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): June 17, 2024

MANGOCEUTICALS,

INC.

(Exactname of registrant as specified in its charter)

Registrant’stelephone 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:

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

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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2024, Mangoceuticals, Inc. (“we”, “our”, “us” or the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, 20,115,314 shares of common stock present in person or via proxy, were present at the meeting, constituting a quorum based on 24,819,500 shares of common stock outstanding as of May 6, 2024, the record date for the Meeting.

The following six proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 16, 2024 (the “Proxy”)), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy and this Form 8-K should be read in connection with the Proxy.

Proposal1

The individuals listed below were elected at the Meeting to serve as directors of the Company until the next annual meeting of stockholders and until their successors are duly elected and qualified:

Proposal2

A proposal to approve the issuance of more than 19.99% of our outstanding common stock upon the conversion of shares of Series B Convertible Preferred Stock and upon the exercise of certain warrants in accordance with Nasdaq Listing Rule 5635(d)(the “SPA Nasdaq Proposal”), was approved.

Proposal3

A proposal to approve the issuance of more than 19.99% of our outstanding common stock pursuant to the terms of an Equity Purchase Agreement (the “ELOC”), for purposes of complying with Nasdaq Listing Rule 5635(d) (the “ELOC Nasdaq Proposal”), was approved.

Proposal4

A proposal to approve the issuance of more than 19.99% of our outstanding common stock, for purposes of complying with Nasdaq Listing Rule 5635(a) and (d), upon the full issuance of shares of common stock issuable by the Company as dividends on, and upon the conversion of, the 6% Series C Convertible Cumulative Preferred Stock (the “IP Purchase Nasdaq Proposal”), was approved.

Proposal5

A proposal to approve the appointment of Turner, Stone & Company, L.L.P., as the Company’s independent auditors for the fiscal year ending December 31, 2024, was approved.

Proposal6

A proposal to approve the adjournment of the Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Meeting to approve the SPA Nasdaq Proposal, ELOC Nasdaq Proposal and/or IP Purchase Nasdaq Proposal, was approved; however, no adjournment of the Meeting was necessary.

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.