| | 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. |
| (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. |
| | 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. |
| | 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 |
