SEC Form SC 13D/A filed by Mangoceuticals Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

* All percentages are based on 28,943,143 shares of Common Stock outstanding as of June 5, 2024, as confirmed by the Issuer’s transfer agent on such date.

⁽¹⁾ Includes 1,250,000 shares of common stock issuable upon exercise of options to purchase shares of common stock at an exercise price of $0.32 per share and an expiration date of December 28, 2028, and 250,000 shares of common stock issuable upon exercise of options to purchase shares of common stock at an exercise price of $1.10 per share and an expiration date of August 31, 2027.

* All percentages are based on 28,943,143 shares of Common Stock outstanding as of June 5, 2024, as confirmed by the Issuer’s transfer agent on such date.

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2023, as amended by Amendment No. 1 thereto filed with the Commission on January 2, 2024, by Jacob D. Cohen and The Tiger Cub Trust (the Schedule 13D as amended and modified by Amendment No. 1 and Amendment No. 2, 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.

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 3, 2024, the Board of Directors of the Issuer with the recommendation of the Compensation Committee of the Board of Directors, approved the issuance of 800,000 fully-vested shares of common stock to Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman, as a bonus for 2024.

Item 5. Interest in Securities of the Issuer

The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference herein.

(a) and (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 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.

(c) See Item 3, above.

(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.

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.

June 5, 2024