Mangoceuticals (MGRX) CEO gets 2M options, bonus shares and trust note deal

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.

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

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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)
06/05/2025

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	06/05/2025		G(1)		200,000	D	$0(1)	0	D(2)
Common Stock	06/05/2025		G(1)		200,000	A	$0(1)	805,000	D(3)
Common Stock	09/09/2025		A(4)		500,000	A	$0(2)	500,000	D(2)

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	07/21/2025		A(5)		$100,000		07/21/2025	05/02/2026(6)	Common Stock	56,023	(5)	$100,000	D(3)
Warrant to Purchase Common Stock	$1.85	07/21/2025		A(5)		50,000		07/21/2025	07/21/2028	Common Stock	50,000	(5)	50,000	D(3)
Stock Option (right to buy)	$2.3	09/09/2025		A(4)		2,000,000		(7)	09/09/2035	Common Stock	2,000,000	$0	2,000,000	D(2)

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. 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.

4. 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.

5. 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.

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

7. 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.

	/s/ Jacob D. Cohen	03/20/2026
	/s/ Jacob D. Cohen, Trustee, The Tiger Cub Trust	03/20/2026
	** 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)

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.

What warrants related to MANGOCEUTICALS (MGRX) were issued to The Tiger Cub Trust?

The company granted The Tiger Cub Trust warrants to purchase 50,000 shares of Mangoceuticals common stock at an exercise price of $1.85 per share, with an expiration date in 2028, in connection with the amended and restated convertible promissory note agreement.

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.

How many MANGOCEUTICALS (MGRX) shares underlie the new convertible note reported?

The amended and restated convertible promissory note held by The Tiger Cub Trust is initially convertible into 56,023 shares of Mangoceuticals common stock at a $1.785 conversion price. Footnotes clarify this share count excludes additional shares from convertible accrued interest.