MANGOCEUTICALS, INC. Files 8-K: Material Agreement, Equity Sales

TL;DR

MANGOCEUTICALS, INC. signed a big deal and sold some stock.

AI Summary

On April 5, 2024, MANGOCEUTICALS, INC. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• MANGOCEUTICALS, INC. (company) — Registrant
• April 5, 2024 (date) — Date of Earliest Event Reported
• Texas (location) — State of Incorporation
• Dallas (location) — Principal Executive Offices City
• 75248 (postal_code) — Principal Executive Offices Zip Code

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 Par Value Per Share MGRX The Nasdaq
• $1,650,000 — B Preferred Stock ") of the Company for $1,650,000, and warrants (the " Warrants ", and th
• $1,500,000 — "), for an aggregate purchase price of $1,500,000. Pursuant to the SPA, the sale of the
• $500,000 — ) and the Warrants, for an aggregate of $500,000. As described in the table above, the s
• $250,000 — shares of Series B Preferred Stock for $250,000, is to occur upon the earlier of the mu
• $1,100 — ck each have an initial stated value of $1,100 per share, and as a result, the effecti
• $1,100,000 — e " Option ") to purchase an additional $1,100,000 (based on the stated value of the Serie
• $1,000,000 — ice to be paid for the Option Shares is $1,000,000 (the " Option Price "), and the Option
• $0 — red Stock, divided by the lesser of (x) $0.40, or (y) 90% of the average of the th
• $5,000 — damages and not as a penalty, for each $5,000 of Stated Value of preferred shares bei
• $50 — ue of preferred shares being converted, $50 per trading day (increasing to $100 per
• $100 — ted, $50 per trading day (increasing to $100 per trading day on the fifth trading da
• $200 — the fifth trading day and increasing to $200 per trading day on the tenth trading da
• $100,000 — chases shall not exceed an aggregate of $100,000 for all officers and directors for so l
• $0.26 — . The exercise price of the Warrants is $0.26 (the " Exercise Price "). The Exercise

Filing Documents

• form8-k.htm (8-K) — 134KB
• ex4-1.htm (EX-4.1) — 131KB
• ex10-1.htm (EX-10.1) — 268KB
• ex10-2.htm (EX-10.2) — 260KB
• ex10-3.htm (EX-10.3) — 197KB
• ex10-4.htm (EX-10.4) — 193KB
• 0001493152-24-014330.txt ( ) — 1575KB
• mgrx-20240405.xsd (EX-101.SCH) — 3KB
• mgrx-20240405_lab.xml (EX-101.LAB) — 33KB
• mgrx-20240405_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement Effective on April 5, 2024 (the " Initial Closing Date "), Mangoceuticals, Inc., a Texas corporation (the " Company ", " we " and " us "), agreed to definitive terms on a Securities Purchase Agreement dated April 4, 2024 (the " SPA "), with an institutional accredited investor (the " Purchaser "), pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 1,500 shares of Series B Convertible Preferred Stock (" Series B Preferred Stock ") of the Company for $1,650,000, and warrants (the " Warrants ", and the shares of Common Stock issuable upon exercise thereof, the " Warrant Shares "), to purchase up to 3,300,000 shares of common stock, par value $0.0001 per share of the Company (the " Common Stock "), for an aggregate purchase price of $1,500,000. Pursuant to the SPA, the sale of the Series B Preferred Stock and Warrants is to take place over up to three closings as follows: Initial Stated Value of Preferred Stock to be issued by installment Warrants to be issued Closing Date Aggregate Purchase Price Initial Closing $ 550,000 3,300,000 Initial Closing Date $ 500,000 Second Closing $ 275,000 The earlier of (a) the date mutually approved by the Company and the Purchaser; and (b) three business days after the Stockholder Approval and Effectiveness $ 250,000 Third Closing $ 825,000 The Stockholder Approval and Effectiveness $ 750,000 Total $ 1,650,000 $ 1,500,000 On the Initial Closing Date, the Company sold the Purchaser 500 shares of Series B Preferred Stock (the " Initial Closing Shares ") and the Warrants, for an aggregate of $500,000. As described in the table above, the sale of an additional 250 shares of Series B Preferred Stock for $250,000, is to occur upon the earlier of the mutual approval of the Company and the Purchaser, and three business days after the Stockholder Approval and

View Full Filing

View this 8-K filing on SEC EDGAR