MANGOCEUTICALS, INC. SEC Filing

Accepted by SEC EDGAR 09/30/2025 - 04:59 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Mangoceuticals, Inc. reports an Amendment No. 5 to a Schedule 13D filed by Jacob D. Cohen and The Tiger Cub Trust showing combined beneficial ownership of 2,044,356 shares, representing 14.6% of the outstanding common stock (based on 13,266,437 shares outstanding as of September 11, 2025). The filing discloses a May 2, 2025 $100,000 loan from The Tiger Cub Trust at 18% annual interest that was amended on July 21, 2025 into an Amended and Restated Convertible Promissory Note (A&R Note) convertible at $1.785 per share and accompanied by warrants to purchase 50,000 shares at $1.815 per share. Mr. Cohen gifted 200,000 shares to the Trust and was granted a 500,000 share bonus plus options to buy 2,000,000 shares (exercise price $2.30, 10-year term) with specified vesting.

Insights

Securities Analyst

TL;DR: Reporting persons now control 14.6% including convertible instruments; a convertible note and large option grants could materially dilute shareholders.

The filing documents a $100,000 promissory arrangement converted to an A&R Note allowing conversion at $1.785 per share and issuance of 50,000 warrants at $1.815. Mr. Cohen's combined position of 2,044,356 shares (including options, convertible note conversions and warrants) equals 14.6% of outstanding equity as of September 11, 2025. The CEO received a 500,000-share bonus and options for 2,000,000 shares with 18-month staged vesting, which, if exercised or vested, would increase potential dilution. The A&R Note removes a mandatory prepayment and contains conversion mechanics that may accelerate equity issuance if converted.

Corporate Governance Expert

TL;DR: Related-party financing and equity awards to the CEO raise governance and dilution considerations for existing shareholders.

The Tiger Cub Trust, controlled by the CEO and Chairman, provided a high-interest loan later amended to a convertible note and was gifted 200,000 shares by Mr. Cohen. The CEO's receipt of a large equity bonus and multi-million-share option package approved by the Board may merit scrutiny regarding independence and alignment with minority shareholders. Documentation of the A&R Note, warrants and option agreements are filed as exhibits, enabling review of terms. These developments are material to ownership structure and potential future share issuance.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

MANGOCEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

56270V205

(CUSIP Number)

Jacob D. Cohen
15110 N. Dallas Parkway, Suite 600,
Dallas, TX, 75248
(214) 242-9619

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 56270V205

1

Name of reporting person

Jacob D. Cohen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,333,333.00
8	Shared Voting Power 911,023.00
9	Sole Dispositive Power 1,333,333.00
10	Shared Dispositive Power 911,023.00

11

Aggregate amount beneficially owned by each reporting person

2,044,356.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(7)(9)(11) Includes 83,333 shares of common stock issuable upon exercise of options to purchase shares of common stock at an exercise price of $4.80 per share and an expiration date of December 28, 2028, 50,000 shares of common stock issuable upon exercise of options to purchase shares of common stock at an exercise price of $16.50 per share and an expiration date of August 31, 2027, and 500,000 shares of common stock issuable upon the exercise of options to purchase shares of common stock at an exercise price of $2.30 per share and an expiration date of September 9, 2025, which have vested, or which vest, within 60 days of September 11, 2025, and are held by Mr. Cohen. Also includes 56,023 shares of common stock issuable upon conversion of the A&R Note (discussed below) and 50,000 shares of common stock issuable upon exercise of the Tiger Cub Warrants (discussed below). (13) Percentage is based on 13,266,437 shares of Common Stock outstanding as of September 11, 2025, as confirmed by the Issuer's transfer agent on such date.

SCHEDULE 13D

CUSIP No. 56270V205

1

Name of reporting person

The Tiger Cub Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 911,023.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 911,023.00

11

Aggregate amount beneficially owned by each reporting person

911,023.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(7)(9)(11) Includes 56,023 shares of common stock issuable upon conversion of the A&R Note (discussed below) and 50,000 shares of common stock issuable upon exercise of the Tiger Cub Warrants (discussed below). (13) Percentage is based on 13,266,437 shares of Common Stock outstanding as of September 11, 2025, as confirmed by the Issuer's transfer agent on such date.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: MANGOCEUTICALS, INC.
(c)	Address of Issuer's Principal Executive Offices: 15110 DALLAS PKWY, SUITE 600, Dallas, TEXAS , 75248.
Item 1 Comment: This Amendment No. 5 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on May 3, 2023, as amended from time to time, by Jacob D. Cohen and The Tiger Cub Trust (the Schedule 13D as amended and modified to date, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein. As used in this Amendment: "Common Stock" means the common stock of the Issuer; "Issuer" or "Company" means Mangoceuticals, Inc.; and "Reporting Persons" means Jacob D. Cohen and The Tiger Cub Trust. Effective on October 16, 2024, the Company affected a 1-for-15 reverse stock split of its outstanding common stock, which has been reflected in the disclosures throughout this Amendment.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Schedule 13D): Effective June 5, 2025, Mr. Cohen gifted 200,000 shares of common stock which he held in his personal name, to The Tiger Cub Trust, which entity he controls, for no consideration. On May 2, 2025, the Company borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company's Chief Executive Officer and Chairman, Jacob D. Cohen ("Tiger Cub"), which loan was evidenced by a Promissory Note dated May 2, 2025 (the "Promissory Note"). The Promissory Note bears interest at 18% per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below. The Promissory Note matures on the earlier of (i) May 2, 2026 (the "Stated Maturity Date"), (ii) the date on which Tiger Cub provides written notice of acceleration following an event of default or other specified triggering event, and (iii) five (5) business days following the closing of a Qualified Funding (as defined therein) (a "Mandatory Prepayment"). On, and effective on July 21, 2025, the Company entered into an Agreement to Amend Promissory Note (the "Agreement to Amend"), with Tiger Cub, pursuant to which (a) Tiger Cub and the Company agreed to amend and restate the Promissory Note into an Amended and Restated Convertible Promissory Note (the "A&R Note"); and (b) the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock (the "Tiger Cub Warrants"). The Agreement to Amend included certain representations and warranties to Tiger Cub. The A&R Note amended and restated the Promissory Note to (a) 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; and (b) remove the Mandatory Prepayment requirement. The Tiger Cub Warrants have an exercise price of $1.815 per share, a term through July 21, 2028 and cash only exercise rights. Effective September 9, 2025, the Board of Directors of the Company with the recommendation of the Compensation Committee of the Board of Directors, approved the grant of: (a) 500,000 shares of common stock of the Company to Jacob D. Cohen, the Chief Executive Officer of the Company, as a bonus in consideration for services rendered to the Company as Chief Executive Officer of the Company during 2025, under and pursuant to the Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan (the "Plan"); and (b) options to purchase 2,000,000 shares of common stock of the Company to Mr. Cohen (the "Options"), in consideration for services rendered to the Company as Chief Executive Officer of the Company, under the Plan. The Options have a term of ten years, an exercise price of $2.30 per share, which was the closing sales price of the Company's common stock on September 9, 2025, the grant date; 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.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the class of securities beneficially owned by each Reporting Person are set forth on rows 11 and 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.
(b)	The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.
(c)	The information in Item 3 is incorporated by reference into this Item 5(c).
(d)	No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons.
(e)	N/A.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided or incorporated by reference in Items 2, 3, 4 and 5 of this Schedule 13D. Except as set forth herein, including the A&R Note and agreement evidencing the Tiger Cub Warrants as described below, and customary stock option agreements evidencing Mr. Cohen's options which were granted by the Issuer, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1. Joint Filing Agreement of the Reporting Persons dated May 2, 2023 - https://www.sec.gov/Archives/edgar/data/1432078/000149315223015231/ex-a.htm 2. Common Stock Purchase Warrant to purchase 50,000 shares of common stock, issued to Tiger Cub Trust dated July 21, 2025 - https://www.sec.gov/Archives/edgar/data/1938046/000149315225011336/ex4-1.htm 3. Amended and Restated Convertible Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc., as borrower, and to Tiger Cub Trust, as holder - https://www.sec.gov/Archives/edgar/data/1938046/000149315225011336/ex10-3.htm 4. Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 - https://www.sec.gov/Archives/edgar/data/1938046/000149315223046641/ex10-2.htm 5. Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated September 9, 2025 - https://www.sec.gov/Archives/edgar/data/1938046/000149315225013213/ex10-2.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jacob D. Cohen

Signature:	/s/ Jacob D. Cohen
Name/Title:	Jacob D. Cohen
Date:	09/30/2025

The Tiger Cub Trust

Signature:	/s/ Jacob D. Cohen
Name/Title:	Jacob D. Cohen Trustee
Date:	09/30/2025