Mangoceuticals CEO bonus: 2M shares issuable

Mangoceuticals, Inc. (MGRX) reported that 2,000,000 shares were issuable to Chief Executive Officer, director and ten-percent owner Jacob D. Cohen as a bonus on July 28, 2026, in lieu of a change-of-control payment otherwise due under his employment agreement.

Rhea-AI Filing Summary

Mangoceuticals, Inc. (MGRX) reported that 2,000,000 shares were issuable to Chief Executive Officer, director and ten-percent owner Jacob D. Cohen as a bonus on July 28, 2026, in lieu of a change-of-control payment otherwise due under his employment agreement. Cohen transferred 2,000,000 shares to The Tiger Cub Trust, a ten-percent owner he controls, on August 11, 2026, and 500,000 shares on September 30, 2025; the transfers did not change beneficial ownership. A Convertible Promissory Note was paid in full on December 19, 2025; it was associated with 56,023 underlying common shares and a 1.785 conversion price per share.

Insider Trade Summary

5,000,000 shares gifted

Gift 6 txns

Insider Cohen Jacob D., Tiger Cub Trust

Role Chief Executive Officer | 10% Owner

Type	Security	Shares	Price	Value
Gift	Common Stock F1, F2	2,000,000	$0.00	$0.00
Gift	Common Stock F1, F3	2,000,000	$0.00	$0.00
Grant/Award	Common Stock F4, F2	2,000,000	$0.00	$0.00
Other	Convertible Promissory Note F5, F6, F3	--	$0.00	--
Gift	Common Stock F1, F2	500,000	$0.00	$0.00
Gift	Common Stock F1, F3	500,000	$0.00	$0.00

Holdings After Transaction: Convertible Promissory Note — 0 contracts (Direct); Common Stock — 3,305,000 shares (Direct)

Footnotes (6)

1. F1. Represents the transfer of shares from Mr. Jacob D. Cohen to that of a trust which Mr. Cohen controls, The Tiger Cub Trust, which did not result in a change of beneficial ownership of such securities.
2. F2. Represents Mr. Cohen's direct ownership of the Issuer.
3. F3. Securities 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.
4. F4. Issuable to Mr. Cohen as a bonus in lieu of a change of control payment which would have otherwise been due under this Employment Agreement.
5. F5. On December 19, 2025, the Convertible Promissory Note was paid in full.
6. F6. Represents the maturity date of the Convertible Promissory Note.

Key Figures

Bonus shares issuable: 2,000,000 shares Shares transferred to The Tiger Cub Trust: 2,000,000 shares Shares transferred to The Tiger Cub Trust: 500,000 shares +2 more

5 metrics

Bonus shares issuable 2,000,000 shares July 28, 2026; bonus in lieu of a change-of-control payment

Shares transferred to The Tiger Cub Trust 2,000,000 shares August 11, 2026

Shares transferred to The Tiger Cub Trust 500,000 shares September 30, 2025

Underlying common shares 56,023 shares Associated with the Convertible Promissory Note

Conversion price 1.785 per share Convertible Promissory Note

Key Terms

Convertible Promissory Note, change of control payment, beneficial ownership, maturity date

4 terms

Convertible Promissory Note financial

"the Convertible Promissory Note was paid in full"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

change of control payment financial

"a bonus in lieu of a change of control payment"

beneficial ownership financial

"did not result in a change of beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

maturity date financial

"Represents the maturity date of the Convertible Promissory Note"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MGRX shares were issuable to Jacob D. Cohen as a bonus?

A total of 2,000,000 shares were reported as issuable to Jacob D. Cohen, the chief executive officer and director, as a bonus in lieu of a change-of-control payment otherwise due under his employment agreement.

Did Jacob Cohen's MGRX transfers to The Tiger Cub Trust change beneficial ownership?

No. Cohen transferred 2,000,000 shares on August 11, 2026, and 500,000 shares on September 30, 2025, to The Tiger Cub Trust. The transfers did not result in a change of beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 08:00 AM Accepted by SEC EDGAR 10/06/2026 - 08:00 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cohen Jacob D.

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

17130 N. DALLAS PARKWAY, SUITE 240

(Street)

DALLAS TEXAS 75248

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MANGOCEUTICALS, INC. [ MGRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		G(1)		500,000	D	$0	0	D(2)
Common Stock	09/30/2025		G(1)		500,000	A	$0	1,305,000	D(3)
Common Stock	07/28/2026		A		2,000,000	A	$0(4)	2,000,000	D(2)
Common Stock	08/11/2026		G(1)		2,000,000	D	$0	0	D(2)
Common Stock	08/11/2026		G(1)		2,000,000	A	$0	3,305,000	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	$1.785	12/19/2025		J(5)			$100,000	07/21/2025	05/02/2026(6)	Common Stock	56,023	$0	$0	D(3)

1. Name and Address of Reporting Person^*

Cohen Jacob D.

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

17130 N. DALLAS PARKWAY, SUITE 240

(Street)

DALLAS TEXAS 75248

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Tiger Cub Trust

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

17130 N. DALLAS PARKWAY, SUITE 240

(Street)

DALLAS TEXAS 75248

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents the transfer of shares from Mr. Jacob D. Cohen to that of a trust which Mr. Cohen controls, The Tiger Cub Trust, which did not result in a change of beneficial ownership of such securities.

2. Represents Mr. Cohen's direct ownership of the Issuer.

3. Securities 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.

4. Issuable to Mr. Cohen as a bonus in lieu of a change of control payment which would have otherwise been due under this Employment Agreement.

5. On December 19, 2025, the Convertible Promissory Note was paid in full.

6. Represents the maturity date of the Convertible Promissory Note.

	/s/ Jacob D. Cohen	10/06/2026
	/s/ Jacob D. Cohen, Trustee, The Tiger Cub Trust	10/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)