UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
As described in greater detail in the Current Reports on Form 8-K filed by Mangoceuticals, Inc., a Texas corporation (the “Company”, “we” and “us”), with the Securities and Exchange Commission (SEC) on April 11, 2024 (the “April 2024 Form 8-K”) and July 2, 2024 (the “July 2024 Form 8-K”), the Company is party to a Securities Purchase Agreement dated April 4, 2024, and amended April 28, 2024 (as amended, the “SPA”), with an institutional accredited investor (the “Purchaser”), pursuant to which the Purchaser agreed to purchase 2,075 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) of the Company, and certain warrants.
The sale of a total of 1,000 shares of Series B Preferred Stock in a fourth closing under the SPA (the “Fourth Closing”), was subject to certain conditions to closing.
Item 3.02 Unregistered Sales of Equity Securities.
On August 22, 2024, the conditions to closing were satisfied, and the Company sold the Purchaser an additional 500 shares of Series B Preferred Stock (“Fourth Closing Shares”) for $500,000 in connection with a partial closing of the Fourth Closing.
The Series B Preferred Stock each have an initial stated value of $1,100 per share, and as a result, the effective purchase price of the Series B Preferred Stock shares sold is a 10% discount to the stated value thereof.
The Company’s stockholders at the 2024 Annual Meeting of Stockholders held on June 17, 2024, approved the issuance of more than 19.99% of our outstanding common stock upon the conversion of the shares of Series B Preferred Stock and upon the exercise of warrants sold under the SPA in accordance with Nasdaq Listing Rule 5635(d).
The rights and preferences of the Series B Preferred Stock are described in greater detail in the April 2024 Form 8-K and July 2024 Form 8-K, which description is incorporated by reference herein.
The issuance of the Fourth Closing Shares were 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 involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient is (a) an “accredited investor”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities are subject to transfer restrictions, and the securities 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.
If the 500 Fourth Closing Shares were converted in full, without factoring in any dividends which can be paid in-kind, a maximum of 3,666,667 shares of common stock would be due to the holder thereof, based on a floor price of $0.15 per share.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2024, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors of the Company, approved an increase in the monthly car allowance payable to Mr. Jacob Cohen, the Chief Executive Officer, pursuant to the terms of that certain Executive Employment Agreement entered into between the Company and Mr. Cohen on August 31, 2022, from $1,500 to $2,500 per month.
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: August 23, 2024 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer | ||