Mangoceuticals (MGRX) reprices CEO Jacob Cohen stock options to $0.45
Rhea-AI Filing Summary
MANGOCEUTICALS, INC. Chief Executive Officer Jacob D. Cohen reported an option repricing approved by the Board and its Compensation Committee. On the effective date, existing stock options covering 50,000, 83,333 and 2,000,000 shares of common stock were surrendered to the company and replaced on a one-for-one basis.
The replacement options cover the same total number of underlying shares but now carry a new exercise price of $0.45 per share, which the company states exceeded the Nasdaq closing price on the effective date. All other terms of the options, including prior vesting schedules, remain unchanged. Following these changes, Cohen also reports direct holdings of 200,000 and 605,000 shares of common stock.
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Insights
Mangoceuticals reprices CEO options to $0.45, exchanging prior higher-strike awards without open-market trades.
The filing shows a Board- and Compensation Committee-approved repricing of Jacob Cohen’s stock options. Options with exercise prices of $16.50, $4.80 and $2.30 were surrendered back to the issuer and replaced, share-for-share, with new options exercisable at $0.45.
The total optioned share counts of 50,000, 83,333 and 2,000,000 remain the same, and footnotes state all other terms, including vesting conditions, are unchanged. This is a compensation-structure adjustment under Exchange Act Rules 16b-6(d) and 16b-3, rather than a cash buy or sale of stock.
The filing also reports direct common stock positions of 200,000 and 605,000 shares. Overall, this is a routine but sizable option repricing, with its significance depending on how the revised strike price affects the incentive value of Cohen’s equity awards over time.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 83,333 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 83,333 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,000,000 | $0.00 | -- |
| Grant/Award | Stock Option (right to buy) | 2,000,000 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents Mr. Cohen's direct ownership of the Issuer. Shares held directly by The Tiger Cub Trust, which is beneficially owned by Jacob D. Cohen, its Trustee. Mr. Cohen disclaims beneficial ownership of the securities held by The Tiger Cub Trust except to the extent of his pecuniary interest therein. On March 16, 2026, the Issuer's Board of Directors, with the recommendation and approval of the Compensation Committee of the Board of Directors, approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on March 16, 2026 (the "Effective Date") with a new exercise price of $0.45, which exceeded the closing price on Nasdaq as of the Effective Date. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. A total of 1/3 of such options vested on each of September 1, 2023, 2024 and 2025. The options vest over 18 months with 500,000 of the options vesting upon grant on September 9, 2025, and 500,000 of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohen's continued service with the Company on such vesting date; and vest in full upon any termination of Mr. Cohen by the Company without cause, or by Mr. Cohen for good reason, or upon a change of control of the Company.
