MANGOCEUTICALS, INC. Files 8-K: Rights, Bylaws, and Financials Updated

TL;DR

MANGOCEUTICALS, INC. filed an 8-K on Jan 9, 2025, updating shareholder rights, bylaws, and financials.

AI Summary

On January 9, 2025, MANGOCEUTICALS, INC. filed an 8-K report detailing material modifications to the rights of its security holders. The filing also includes amendments to its Articles of Incorporation or Bylaws and financial statements and exhibits. The company is incorporated in Texas and its principal executive offices are located in Dallas.

Why It Matters

This filing indicates significant corporate actions by MANGOCEUTICALS, INC., potentially affecting shareholder rights and company structure, and includes updated financial information.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting corporate actions and does not inherently indicate financial distress or significant negative events.

Key Players & Entities

• MANGOCEUTICALS, INC. (company) — Registrant
• January 9, 2025 (date) — Date of Earliest Event Reported
• Texas (location) — State of Incorporation
• Dallas (location) — City of Principal Executive Offices
• 15110 N. Dallas Parkway , Suite 600 (address) — Principal Executive Offices Address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 Par Value Per Share MGRX The Nasdaq

Filing Documents

• form8-k.htm (8-K) — 53KB
• ex3-1.htm (EX-3.1) — 43KB
• ex3-1_001.jpg (GRAPHIC) — 285KB
• ex3-1_002.jpg (GRAPHIC) — 123KB
• 0001493152-25-002389.txt ( ) — 843KB
• mgrx-20250109.xsd (EX-101.SCH) — 3KB
• mgrx-20250109_lab.xml (EX-101.LAB) — 33KB
• mgrx-20250109_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 15110 N. Dallas Parkway , Suite 600 Dallas , Texas 75248 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 242-9619 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 Par Value Per Share MGRX The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 , below, is incorporated by reference into this Item 3.03 in its entirety. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 9, 2025, Mango & Peaches Corp. (" M&P "), the current wholly-owned subsidiary of Mangoceuticals, Inc., a Texas corporation (the " Company ", " we " and " us "), filed a Certificate of Designations of Mango & Peaches Corp., establishing the designations, preferences, limitations, and relative rights of its Series A Super Majority Voting Preferred Stock (the " Series A Preferred Stock "), with the Secretary of State of Texas, which was filed by the Texas Secretary of State on January 15, 2025, effective January 9, 2025 (the " Series A Designation "). The Series A Designation designated 100 shares of Series A Preferred Stock, the rights of which are discussed in greater detail below: Series A Super Majority Voting Preferred Stock The Series A Designation provides for the Series A Preferred Stock to have the following rights: Dividend Rights . The Series A Preferred Stock do not accrue dividends. Liquidation Preference . The Series A Preferred Stock have no liquidation preference. Conversion Rights . The Series A Preferred Stock have no conversion rights. Voting Rights . For so long as any shares of Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of M&P and upon any action taken by stockholders of M&P with or without a meeting) equal to fifty-one percent (51%) of the total vote (the " Total Series A Vote " and the " Voting Rights "). For example, if there are 10,000 shares of M&P's common stock issued and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting. Additionally, so long as Series A Preferred Stock is outstanding, M&P shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Formation or the Bylaws of M&P so as to adversely affect the designations, preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred Stock, (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Preferred Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical amendments). Redemption Right . The Series A Preferred St

View Full Filing

View this 8-K filing on SEC EDGAR