UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
Effective on June 3, 2024, Mangoceuticals, Inc. (the “Company”, “we” and “us”), issued 192,308 shares of restricted common stock to a third party consultant in consideration for professional relations services and consulting services agreed to be rendered to the Company pursuant to the agreement, which has a term through May 23, 2025. Additional compensation payable pursuant to the terms of the agreement include $15,000 in cash per month, and $50,000 of shares of common stock due after (a) the first six months and (b) first nine months of the term. All shares are earned upon issuance. The issuance of the shares of common stock to the consultant were, and will be, exempt from registration pursuant to an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuance did not/will not involve a public offering, the recipient took/will take the securities for investment and not resale, we took/will take appropriate measures to restrict transfer, and the recipient is an “accredited investor”. The securities are/will be subject to transfer restrictions, and the certificates or book-entry records evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Equity Compensation Awards
Effective on June 3, 2024, the Company issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, an aggregate of 1,250,000 fully-vested and earned shares of Company common stock under the Company’s Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan (the “Plan”), in consideration as a bonus for 2024 (Mr. Cohen) and services rendered during 2024 (each other recipient), to certain officers, an employee and the Company’s directors. The Plan has been registered on Form S-8 Registration Statements previously filed by the Company.
Included as part of the issuances was the issuance of the following shares of common stock to officers and directors of the Company:
| Recipient | Position With Company | Shares | ||||
| Jacob D. Cohen | Chief Executive Officer and Chairman | 800,000 | ||||
| Amanda Hammer | Chief Operating Officer | 100,000 | ||||
| Kenny Myers | Director | 100,000 | ||||
| Alex Hamilton | Director | 100,000 | ||||
| Lorraine D’Alessio | Director | 100,000 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MANGOCEUTICALS, INC. | ||
| Date: June 5, 2024 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer | ||