business partners, and could require us to pay significant transaction costs, including legal, accounting, and financial advisory fees, without realizing the anticipated benefits of the Transaction. We may also be required to seek an alternative transaction or continue operating as a standalone company on a smaller scale and with fewer resources than we currently anticipate as part of the combined company, and there is no assurance we would be able to identify or complete an alternative transaction on comparable or favorable terms.

We may lose key employees, officers, and directors, and experience disruption to our business, as a result of the leadership and governance changes contemplated by the Transaction.

The Transaction contemplates significant changes to our management and Board of Directors. Jacob D. Cohen will step down as Chief Executive Officer effective upon Closing and transition to the role of President in an independent consulting capacity, Sagar Sanghera will be appointed to the Board and as Executive Chairman, and Josef Freundorfer will be appointed Chief Executive Officer. Following receipt of the Required Approvals and the occurrence of Completion, our Board of Directors will be further reconstituted with nominees designated by the principal Nuclea shareholders, and any then-existing directors not so approved will resign; similarly, new executive officers as directed by the principal Nuclea shareholders will be appointed, and any then-existing executive officers not so appointed will resign.

These leadership transitions, and the uncertainty they create, may result in the loss of institutional knowledge, key relationships, and continuity of strategy. Current employees, officers, and directors may experience uncertainty about their future roles with the combined company, which could adversely affect morale, productivity, and retention, and could make it more difficult to attract or retain qualified personnel during the pendency of the Transaction and following Closing.

Uncertainty surrounding the Transaction, and the anticipated shift in our business focus, could cause customers, suppliers, licensors, and other business partners to delay, modify, or terminate their relationships with us.

The Transaction contemplates combining the Company’s existing business with Nuclea, a company focused on the development of the Morpheus microreactor, which remains in the conceptual design stage, and related nuclear energy technology. This represents a substantial change from the Company’s current business. Customers, suppliers, distributors, licensors, and other business or commercial partners of the Company may respond to the announcement or pendency of the Transaction, or the resulting change in business strategy, by delaying, modifying, or terminating their relationships with us, seeking to renegotiate existing agreements, or choosing not to enter into new agreements or renewals, whether or not the Transaction is ultimately completed. Similarly, business partners and counterparties of Nuclea may take similar actions in response to the Transaction. Any such actions could adversely affect the revenue, operations, and prospects of the Company, Nuclea, or the combined company, whether or not Closing or Completion occurs.

Our Chief Executive Officer and other directors and officers may have interests in the Transaction that are different from, or in addition to, those of our stockholders generally.

In connection with the Transaction, Mr. Cohen and the Company entered into a Release and Separation Agreement providing for cash severance of $1,500,000 payable at Closing, 2,000,000 bonus shares of the Company common stock, a cashless warrant for $10,000,000 worth of the Mango & Peaches Corp. common stock issuable upon Completion, full acceleration of unvested equity awards, and 12 months of Company-paid COBRA coverage, in lieu of the change of control, bonus, severance, and health payments otherwise provided under his existing employment agreement. In addition, certain directors and officers received fully vested equity awards under the Company’s equity incentive plan on July 28, 2026. These arrangements could be viewed as giving Mr. Cohen and other officers and directors a financial incentive to support and complete the Transaction that differs from, or is in addition to, the interests of stockholders generally, and stockholders should consider these interests in evaluating the Transaction.

We are required to obtain regulatory approvals in multiple jurisdictions, which may not be obtained on a timely basis, or at all, or may be obtained subject to conditions that reduce the anticipated benefits of the Transaction.

Completion of the Transaction is conditioned on receipt of applicable regulatory approvals under the Investment Canada Act, the Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable. These regulatory review processes can be lengthy and unpredictable, and the applicable authorities may delay approval, impose conditions or restrictions on the combined company, or, in some circumstances, prohibit the Transaction altogether. Any such delay, condition, or prohibition could prevent completion of the Transaction on the anticipated timeline or terms, or at all, and could reduce the anticipated benefits of the Transaction to our stockholders.

Completion of the required PIPE financing is a condition to Closing, and there is no assurance that it will be completed on the anticipated terms, timeline, or amount.

Closing of the Transaction is conditioned on completion of a private investment in public equity (PIPE) financing of a minimum of $15,000,000, to be funded into escrow and released at Closing. There is no assurance that this financing will be completed on the terms currently contemplated, in the required minimum amount, on the anticipated timeline, or at all. If the PIPE financing is not completed, the Transaction may not close. In addition, the terms on which the PIPE financing is completed, including pricing and any associated investor rights, may be dilutive to, or otherwise adverse to the interests of, our existing stockholders.

Even if the Transaction is completed, we may not realize the anticipated benefits of combining with Nuclea, and the combined company will be subject to significant technology development, licensing, and execution risk relating to the Morpheus microreactor and the nuclear energy business.

The anticipated benefits of the Transaction are based on assumptions regarding future electricity demand, the successful development, licensing, and commercialization of the Morpheus microreactor, which remains in the conceptual design stage, and the ability of the combined company to integrate the operations, technology, personnel, and cultures of the Company and Nuclea. Nuclear energy technologies, including microreactors, are subject to lengthy and uncertain regulatory licensing processes, significant capital requirements, and substantial technology and execution risk. There is no assurance that the combined company will be able to obtain necessary nuclear licensing approvals, successfully develop or commercialize the Morpheus microreactor, or otherwise realize the anticipated strategic and financial benefits of the Transaction, and actual results could differ materially from current expectations.

The pendency of the Transaction, and the significant change in business strategy it represents, may result in increased volatility in the market price of our common stock.

The market price of our common stock may fluctuate significantly as a result of developments relating to the Transaction, including announcements regarding satisfaction or waiver of closing conditions, receipt or denial of regulatory or Nasdaq approvals, the outcome of the stockholder vote, changes in the anticipated exchange ratio or dilution, or speculation regarding whether and when the Transaction will be completed. In addition, because the Transaction represents a fundamental change in our business strategy, from our current business to the nuclear energy business conducted by Nuclea, our stock price may reflect substantial uncertainty regarding the value, prospects, and risk profile of the combined company, which may differ significantly from the market’s prior valuation of the Company as a standalone company.

The Transaction, and matters related to it, may give rise to stockholder litigation, which could delay or prevent Closing or Completion or result in significant costs.

Business combination transactions of this type are sometimes subject to lawsuits filed by stockholders challenging the adequacy of disclosure, the process leading to the Transaction, or the fairness of its terms, including the exchange ratio, the Nasdaq Cap mechanics, or the compensation arrangements for departing officers. Such litigation, if it occurs, could result in significant costs to the Company, divert management’s attention from our business and the pending Transaction, and could delay or prevent Closing or Completion, regardless of the outcome of any such litigation.

Business Combination Agreement

On July 29, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with Nuclea Energy Inc., a British Columbia corporation (“Nuclea”), the principal shareholders of Nuclea, and the principal shareholders of the Company (collectively, the “Transaction”).

Pursuant to the BCA, a newly formed subsidiary of the Company (“Amalco Sub”) will amalgamate with Nuclea under the Business Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of “ExchangeCo” (a to be formed wholly-owned subsidiary of the Company), exchangeable on a one-for-one basis for shares of the Company’s common stock (the “Exchangeable Shares”). The transaction utilizes a Canadian exchangeable share structure.

The exchange ratio is the product of (a) the fully-diluted shares of the Company divided by the fully diluted shares of Nuclea, multiplied by (b) 24. This will result (prior to the PIPE share issuance, as discussed below) in the former Nuclea shareholders holding approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with existing Company stockholders holding approximately 4%.

Until both (i) the approval of the Company’s shareholders of the issuance of the shares of common stock issuable upon exchange of the Exchangeable Shares and (ii) Nasdaq approval of the initial listing application (collectively, the “Required Approvals”) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares, together with any Company common stock issued pursuant to the Transaction, are limited to 19.99% of the outstanding Company common stock immediately prior to Closing (the “Nasdaq Cap”). Following receipt of the Required Approvals, all previously restricted rights will be unlocked.

The Transaction is structured in two stages consisting of (i) a closing (the “Closing”), which is expected to occur prior to receipt of the Required Approvals and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing (discussed below), and (ii) a completion (the “Completion”), which will occur following receipt of the Required Approvals and will permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of the Company common stock in excess of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares.

The closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following Closing, the Company will file a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion is expected to occur promptly after receipt of the Required Approvals.

The Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea shareholder approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity (“PIPE”) financing of a minimum of $15,000,000 to be funded into escrow and released at Closing; (iv) the occurrence of no material adverse effect; (v) regulatory approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable; (vi) the Company’s compliance with Nasdaq listing requirements; and (vii) execution of the Cohen Executive Agreements (as defined below).

At Closing, one Company Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following Closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided in the BCA.

The principal shareholders of Nuclea and certain of the Company’s stockholders, directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support agreements covering not less than 9,119,823 shares of the Company common stock, representing not less than approximately 50.1% of the Company’s currently issued and outstanding common stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders. The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

Cohen Executive Agreements

As a condition to closing of the Transaction, the Company and Jacob D. Cohen, the Company’s Chief Executive Officer, entered into a release and separation agreement (the “Release and Separation Agreement”) effective as of the execution of the BCA, and, at closing, will enter into a consulting agreement (the “Consulting Agreement” and, together with the Release and Separation Agreement, the “Cohen Executive Agreements”).

Release and Separation Agreement

Pursuant to the Release and Separation Agreement, Mr. Cohen’s employment as Chief Executive Officer will terminate effective upon the closing of the Transaction (the “Separation Date”). In lieu of the change of control payment, bonus, severance payment, and health payment, due under his existing employment agreement, Mr. Cohen will receive the following, similar, but modified severance package: (a) Cash Severance: $1,500,000 payable at Closing; (b) Bonus Shares: 2,000,000 shares of the Company’s common stock issued upon execution of the Release and Separation Agreement (with such shares being issued pursuant to the Company’s equity plan and the Company’s effective registration statement on Form S-8); (c) Mango & Peaches Warrant: a cashless warrant for $10,000,000 worth of the Mango and Peaches Corp. common stock, issued upon Completion, in a form to be agreed-to by the Company and Mr. Cohen; (d) Equity Acceleration: all unvested stock options and equity awards shall vest as of the Separation Date; and (e) COBRA Benefits: 12 months of Company-paid COBRA continuation coverage. In consideration of the foregoing, Mr. Cohen has agreed to a general release of claims against the Company. Non-disparagement and restrictive covenant obligations survive the separation.

Departure of Chief Executive Officer; Appointment of President

As described above, effective upon the closing of the Transaction contemplated by the BCA, Jacob D. Cohen’s employment as Chief Executive Officer of the Company will terminate upon closing of the Transaction. Mr. Cohen’s termination is treated as a termination for Good Reason/without Cause under his existing employment agreement with the Company.

Effective upon the Separation Date, Mr. Cohen will transition to the role of President of the Company in an independent consulting capacity pursuant to a Consulting Agreement.

Post-Completion Board and Management Changes

Following receipt of the Required Approvals and the occurrence of the Completion, the individuals designated by the principal Nuclea shareholders and included as nominees for director in the registration statement on Form S-4, and approved at the Company’s stockholder meeting, will be appointed to the Company’s Board of Directors, and any then-existing directors not so approved will resign. The Company’s Board will also appoint such new executive officers as directed by the principal Nuclea shareholders, and any then-existing executive officers not so appointed will resign from their positions.

Director and Officer Equity Awards

On July 28, 2026, the Board of Directors of the Company authorized the issuance of fully vested shares of common stock under the Company’s 2022 Equity Incentive Plan (the “Plan”).

The following awards were granted: (a) Kenny Myers (Director): 100,000 shares of common stock; (b) Lorraine D’Alessio (Director): 100,000 shares of common stock; (c) Alex Hamilton (Director): 100,000 shares of common stock; and (d) Eugene Johnston (Chief Financial Officer): 100,000 shares of common stock.

We had a loss from settlement of $0 and $125,625 for the three months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.

Comparison of the six months ended June 30, 2026 and 2025

We had revenues of $136,621 for the six months ended June 30, 2026, compared to revenues of $277,415 for the six months ended June 30, 2025, which decrease was due to fluctuations in third-party service provider usage, product promotions and delivery costs during the current period.

Cost of revenues was $18,655 and $43,552 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to product promotions and delivery costs during the current period.

Cost of revenues – related party, representing amounts paid to Epiq Scripts, our related party pharmacy (as discussed above) for pharmacy services, totaled $44,750 and $81,851 for the six months ended June 30, 2026 and 2025, respectively, which decrease in the current period was due to the decrease in revenue.

General and administrative expenses were $1,322,668 and $2,787,804 for the six months ended June 30, 2026 and 2025, respectively, , which decrease was mainly due to a reduction in legal and accounting fees and , offset by increases in travel, consulting, and insurance expenses.

Salaries and benefits were $774,158 and $1,254,941 for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to changes in personnel. There was an item that has been reclassified, resulting in a prior year change.

Advertising and marketing expenses were $395,518 and $540,027 for the six months ended June 30, 2026 and 2025, respectively. The decrease was related to a reduction in advertising and marketing while we focused on our website re-launch and more targeted marketing.

Investor relations expenses were $0 and $1,525,000 for the six months ended June 30, 2026 and 2025, respectively, which decrease was related to a reduction in public awareness campaigns.

Stock-based compensation totaled $1,740,238 and $4,165,924 (inclusive of stock issued for services and issuances of options and warrants) for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the reduction of shares issued for services less options vested..

We had $0 and $8,000 of interest expense for the six months ended June 30, 2026 and 2025, respectively, which decrease was due to the repayment of loans in prior periods.

We had $556,706 of interest expense relating to amortization on discount in connection with the amortization of intangible assets, for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025. There was an item that has been reclassified, resulting in a prior year change.

We had a loss from settlement of $0 and $125,625 for the six months ended June 30, 2026 and 2025, which was in connection with settlements wth Eli Lily and 1800 Diagonal Lending.

We had a net loss of $4,716,072 for the six months ended June 30, 2026, compared to a net loss of $10,255,309 for the six months ended June 30, 2025, a decrease in net loss of $5,539,237 was primarily due to reductions in stock based compensation, legal, payroll and investor relations.