Mangoceuticals (MGRX) CEO gets 2M options, bonus shares and trust note deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mangoceuticals, Inc. Chief Executive Officer Jacob D. Cohen reported several compensation and financing-related transactions. He received stock options for 2,000,000 shares of common stock at an exercise price of $2.30 per share, expiring in 2035, with vesting over 18 months and acceleration on certain terminations or a change of control. He was also granted 500,000 shares of common stock as a discretionary bonus for services in 2025.
In addition, a prior $100,000 promissory note held by The Tiger Cub Trust, which is beneficially owned by Cohen as trustee, was amended into a convertible promissory note with a conversion price of $1.785 per share and 18% annual interest, and Tiger Cub received warrants to purchase 50,000 shares at $1.85 per share. Cohen reported bona fide gifts totaling 400,000 shares of common stock transferred to The Tiger Cub Trust, which the footnotes state did not change his beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
400,000 shares gifted
Mixed
6 txns
Insider
Cohen Jacob D., Tiger Cub Trust
Role
Chief Executive Officer | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (right to buy) | 2,000,000 | $0.00 | -- |
| Grant/Award | Common Stock | 500,000 | $0.00 | -- |
| Grant/Award | Convertible Promissory Note | 0 | $0.00 | -- |
| Grant/Award | Warrant to Purchase Common Stock | 50,000 | $0.00 | -- |
| Gift | Common Stock | 200,000 | $0.00 | -- |
| Gift | Common Stock | 200,000 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 2,000,000 shares (Direct);
Common Stock — 500,000 shares (Direct);
Convertible Promissory Note — 0 shares (Direct);
Warrant to Purchase Common Stock — 50,000 shares (Direct)
Footnotes (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. 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 ("Tiger Cub"). Mr. Cohen disclaims beneficial ownership of the securities held by Tiger Cub except to the extent of his pecuniary interest therein. Issued as a discretionary bonus in consideration for services rendered as Chief Executive Officer of the Issuer during 2025. Issued under the registrant's Second Amended and Restated 2022 Equity Incentive Plan. Exempt pursuant to Rule 16b-3. On July 21, 2025, the Company entered into an Agreement to Amend Promissory Note, with Tiger Cub, pursuant to which Tiger Cub and the Company agreed to amend and restate a prior $100,000 Promissory Note into an Amended and Restated Convertible Promissory Note (the "A&R Note"); and the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock. The A&R Note, among other things, amended and restated the Promissory Note to provide Tiger Cub the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price of $1.785 per share. The Note accrues interest at 18% per annum and the number of shares shown in the table above does not include interest which is also convertible into common stock of the Company. Represents the maturity date of the Convertible Promissory Note. The options vest over 18 months with 500,000 of the options vesting upon grant 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.
FAQ
What new equity awards did MANGOCEUTICALS (MGRX) CEO Jacob D. Cohen receive?
Jacob D. Cohen received stock options for 2,000,000 shares at a $2.30 exercise price and 500,000 shares of common stock as a discretionary bonus for 2025 services, issued under the company’s Second Amended and Restated 2022 Equity Incentive Plan.
How do the new stock options for MGRX’s CEO Jacob D. Cohen vest?
The 2,000,000 stock options vest over 18 months. 500,000 options vest on grant, and 500,000 vest on each of the 6th, 12th, and 18th month anniversaries, with full vesting upon certain terminations without cause, for good reason, or a change of control.
What are the key terms of the amended convertible promissory note involving MGRX and Tiger Cub Trust?
A prior $100,000 promissory note held by The Tiger Cub Trust was amended into a convertible promissory note with a $1.785 per share conversion price, 18% annual interest, and a maturity date in 2026, allowing conversion of principal and accrued interest into Mangoceuticals common stock.
Did Jacob D. Cohen’s gifts of MGRX common stock change his beneficial ownership?
The filing reports bona fide gifts totaling 400,000 shares of common stock transferred from Jacob D. Cohen to The Tiger Cub Trust. Footnotes state these transfers did not result in a change in his beneficial ownership of the securities under applicable reporting standards.