Mangoceuticals raises $272K in private stock sale
Mangoceuticals, Inc. entered into a Subscription Agreement with an accredited investor, selling 850,000 shares of restricted common stock at $0.32 per share for total proceeds of $272,000.
Rhea-AI Filing Summary
Mangoceuticals, Inc. entered into a Subscription Agreement with an accredited investor, selling 850,000 shares of restricted common stock at $0.32 per share for total proceeds of $272,000. The investor receives piggyback registration rights for one year, meaning the shares can be included in certain future registration statements. The shares were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D, with no underwriters, no commissions paid, and standard transfer restrictions and legends applied.
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares issued: 850,000 shares
Share price: $0.32 per share
Gross proceeds: $272,000
+1 more
4 metrics
Shares issued
850,000 shares
Restricted common stock sold in private placement
Share price
$0.32 per share
Subscription Agreement with accredited investor
Gross proceeds
$272,000
Total consideration for 850,000 shares
Registration rights period
1 year
Piggyback registration rights following subscription dates
Key Terms
Subscription Agreement, accredited investor, piggyback registration rights, Section 4(a)(2), +1 more
5 terms
Subscription Agreement financial
"entered into a Subscription Agreement with an accredited investor"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
accredited investor regulatory
"entered into a Subscription Agreement with an accredited investor"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
piggyback registration rights regulatory
"includes piggyback registration rights for a period of one year"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
Section 4(a)(2) regulatory
"pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 of Regulation D regulatory
"pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Mangoceuticals (MGRX) announce in this 8-K filing?
Mangoceuticals announced a private placement where an accredited investor purchased 850,000 restricted common shares at $0.32 each, providing $272,000 in proceeds. The transaction was completed through a Subscription Agreement with customary terms and no underwriting involvement.
What registration rights did the investor receive from Mangoceuticals (MGRX)?
The investor received piggyback registration rights for one year after the subscription date. These rights allow the investor’s shares to be included in certain future registration statements that Mangoceuticals may file, subject to the terms of the Subscription Agreement.
Were any underwriters or commissions involved in Mangoceuticals’ (MGRX) private placement?
No underwriters or agents participated in the private placement, and Mangoceuticals paid no underwriting discounts or commissions. The shares were offered directly by the company to an accredited investor in a non-public transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
