8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 9, 2024

MANGOCEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Texas	001-41615	87-3841292
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15110 N. Dallas Parkway, Suite 600 Dallas, Texas	75248
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 242-9619

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share	MGRX	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 9, 2024, Mangoceuticals, Inc. (the “Company”, “we” and “us”) entered into a Master Distribution Agreement with ISFLST, Inc. (“ISFLST”) dated July 2, 2024 (the “Distribution Agreement”). Pursuant to the Distribution Agreement, we agreed to sell, and ISFLST agreed to purchase, certain of our products, including our MangoRx Grow and Mango ED products (collectively, the “Products”), for distribution and resale by ISFLST during the term of the agreement.

Pursuant to the Distribution Agreement, ISFLST agreed to use commercially reasonable efforts to sell and promote the sale of the Products in Asia Pacific and Latin America (excluding Mexico), and we provided ISFLST a non-exclusive, non-transferable license to market and sell the Products, and grant sub-licenses (subject to certain pre-requisites and limitations described in greater detail in the Distribution Agreement) to sell the Products, in the Market. We also agreed, subject to certain future mutually agreed milestones that ISFLST could earn exclusive rights to market the Products in the Market.

The Distribution Agreement has a term of three years and is automatically renewable thereafter for three additional one year terms, unless either party provides the other notice of non-renewal at least 90 days prior to an automatic renewal date. The agreement may also be terminated by the non-breaching party upon the material breach of the agreement by the counterparty and failure to cure such breach after 90 days written notice, or upon insolvency.

The Distribution Agreement includes customary confidentiality requirements of the parties, representations and warranties of the parties, mutual indemnification rights, disclaimers of warranties and limitation of liabilities, and force majeure provisions.

The Distribution Agreement also includes a non-solicitation obligation of ISFLST, which applies during the term of the agreement and for two years thereafter.

All pricing information will be mutually agreed to by the parties and set forth in a separate purchase order, subject to availability and volume requirements.

The Distribution Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the terms of the Distribution Agreement is qualified in its entirety by reference to such exhibit.

Item 8.01. Other Events.

On July 11, 2024, the Company issued a press release announcing the entry into the Distribution Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
10.1*	Master Distribution Agreement dated July 2, 2024 and entered into on July 9, 2024, by and between Mangoceuticals, Inc. and ISFLST, Inc. (ISFLST)
99.1*	Press Release dated July 11, 2024
104	Inline XBRL for the cover page of this Current Report on Form 8-K

* Filed herewith.

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: July 11, 2024	By:	/s/ Jacob D. Cohen
		Jacob D. Cohen
		Chief Executive Officer

EX-10.1

Exhibit 10.1

MASTER DISTRIBUTION AGREEMENT

This Distribution Agreement (“Agreement”) is made this 2nd day of July (the “Effective Date”), between ISFLST, Inc, a Delaware corporation (“Distributor”) and Mangoceuticals, Inc., a Texas corporation (“Supplier”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Supplier is the owner of a brand of men’s health and wellness pharmaceutical based products manufactured and produced in a 3rd-party 503A pharmacy in the United States under the brand name “MangoRx” and identified in Exhibit A (collectively, the “Products”). Parties may from time to time add new and private labeled products to this Exhibit; and

WHEREAS, Distributor is a health and wellness company that distributes specified regenerative medicine Products and supplies to a variety of Markets located outside of the United States. The specific Market for each Product (the “Market”) is identified in Exhibit B; and

WHEREAS, Supplier and Distributor are developing a collaborative arrangement with a goal of expanding their capacities and market; and

WHEREAS, Supplier desires to sell Products to Distributor for resale into the Market; and

WHEREAS, Distributor desires to purchase the Products and resell them (as further described below) on the terms and conditions set forth in this Agreement, these Recitals being incorporated into and made a part of the Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements contained herein, and other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Appointment of Distributor. Supplier hereby appoints Distributor as an authorized Distributor of the Products to the Market in accordance with the terms and conditions of this Agreement. Distributor shall use commercially reasonable efforts to sell and promote the sale of the Products to the Market. Distributor may appoint sub-Distributors in the Market at its own risk, expense and supervision. Distributor warrants that any sub-Distributor shall be subject to all standards, rules, regulations and terms and conditions of this Agreement. Distributor will notify Supplier in writing of any sub-Distributors it appoints. Supplier agrees not to circumvent Distributor’s exclusivity in any way, including but not limited to: (i) appointing any other person or entity as a Distributor of the Products in the Market; or (ii) offering the Products in its own market facing brand or a different brand to the Market, except pursuant to a prior written agreement by the Parties. Supplier acknowledges and agrees that breach of the exclusivity rights granted hereunder would cause irreparable harm and damage to Distributor and that such damage may not be ascertainable in money damages and that as a result thereof Distributor would be entitled to seek from a court equitable or injunctive relief restraining any breach or future violation of the terms contained herein by Supplier without the necessity of proving actual damages and without bond. Such right to equitable relief is in addition to whatever remedies Distributor may be entitled to as a matter of law or equity, including money damages.

2.	Grant of License.
	a.	License: Supplier hereby grants to Distributor a non-exclusive, non-transferable right and license to:
		i.	Market, sell, and distribute the Products to End Users within the Market; and
		ii.	Grant sub-licenses of these rights to third parties (Sub-Distributors) within the Market, subject to the terms and conditions of this Agreement and Supplier’s prior written consent.
	b.	Exclusivity: Supplier may provide exclusivity for the Markets defined in Exhibit A to Distributor upon attainment of milestones to be agreed upon by the Parties.
	c.	Limitations on Sub-Licensing: Any sub-licenses granted by the Distributor to Sub-Distributors shall:
		i.	Be in writing and expressly incorporate the terms and conditions of this Agreement;
		ii.	Not grant any rights to the Sub-Distributor that are greater than the rights granted to the Distributor under this Agreement; and
		iii.	Provide that any breach of the sub-license by the Sub-Distributor shall be deemed a breach of this Agreement by the Distributor.
	d.	Reservation of Rights: Except for the rights expressly granted in this Section, Supplier reserves all other rights, title, and interest in and to the Products, including all intellectual property rights.
3.	Prices and Terms. Distributor shall pay Supplier for the products and performance of services hereunder as follows.
	a.	Distributor will provide Supplier with a Purchase Order outlining the mutually agreed upon quantity, pricing and shipping/delivery arrangements for the Products between the Supplier and Distributor.
	b.	Supplier shall invoice Distributor for its Products in accordance with the terms of the Purchase Order, unless amended in writing by the Parties.
	c.	Supplier shall submit invoices to Distributor no later than 10 days prior to the anticipated shipping or delivery date of the Products to the location defined in the Distributor’s purchase order.
	d.	Each invoice will be paid to the Supplier within 2 days of the Products anticipated shipping or delivery date.
All payments shall be made in U.S. dollars as directed. The Parties shall be responsible for their own taxes of any kind or nature excluding taxes and fees incurred to deliver the Products to the end client, such as all VAT, sales taxes, use taxes and charges of any kind imposed by any federal, state or local government entity for Products or Services provided under this Agreement. Distributor shall have the right, upon reasonable notice, to conduct an inspection of the Products in order to confirm the requested Products are as purchased in accordance with the Purchase Order.
4.	Terms and Conditions of Sales. All prices of the Products are FOB origin/Supplier. The Parties agree that Distributor will handle all billing and account receivables. Any applicable discounts or rebates are payments which are subject to the disclosure requirements as “discounts or other reductions in price” under the provisions of 42 U.S.C. § 1320a-7b(b)(3)(A). Accordingly, Distributor agrees that it will inform its Customers who participate in federal and state health care programs and purchase the Products that they must submit claims or requests for payment in a manner reasonably calculated to give notice of the obligation to report discounts and to provide information upon request as set forth in 42 CFR §1001.952(h)(1). Distributor also agrees that it will refrain from doing anything that would impede its Customers’ ability to meet its obligations under 42 CFR § 1001.952(h).

5.	Order Acceptance and Response Timeframe
		5.1 Order Acceptance: All orders for Products placed by the Distributor are subject to acceptance by the Supplier.
		5.2 Response Time: The Supplier will communicate acceptance or denial of the order to the Distributor within three (3) business days of receiving the order. If the Supplier fails to provide a response within this period, the order will be deemed accepted by the Supplier.
		5.3 Notification of Delays: If factors beyond the Supplier’s control prevent timely acceptance or denial, the Supplier will promptly notify the Distributor. Both Parties will then mutually agree on a revised timeframe for the Supplier’s response.
		5.4 Shipping Designation: Each purchase order must specify the locations for shipment of all Products within the designated Market.
		5.5 Returns and Freight Costs: The Distributor or the Distributor’s Customers may return Products that do not conform to the warranties or that are shipped in error. The Supplier will bear all associated return freight costs.
6.	Term. The term of this Agreement shall continue for three (3) years from the Effective Date (“Initial Term”) unless sooner terminated in accordance with Section 18 herein. Upon the expiration of the Initial Term, this Agreement shall automatically be extended for three (3) additional one (1) year terms (each, a “Renewal Term;” the Initial Term and each Renewal Term shall be collectively referred to as the (“Term”), unless either party gives written notice to terminate to the other party at least ninety days (90) days prior to the end of the Initial Term or any Renewal Term. If Distributor sells the company or a majority interest in the company during the term of this contract then Supplier shall have a right to terminate the agreement effective immediately upon execution of such sale; however, Supplier will continue to fulfill Distributor’s existing customer contracts for the sale of Products until those agreement(s) terminate with no further liability hereunder, except for such claims and obligations that arose prior to the date of termination.
7.	Confidentiality. During the term of this Agreement, and for a period of two (2) years thereafter, each Party agrees to treat all proprietary non-public information pertaining to this Agreement and the relationship created thereunder, as confidential and will not disclose any information, written or oral, obtained as a result of this Agreement and the relationship created thereunder, to any third parties without the other Party’s prior written consent, except as authorized hereunder or required by applicable law or regulations.

8.	Warranties and Representations of Supplier. Supplier represents warrants and covenants to Distributor as follows:
	a.	All Products will be new, merchantable and free from defects in material, packaging, labeling and workmanship

b.	All Products will be manufactured, tested, packaged, labeled, stored, imported, assembled, shipped and invoiced in compliance with this Agreement
c.	All Products will conform to the specifications, samples, drawings and other written documentation for the Products that are provided by Supplier to Distributor, and to any other specifications agreed to by Supplier and Distributor
d.	All Products will be packaged, labeled and shipped in accordance with Distributor’s instructions
e.	No Product will be counterfeit nor will any Product or any advertising or marketing materials related to any Product infringe on the patent, trademark, copyright, trade secret or other rights of any third- party
f.	Supplier will acquire sole and exclusive ownership of all rights, title and interests in and to all Products delivered to Distributor, free and clear of all liens, security interests and encumbrances
g.	No Product will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act.
h.	The Supplier shall provide to Distributor its best possible, preferred pricing on all Products, including any Products outside the scope of Exhibit A hereto and Distributor shall be allowed to pursue alternative sources for any and all Products should Supplier not provide competitive or best pricing.
i.	All Products, including, but not limited to, medical devices or other prescribed medical Products shall comply and be certified as to their strict adherence to all applicable federal, state and local laws, regulations, and requirements for each device or Product.

9.	Warranties and Representations of Distributor. Distributor represents warrants and covenants to Supplier as follows:
	a.	No product will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic act after the Distributor receives title of the product.
	b.	No product shall be repackaged.
	c.	No product labeling or claims, other than those specified by the Supplier as approved labeling claims shall be utilized by the Distributor. Product labeling constitutes any information provided to label, describe and detail the Product whether it be verbally communicated, written, electronic, printed and/or video.
10.	Indemnification. Distributor shall defend, indemnify and hold harmless Supplier against any and all liability, loss, damages, injuries, costs and expenses, including reasonable legal expenses, of whatever nature in connection with any claim which might be asserted against Supplier resulting from breach of this Agreement by Distributor, or resulting from any representations and warranties regarding the Products made by any Customer by Distributor which Supplier has neither made to Distributor in writing nor authorized Distributor in writing to make to any third party.
	Supplier agrees to indemnify and hold harmless Distributor against any and all liability, loss, damages, injuries, costs and expenses, including reasonable legal expenses, of whatever nature arising out of any third party claim for personal injury or death where a Product supplied under this Agreement, or the gross negligence or willful misconduct of Supplier is alleged to have caused or contributed to the injury or death to such third party, but only to the extent such loss, damage, injury, cost or expense is caused by the gross negligence or willful misconduct of Supplier.
	The Parties agree that the indemnification provisions provided in this Section 10 shall survive the termination of this Agreement.

11.	Support. Supplier agrees to provide reasonable consultation to Distributor in a timely fashion concerning technical aspects and use of the Products as needed by Distributor. Additionally, Supplier agrees to provide promotional and marketing support to Distributor in support of international sales, to include but not limited to, providing promotional videos and keynote speakers by physician and executive influencers.
12.	Insurance. At all times during the term of the Agreement, each Party agrees to procure and maintain commercial general liability insurance, including products and contractual liability coverage, in such amounts as is normal and customary in the Market for Parties similarly situated. The Parties shall, upon written request, furnish a certificate of insurance evidencing the foregoing coverage and limits, stating that the insurer shall give the other Party thirty (30) days prior written notice of any cancellation or non-renewal in coverage. The obligations of this Section 12 shall survive the termination of this Agreement.
13.	Disclaimer of Warranty. WITH EXCEPTION OF ANY MANUFACTURERS WARRANTY, THE PARTIES DO NOT PROVIDE ANY WARRANTY FOR THE PRODUCTS, OR ANY SERVICES DESCRIBED HEREIN. ALL PRODUCTS AND SERVICES OF THE PARTIES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE OR NON-INFRINGEMENT).
14.	Limitation of Liability. NEITHER PARTY NOR ITS AFFILIATES AND LICENSORS SHALL HAVE NO LIABILITY WITH RESPECT TO THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS AND LOSS OF PROFITS, BUSINESS INTERRUPTION AND EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.	Waiver and Delay. No waiver by either Party of any breach or series of breaches or defaults in performance by the other Party, and no failure, refusal or neglect of either Party to exercise any right, power, or option given to it hereunder or to insist upon strict compliance with or performance of either Party’s obligations under this Agreement, shall constitute a waiver of the provisions of this Agreement with respect to any subsequent breach thereof or a waiver by either Party of its right at any time thereafter to require exact and strict compliance with the provisions thereof.
16.	Intellectual Property Rights. Nothing in this Agreement shall be construed as giving the Distributor any license or right in trademarks, patents, designs and copyrights or other intellectual property belonging to the Supplier.
17.	Non-Solicitation Provision: Customers and Business Affiliations. During the initial term of this Agreement, and any renewal terms, and for a period of two (2) years after termination of this Agreement, whether by lapse of time or otherwise, Supplier shall not, solicit or call upon any Customer or Client or potential Customer or Client of Distributor for the purpose of brokering, soliciting, selling or responding to any Request for Proposal or Request for Quote for any Products, other products or services to that Customer or Client or prospective Customer or Client of Distributor within any and all territories in which Distributor regularly markets, solicits, sells and provides products and services, or within any and all territories which Supplier has actual or constructive knowledge that Distributor intends to solicit, market, sell or distribute its products and services.

18.	Termination. Either Party shall have the right to terminate this Agreement immediately, if the other Party has in any way materially breached this Agreement and failed to cure such breach within ninety (90) days of written notice thereof or becomes insolvent. In the event of a material breach, in addition to the rights provided herein, each Party may take whatever additional actions as are available to such Party at law or in equity, and in connection with such actions, recover any and all damages to such Party for the non- breaching Party’s violation or breach of this Agreement. Upon termination in accordance with this Agreement by Supplier, Distributor agrees that Supplier will not be liable to Distributor for any compensation, damages or other claims of any nature arising out of a termination, including, without limitation, claims based on expenditures or investments made by Distributor or good will created by Distributor.
	If for any reason this Agreement shall be terminated:
	a.	Any Products delivered to the Distributor or to be delivered to the Distributor’s Customer per the Distributor’s purchase order and during the notice period may be utilized by the Distributor to meet its Customers’ purchase orders;
	b.	The Distributor will return to the Supplier all promotional and confidential material provided by the Supplier to the Distributor relating to the Products;

19.	Miscellaneous.
		19.1 The Parties shall perform all of their duties under this Agreement as independent contractors. Except as specifically set forth herein, nothing in this Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint ventures, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided in this Agreement, neither Party grants the other Party the authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party. The employees of each Party shall not be considered employees of the other and shall not be eligible for any benefits given by the other to its employees.
		19.2 Distributor agrees if the Agreement is ultimately determined to be one to which §1861(v)(1)(I) of the Social Security Act (the “Act”) as amended applies, to provide access to books and records and perform such other obligations as may be specified for subcontractors in that section of the Act or in any regulations promulgated thereunder.
		19.3 Each Party agrees that:
			19.3.1 If any Party is prevented from or interfered with in any material manner in fully performing its duties under this Agreement due to law, act of God, labor controversy or any other similar or dissimilar cause beyond the reasonable control of the Party claiming inability to perform (each a “Force Majeure”), then that Party’s obligations will be suspended as often as any Force Majeure event occurs and during the periods of time that those events exist. Any non-performance due to Force Majeure is not a breach of this Agreement. In order to benefit from the provisions of this Section, the Party claiming Force Majeure must notify the other reasonably promptly in writing of the Force Majeure condition.

19.3.2 If any event of Force Majeure, in the reasonable judgment of the parties, is of a severity or duration such that it materially reduces the value of this Agreement, then this Agreement may be terminated without liability or further obligation of either Party (except for any obligation expressly intended to survive the terms of this Agreement).

19.3.3 All notices, statements, reports required or permitted by this Agreement must be in writing and shall be deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. Mail, postage prepaid, return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means set forth in this section; (iii) when delivered, if delivered personally or sent by express courier service or overnight delivery by a nationally recognized carrier to the other Party. Such notices shall be sent to the address set forth below or such other address as either Party may subsequently request in writing:

Supplier:	Mangoceuticals, Inc
	Attn: Jacob Cohen
	11510 Dallas Parkway, Suite 600
	Dallas, TX 75230

Distributor:	ISFLST, Inc
	Attn: Barry Lingelbach
	3401 Mallory Ln, Ste 100
	Franklin, TN 37067
	barry.lingelbach@isflst.org

19.4 Neither Supplier nor Distributor may assign this Agreement, in whole or in part, without the other Party’s prior written consent which consent shall not be unreasonably withheld or delayed.

19.5 If any provision of this Agreement is declared null, void, or otherwise unenforceable, that provision will be deemed severed from this Agreement, and the remainder of this Agreement will remain enforceable.

19.6 In the event that performance under this Agreement is or becomes unlawful or has a significant probability of causing either Party to be in violation of any state or federal law, as a result of any law, court decision or interpretation, rule or regulation, enacted, promulgated, decreed or rendered by any federal or state court or administrative agency, the Parties shall in good faith restructure the Agreement by mutual agreement to comply in all respects with the law, rule, regulation or interpretation or other directive, and the Parties shall thereafter be bound by the changes in the Agreement. To the maximum extent possible, any such amendment shall preserve the underlying economic and financial arrangements between the parties. If the Agreement cannot be modified in a manner to comply with the change of law, rule, regulation or interpretation, then this Agreement shall terminate under the provisions above.

		19.7 This Agreement:
			19.7.1 represents the entire agreement between the Parties with respect to this subject matter and supersedes any previous or contemporaneous oral or written agreements regarding this subject matter;
			19.7.2 excludes any subsequent inconsistent or different terms and conditions asserted in any purchase order, form or other writing submitted by Distributor, for its convenience or otherwise; and
			19.7.3 May be amended or modified only by a written instrument signed by a duly authorized agent of each Party.
		19.8	This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together one and the same document.
		19.9	All press releases, publicity, marketing or sales materials, or other materials developed by or on behalf of either Party that refer to this Agreement or use the name or trademark of the other Party shall be subject to prior review and approval by such other Party except that either Party shall have the right, subject to Section 6, to make accurate factual reference to the existence of a relationship with the other Party without specific authorization from the other Party.
		19.10	Nothing in this Agreement, express or implied, will give to any person, other than the Parties and their permitted successors and/or assigns under this Agreement, any benefit or any legal or equitable right, remedy or claim under this Agreement.
20.	Governing Law, Arbitration. This Agreement shall be governed by the laws of the state of Tennessee, USA. Parties agree that all disputes arising out of or concerning the terms of this Agreement will be subject solely to binding arbitration. The arbitrator selection and conduct of the arbitration will be pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The place of the arbitration shall be in Williamson County, Tennessee and judgment on the award may be entered in any court having jurisdiction thereof. If either Party believes it is necessary to undertake discovery on asserted statutory claims, such Party shall apply to the arbitrator(s) for rights to undertake discovery and the arbitrator shall allow discovery sufficient for either Party to adequately arbitrate, vindicate or defend the statutory claims, including access to essential documents and witnesses. At the conclusion of the arbitration, the arbitrator(s) shall issue a decision in writing setting forth the essential findings and conclusions, and this decision is subject to review, confirmation, correction or vacation. The prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorney’s fees, and all other related expenses incurred in such arbitration.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have, by their duly authorized officers, executed this Agreement effective as of the date first written above.

ISFLST, Inc:
By:	/s/ Barry Lingelbach
Name:	Barry Lingelbach
Title:	President & Co-Founder
Date:	09/07/24

Mangoceuticals, Inc:
By:	/s/ Jacob Cohen
Name:	Jacob Cohen
Title:	CEO
Date:	09/07/24

Exhibit A: List of Products

Product	Product Description
MangoRx Grow	Minoxidil 2.5mg / Finasteride 1mg / Biotin 1mg / Vitamin D3 2000IU (30 Chewable Tablets)
Mango T10	Tadalafil 10mg / Oxytocin 100IU / L-Arginine 50mg (6 Oral Dissolvable Tablets)
Mango T20	Tadalafil 20mg / Oxytocin 100IU / L-Arginine 50mg (6 Oral Dissolvable Tablets)
Mango S10	Sildenafil 10mg / Oxytocin 100IU / L-Arginine 50mg (6 Oral Dissolvable Tablets)
Mango S20	Sildenafil 20mg / Oxytocin 100IU / L-Arginine 50mg (6 Oral Dissolvable Tablets)
Mango Nutraceutical	TBD (6 Oral Dissolvable Tablets)
Mango Slim 0.5	Slim-0.5 Semaglutide 0.5mg / Vitamin B6 10mg (30 Oral Dissolvable Tablets)
Mango Slim 1.0	Slim-1.0 Semaglutide 1.0mg / Vitamin B6 10mg (30 Oral Dissolvable Tablets)
Mango Slim 1.5	Slim-1.5 Semaglutide 1.5mg / Vitamin B6 10mg (30 Oral Dissolvable Tablets)
Mango Slim 2.0	Slim-2.0 Semaglutide 2.0mg / Vitamin B6 10mg (30 Oral Dissolvable Tablets)
Mango Trim 3.0	Tirzepatide 3mg (30 Oral Dissolvable Tablets)
Mango Trim 4.0	Tirzepatide 4mg (30 Oral Dissolvable Tablets)
Mango Trim 5.0	Tirzepatide 5mg (30 Oral Dissolvable Tablets)

* All pricing to be determined on a Purchase Order basis and will be subject to availability and volume requirements.

* All pricing will be inclusive of final product, packaging and fulfillment. Shipping, freight and/or duty expenses will be invoiced by the Supplier separately.

* Distributor responsible for obtaining all necessary licenses and approvals for importing and Supplier to assist by providing all necessary and required documentation

* Supplier will work with Distributor to create additional products not listed above based on special request

Exhibit B: Market

During the Term, and limited to the Territory, Distributor shall be authorized to sell and distribute the Products to the following:

1.	Asia Pacific, specifically:
	•	Mainland and all provinces of China
	•	Korea
	•	Japan
	•	Singapore
	•	Thailand
	•	Vietnam
	•	Philippines
	•	Taiwan
	•	Malaysia
	•	Indonesia
2.	Latin America (excluding Mexico):
	•	Caribbean
	•	South America
	•	Central America

Any sales in the US will be handled under a separate agreement and are not contemplated in this Distribution Agreement.

EX-99.1

Exhibit 99.1

MangoRx Announces Strategic Partnership for Expansion into Asia Pacific and Key Emerging Markets

DALLAS, TEXAS / July 11, 2024 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling a variety of men’s health and wellness products in the areas of erectile dysfunction (ED), hair growth, weight loss, and hormone replacement therapies, is excited to announce that it has secured a strategic partnership with the International Society of Frontier Life Sciences and Technology (ISFLST) for the distribution of its products in China and the Asia Pacific region and Latin America (excluding Mexico). This agreement marks a significant milestone in MangoRx’s expansion strategy, aiming to bring its premier men’s health solutions to the rapidly growing markets in these regions.

Under this agreement, ISFLST, who has offices in the US, China and South Korea, will leverage its extensive network and expertise to introduce and promote MangoRx’s cutting-edge products across Asia and Latin America (excluding Mexico). The collaboration is designed to enhance brand visibility, drive product adoption, and meet the increasing demand for high-quality men’s health products in these areas.

Jacob Cohen, CEO and Co-Founder of MangoRx, commented, “We are thrilled to partner with the International Society of Frontier Life Sciences and Technology to expand our presence in China and the Asia Pacific region. This agreement aligns with our strategic goal of reaching new international markets and providing men worldwide with access to our innovative health solutions. According to the Economic and Social Commission for Asia and the Pacific (ESCAP), there are an estimated 400 million males aged 35 and above in China alone (https://www.population-trends-asiapacific.org/data/CHN). We believe that this demographic represents a substantial addressable market for our products and that ISFLST’s strong market presence and distribution capabilities make them the ideal partner to help us achieve this vision.”

Mr. Zhang Xin, a representative of the ISFLST Beijing Office, expressed enthusiasm about the partnership, stating, “We are excited to collaborate with MangoRx to promote their exceptional men’s health products and co-develop region specific formulations. This partnership is a testament to our commitment to seeking the best-in-class innovations in health and wellness products to our international communities.”

ISFLST has already begun marketing activities in the region, establishing MangoRx Exhibits in Beijing and Hangzhou with market tests planned for South Korea and Southeast Asia, with the goal of further boosting the visibility and credibility of MangoRx’s offerings in the region.

We expect this partnership with ISFLST represents a pivotal step for MangoRx as it continues to expand its global footprint. With this strategic partnership, MangoRx aims to strengthen its market position and cater to the growing consumer demand for advanced men’s health products across the Asia Pacific region.

About MangoRx

MangoRx is focused on developing a variety of men’s health and wellness products and services via a secure telemedicine platform. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector and especially related to the area of erectile dysfunction (ED), hair growth and hormone replacement therapies. Interested consumers can use MangoRx’s telemedicine platform for a smooth experience. Prescription requests will be reviewed by a physician and, if approved, fulfilled and discreetly shipped through MangoRx’s partner compounding pharmacy and right to the patient’s doorstep. To learn more about MangoRx’s mission and other products, please visit www.MangoRx.com or on social media @Mango.Rx.

About ISFLST

The International Society of Frontier Life Sciences and Technology (ISFLST) is a global organization committed to accelerating healthcare transformation through innovation, education, and collaborative advocacy across borders. By bridging the gap between cutting-edge life science advancements and the people most in need, the Society paves the way to address global health. The Society achieves its mission by building bridges between international researchers, healthcare providers, and patients to facilitate access to innovative technologies and treatments, particularly for underserved communities. It educates and trains healthcare professionals on the latest advancements, fostering a globally informed and empowered workforce, and provides individuals with resources to make informed health decisions. Additionally, the Society champions partnerships and advocacy initiatives that accelerate the development and integration of life-changing technologies, promoting open dialogue and collaboration to address global health challenges. To learn more about the ISFLST, please visit https://isflst.org.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, our ability to meet Nasdaq’s minimum bid price requirement and other continued listing requirements of Nasdaq; the Company’s stockholders’ equity as of the Company’s next fiscal quarter end, which is required to be above $2.5 million pursuant to correspondence from Nasdaq; our ability to maintain the listing of our common stock on Nasdaq; our ability to commercialize our patent portfolio; our ability to obtain Comisión Federal para la Protección contra Riesgos Sanitarios for our ED product in Mexico, the costs thereof and timing associated therewith; our ability to obtain additional funding and generate revenues to support our operations; risks associated with our ED product which have not been, and will not be, approved by the U.S. Food and Drug Administration (“FDA”) and have not had the benefit of the FDA’s clinical trial protocol which seeks to prevent the possibility of serious patient injury and death; risks that the FDA may determine that the compounding of our planned products does not fall within the exemption from the Federal Food, Drug, and Cosmetic Act (“FFDCA Act”) provided by Section 503A; risks associated with related party relationships and agreements; the effect of data security breaches, malicious code and/or hackers; competition and our ability to create a well-known brand name; changes in consumer tastes and preferences; material changes and/or terminations of our relationships with key parties; significant product returns from customers, product liability, recalls and litigation associated with tainted products or products found to cause health issues; our ability to innovate, expand our offerings and compete against competitors which may have greater resources; our significant reliance on related party transactions; the projected size of the potential market for our technologies and products; risks related to the fact that our Chairman and Chief Executive Officer, Jacob D. Cohen has significant voting control over the Company; risks related to the significant number of shares in the public float, our share volume, the effect of sales of a significant number of shares in the marketplace, and the fact that the majority of our shareholders paid less for their shares than the public offering price of our common stock in our recent initial public offering; dilution caused by recent offerings; conversion of outstanding shares of preferred stock and the rights and preferences thereof, the fact that we have a significant number of outstanding warrants to purchase shares of common stock and other convertible securities, the resale of which underlying shares have been registered under the Securities Act of 1933, as amended, dilution caused by exercises/conversions thereof, overhang related thereto, and decreases in the trading price of our common stock caused by sales thereof; our ability to build and maintain our brand; cybersecurity, information systems and fraud risks and problems with our websites; changes in, and our compliance with, rules and regulations affecting our operations, sales, marketing and/or our products; shipping, production or manufacturing delays; regulations we are required to comply with in connection with our operations, manufacturing, labeling and shipping; our dependency on third-parties to prescribe and compound our ED product; our ability to establish or maintain relations and/or relationships with third-parties; potential safety risks associated with our products, including the use of ingredients, combination of such ingredients and the dosages thereof; the effects of changing rates of inflation and interest rates, and economic downturns, including potential recessions, as well as macroeconomic, geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russian conflict and war in Israel) and other large-scale crises; our ability to protect intellectual property rights; our ability to attract and retain key personnel to manage our business effectively; overhang which may reduce the value of our common stock; volatility in the trading price of our common stock; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties.

More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2024, and subsequent reports. These filings are available at www.sec.gov and at our website at https://www.mangoceuticals.com/sec-filings. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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FOR INVESTOR RELATIONS

Mangoceuticals Investor Relations

Email: investors@mangorx.com

XML

Cover	Jul. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 09, 2024
Entity File Number	001-41615
Entity Registrant Name	MANGOCEUTICALS, INC.
Entity Central Index Key	0001938046
Entity Tax Identification Number	87-3841292
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	15110 N. Dallas Parkway
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75248
City Area Code	(214)
Local Phone Number	242-9619
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 Par Value Per Share
Trading Symbol	MGRX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false