Mangoceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Private Placement Subscriptions
On August 26, 2025 and August 29, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”) entered into four Subscription Agreements with five accredited investors (the “Investors”), pursuant to which the Investors purchased an aggregate of 709,677 shares of restricted common stock from the Company, for $1.55 per share, or a total of $1,100,000. The Subscription Agreements included customary representations and warranties of the Investors and the Company, and includes piggyback registration rights for a period of one year following the dates of the subscriptions.
The description of the Subscription Agreements above is not complete and is qualified in its entirety by the full text of the form of Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated by reference into this Item 1.01 in its entirety by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 in its entirety.
The Company claims an exemption from registration for the issuance of the shares to the Investors (as discussed in Item 1.01, above), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the offer and sale of such shares did not involve a public offering and the recipients were “accredited investors” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing offers and sales and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Item 9.01 Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Form of Common Stock Subscription Agreement – Common Stock Offering (August 2025 Private Offering) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MANGOCEUTICALS, INC. | ||
| Date: September 2, 2025 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer | ||