| 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 |
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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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
MANGOCEUTICALS, INC. [ MGRX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2025 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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) | ||