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): October 19, 2023
MANGOCEUTICALS,
INC.
(Exactname 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’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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br>Stock, $0.0001 Par Value Per Share | MGRX | The<br>NASDAQ Stock Market LLC<br><br> <br>(Nasdaq<br> 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. ☐
Item2.02 Results of Operations and Financial Condition.
On October 19, 2023, Mangoceuticals, Inc. (the “Company”) issued a press release providing an update to shareholders, which includes an operational update for the third quarter of 2023 and near-term initiatives. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated into this Item 2.02 by reference.
The information contained in, or incorporated into, this Item 2.02 of this Current Report, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.
Theinclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only andnot an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated intothis Form 8-K.
Forward-LookingStatements
This Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements, including those referenced in the press release. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC and available at www.sec.gov and in the “Investors–SEC Filings” section of the Company’s website at https://www.mangoceuticals.com/sec-filings. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press release dated October 19, 2023 |
| 104 | Inline<br> XBRL for the cover page of this Current Report on Form 8-K |
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:<br> October 19, 2023 | By: | /s/ Jacob D. Cohen |
| Jacob<br> D. Cohen | ||
| Chief<br> Executive Officer |
Exhibit 99.1
Mangoceuticals,Inc. Provides Update to Shareholders on Q3 Achievements and Guidance on Year End and Near-Term Initiatives
Dallas, Texas / October 19, 2023 / 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 via a secure telemedicine platform, including its uniquely formulated erectile dysfunction (ED) drug branded “Mango,” is pleased to provide the following updates to current and prospective shareholders on the Company’s recent 3^rd^ quarter achievements, along with guidance on year end and near-term initiatives. MangoRx is pleased to report on the following topics:
Yearto Date Company Achievements (through September 30, 2023)
| ● | Revenue Growth: The Company experienced sequential revenue growth of 28.8% from Q1 to Q2, 42.5% from Q2 to Q3, and 59% from Q1 to Q3.<br> We attribute this growth to three primary factors: 1) the growing prominence of the Mango brand, 2) the Company’s aggressive<br> marketing efforts through digital initiatives as well as sponsorships and promotions with Barstool Sports and the various podcast<br> platforms launched with Audacy (as referenced in our press release dated September 6, 2023), and 3) funds raised in our initial public<br> offering. |
|---|---|
| ● | Customer Acquisition: To date, we have successfully onboarded a rapidly growing customer base with an Average Order Value (AOV) of $105.<br> Our goal is to continuously increase our customer base through additional prospecting and retargeting efforts. We have also launched<br> an aggressive email marketing campaign to reach out to customer leads that have expressed interest in our products. To date, we have<br> received positive results and plan to continue these efforts on an ongoing basis. |
| ● | Customer Subscriptions and Refills: Historically, subscribing customers have accounted for approximately 10% of all new orders with an<br> Average Order Value (AOV) of approximately $130. Subscription sales increased 65% from Q1 to Q3, with Q2 to Q3 sequential growth<br> of 47%, demonstrating an accelerating growth curve. |
| Additionally,<br> many of our subscribing customers manually refill additional orders prior to receiving their scheduled auto-refill prescriptions,<br> which we believe reflects the strong value-add role our Mango ED products have for our customers. Our goal is to grow the share of<br> new orders that come from subscribing customers from 10% to 20-25%, which if successful, we expect will drive greater predictability<br> and growth in revenues and cash flow, allowing the Company to invest even more aggressively in new customer acquisition. | |
| ● | New Orders and Refills: For the nine-months ending September 30, 2023, new orders accounted for 76%<br> of total revenues while refills/auto-refills accounted for 24% of total revenues. Sales from refills/auto-refills have grown sequentially<br> by more than 50% over the past two consecutive quarters. |
4^th^Quarter Goals and Initiatives
| ● | New Men’s Health Product Categories: The Company has developed, and is in the process of developing, new men’s health<br> and wellness pharmaceutical grade products expected to be launched and marketed and made available on www.MangoRx.com through<br> our telemedicine portal. These product categories include, but are not limited to: hair loss, weight loss, performance, and various<br> hormone therapies. |
|---|---|
| The<br> Company has been working with internal product developers, third-party software developers, packaging vendors, marketing agencies,<br> doctors’ networks, and the Company’s related-party compounding pharmacy, to ensure the timely and successful launch of<br> these new and innovative products. The Company anticipates launching at least one additional product category by the end of the 4^th^quarter or the first quarter of 2024, funding permitted. | |
| ● | New Web Design and User Experience: The Company has undertaken a complete redesign of its website, www.MangoRx.com. Currently,<br> the Company’s website is singularly geared toward its erectile dysfunction Mango products. As the Company expands into new<br> product categories, a newer design and user interface experience is necessary for the promotion and marketing of those new products.<br> The Company anticipates launching its new web presence by the end of the 4^th^ quarter. |
| ● | Launch of Affiliate Marketing Program: The Company is extremely pleased with the launch of its Affiliate Marketing Program, which allows<br> various companies, influencers, and publishers to market and sell MangoRx products as an affiliate. Interested parties can sign up<br> to become an affiliate at www.MangoRevenue.com, where they will have access to Company approved media, tools, and content<br> to use on their own marketing platforms. If a purchase is made using their unique link or code, these affiliates are paid a commission<br> on each product sold. Since launching the program in early October 2023, the Company has already signed up 100 affiliates in short<br> order and has a goal of achieving 500 affiliates by the end of 2023. |
| The<br> Company estimates that a well-executed and managed affiliate marketing program may be able to drive up to 20% of the Company’s<br> overall gross revenues. | |
| ● | Ongoing Marketing Initiatives: The Company has recently retained digital marketing agency Accelerated Digital Media (ADM), a digital<br> media and marketing agency that specifically focuses on direct-to-consumer telemedicine and pharmaceutical brands. With clients including<br> NURX, TalkSpace, and Keeps, management believes that the ADM team has the skills necessary to launch and execute an effective digital<br> marketing strategy to assist with our social media advertising on top-of-funnel ad platforms such as Meta (Instagram/Facebook), Google,<br> and YouTube. |
| All<br> of this is in addition to the Company’s current sponsorships of various nationally recognized podcasts such as NoJumper and PlugTalk with Adam22, Pillow Talk with Ryan Pownall, OnlyStans by BarStool Sports and Glenny Balls,<br> Monday Morning Podcast with Bill Burr, Fly on the Wall with Dana Carvey and David Spade, The Dale Jr Podcast<br> with Dale Earnhard Jr., and We’re Here To Help with Jake Johnson and Gareth Reynolds. | |
| The<br> Company is consistently reviewing additional marketing and sponsorship opportunities to further enhance brand recognition throughout<br> the 4^th^ quarter and beyond. | |
| ● | Global Expansion Opportunities: The Company has begun the process of identifying potential additional markets outside of the United<br> States which it may seek to market and sell its Mango ED products in the future, with some of these markets requiring a doctor’s<br> prescription (e.g., the United Kingdom) and others where ED products can be sold over the counter at local pharmacies (e.g., Mexico<br> and other parts of South America). The Company’s decision to become the headline sponsor for the upcoming Raindance Film<br> Festival in London is due to its interest in the United Kingdom as a potential viable option for global expansion. |
Jacob Cohen, the Company’s Co-Founder and Chief Executive Officer stated, “We are extremely grateful to our loyal shareholders for your patience and commitment. We are fully dedicated to making Mango one of the top names in men’s health and wellness and we believe we have a strong plan to deliver on that commitment. As we approach the close of 2023, we believe we are finally beginning to see accelerating growth in brand recognition and revenues. We plan to continue to invest and reinvest in driving new customer acquisition in our flagship Mango ED products, funding permitting, while expanding into new verticals where our prior investments in the Mango brand are expected to have an established footprint with prospective customers. Stay tuned. The excitement is just beginning!”
AboutMango
Created using a special formulation featuring either the same active ingredient as in Cialis^™^ (Tadalafil) or Viagra^™^(Sildenafil), each part of the Mango formulation plays a critical role in helping men achieve optimum performance. We believe the key to our success lies in our unique blend of ingredients, which are used in U.S. Food and Drug Administration (“FDA”) approved drugs. Mango contains a combination of either Sildenafil or Tadalafil along with Oxytocin and L-Arginine that have been traditionally used to treat sexual dysfunction.
Mango is a prescription medication that must be approved by a physician. After an individual has completed an online tele-health visit, our network of medical providers will review and approve a prescription if medically appropriate. Mango is a rapidly dissolved tablet (RDT) that is absorbed orally. For best results, we advise taking Mango at least 15 minutes before engaging in sexual activity. Sildenafil and Tadalafil, either of the main ingredients in Mango, typically have effects that last up to 4 and 36 hours, respectively.
AboutMangoceuticals
Mangoceuticals, Inc. is a company focused on developing, marketing, and selling 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). The Company has developed a new brand of ED product under the brand name “Mango” (think: “Man, Go!”).
To participate in the Mango Revenue affiliate marketing program, please visit: https://mangorevenue.com.
For more information, please visit www.MangoRx.com.
CautionaryNote Regarding Forward-Looking Statements
Certainstatements made in this press release contain forward-looking information within the meaning of applicable securities laws, includingwithin the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). These forward-lookingstatements represent the Company’s current expectations or beliefs concerning future events and can generally be identified usingstatements 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 areoutside of the Company’s control which could cause actual results to differ materially from the results expressed or implied inthe forward-looking statements, including, but not limited to; our ability to obtain additional funding and generate revenues to supportour operations; the availability of funding for our planned marketing and expansion efforts; the market acceptance of new products wemay launch; our ability to obtain new customers, maintain current customers, and increase average order value per customer; our abilityto maintain costs, add new affiliates, and maintain our relationship with current affiliates, for our marketing program; the abilityof our marketing program to increase customers and revenues; risks associated with our ED product and future products, which have notbeen, and will not be, approved by the U.S. Food and Drug Administration (“FDA”) and have not had the benefit of the FDA’sclinical trial protocol which seeks to prevent the possibility of serious patient injury and death; risks that the FDA may determinethat the compounding of our 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, including our significant reliance on relatedparty transactions; the effect of data security breaches, malicious code and/or hackers; competition and our ability to create a well-knownbrand name; changes in consumer tastes and preferences; material changes and/or terminations of our relationships with key parties; significantproduct returns from customers, product liability, recalls and litigation associated with tainted products or products found to causehealth issues; our ability to innovate, expand our offerings and compete against competitors which may have greater resources; the projectedsize of the potential market for our technologies and products; risks related to the fact that our Chairman and Chief Executive Officer,Jacob D. Cohen and President, Jonathan Arango, combined have majority voting control over the Company; risks related to the significantnumber of shares in the public float, our share volume, the effect of sales of a significant number of shares in the marketplace, andthe fact that the majority of our shareholders paid less for their shares than the public offering price of our common stock in our recentinitial public offering; the fact that we have a significant number of outstanding warrants to purchase shares of common stock at $1.00per share, the resale of which underlying shares have been registered under the Securities Act of 1933, as amended; our ability to buildand maintain our brand; cybersecurity, information systems and fraud risks and problems with our websites; changes in, and our compliancewith, 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 onthird-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 Mango ED product and future products, including the use of ingredients, combination of suchingredients and the dosages thereof; the effects of high inflation, increasing interest rates and economic downturns, including potentialrecessions, as well as macroeconomic, geopolitical, health and industry trends, pandemics, acts of war (including the ongoing Ukraine/Russianconflict and Israel/Hamas conflict) and other large-scale crises; our ability to protect intellectual property rights; our ability toattract and retain key personnel to manage our business effectively; our ability to maintain the listing of our common stock on the NasdaqCapital Market; overhang which may reduce the value of our common stock; volatility in the trading price of our common stock; and generalconsumer 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 reflectedin or suggested by the forward-looking statements we make in this release are reasonable, we provide no assurance that these plans, intentionsor expectations will be achieved. Consequently, you should not consider any such list to be a complete set of all potential risks anduncertainties.
Moreinformation on potential factors that could affect the Company’s financial results is included from time to time in the “CautionaryNote Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” sections of the Company’s filings with the SEC, including the Company’sQuarterly Report on Form 10-Q for the Quarter ended June 30, 2023. These filings are available at www.sec.gov and at our websiteat https://www.mangoceuticals.com/sec-filings. All subsequent written and oral forward-looking statements attributable to theCompany or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referencedabove. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-lookingstatements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels ofactivity, 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 takesno obligation to update or correct information prepared by third parties that are not paid for by the Company. If we update one or moreforward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-lookingstatements.
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FORPUBLIC RELATIONS
Lucky Break Public Relations
Sahra Simpson
Sahra@luckybreakpr.com
(323) 602-0091 ext. 704
FORINVESTOR RELATIONS
Mangoceuticals Investor Relations
Email: investors@mangorx.com
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**SOURCE:**Mangoceuticals Inc.