8-K
MANGOCEUTICALS, INC. (MGRX)
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): April10, 2025
MANGOCEUTICALS,
INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-41615 | 87-3841292 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 15110 N. Dallas Parkway, Suite 600<br><br> <br>Dallas, Texas | 75248 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including areacode: (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<br><br> <br>(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 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 April 10, 2025, 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 335,000 fully-vested and earned shares of Company common stock under the Company’s Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan (the “Plan”), as a discretionary bonus for consideration for services rendered during 2025, to certain of the Company’s officers and directors, as discussed below. 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 | 200,000 | |
| Antonios Isaac | President and Director | 60,000 | |
| Kenny Myers | Director | 25,000 | |
| Alex Hamilton | Director | 25,000 | |
| Lorraine D’Alessio | Director | 25,000 |
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: April 11, 2025 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer |