Mangoceuticals, Inc 8-K, filed Apr 25, 2025
Mangoceuticals, Inc. (MGRX)
About this 8-K
Mangoceuticals, Inc filed this 8-K on April 25, 2025, reporting on events of April 24, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | |
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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
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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.
Intellectual Property Purchase Agreement
Effective on April 24, 2025 (the “Effective Date”), Mangoceuticals, Inc., a Texas corporation (the “Company”, “we” and “us”), entered into an Intellectual Property Purchase Agreement (the “IP Purchase Agreement”), with Smokeless Technology Corp. (“Smokeless”). Pursuant to the IP Purchase Agreement, we purchased certain intellectual property, contracts, and know-how owned by Smokeless related to certain intellectual property and related assets including, without limitation, all patents, trademarks, product formulations, know-how, agreements, contracts, contractor agreements, supply chain contracts, manufacturing contacts and agreements for the entrance into a new business involving and surrounding oral pouches as a delivery mechanism for nutritional and wellness products (collectively, the “Purchased IP”), in consideration for 1,600,000 shares of the Company’s restricted common stock (the “IP Purchase Shares”) and the Royalty Payments (defined and discussed below).
Pursuant to the IP Purchase Agreement, we agreed to pay Smokeless a royalty of ten percent (10%) of gross worldwide sales of any product we sell associated with the Purchased IP, which meets the following requirements: (a) the design of the product was not transferred or provided for purposes of providing a license to cover an offering of a third party and controlled by us, and (b) the product is sold by us, or in development with the intention to commercialize (collectively, “Mango Purchased IP Products”), which will go into effect on the first anniversary of the Effective Date (April 23, 2026) and are required to be paid in perpetuity to the extent the Mango Purchased IP Products are being sold (the “Royalty Payments”). The Royalty Payments are required to be paid on an annual basis, within 30 days after the end of the calendar year.
The IP Purchase Agreement included standard representations and warranties and confidentiality and indemnification obligations of the parties, for a transaction of that type and size.
The IP Purchase Agreement, and the purchase of the Purchased IP, closed on April 24, 2025, upon the parties entry into the IP Purchase Agreement, and the IP Purchase Shares are expected to be issued on or before April 25, 2025.
Consulting Agreement
On April 24, 2025, we entered into a Consulting Agreement with Strategem Solutions Inc. (“Strategem” and the “Consulting Agreement”), pursuant to which Strategem agreed to provide us the services of Tim Corkum (“Corkum”), in the capacity of President of a to be formed wholly-owned subsidiary of the Company, and to provide us consulting services related to the development of a pouch division, product innovation, business development, and commercialization strategy for a smokeless product vertical. Corkum is a Director of Smokeless. The Consulting Agreement has a term of 12 months unless otherwise earlier terminated due to breach of the agreement by either party, subject to a thirty-day cure right. In consideration for agreeing to provide the services under the agreement, the Company agreed to issue an aggregate of 120,000 shares of the Company’s common stock to Strategem (the “Sign-On Shares”). The Sign-On Shares will be issued under the Mangoceuticals, Inc. 2022 Equity Incentive Plan and vest at a rate of 10,000 shares per month with the first month vesting upon execution of the Consulting Agreement. Any shares not vested on the date the term ends will be forfeited. We also agreed to pay Strategem $12,500 per month in cash during the term of the Consulting Agreement, which shall accrue on a monthly basis until the Company has completed a successful raise of an aggregate of at least $1.5 million from the sale of either debt or equity of the Company after the date of the agreement. The Consulting Agreement includes customary confidentiality and non-solicitation obligations, mutual representations and warranties, and confirmations that Strategem/Corkum is serving as an independent contractor to the Company.
* * * * *
The foregoing description of the IP Purchase Agreement and the Consulting Agreement is only a summary of the material terms of such agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of the IP Purchase Agreement and Consulting Agreement, which are filed as Exhibits 10.1 and 10.2, to this Current Report on Form 8-K and incorporated into this Item 1.01 in their entirety, by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above relating to the IP Purchase Agreement, is incorporated into this Item 2.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference.
The issuance of the IP Purchase Shares and the M&P Stock was/will be 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/will not involve a public offering, the recipients took/will take the securities for investment and not resale, we took/will take appropriate measures to restrict transfer, and the recipients are “accredited investors”. 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
First Amendment to Amended and Restated Executive Employment Agreement
On April 24, 2025, we entered into a First Amendment to Amended and Restated Executive Employment Agreement with Jacob D. Cohen, our Chief Executive Officer (the “Amendment”).
The Amendment, which has an effective date of April 1, 2025, amended that prior Amended and Restated Executive Employment Agreement dated December 13, 2024, by and between the Company and Mr. Cohen, as amended to date (the “A&R Agreement”) to: (a) provide for Mr. Cohen to be paid a bonus of an additional 3,192,906 shares of Mango & Peaches Corp. (“M&P”), a subsidiary of the Company, common stock (the “M&P Stock”); (b) increase Mr. Cohen’s base yearly compensation to $420,000 per year (from $360,000 per year); (c) increase the monthly office allowance payable to Mr. Cohen to $10,000 (from $7,500); and (d) increase the monthly car allowance payable to Mr. Cohen to $5,000 per month (from $2,500).
Following the issuance of the M&P Stock and the 1,700,000 shares of M&P common stock which Mr. Cohen is due pursuant to the term of the A&R Agreement, which haven’t been issued to date, Mr. Cohen will own 49% of the outstanding common stock of M&P. Mr. Cohen is also due to be issued 100 shares of Series A Super Majority Voting Preferred Stock of M&P (described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 15, 2025), which have the right to vote fifty-one percent (51%) of the total vote on all M&P shareholder matters, voting separately as a class, which when issued will give Mr. Cohen voting control over M&P.
The description of the Amendment above is not complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.3, and incorporated by reference into this Item 5.02 in its entirety.
Item 7.01 Regulation FD Disclosure.
On April 25, 2025, the Company issued a press release disclosing the closing of the IP Purchase Agreement.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in, or incorporated into, Item 7.01 of this Current Report is furnished under Item 7.01 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 of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filings.
Item 9.01 Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1*# | Intellectual Property Purchase Agreement dated April 24, 2025, by and between Mangoceuticals, Inc., as purchaser and Smokeless Technology Corp., as seller | |
| 10.2*£ | Consulting Agreement dated April 24, 2025, between Mangoceuticals, Inc. and Strategem Solutions, Inc. | |
| 10.3*£ | First Amendment to Amended and Restated Executive Employment Agreement dated April 24, 2025 and effective April 1, 2025, by and between Mangoceuticals, Inc. and Jacob Cohen | |
| 99.1** | Press Release dated April 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
* Filed herewith.
** Furnished herewith.
£ Represents management contract or compensatory plan or arrangement.
# Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
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 25, 2025 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer | ||
Exhibit 10.1
INTELLECTUAL PROPERTY PURCHASE AGREEMENT
This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 24th of April 2025 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Smokeless Technology Corp., an Ontario company, with a place of business at 216 Chrislea Rd, Suite 201, Vaughan, Ontario, Canada (“Seller”) (each of Seller and Purchaser is defined herein as a “Party”, and collectively referred to as the “Parties”).
WITNESSETH:
WHEREAS, Seller owns certain intellectual property and related assets including, without limitation, all patents, trademarks, product formulations, know-how, agreements, contracts, contractor agreements, supply chain contracts, manufacturing contacts and agreements and any and all other proprietary rights owned by the Seller (collectively, the “Assets”).
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell and assign to Purchaser all of the Assets on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the sufficiency and receipt of which the Parties hereby acknowledge, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Capitalized Terms. In addition to those terms defined in the body of this Agreement, the following capitalized terms shall have the meanings set forth below:
(a) “Affiliate” means a legal entity that Controls, is Controlled by, or is under common Control with a Party. Such legal entity shall constitute an Affiliate of the Party only when and for so long as the Control exists.
(b) “Assignment Agreements” means any executed agreements assigning, changing, confirming or correcting ownership of any part, portion or all rights in the Assets from the Seller and/or any prior owner to any prior owner or Seller.
(c) “Bona Fide Owned and Controlled” means for the purpose of a design that ownership and control was not transferred or provided for purposes of providing a license to cover an offering of a third party under the licenses granted herein.
(d) “Change of Control” means (a) any transaction or series of transactions whereby any person or entity directly or indirectly acquires Control of another person or entity; or (b) the consummation (whether directly or indirectly through one or more intermediaries) of a sale or other disposition of all or substantially all of another person’s or entity’s assets in any single transaction or series of related transactions.
(e) “Control” (including the correlative meanings of the terms “Controls”, “Controlled by” and “under common Control with”) means the direct or indirect ownership of more than fifty percent (50%) of an entity, or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or an entity, whether through the ability to exercise voting power, by contract or otherwise.
(f) “Encumbrance” means with respect to any of the Assets, any mortgage, lien, pledge, charge, Commitment, security interest, express or implied license, Grant, judgment, stipulation, court order or decree, or other restriction regarding transfer or licensing, or any other commitment to a third party which would result in any such Encumbrance whether currently existing or arising in the future.
(g) “Governmental Entity” means any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency commission or subdivision thereof, including but not limited to the U.S. Patent and Trademark Office (“PTO”) and the European Patent Office (“EPO”).
(h) “including” means including without limitation.
(i) “Inventor” means each of the named inventors of each of the Assets as well as any inventor who should be or should have been named on any of the Assets.
(j) The term “Knowledge” is defined to mean (x) an individual will be deemed to have “Knowledge” of a particular fact or other matter if that individual is actually aware of that fact or matter or a prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably comprehensive investigation to ascertain and establish the accuracy of each representation, warranty and statement in this Agreement, and (y) “Seller’s Knowledge” or “Knowledge of Seller” means the Knowledge of Seller’s and Seller’s Affiliates’ officers, directors, shareholders, partners, members, or employees, in-house or outside counsel, and/or any current employee that is or was directly involved in (i) any prosecution activities associated with one or more of the Assets, or (ii) the acquisition and divestiture of the, or (iii) the maintenance, analysis, administration, evaluation of commercial value and strategic assessment of the Assets during Seller’s ownership of the Assets.
(k) “or” means “and/or”.
(l) “Seller Product” means any product associated with the Assets, which as of the Effective Date, meets all of the following: the design of the product is Bona Fide Owned and Controlled by Seller, is sold by the Seller, or in development with the intention by Seller to commercialize.
(m) “Subsidiary” means a legal entity that is Controlled by a Party. Such legal entity shall constitute a Subsidiary of the Party only when and for so long as the Control exists.
ARTICLE II
TRANSFER OF ASSETS AND COOPERATION
2.1 Initial Transfer. Effective as of the Effective Date, Seller hereby irrevocably sells, transfers, conveys and assigns, and shall cause its Affiliates to irrevocably sell, transfer, convey and assign, to Purchaser (or its designee, as to any or all of the Assets), and Purchaser hereby acquires from Seller or its Affiliates, all right, title and interest in and to all Assets as outlined in Schedule A attached.
2.2 Delivery. On the Effective Date, Seller shall have delivered to Purchaser or shall have caused for the execution and delivery of all necessary assignments, endorsements, and instruments of transfer to vest full right, title, and interest in and to the Assets to the Purchaser as outlined in Schedule A attached. This includes assignment of all patents and trademarks, transfer of formulations and related data, and assignment or novation of all contractor and supply chain agreements to Purchaser. Seller shall also secure any required third-party consents to assign the contracts or rights to the Assets, if and where necessary on the Effective Date.
2.3 Royalty Payments. Seller agrees to pay Purchaser a royalty of ten percent (10%) of gross worldwide sales of Seller Products, which shall go into effect on the first anniversary of the Effective Date and shall be paid in perpetuity to the extent the Seller Products are being sold (the “Royalty Payments”). The Royalty Payments shall be paid to the Purchaser on an annual basis, within 30 days after the end of the calendar year. Seller further agrees to maintain complete and accurate books and records at its principal office, which may be inspected by Purchaser during normal operating hours of the Royalty Payments for the prior two years. For the avoidance of doubt, the Royalty Payments shall not be applicable to, and the Seller shall not owe any Royalty Payments, on any sales of products by Seller, other than the making, using, selling and offering for sale of Seller Products by Seller and/or any permitted sub-licensees, if any.
ARTICLE III PAYMENT AND TAXES
3.1 Payment. Upon the terms and subject to the conditions of this Agreement (including, without limitation, Seller’s compliance with Section 2.2), in full payment for the sale, conveyance, assignment, transfer and delivery of the Assets and all rights thereto, Purchaser agrees to remit to Seller a sum equal to 1,600,000 shares of the Company’s restricted common stock (the “Common Shares”).
3.2 Transfer Taxes. Seller shall be solely responsible for the payment of, and shall pay when due, any federal, state, local, foreign or other tax, duty, levy, impost, fee, assessment or other governmental charge, including without limitation income, gross receipts, business, occupation, sales, stamp, value-added, excise (or similar transfer taxes), use, or other tax of any kind whatsoever and any premium, together with any interest, penalties, surcharges, fines and additions attributable to or imposed with respect to the foregoing (collectively “Taxes”) that may be payable in connection with the sale or purchase of the Assets and Seller shall indemnify Purchaser against any such Taxes as provided in Section 6.2 (Indemnification).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser, as of the Effective Date, the following:
4.1 Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the respective laws of its jurisdiction of incorporation, is duly qualified and is in good standing under the laws of each jurisdiction in which the character of the properties and assets now owned or held by it or the nature of the business now conducted by it requires it to be so licensed or qualified. Seller has full corporate power and authority to carry on its business as now being conducted.
4.2 Authority. Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity.
4.3 No Conflict; No Consents. The execution and delivery of this Agreement and the performance of the obligations of Seller hereunder will not (i) violate or be in conflict with any provision of law, any order, rule or regulation of any court or other agency of government, or any provision of Seller’s articles of incorporation or bylaws, (ii) violate, be in conflict with, result in a breach of, constitute (with or without notice or lapse of time or both) a default under, or result in the acceleration of any obligations under, any indenture, agreement (including, but not limited to any agreement which forms part of the Assets), lease or other instrument to which Seller is a party or by which it or any of its properties are bound, or (iii) result in the creation or imposition of any Encumbrance upon any of the Assets. No consent, approval or authorization of or declaration or filing with any Governmental Entity or other person or entity on the part of Seller is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.
4.4 Assignment Agreements. Seller has obtained one or more Assignment Agreements which collectively assign all rights in such Assets to Seller. Seller has properly recorded all such previously executed Assignment Agreements with respect to the Assets as necessary to fully perfect its rights and title therein in accordance with governing laws and regulations in each respective jurisdiction.
4.5 Ownership and Encumbrances.
(a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assets. Upon transfer of the Assets from Seller to Purchaser hereunder, none of the Assets will be subject to any restrictions with respect to the transfer or licensing or will be subject to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date.
(b) Seller has provided Purchaser with complete copies of all documentation reflecting any Encumbrances and all such copies are complete in all material respects and no information has been deleted, omitted or redacted from such copies.
(c) Except for Purchaser, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assets.
(d) As of the Effective Date, none of Seller or any Inventor will have any right or interest in and to any of the Assets.
4.6 No Impairment. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated herein will impair the right of Purchaser to use, possess, sell, license or dispose of any of the Assets. There are no royalties, honoraria, fees or other payments payable by Seller to any third party by reason of the ownership, use, possession, license, sale, or disposition of any Assets. There are no actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Assets.
4.7 No Notice. Seller has not put any third party on notice of actual or potential infringement of any Asset. Seller has not invited any third party to enter into a license under any of the Assets. Seller has not initiated any enforcement action with respect to any of the Assets.
4.8 Disclosure. Seller has disclosed to Purchaser in writing all facts and circumstances known to, or reasonably ascertainable by, Seller on or prior to the Effective Date as possibly having an adverse effect on the validity or enforceability of the Assets.
4.9 Marking. Seller and its Affiliates affix on its products or product packaging, manuals, or instructions associated with such products, a label indicating the Assets applicable to the respective products.
4.10 Outstanding Judgment. None of the Assets are subject to any proceeding or outstanding decree, order, judgment, settlement agreement or stipulation. None of the Assets have been or are currently involved in any reexamination, reissue, opposition, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened.
4.11 Lawsuits and Other Proceedings. No Assets have been involved in any past or pending action, suit, investigation, claim or proceeding (including any reexamination), nor have any Assets been threatened with any such action, suit, investigation, claim or proceeding, other than patent prosecution proceedings in the ordinary course.
4.12 Co-Development. None of the Assets were developed by, on behalf of, jointly with, or with the funding of, a third party.
4.13 Government Funding. None of the Assets were developed by, on behalf of, jointly with, or using grants or funding of any Governmental Entity, college, university, or educational institution.
4.14 No Defense. It shall not be a defense to a suit for damages by Purchaser against Seller, that any misrepresentation or breach of covenant or warranty that Seller is known by Purchaser, or that Purchaser had reason to know contained untrue statements.
4.15 Contracts. Each material contract included in the Assets (“Seller Contracts”), is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Seller and, to the Knowledge of the Seller, each other party to such Seller Contract. No material default or breach of the Seller exists under any Seller Contract and, to the Knowledge of the Seller, no such default exists with respect to any third party to any Seller Contract. The Seller is not participating in any discussions or negotiations regarding any modification of or amendment to any Seller Contract or entry into any new material contract applicable to the Seller. Each Seller Contract that requires the consent of or notice to the other party thereto in order to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby (collectively, the “Required Consents”) has been obtained by the Seller, and as such, no breach, default or violation of any such contract, agreement or other instrument requiring consent or notice in connection with this Agreement or the transactions contemplated herein, has or will occur in connection with the Parties’ entry into this Agreement or the consumption of the transactions contemplated herein.
4.16 Securities Representations.
(a) Purchase for Own Account. The shares of common stock of the Purchaser to be issued to Seller hereunder will be acquired for investment for Seller’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and Seller has no present intention of selling, granting any participation in, or otherwise distributing the same.
(b) Disclosure of Information.
(i) Seller has received or has had full access to all the information Seller considers necessary or appropriate to make an informed investment decision with respect to the Common Shares to be issued to Seller hereunder. Seller has had an opportunity to ask questions and receive answers from the Purchaser regarding the Purchaser and the Common Shares, and all such questions, if any, have been satisfactorily answered as of the date of this Agreement.
(ii) Without limiting or reducing in any way Section 4.16(b)(i), above, the Seller acknowledges that it (A) is aware of, has received and had an opportunity to review (x) the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025 (the “Annual Report”); and (y) Purchaser’s current reports on Form 8-K from January 1, 2025, to the date of this Agreement (which filings can be accessed by going to https://www.sec.gov/edgar/searchedgar/companysearch.html, typing “Mangoceuticals” in the “Name, ticker symbol, or CIK” field, and clicking the “Search” button), in each case (x) through (z), including, but not limited to, the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of Purchaser; and (B) is not relying on any oral representation of Purchaser or any other person, nor any written representation or assurance from Purchaser; in connection with Seller’s acceptance of the Series C Preferred Shares and investment decision in connection therewith.
(c) Illiquid Securities. Seller realizes that the Common Shares cannot readily be sold as they will be restricted securities.
(d) Discussions with Advisors. Seller has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Common Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the Common Shares are a suitable investment for it.
(e) No General Solicitation. Seller has not become aware of and has not been offered the Common Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such Seller’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
(f) No Registration Rights. Seller confirms and acknowledges that Purchaser is not under any obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Common Shares.
(g) Investment Experience. Seller understands that the acquisition of Common Shares involves substantial risk. Seller acknowledges that Seller can bear the economic risk of Seller’s investment in the Common Shares, and has sufficient knowledge and experience in financial or business matters such that Seller is capable of evaluating the merits and risks of this investment in the Common and protecting its own interests in connection with this investment. Seller hereby represents that it is an “accredited investor,” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act.
(h) Restricted Shares. Seller understands that the Common Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that, under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Seller represents that Seller is familiar with Rule 144 as promulgated under the Securities Act and as presently in effect, and understands the resale limitations imposed thereby and by other applicable provisions of the Securities Act.
(7) Legend. Seller acknowledges and understands that the certificates or book-entry statements evidencing the Common Shares will bear the legend set forth below:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as of the Effective Date as follows:
5.1 Corporate Organization. Purchaser is a corporation duly organized, validly existing and, to the extent applicable, in good standing under the respective laws of the jurisdiction of its incorporation, is duly qualified and, to the extent applicable, is in good standing under the laws of each jurisdiction in which the character of the properties and assets now owned or held by it or the nature of the business now conducted by it requires it to be so licensed or qualified, except to the extent such failure would not have a material adverse effect on the Purchaser. Purchaser has full corporate power and authority to carry on its business as now being conducted.
5.2 Authority. Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to applicable laws affecting creditors’ rights generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity.
5.3 No Conflict; No Consents. The execution and delivery of this Agreement and the performance of the obligations of Purchaser hereunder will not violate or be in conflict with any provision of law, any order, rule or regulation of any Governmental Entity, or any provision of Purchaser’s certificate of incorporation or bylaws. No consent, approval or authorization of or declaration or filing with any Governmental Entity or other person or entity on the part of Purchaser is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.
ARTICLE VI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
6.1 Survival of Representations and Warranties. Except with respect to Seller’s representations and warranties under Sections 4.5 (Ownership and Encumbrances) and 4.16 (Securities Representations), which shall survive indefinitely, all of Seller’s and Purchaser’s representations and warranties contained in this Agreement shall terminate as of the last day of the twelfth (12th) month following the month in which the Effective Date occurs.
6.2 Indemnification.
(a) Seller shall defend, indemnify and hold harmless Purchaser, its Affiliates, and each of their Subsidiaries, shareholders, directors, officers, employees, agents, successors, and assigns from and against all damages, claims, liabilities, expenses and costs (including reasonable attorneys’ fees) arising, directly or indirectly, from any material breach of this Agreement by Seller, including, without limitation, any material breach of any representation or warranty made by Seller.
(b) Purchaser shall defend, indemnify and hold harmless Seller, its Subsidiaries, and each of their shareholders, directors, officers, employees, agents, successors, and assigns from and against all damages, claims, liabilities, expenses and costs (including reasonable attorneys’ fees) arising, directly or indirectly, from any material breach of this Agreement by Purchaser, including, without limitation, any material breach of any representation or warranty made by Purchaser.
(c) A person or entity that intends to claim indemnification under this Article VI (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) of any claim, damage, liability, cause of action or cost with respect to which the Indemnitee intends to claim such indemnification, provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article II unless the failure to give such notice is materially prejudicial to an Indemnitor’s ability to defend such action. Indemnitor, after it determines that indemnification is required of it, shall assume the defense thereof with counsel of its own choosing; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the expenses to be paid by the Indemnitor if Indemnitor does not assume the defense. The Indemnitee shall, and shall cause its Subsidiaries and its own and its Subsidiaries’ employees and agents to, cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claim, damage, liability, cause of action or cost covered by this indemnification. The maximum liability of each Indemnitor under this Agreement for a breach of warranty under Article IV or Article V, as applicable, and/or for a claim of indemnification as set forth in this Article VI, in the aggregate shall be equal to the value of the Common Shares on the date of issuance, based on the closing sales price of the Purchaser’s common stock on the Nasdaq Capital Market on the Closing Date (or if the Effective Date is not a trading day, the last trading day prior to the Effective Date).
ARTICLE VII MISCELLANEOUS
7.1 Confidentiality. The Parties shall maintain as strictly confidential this Agreement and any proprietary information disclosed under, or as a result of or during the negotiation of, this Agreement, which obligation shall survive the consummation of the transactions contemplated herein, and shall only use such information for the purpose of performing under and/or enforcing this Agreement or the Assets, except that each Party, or its Affiliates, may disclose or use this Agreement or any such proprietary information as follows:
(a) As reasonably necessary to prosecute or enforce the Assets;
(b) as reasonably necessary for Purchaser to record or otherwise perfect Purchaser’s interest in the Assets;
(c) to the extent required by law;
(d) to the extent such information is public information, except as a result of the breach of this Section 7.1;
(e) as is required by a court or an arbitral order which has been precipitated by a third party request; provided, that the entity making such disclosure or use shall seek appropriate confidentiality protections (e.g., having such disclosures covered by a protective order or other comparable protections) prior to making such disclosure or use;
(f) to satisfy SEC, NASDAQ or other statutory, regulatory, taxation, or administrative requirements;
(g) in a legal proceeding between the Parties or their Affiliates;
(h) to a potential acquirer, in connection with a potential acquisition of all or any material part of any business of such Party; or
(i) in confidence, to its accountants, bankers, attorneys, or their Affiliates.
Notwithstanding the foregoing, the Parties acknowledge that Purchaser or its Affiliates shall have the right, at its sole discretion, to publish and distribute a press release or a Current Report on Form 8-K or Periodic Report filed pursuant to the Securities Exchange Act of 1934, as amended, announcing the execution of this Agreement, describing the material terms hereof and filing such Agreement as an exhibit thereto.
7.2 Expenses. Except as otherwise provided in this Agreement, each Party will pay all fees and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby.
7.3 Governing Law/Venue. This Agreement is governed by the laws of the State of Texas, excluding its conflict-of-laws principles. The state and federal courts in the State of Texas shall have exclusive jurisdiction over any claim, suit or proceeding (each, a “Proceeding”) related to this Agreement (including without limitation the breach or threatened breach thereof), and each Party irrevocably (a) consents to the jurisdiction of such courts for any Proceeding, (b) consents to service of process in any Proceeding in such courts by globally recognized overnight courier service at the address set forth above, as well as other means of service permitted by law; and (c) waives any objections on the grounds of venue, residence, domicile or inconvenient forum to any Proceeding brought in such courts.
7.4 Waivers. The failure of any Party to insist upon the performance of any of the terms or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of any such right, term or condition. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder shall be valid unless the same shall be in writing and signed by the Party making such waiver.
7.5 Severability. The provisions of this Agreement shall be severable, and if any of them are held invalid or unenforceable, then that provision shall be construed to the maximum extent permitted by law. The invalidity or unenforceability of one provision shall not necessarily affect any other.
7.6 Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, registered mail, return receipt requested, or a qualified overnight delivery service addressed as indicated on page 1 of this Agreement. All such notices shall be deemed delivered at the time of delivery, except a facsimile shall be deemed delivered at the time of electronic confirmation of delivery.
7.7 Asset Purchase. The transaction contemplated under this Agreement is strictly an asset purchase, and Purchaser is not taking any assignment of any debt, obligation, or other Encumbrance on any of the Assets.
7.8 Entire Agreement/Amendment. This Agreement contains the complete and final agreement between the Parties, and supersedes all previous understandings, relating to the subject matter hereof whether oral or written. This Agreement may only be modified by a written agreement signed by duly authorized representatives of the Parties.
7.9 No Assignment. Except for Purchaser’s right to assign or delegate this Agreement and its rights and duties as set forth herein to a present or future Affiliate, neither this Agreement nor any rights or duties under this Agreement may be assigned or delegated, in whole or in part, by either Party without the prior written consent of the non-assigning Party, which consent may be withheld by the non-assigning Party for any or no reason. Any attempted assignment and/or delegation in breach of this Section 7.9 will be null and void. The Parties understand and agree that a Change of Control event is considered an assignment for the purposes of this Section 7.9.
7.10 Survival. Notwithstanding anything in this Agreement to the contrary except as set forth in Section 6.1, all representations, warranties, obligations, responsibilities, terms or conditions which by a fair reading of their nature are intended to survive shall be deemed to survive.
7.11 Limitation on Consequential Damages. EXCEPT IN THE CASE OF FRAUD BY SELLER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, OR ANY OTHER INDIRECT OR SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
7.12 Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
7.13 Amendments. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. This Agreement may be amended by a writing signed by all Parties hereto.
7.14 Remedies. The remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief).
7.15 Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
7.16 Assignment to Wholly-Owned Subsidiary of Purchaser. The Parties agree and confirm, and the Seller acknowledges and agrees, that the Purchaser intends to assign certain or all of the Assets, and Seller agrees to execute whatever documents and materials as the Purchaser may reasonably request, to affect such transfer and assignment to a wholly-owned subsidiary to be created by the Purchaser (the “Wholly-Owned Sub”). In the event of such assignment, the Wholly-Owned Sub shall be bound by the terms of this Agreement relating to the Assets (solely to the specific Assets acquired) as if a party hereto upon such assignment, and Purchaser shall take whatever action as may be necessary for the Wholly-Owned Sub to be bound thereby, and comply with such applicable terms.
[Remainder of page left intentionally blank. Signature page follows.]
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the dates below to be effective as of the Effective Date.
| MANGOCEUTICALS, INC. | SMOKELESS TECHNOLOGY CORP | |||
| By: | By: | |||
| Name: | Jacob Cohen | Name: | Raj Ravindran | |
| Title: | CEO | Title: | Director | |
| Date: | April 24, 2025 | Date: | April 24, 2025 | |
SCHEDULE A
CONTRACTS, ASSETS & STRATEGIC AGREEMENTS
| 1. | Ingredient Supply Agreement |
North American rights to coca leaf extract in both liquid and powder format for pouch-based consumer products, secured through a proprietary
arrangement with Harbour Importation Solutions Inc.
| 2. | THRLL Brand & Marketing IP |
Complete ownership of the brand “THRLL,” including trademark to be filed, digital marketing collateral, can and pouch design
files, influencer marketing creatives, and CPG-ready advertisement assets.
| 3. | Consumer-Facing Website |
A consumer website developed and optimized for conversions, featuring product education, and brand storytelling.
| 4. | Financial Model |
Excel-based financial forecast model, including projections for revenue, gross margin, distribution scale-up, and marketing ROI (Return-on-Investment).
| 5. | Advisory Agreement – Adam Berk |
Strategic advisor contract with Adam Berk, known for successful exits in CPG and wellness, who is leading 7-Eleven corporate introductions.
| 6. | Advisory Agreement – Greg Engel |
Active advisory engagement with Greg Engel, former CEO of Tilray, recognized for bringing British American Tobacco into OrganiGram, supporting
corporate governance and M&A strategy.
| 7. | Active M&A Target Pipeline |
Maintained and updated internal funnel of strategic M&A targets in nicotine-alternative and energy-enhancing CPG categories.
| 8. | Formulation IP – Dr. Sylvia Santos |
Proprietary functional pouch formulations for energy, focus, and mood enhancement, developed by Dr. Sylvia Santos, a licensed naturopathic
doctor and CPG formulator.
| 9. | Additional Soft Circle Discussions |
Smokeless Tech maintains multiple NDAs and informal strategic discussions across contract manufacturing, celebrity endorsements, and institutional
brand incubation firms in both the U.S. and Europe.
Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 24th day of April, 2025 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Strategem Solutions Inc., an Ontario corporation (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
W I T N E S S E T H:
WHEREAS, the Company desires to obtain the services of Consultant, represented by Tim Corkum (“Corkum”), in the capacity of President of a to be formed wholly-owned subsidiary of the Company, and Consultant desires to provide consulting services to the Company upon the terms and conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as of the Effective Date as follows:
ARTICLE
I.
ENGAGEMENT; TERM; SERVICES
1.1. Services. Pursuant to the terms and conditions hereinafter set forth, the Company hereby engages Consultant represented by Corkum, as the President of a to be formed wholly-owned subsidiary of the Company, and Consultant hereby accepts such engagement, to provide consulting services to the Company related to development of a pouch division, product innovation, business development, and commercialization strategy for a smokeless product vertical (the “Services).
1.2. Term. Consultant shall begin providing Services hereunder on the date of this Agreement above (the “Effective Date”), and this Agreement shall remain in effect until the earlier of (a) 12 months, or (b) terminated as provided in ARTICLE III, below (the “Term”).
1.3. Allocation of Time and Energies. The Consultant hereby promises to perform and discharge faithfully the Services which may be requested from the Consultant from time to time by the Company and duly authorized representatives of the Company. The Consultant shall provide the Services required hereunder in a diligent and professional manner. During the Term, Consultant approximates spending twenty (20) hours per week on Company matters.
ARTICLE
II.
CONSIDERATION; EXPENSES; INDEPENDENT CONTRACTOR; TAXES
2.1. Consideration. The Company shall grant the Consultant 120,000 shares of the Company’s common stock within 5 business days after the Effective Date, with such value based on the closing sales price of the Company’s common stock on the Effective Date (the “Sign-On Shares”). The Sign-On Shares will be issued under the Mangoceuticals, Inc. 2022 Equity Incentive Plan and shall vest at a rate of 10,000 shares per month with the first month vesting upon execution of this Agreement. Any shares not vested on the date the Term ends shall be forfeited and the Consultant shall promptly return such shares to the Company for cancellation and shall execute whatever documentation as the Company may reasonable request to reflect and affect such cancellation.
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2.2. Monthly Compensation. The Consultant shall receive $12,500 USD per month in cash during the Term of this Agreement, which shall accrue on a monthly basis until the Company has completed a successful raise of an aggregate of at least $1.5 million from the sale of either debt or equity of the Company after the date of this Agreement.
2.3. Expenses. The Company agrees to reimburse Consultant for his reasonable, documented out-of-pocket expenses associated with the Services (the “Expenses”), subject to the Company’s normal and usual reimbursement policies of its employees and consultants, provided that the Consultant shall receive written authorization of any one-time Expense greater than $500 not included in a pre-approved budget for any study relating to the Services.
2.4. Independent Contractor. It is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent or employee of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority in connection with the Services. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. The Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company pursuant to this Agreement.
2.5. Taxes. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Consultant under the terms of this Agreement. Consultant agrees and understands that it is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Consultant agrees to indemnify and hold harmless the Company and his affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising solely from or in connection with (i) any obligation imposed on the Company to pay withholding taxes or similar items, or (ii) any determination by a court or agency that the Consultant is not an independent contractor pursuant to this Agreement.
ARTICLE
III.
TERMINATION
3.1. Termination. The obligations under this Agreement shall begin on the Effective Date and continue to bind the Parties until the earlier of the (a) the expiration of the Term; (b) the date this Agreement is mutually terminated by the Parties; (c) the date this Agreement is terminated by the Company, for any reason or no reason, by providing the Consultant with thirty (30) days of written notice thereof by the Company to the Consultant and (d) the date the Consultant issues a written termination notice to the Company, which may be issued at any time, for any reason or no reason.
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3.2. Termination Date. “Termination Date” shall mean the date on which Consultant’s engagement with the Company hereunder is actually terminated.
3.3. Rights Upon Termination. Upon termination of the Term, the Consultant shall be paid any and all Consulting Fees and Expenses accrued and due through the Termination Date, which shall represent the sole compensation and fees due to Consultant. The Consultant shall also continue to comply with the terms of ARTICLE IV hereof following the Termination Date.
ARTICLE
IV.
CONFIDENTIAL/TRADE SECRET INFORMATION;
COMPANY PROPERTY; NON-SOLICITATION
4.1. Confidential/Trade Secret Information/Non-Disclosure/Non-Solicitation.
4.1.1 Confidential/Trade Secret Information Defined. During the course of Consultant’s engagement, Consultant will have access to various Confidential/Trade Secret Information of the Company and information developed for the Company. For purposes of this Agreement, the term “Confidential/Trade Secret Information” is information that is not generally known to the public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of the Company’s subsidiaries. Consultant and the Company agree that the term “Confidential/Trade Secret Information” includes but is not limited to all information developed or obtained by the Company, including its affiliates, and predecessors, and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer hard drive, disk, tape, etc.): all methods, techniques, processes, ideas, research and development, product designs, engineering designs, plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing structures, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics, cost information, the identity of and/or contractual arrangements with suppliers and/or vendors, accounting procedures, and any document, record or other information of the Company relating to the above. Confidential/Trade Secret Information includes not only information directly belonging to the Company which existed before the date of this Agreement, but also information developed by Consultant for the Company, including its subsidiaries, affiliates and predecessors, during the term of Consultant’s engagement with the Company. Confidential/Trade Secret Information does not include any information which (a) was in the lawful and unrestricted possession of Consultant prior to its disclosure to Consultant by the Company, its subsidiaries, affiliates or predecessors, or owned thereby, which shall be included in Confidential/Trade Secret Information, (b) is or becomes generally available to the public by lawful acts other than those of Consultant after receiving it, or (c) has been received lawfully and in good faith by Consultant from a third party who is not and has never been a Consultant of the Company, its subsidiaries, affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.
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4.1.2 Restriction on Use of Confidential/Trade Secret Information. Consultant agrees that during the Term and the two-year period following the Termination Date his use of Confidential/Trade Secret Information is subject to the following restrictions so long as the Confidential/Trade Secret Information has not become generally known to the public:
(i) Non-Disclosure. Consultant agrees that it will not publish or disclose, or allow to be published or disclosed, Confidential/Trade Secret Information to any person without the prior written authorization of the Company unless pursuant to or in connection with Consultant’s job duties to the Company under this Agreement; and
(ii) Non-Removal/Surrender. Consultant agrees that it will not remove any Confidential/Trade Secret Information from the offices of the Company or the premises of any facility in which the Consultant is performing services for the Company, except pursuant to his duties under this Agreement. Consultant further agrees that it shall surrender to the Company all documents and materials in his possession or control which contain Confidential/Trade Secret Information and which are the property of the Company upon the termination of his engagement with the Company, and that it shall not thereafter retain any copies of any such materials.
4.2. Non-Solicitation of Employees and Consultants. Consultant agrees that during the Term and the thirty-six month period following the Termination Date, it and he shall not, directly or indirectly, solicit or otherwise encourage any employees or consultants of the Company to leave the employ or service of the Company, or solicit, directly or indirectly, any of the Company’s employees or consultants for employment or service; provided, however, that Consultant may solicit an employee or consultant if (i) such employee or consultant has resigned voluntarily (without any solicitation from Consultant), and at least one (1) year has elapsed since such employee’s or consultant’s resignation from employment or termination of service with the Company, (ii) such employee’s employment or consultant’s services was terminated by the Company, and if one (1) year has elapsed since such employee or consultant was terminated by the Company, (iii) the Company has consented to the solicitation of such employee or consultant in writing, which consent the Company may withhold in its sole discretion, or (iv) such solicitation solely occurs by general solicitations for employment to the public.
4.3. Non-Solicitation of Contacts. Consultant agrees that during the Term and the thirty-six month period following the Termination Date, Consultant shall not: (a) interfere with the Company’s business relationship with its customers or suppliers, (b) solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or (c) solicit, directly or indirectly, or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit any of the Company’s employees for employment.
4.4. Breach of Provisions. If Consultant materially breaches any of the provisions of this ARTICLE IV, or in the event that any such breach is threatened by Consultant, in addition to and without limiting or waiving any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain any such breach or threatened breach and to enforce the provisions of this ARTICLE IV.
4.5. Reasonable Restrictions. The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this ARTICLE IV, are under all of the circumstances reasonable and necessary for the protection of the Company and its business.
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4.6. Specific Performance. Consultant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of ARTICLE IV would be inadequate and, in recognition of this fact, Consultant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
4.7. Company Property. Upon termination of this Agreement, or on demand by the Company during the Term of this Agreement, Consultant will immediately deliver to the Company, and will not keep in his possession, recreate or deliver to anyone else, any and all Company property, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts, all documents and property, and reproductions of any of the aforementioned items that were developed by Consultant pursuant to the terms of this Agreement, obtained by Consultant in connection with the provision of the Services, or otherwise belonging to the Company or its successors or assigns.
ARTICLE V.
MUTUAL REPRESENTATIONS, COVENANTS AND
WARRANTIES OF THE PARTIES; LIMITATION OF LIABILITY
5.1. Power and Authority. The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Parties rights generally and general equitable principles.
5.2. Execution and Delivery. The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws, or such other document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Parties are bound or affected.
5.3. Authority of Entities. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.
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5.4. Limitation of Liability. In no event will either Party be liable to the other Party for any claim or cause of action requesting or claiming any incidental, consequential, special, indirect, statutory, punitive or reliance damages. Any claim or cause of action requesting or claiming such damages is specifically waived and barred, whether such damages were foreseeable or not or a Party was notified in advance of the possibility of such damages. Damages prohibited under this Agreement will include, without limitation, damage or loss of property or equipment, loss of profits, revenues or savings, cost of capital, cost of replacement services, opportunity costs and cover damages.
5.5. Indemnification. The Company agrees to indemnify, defend and hold harmless the Consultant from and against any loss, costs or damage of any kind (including reasonable attorneys’ fees) arising from or related to the services or other performance provided by the Consultant pursuant to this Agreement; provided, however, that Consultant shall not be entitled to indemnification for such loss, costs or damages arising as a result of the Consultant’s fraud, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, In addition, except in the case of the Consultant’s fraud, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, the Consultant’s liability under this Agreement for damages will not, in any event, exceed the amounts paid to the Consultant under this Agreement.
ARTICLE
VI.
REPRESENTATIONS OF THE CONSULTANT
6.1. Representations of the Consultant. The Consultant acknowledges, represents and warranties to the Company that the Consultant has received a document or documents, providing the information required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended.
ARTICLE
VII.
MISCELLANEOUS
7.1. Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 6.1, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 6.1, or which such recipient ‘replies’ to such prior email). Such notices shall be sent to the applicable party or parties at the address specified below:
| If to the Company: | Mangoceuticals, Inc. | |
| Attn: Jacob Cohen | ||
| 15110 Dallas Parkway, Suite 600 | ||
| Dallas, Texas 75248 | ||
| Phone: (214) 845-6412 | ||
| Email: jacob@mangorx.com |
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| If to the Consultant: | Strategem Solutions Inc. | |
| Attn: Tim Corkum | ||
| 27 George Street | ||
| Georgetown, Ontario, L7G 2K2 | ||
| timothycorkum@gmail.com |
7.2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, successors and assigns. Consultant may not assign any of its rights or obligations under this Agreement. The Company may assign its rights and obligations under this Agreement to any successor entity.
7.3. Severability. If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein. In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the Parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.
7.4. Waiver. No waiver by a Party of a breach or default hereunder by the other Party shall be considered valid, unless expressed in a writing signed by such first Party, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any other nature.
7.5. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Consultant, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this Agreement. This Agreement does not constitute a commitment of the Company with regard to Consultant’s engagement, express or implied, other than to the extent expressly provided for herein.
7.6. Amendment. No modification, change or amendment of this Agreement or any of its provisions shall be valid, unless in a writing signed by the Parties.
7.7. Captions. The captions, headings and titles of the sections of this Agreement are inserted merely for convenience and ease of reference and shall not affect or modify the meaning of any of the terms, covenants or conditions of this Agreement.
7.8. Governing Law. This Agreement, and all of the rights and obligations of the Parties in connection with the relationship established hereby, shall be governed by and construed in accordance with the substantive laws of the State of Texas without giving effect to principles relating to conflicts of law.
7.9. Survival. The termination of Consultant’s engagement with the Company pursuant to the provisions of this Agreement shall not affect Consultant’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Consultant’s obligations under ARTICLE IV of this Agreement and the Company’s obligations under Article II and Article V of this Agreement.
| Consulting Agreement |
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7.10. No Presumption from Drafting. This Agreement has been negotiated at arm’s-length between persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intentions of the Parties.
7.11. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
7.12. Interpretation. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; and (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email.
7.13. Electronic Signatures and Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written, to be effective as of the Effective Date.
| “COMPANY” | Mangoceuticals, Inc. | |
| By: | ||
| Name: | Jacob D. Cohen | |
| Its: | Chief Executive Officer | |
| “CONSULTANT” | Strategem Solutions Inc. | |
| By: | ||
| Name: | Tim Corkoran | |
| Its: | ||
| Consulting Agreement |
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Exhibit 10.3
FIRST AMENDMENT TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”), dated this 24th day of April 2025 and effective as of April 1, 2025 (the “Effective Date”), amends that certain Amended and Restated Executive Employment Agreement dated December 13, 2024 (as amended, the “Employment Agreement”), by and between Mangoceuticals, Inc., a company organized under the laws of the state of Texas (the “Company”), and Jacob Cohen, an individual (“Executive”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Employment Agreement.
WHEREAS, the Company and the Executive desire to enter into this Amendment to amend the Employment Agreement on the terms and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:
1. Amendments to Employment Agreement.
(a) Effective as of the Effective Date, Sections 3.1, 3.2, 3.10 and 3.11 of Article III: Compensation and Other Benefits of the Employment Agreement are hereby amended and restated to read in their entirety as follows:
“3.1 Base Salary. So long as this Agreement remains in effect, for all services rendered by Executive hereunder and all covenants and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Executive shall accept, as compensation, an annual base salary of $420,000, through April 1, 2026 (increasing by $60,000 every April 1st thereafter that this Agreement is in effect, as applicable, the “Base Salary”). Notwithstanding the above, the Committee or the Board, with the recommendation of the Committee, may also increase the Base Salary from time to time, at any time, in its/their discretion. Such increase(s) in salary shall be documented in the Company’s records, but shall not require the Parties enter into a new or amended form of this Agreement.”
“3.2 Equity Grant Sign-On Bonus. In consideration for agreeing to the terms of this Agreement, Executive shall receive a sign-on bonus of 4,892,906 shares of M&P common stock as well as 100 shares of Series A Preferred Stock of M&P that votes 51% on M&P shareholder matters, but has no conversion rights, liquidation preference, dividend rights or redemption rights.”
“3.10 Car Allowance. The Company shall provide the Executive an automobile allowance of $5,000 per month during the term of Executive’s employment hereunder.”
“3.11 Office Allowance. In addition to the Executive’s reasonable out-of-pocket expenses as discussed under Section 3.7, above the Company shall provide a flat fee allowance of $10,000 per month (the “Office Allowance”) which is intended to cover the cost of office space used by the Executive and all overhead costs associated therewith. Executive shall not be required to provide evidence of expenses concerning the Office Allowance and the Office Allowance shall be paid by the Company to the Executive regardless of the actual amount incurred by the Executive. Executive shall be responsible for all costs of office space and all overhead costs associated therewith to the extent such expenses exceed $10,000 in any given month.”
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| First Amendment to Amended and Restated Executive Employment Agreement of Jacob Cohen |
2. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Employment Agreement to “Employment Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Employment Agreement, as applicable, as modified and amended hereby.
3. Employment Agreement to Continue in Full Force and Effect. Except as modified or amended herein, the Employment Agreement and the terms and conditions thereof shall remain in full force and effect.
4. Further Assurances. The parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.
5. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise. This Amendment is to be read in connection with, and form an amendment to, the Employment Agreement.
6. Counterparts and Signatures. This Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of left blank. Signature page follows.]
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| First Amendment to Amended and Restated Executive Employment Agreement of Jacob Cohen |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date (except as otherwise provided above).
| COMPANY | ||
| MANGOCEUTICALS, INC. | ||
| Eugene M. Johnston | ||
| Chief Financial Officer | ||
| EXECUTIVE | ||
| Jacob Cohen | ||
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| First Amendment to Amended and Restated Executive Employment Agreement of Jacob Cohen |
Exhibit 99.1
Mangoceuticals Announces Strategic Entry into High Growth Pouch Industry Through Acquisition of Smokeless Technology IP and Appointment of Tim Corkum Ex Philip Morris Executive to Lead High Growth Pouch Division
DALLAS, TX – April 25, 2025 – Mangoceuticals Inc. (NASDAQ: MGRX) (“Mangoceuticals” or “MGRX”), a company focused on developing, marketing, and selling a variety of health and wellness products via a secure telemedicine platform under the brands MangoRx and PeachesRx, is pleased to announce that it has entered into an Intellectual Property Purchase Agreement to acquire all intellectual property, product formulations, know-how, distribution, supplier relationships and related assets of Smokeless Technology Corp. (“Smokeless Tech”), a Canadian-based pouch innovation company specializing in stimulant and functional pouches.
This acquisition marks a strategic expansion into the oral pouch delivery market, which we believe is one of the fastest growing sectors in consumer wellness and alternative nicotine. Mangoceuticals intends to leverage this transaction as an opportunity to both brand additional non-pharmaceutical and nutraceutical products to be sold alongside MangoRx and PeachesRx’s existing product lines as well as an opportunity to integrate Smokeless Tech’s stimulant formulations with pharmaceutical ingredients to be sold under the MangoRx and PeachesRx brand.
We believe that pouches are revolutionizing how consumers absorb wellness ingredients—from energy and mood support to nicotine alternatives and beyond. According to a recent study conducted by Skyquest, the U.S. nicotine pouch market reached $3.13 billion in 2024, with category leader Zyn surpassing $1.6 billion in sales. The Skyquest study further predicts that the global oral pouch market is projected to exceed $37.34 billion by 2032, with functional wellness pouches capturing growing share.
“We expect this acquisition to unlock the next phase of growth for Mangoceuticals, as we believe to have fast-tracked a go-to-market roadmap aligned with what we expect to be one of the most disruptive categories in the market today”, said Jacob Cohen, Founder and CEO of Mangoceuticals, who continued, “For Mangoceuticals, this acquisition represents a rare opportunity to enter the high-growth nutraceutical pouch delivery space, while reaffirming the company’s mission to be an investor and developer of various health and wellness companies with executable business models and intellectual properties.”
In addition, as part of its concerted effort to unlock its next phase of growth, Mangoceuticals has added significant bench strength and professional pedigree to its management team by engaging Consumer Packaged Goods (CPG) veteran and expert, Tim Corkum. Mr. Corkum, who most recently held the position of President at JUUL Labs Canada, previously spearheaded smoke-free initiatives across multiple markets during his tenure with Philip Morris International.
Mangoceuticals intends to leverage Mr. Corkum’s seasoned expertise as an opportunity to both develop newly branded non-pharmaceutical and nutraceutical products as well as to integrate stimulant formulations with pharmaceutical ingredients intended to be sold under the MangoRx and PeachesRx brands.
With the addition of Mr. Corkum to the leadership team, we plan to seek to grow, relying on our immediate strategic synergies—leveraging Mangoceuticals’ established distribution network, compounding pharmacy relationships, and planned upcoming Diabetinol launch, using influencer campaigns and direct-to-consumer sales channels that are already in the process of being deployed. We expect this to position Mangoceuticals as a high-torque nutraceutical platform with multi-format delivery potential, and believe pouches represent the next logical expansion in a fully integrated commercial strategy.
ArcStone Securities and Investments Corp., a cross border financial services firm, acted as the exclusive financial advisor for the transaction.
About Tim Corkum
Tim Corkum brings a wealth of experience and an impressive track record of driving success in global FMCG brands and Fortune 500 companies. With a background deeply rooted in strategic leadership, Tim’s expertise spans across consumer-centric strategies, B2B business plans, and high-performing team development. Tim’s extensive tenure at Philip Morris International solidified his capabilities in business development, sales strategy, and reduced risk product commercialization. Tim’s broad skill set, which includes leading large teams, managing multimillion-dollar budgets, and steering complex commercial projects, positions him as a transformative leader capable of providing valuable insights and strategic direction. Most recently he has served as President of JUUL Labs Canada, where his strategic insights helped the successful launch of the company’s next generation platform. His proven ability to navigate complex regulatory environments further underscores his capability to guide organizations through intricate industry landscapes.
About Mangoceuticals, Inc.
Mangoceuticals, Inc. is focused on developing a variety of men’s and women’s health and wellness products and services via a secure telemedicine platform. To date, the Company has identified telemedicine services and products as a growing sector and especially related to the area of erectile dysfunction (ED), hair growth, hormone replacement therapies, and weight management for men under the brands “MangoRx” and weight management products for women under the brand “PeachesRx”. Interested consumers can visit MangoRx’s or PeachesRx’s telemedicine platform for more information. Prescription requests will be reviewed by a physician and, if approved, fulfilled and discreetly shipped through MangoRx’s and/or PeachesRx’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. To learn more about PeachesRx, please visit www.PeachesRx.com.
About Smokeless Tech Corp.
Smokeless Technology Corp is a Canadian based intellectual property driven company focused on creating stimulant-based pouches for the energy, mood, and nicotine replacement markets. The company has developed a proprietary portfolio of pharmaceutical grade nutraceutical based oral-absorption formulas.
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, relating to, among other things: our plans for future development, growth and expansion; statements about the ability of our trials to demonstrate safety and efficacy of our product candidates, and other positive results; the risk that initial drug results are not predictive of future results or will not be able to be replicated in clinical trials or that such drugs selected for clinical development will not be successful; challenges and uncertainties inherent in product research and development, including the uncertainty of clinical success and of obtaining regulatory approvals; the Company’s reliance on third parties to conduct its clinical trials; the inherent risks in early stage drug development including demonstrating efficacy; development time/cost and the regulatory approval process; risks associated with interim data; including the risk that final results could differ from interim data released; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; competition, including technological advances, new products and patents attained by competitors; challenges to patents; changes in behavior and spending patterns of purchasers of health care and other of our products and services; changes to applicable laws and regulations, including global health care reforms; and trends toward health care cost containment; the investigation into, outcome of the investigation regarding, and potential lawsuits, claims and actions; the outcome of certain outstanding legal matters, claims and allegations, the requirement that the Company spend cash and management’s resources on such matters, even if the Company ultimately prevails in such matters, risks associated with certain counterparties to lawsuits having significantly greater resources than us, settlements we may choose to enter into in the future and the terms thereof, and potential regulatory reviews, inquiries or lawsuits, which are brought about by claims made in private lawsuits; the review and evaluation of strategic transactions and their impact on shareholder value; the process by which the Company engages in evaluation of strategic transactions; the outcome of potential future strategic transactions and the terms thereof; the ability of the Company to raise funding, the terms of such funding, and dilution caused thereby; our ability to meet the continued listing requirements of Nasdaq and 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 products 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 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; claims, lawsuits and litigation relating to our intellectual property, including allegations that our intellectual property infringes on the intellectual property of others, costs related to any such claims or lawsuits and resources required to expend in connection therewith; our ability to innovate, expand our offerings and compete against competitors which may have greater resources; our significant reliance on related party transactions and risks associated with related party relationships and agreements; the projected size of the potential market for our technologies and products; dilution caused by 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; changes in, and our compliance with, rules and regulations affecting our operations, sales, marketing and/or our products; shipping, production or manufacturing delays; our dependency on third-parties to prescribe and compound our products; 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), tariffs, trade wars, 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; 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, 2024. 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