Exhibit 3.2

MANGOCEUTICALS, INC.

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

of

SERIES B CONVERTIBLE PREFERRED STOCK OF MANGOCEUTICALS, INC.

Pursuant to Sections 21.155 and 21.364(g) of the

Texas Business Organizations Code

Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby certifies that the following resolution was adopted by (a) the Board of Directors of the Company (the “Board of Directors”); and (b) the sole shareholder of the Company’s outstanding Series B Convertible Preferred Stock (the “Majority Stockholder”), pursuant to Sections 21.155 and 21.364(g) of the Texas Business Organizations Code.

WHEREAS, the Board of Directors created a series of preferred stock called the “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”) pursuant to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of the State of Texas on March 28, 2024 (the “Certificate of Designations”);

WHEREAS, unless otherwise specified in this Certificate of Amendment, all terms herein shall have the same meanings ascribed to them in the Certificate of Designations; and

WHEREAS, the Board of Directors and Majority Stockholder believes that it is advisable and in the best interests of the Company and its stockholders to amend the Certificate of Designations to increase the floor price thereunder to $0.15 per share.

RESOLVED, that Section 6(c) of the Certificate of Designations is hereby amended and restated in its entirety to read as follows:

“b) Conversion Price. The conversion price for the Preferred Shares shall be equal to the lesser of (x) $0.40, or (y) 90% of the average of the three lowest VWAPs during the ten Trading Days preceding and ending on and including the Conversion Date subject to adjustment herein (the “Set Price” or the “Conversion Price”). Further, in no event shall the Conversion Price be less than $0.15, subject to adjustment herein or the mutual agreement of the Holder and the Corporation (the “Floor Price”).”

RESOLVED, that this Certificate of Amendment shall be effective as filed by the Texas Secretary of State; and it is further

RESOLVED, that except for the matters set forth in this Certificate Amendment, all other terms of the Certificate of Designations shall remain unchanged and in full force and effect.

[Signature on Following Page]

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed in its name and on its behalf on this 27^th day of June 2024.

Mangoceuticals, Inc.
By:	/s/ Jacob D. Cohen
Name:	Jacob D. Cohen
Title:	Chief Executive Officer

Signature Page to

Certificate of Amendment