SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the consolidated balance sheet date but before the condensed consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events: Consulting Agreement and Extension On July 1, 2026, we entered into a Consulting Agreement with Ryan Pownall (“Pownall”) whereby Pownall agreed to provide marketing and influencer related services related to the marketing of MangoRx products on his Pillow Talk by Ryan podcast during the term of the agreement, which was for 7 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Pownall 200,000 shares which were issued under the Company’s 2022 Plan. The shares were valued at $0.43 per share for a total of $86,000. Additionally, Pownall is to receive $17,500 per month in cash, during the term of the agreement. On July 20, 2026, we entered into an Extension Agreement related to the Consulting Agreement with Luca Consulting, LLC (“Luca”) whereby the Company agreed to extend the term of the agreement until December 31, 2026. In consideration for agreeing to the extension, the Company issued Luca 200,000 shares of common stock, which were issued under the Company’s 2022 Plan. The shares were valued at $0.42 per share for a total of $84,000. On July 27, 2026, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Lucosky Brookman LLP (“Lucosky Brookman”), the Company’s outside corporate and securities counsel, and Joseph M. Lucosky, its founding and managing partner, to resolve outstanding legal fees and expenses incurred in connection with legal services provided to the Company. As of the date of the Settlement Agreement, the outstanding fees totaled approximately $135,426. Pursuant to the Settlement Agreement, the Company agreed to issue 500,000 shares of its common stock (the “Settlement Shares”) to Mr. Lucosky, at the direction and for the benefit of Lucosky Brookman, pursuant to the Company’s 2022 Plan. The issuance of the Settlement Shares constitutes full and final satisfaction of the outstanding fees and all other amounts owed to Lucosky Brookman for services rendered through July 27, 2026. If the value of the Settlement Shares, based upon the closing price of the Company’s common stock on the effective date, is less than the outstanding fees, any resulting shortfall is forgiven and waived. To the extent the aggregate value of the Settlement Shares exceeds the outstanding fees, the excess will be applied as a credit against future legal fees incurred by the Company with Lucosky Brookman. Any unused credit does not accrue interest, is not transferable or redeemable for cash, and will expire 24 months following the issuance date if not utilized. The shares were valued at $0.54 per share for a total of $270,000. On July 27, 2026, we entered into a Consulting Agreement with Dorado Goose, LLC (“Dorado”) whereby Dorado agreed to provide management and business advisory related services to the Company during the term of the agreement, which was for 6 months, unless otherwise earlier terminated due to breach of the agreement by either party. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Dorado 250,000 shares of restricted common stock. Bylaws Amendment On July 28, 2026, the Board of Directors of the Company adopted an amendment to Section 3.8 of the Company’s Bylaws (the “Bylaw Amendment”), effective immediately. The Bylaw Amendment reduces the quorum requirement for stockholder meetings from a majority of the voting power of issued and outstanding shares of stock entitled to vote to one-third (1/3) of the voting power of all issued and outstanding shares of stock entitled to vote. The Bylaw Amendment was adopted pursuant to Section 15.1 of the Bylaws and applicable provisions of the Texas Business Organizations Code. 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 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”). As of the date the condensed consolidated financial statements were issued, the transaction had not closed and the acquisition date had not occurred. Accordingly, management cannot reasonably estimate the financial statement effects at this time. 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. As of the date the condensed consolidated financial statements were issued, the transaction had not closed and the acquisition date had not occurred. Accordingly, management cannot reasonably estimate the financial statement effects at this time. 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. The aggregate 400,000 shares are fully vested upon issuance and subject to any lock-up or transfer restrictions separately agreed.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2026

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the consolidated balance sheet date but before the condensed consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events:

Consulting Agreement and Extension

On July 1, 2026, we entered into a Consulting Agreement with Ryan Pownall (“Pownall”) whereby Pownall agreed to provide marketing and influencer related services related to the marketing of MangoRx products on his Pillow Talk by Ryan podcast during the term of the agreement, which was for 7 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Pownall 200,000 shares which were issued under the Company’s 2022 Plan. The shares were valued at $0.43 per share for a total of $86,000. Additionally, Pownall is to receive $17,500 per month in cash, during the term of the agreement.

On July 20, 2026, we entered into an Extension Agreement related to the Consulting Agreement with Luca Consulting, LLC (“Luca”) whereby the Company agreed to extend the term of the agreement until December 31, 2026. In consideration for agreeing to the extension, the Company issued Luca 200,000 shares of common stock, which were issued under the Company’s 2022 Plan. The shares were valued at $0.42 per share for a total of $84,000.

On July 27, 2026, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Lucosky Brookman LLP (“Lucosky Brookman”), the Company’s outside corporate and securities counsel, and Joseph M. Lucosky, its founding and managing partner, to resolve outstanding legal fees and expenses incurred in connection with legal services provided to the Company. As of the date of the Settlement Agreement, the outstanding fees totaled approximately $135,426.

Pursuant to the Settlement Agreement, the Company agreed to issue 500,000 shares of its common stock (the “Settlement Shares”) to Mr. Lucosky, at the direction and for the benefit of Lucosky Brookman, pursuant to the Company’s 2022 Plan. The issuance of the Settlement Shares constitutes full and final satisfaction of the outstanding fees and all other amounts owed to Lucosky Brookman for services rendered through July 27, 2026. If the value of the Settlement Shares, based upon the closing price of the Company’s common stock on the effective date, is less than the outstanding fees, any resulting shortfall is forgiven and waived. To the extent the aggregate value of the Settlement Shares exceeds the outstanding fees, the excess will be applied as a credit against future legal fees incurred by the Company with Lucosky Brookman. Any unused credit does not accrue interest, is not transferable or redeemable for cash, and will expire 24 months following the issuance date if not utilized. The shares were valued at $0.54 per share for a total of $270,000.

On July 27, 2026, we entered into a Consulting Agreement with Dorado Goose, LLC (“Dorado”) whereby Dorado agreed to provide management and business advisory related services to the Company during the term of the agreement, which was for 6 months, unless otherwise earlier terminated due to breach of the agreement by either party. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Dorado 250,000 shares of restricted common stock.

Bylaws Amendment

On July 28, 2026, the Board of Directors of the Company adopted an amendment to Section 3.8 of the Company’s Bylaws (the “Bylaw Amendment”), effective immediately. The Bylaw Amendment reduces the quorum requirement for stockholder meetings from a majority of the voting power of issued and outstanding shares of stock entitled to vote to one-third (1/3) of the voting power of all issued and outstanding shares of stock entitled to vote. The Bylaw Amendment was adopted pursuant to Section 15.1 of the Bylaws and applicable provisions of the Texas Business Organizations Code.

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 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”). As of the date the condensed consolidated financial statements were issued, the transaction had not closed and the acquisition date had not occurred. Accordingly, management cannot reasonably estimate the financial statement effects at this time.

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. As of the date the condensed consolidated financial statements were issued, the transaction had not closed and the acquisition date had not occurred. Accordingly, management cannot reasonably estimate the financial statement effects at this time.

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.

The aggregate 400,000 shares are fully vested upon issuance and subject to any lock-up or transfer restrictions separately agreed.