MGRX / Mangoceuticals, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mangoceut

CLARIFICATION AGREEMENT

Exhibit 10.2 CLARIFICATION AGREEMENT This Clarification Agreement (this “Agreement”) is entered into as of May 18, 2026, by and between Mango & Peaches Corp., a Texas corporation (the “Company”), and Jacob Cohen, an individual (“Holder”). RECITALS WHEREAS, the Holder was issued shares of common stock of the Company (the “Shares”) on or around May 13, 2025 (the “Original Issuance Date”); and WHEREA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41615 NOTIFICATION OF LATE FILING CUSIP Number 56270V205 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41615 Mangoceuticals, Inc. (Exact name of registrant as specifi

Subsidiaries*

Exhibit 21.1 Subsidiaries* Mango and Peaches Corp., a company incorporated under the laws of Texas, of which Mangoceuticals, Inc. owns 51% of the outstanding common stock Mr. Jacob Cohen owns 49% of the outstanding common stock and which Mr. Cohen separately has the right to vote fifty-one percent (51%) of the total vote on all Mango & Peaches Corp. shareholder matters, voting separately as a clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41615 NOTIFICATION OF LATE FILING CUSIP Number 56270V205 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Mangoceuticals Announces Lawsuit Seeking Damages Exceeding $73 Million Against Former Technology Consulting and Software Development Firm, Clarity Ventures, Inc.

Exhibit 99.1 Mangoceuticals Announces Lawsuit Seeking Damages Exceeding $73 Million Against Former Technology Consulting and Software Development Firm, Clarity Ventures, Inc. Dallas, Texas, March 17, 2026 (GLOBE NEWSWIRE) — Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals,” the “Company,” or “MangoRx”), a company focused on developing, marketing, and selling health and wellness products throug

MANGOCEUTICALS, INC. AMENDMENT TO STOCK OPTION AGREEMENTS

Exhibit 10.1 MANGOCEUTICALS, INC. AMENDMENT TO STOCK OPTION AGREEMENTS This Amendment (this “Amendment”) is made and entered into effective as of March 16, 2026 (the “Amendment Effective Date”), by Mangoceuticals, Inc., a Texas corporation (the “Company”), with respect to each and every Stock Option Agreement (collectively, the “Option Agreements” and each an “Option Agreement”) previously entered

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 16, 2026 MANGOCEUTICALS, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 16, 2026 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission File N

Mangoceuticals’ Patented MGX-0024 Achieves Zero Respiratory-Related Mortality in 29,000-Bird Field Trials and Demonstrates Prophylactic Benefit Against H5N1 in Controlled Government Study

Exhibit 99.1 Mangoceuticals’ Patented MGX-0024 Achieves Zero Respiratory-Related Mortality in 29,000-Bird Field Trials and Demonstrates Prophylactic Benefit Against H5N1 in Controlled Government Study Dallas, TX – February 23, 2026 – Mangoceuticals, Inc. (NASDAQ: MGRX), a company focused on developing, marketing, and selling a variety of health and wellness products via a secure telemedicine platf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2026 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2026 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2026 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2026 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission Fil

MangoRx Experiences Initial Success with Newly Launched $99/month All-Inclusive Injectable Testosterone Replacement Therapy (TRT) Treatment Program Month over Month Growth of 336% and 54% Reduction in Customer Acquisition Cost (CAC)

Exhibit 99.1 MangoRx Experiences Initial Success with Newly Launched $99/month All-Inclusive Injectable Testosterone Replacement Therapy (TRT) Treatment Program Month over Month Growth of 336% and 54% Reduction in Customer Acquisition Cost (CAC) DALLAS, TX, FEBRUARY 19, 2026 (GLOBE NEWSWIRE) – Mangoceuticals, Inc. (NASDAQ: MGRX) (the “Company” or “MangoRx”), a company focused on developing, market

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 4, 2026 MANGOCEUTICALS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 4, 2026 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission File

LETTER

January 22, 2026 Jacob Cohen Chairman and Chief Executive Officer Mangoceuticals, Inc.

Mangoceuticals, Inc. 17130 N. Dallas Parkway, Suite 240 Dallas, Texas 75248

Mangoceuticals, Inc. 17130 N. Dallas Parkway, Suite 240 Dallas, Texas 75248 January 26, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Jane Park Re: Mangoceuticals, Inc. Registration Statement on Form S-1, File No. 333-292711 REQUEST FOR ACCELERATION OF EFFECTIV

As filed with the Securities and Exchange Commission on January 23, 2026

As filed with the Securities and Exchange Commission on January 23, 2026 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Mangoceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carr

As filed with the Securities and Exchange Commission on January 13, 2026

As filed with the Securities and Exchange Commission on January 13, 2026 Registration No.

ORDER FORM

Exhibit 10.2 ORDER FORM Cube Contact Mango DAT, LLC Contact Name: Conor Shea Name: Jacob Cohen Email: CC: Email: This Order Form is made and entered into as of the Effective Date provided herein, by and between Cube Operations LLC (“Cube”), and Mango DAT, LLC as provided herein (“Client”) (Cube and Client, each a “Party” and collectively, the “Parties”). This Order Form is issued pursuant to and i

REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK MANGOCEUTICALS, INC.

Exhibit 4.1 REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK MANGOCEUTICALS, INC. Warrant Shares: [●] Initial Exercise Date: December 18, 2025 Issuance Date: December 19, 2025 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the cond

Mangoceuticals, Inc. Announces $2.5 Million Registered Direct and Private Placements Priced at the Market Under Nasdaq Rules

Exhibit 99.1 Mangoceuticals, Inc. Announces $2.5 Million Registered Direct and Private Placements Priced at the Market Under Nasdaq Rules DALLAS, TX, DECEMBER 18, 2025 (GLOBE NEWSWIRE) — Mangoceuticals, Inc. (NASDAQ: MGRX) (the “Company”), a company focused on developing, marketing, and selling a variety of health and wellness products via a secure telemedicine platform under the brands MangoRx an

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2025, between Mangoceuticals, Inc., a Texas corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase A

Mangoceuticals, Inc. 1,430,502 Shares of Common Stock 500,000 Pre-Funded Warrants to Purchase Shares of Common Stock 500,000 Shares of Common Stock Underlying Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-288039 PROSPECTUS SUPPLEMENT (To the Prospectus Dated June 13, 2025) Mangoceuticals, Inc. 1,430,502 Shares of Common Stock 500,000 Pre-Funded Warrants to Purchase Shares of Common Stock 500,000 Shares of Common Stock Underlying Pre-Funded Warrants We are offering 1,430,502 shares of our common stock, par value $0.0001 per share, at a public off

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 18, 2025 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 18, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission Fil

1345 Avenue of the Americas ● New York, New York ● 10105 (212) 813-1010 ● Fax (212) 813-1047 ● Member FINRA, SIPC

Exhibit 10.2 December 18, 2025 PERSONAL AND CONFIDENTIAL Mr. Jacob Cohen, Chief Executive Officer Mangoceuticals, Inc. 17130 N. Dallas Parkway, Suite 240 Dallas, Texas 75248 Re: MGRX | Registered Direct and PIPE Offering | Placement Agent Agreement Dear Mr. Cohen: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as t

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2025, between Mangoceuticals, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and

Master Service Agreement

Exhibit 10.1 Master Service Agreement This Master Service Agreement, including any Order Forms, Schedules and/or Addenda attached hereto (collectively, the “Agreement”), is entered into and effective as of the date of the final signature below (“Effective Date”), by and among Mango DAT, LLC, located at Citi Towers, Suite 2000, 20th Floor, 252 Ponce de Leon Avenue, San Juan, Puerto Rico, 00918 (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 17, 2025 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 17, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission Fil

PIPE COMMON WARRANT TO PURCHASE COMMON STOCK MANGOCEUTICALS, INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Mangoceuticals, Inc. Announces Partnership with The Cube Group to Launch Up To $100 Million Solana-Focused Digital Asset Treasury (DAT) Strategy

Exhibit 99.1 Mangoceuticals, Inc. Announces Partnership with The Cube Group to Launch Up To $100 Million Solana-Focused Digital Asset Treasury (DAT) Strategy MULTI-DAT Framework Drives Diversified Crypto Expansion and Volatility Hedging DALLAS, TX, DECEMBER 19, 2025 (GLOBE NEWSWIRE) — Mangoceuticals, Inc. (NASDAQ: MGRX) (the “Company”), a company focused on developing, marketing, and selling a var

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 4, 2025 MANGOCEUTICALS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 4, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or Other Jurisdiction of Incorporation) (Commission File

PROMISSORY NOTE

Exhibit 10.1 PROMISSORY NOTE $75,000.00 December 4, 2025 NOW THEREFORE FOR VALUE RECEIVED, the undersigned, Mangoceuticals, Inc., a Texas corporation (the “Borrower”), hereby promises to pay to the order of The Tiger Cub Trust (the “Holder”), Seventy Five Thousand Dollars ($75,000) (the “Amount Outstanding”), plus Interest and other amounts thereon and as applicable, as discussed below, in lawful

Mangoceuticals Provides Clarification on Launch of Branded GLP-1 Weight-Management Programs

Exhibit 99.1 Mangoceuticals Provides Clarification on Launch of Branded GLP-1 Weight-Management Programs Dallas, Texas – November 13, 2025 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”) is issuing the following clarification regarding its press release issued earlier this morning titled “Mangoceuticals Partners with Eli Lilly and Novo Nordisk…”. The newly launched Mangoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mango

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 13, 2025 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 13, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 13, 2025 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 13, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Mangoceuticals Partners with Eli Lilly and Novo Nordisk to Deliver Affordable Access to Zepbound and Wegovy for Obesity Management

Exhibit 99.1 Mangoceuticals Partners with Eli Lilly and Novo Nordisk to Deliver Affordable Access to Zepbound and Wegovy for Obesity Management Dallas, Texas – November 13, 2025 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”), a company focused on developing, marketing, and selling a variety of health and wellness products via a secure telemedicine platform under the bran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2025 MANGOCEUTICALS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fi

SVHQ, LLC Mangoceuticals, Inc

Exhibit 10.1 LEASE BETWEEN SVHQ, LLC (“LANDLORD”) and Mangoceuticals, Inc (“TENANT”) LEASE This Lease (this “Lease”) is entered into by and between SVHQ, LLC, a Texas limited liability company (“Landlord”), and MANGOCEUTICALS, INC, a Texas corporation (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”) 1. Basic Lease Information. The key bu

SEPARATION AGREEMENT

Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is entered into between Amanda Hammer (“Employee”) and Mangoceuticals, Inc. and its subsidiaries (collectively the “Employer”). This Agreement shall be effective as of the date described in Section 1. Employee and Employer agree as follows: 1. Termination of Employment Relationship. Employee’s Employment with Employer te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 9, 2025 MANGOCEUTICALS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 9, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.2 MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Mangoceuticals, Inc. 2022 (the “Company”) Equity Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee: Jacob Cohen Address: XXXXXX

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 26, 2025 MANGOCEUTICALS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 26, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

SUBSCRIPTION AGREEMENT MANGOCEUTICALS, INC.

Exhibit 10.1 SUBSCRIPTION AGREEMENT IN MANGOCEUTICALS, INC. A. Subscription. This Agreement has been executed by , a/an (Individual/Corporation/LLC/Trust/Partnership), residing and/or having a principal place of business in (Country/State and City) (“Purchaser”, or “Subscriber”) in connection with the subscription to purchase restricted shares of common stock, $0.0001 par value per share (“Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mangoceuti

Mutual Rescission and Release Agreement dated and effective July 30, 2025, by and between Mangoceuticals, Inc. and Navy Wharf, Ltd.

Exhibit 10.1 MUTUAL RESCISSION AND RELEASE AGREEMENT This Mutual Rescission and Release Agreement (this “Agreement”) dated and effective as of July 30, 2025 (the “Effective Date”), is by and among Mangoceuticals, Inc., a Texas corporation (the “Company”), and Navy Wharf, Ltd., a Turks and Caicos limited company (“Navy Wharf”), each a “Party” and collectively the “Parties”. W I T N E S S E T H: WHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 30, 2025 MANGOCEUTICALS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 30, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Nu

Amended and Restated Convertible Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc., as borrower, and to Tiger Cub Trust, as holder

Exhibit 10.3 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 10, 2025 MANGOCEUTICALS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 10, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Nu

Common Stock Purchase Warrant to purchase 50,000 shares of common stock, issued to Tiger Cub Trust dated July 21, 2025

Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND

Agreement to Amend Promissory Note dated July 21, 2025, by and between Mangoceuticals, Inc. and to Tiger Cub Trust

Exhibit 10.2 AGREEMENT TO AMEND PROMISSORY NOTE This Agreement to Amend to Promissory Note (this “Agreement”), dated and effective July 21, 2025 (the “Effective Date”), amends that certain Promissory Note in the principal amount of $100,000, dated May 2, 2025 (the “Promissory Note”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and The Tiger Cub Trust (the “Holder”, an

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 3, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

Certificate of Designations, Preferences and Rights of 6% Series B Convertible Preferred Stock of Mango & Peaches Corp., filed with the Secretary of State of Texas on July 3, 2025

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF MANGO & PEACHES CORP. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS 6% SERIES B CONVERTIBLE CUMULATIVE PREFERRED STOCK Pursuant to Section 21.155 of the Texas Business Organizations Code (the “TBOC”), Mango & Peaches Corp., a corporation organized and existing under the TBOC (the “Company”), DOES HEREBY CERTIFY that pu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 1, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

June 20, 2025

June 20, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Office of Industrial Applications and Services Re: Mangoceuticals, Inc. Registration Statement on Form S-3 Initially filed on June 13, 2025 File No. 333-288039 Acceleration Request Request Date: Tuesday, June 24, 2025 Request Time: 4:00 p.m. Eastern Time (or as

LETTER

June 20, 2025 Jacob D. Cohen Chief Executive Officer Mangoceuticals, Inc. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 Re: Mangoceuticals, Inc. Registration Statement on Form S-3 Filed June 13, 2025 File No. 333-288039 Dear Jacob D. Cohen: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 June 17, 2025

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 June 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Katherine Bagley Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Filed May 30, 2025 File No. 333-287689 Ladies and Gentlemen: Pursuant to Rule 461 under the Securi

As filed with the Securities and Exchange Commission on June 13, 2025

As filed with the Securities and Exchange Commission on June 13, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Mangoceuticals, Inc.

Form of Debt Indenture

Exhibit 4.3 MANGOCEUTICALS, INC., Issuer AND [●], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2.03 D

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 2, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

LETTER

June 6, 2025 Jacob D. Cohen Chief Executive Officer Mangoceuticals, Inc. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Filed May 30, 2025 File No. 333-287689 Dear Jacob D. Cohen: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests fo

Form of Common Stock Purchase Warrant – Unit Offering (May 2025)

Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND

Common Stock Purchase Warrant to purchase 275,482 shares of common stock, issued to Indigo Capital LP dated May 27, 2025

Exhibit 4.2 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND

Agreement to Amend Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc. and Indigo Capital LP

Exhibit 10.2 AGREEMENT TO AMEND PROMISSORY NOTE This Agreement to Amend to Promissory Note (this “Agreement”), dated and effective May 27, 2025 (the “Effective Date”), amends that certain Promissory Note in the principal amount of $500,000, dated April 15, 2025 (the “Promissory Note”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Indigo Capital LP (the “Holder”, an

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-1 (Form Type) MANGOCEUTICALS, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

Amended and Restated Convertible Promissory Note dated May 27, 2025, by and between Mangoceuticals, Inc., as borrower, and Indigo Capital LP, as holder

Exhibit 10.3 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF C

Form Common Stock Subscription Agreement – Unit Offering (May 2025)

Exhibit 10.1 SUBSCRIPTION AGREEMENT MANGOCEUTICALS, INC. (a Texas corporation) Mangoceuticals, Inc., a Texas corporation (the “Company”), is offering for sale to a limited number of qualified investors up to an aggregate of $2,000,000 (the “Maximum Amount”) in units at $1.65 per unit, each unit consisting of (a) one share of common stock, $0.0001 par value per share (“Common Stock”) of the Company

As filed with the Securities and Exchange Commission on May 30, 2025

As filed with the Securities and Exchange Commission on May 30, 2025 Registration No.

Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and Smokeless Technology Corp.

Exhibit 10.2 MUTUAL RESCISSION AND RELEASE AGREEMENT This Mutual Rescission and Release Agreement (this “Agreement”) dated May 22, 2025 and effective May 22, 2025 (the “Effective Date”), is by and among Mangoceuticals, Inc., a Texas corporation (the “Company”), and Smokeless Technology Corp., an Ontario, Canada corporation (“Smokeless”), each a “Party” and collectively the “Parties”. W I T N E S S

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 22, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

Mutual Rescission and Release Agreement dated May 22, 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and ArcStone Securities and Investments Corp.

Exhibit 10.1 MUTUAL RESCISSION AND RELEASE AGREEMENT This Mutual Rescission and Release Agreement (this “Agreement”) dated May 22, 2025 and effective May 22, 2025 (the “Effective Date”), is by and among Mangoceuticals, Inc., a Texas corporation (the “Company”), and ArcStone Securities and Investments Corp., a Delaware corporation (“ArcStone”), each a “Party” and collectively the “Parties”. W I T N

Mutual Rescission and Release Agreement dated May 22 2025 and effective May 22, 2025, by and between Mangoceuticals, Inc. and Strategem Solutions Inc.

Exhibit 10.3 MUTUAL RESCISSION AND RELEASE AGREEMENT This Mutual Rescission and Release Agreement (this “Agreement”) dated May 22, 2025 and effective May 22, 2025 (the “Effective Date”), is by and among Mangoceuticals, Inc., a Texas corporation (the “Company”), and Strategem Solutions Inc., an Ontario, Canada corporation (“Strategem”), each a “Party” and collectively the “Parties”. W I T N E S S E

Master Distribution Agreement dated May 14, 2025, between PrevenTech Solutions, LLC, as distributor, and Mangoceuticals, Inc., as supplier

Exhibit 10.23 MASTER DISTRIBUTION AGREEMENT This Master Distribution Agreement (this “Agreement”) is made this 14th day of May 2025 (the “Effective Date”), by and between MangoRx IP Holdings, LLC., a Texas limited company and an owner and licensor of intellectual property related to respiratory illness prevention technology (“Supplier”), and PrevenTech Solutions, LLC, a Wyoming Limited Liability C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mangoceut

Promissory Note dated May 2, 2025 in the principal amount of $100,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender

Exhibit 10.1 PROMISSORY NOTE $100,000.00 May 2, 2025 NOW THEREFORE FOR VALUE RECEIVED, the undersigned, Mangoceuticals, Inc., a Texas corporation (the “Borrower”), hereby promises to pay to the order of The Tiger Cub Trust (the “Holder”), One Hundred Thousand Dollars ($100,000) (the “Amount Outstanding”), plus Interest and other amounts thereon and as applicable, as discussed below, in lawful mone

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Consulting Agreement dated April 24, 2025, between Mangoceuticals, Inc. and Strategem Solutions, Inc.

Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made this 24th day of April, 2025 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Strategem Solutions Inc., an Ontario corporation (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 24, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Intellectual Property Purchase Agreement dated April 24, 2025, by and between Mangoceuticals, Inc., as purchaser and Smokeless Technology Corp., as seller

Exhibit 10.1 INTELLECTUAL PROPERTY PURCHASE AGREEMENT This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 24th of April 2025 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Smokeless Technology Corp., an Ontario company,

First Amendment to Amended and Restated Executive Employment Agreement dated April 24, 2025 and effective April 1, 2025, by and between Mangoceuticals, Inc. and Jacob Cohen

Exhibit 10.3 FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (this “Amendment”), dated this 24th day of April 2025 and effective as of April 1, 2025 (the “Effective Date”), amends that certain Amended and Restated Executive Employment Agreement dated December 13, 2024 (as amended, the “Employment Agreement”),

Mangoceuticals Announces Strategic Entry into High Growth Pouch Industry Through Acquisition of Smokeless Technology IP and Appointment of Tim Corkum Ex Philip Morris Executive to Lead High Growth Pouch Division

Exhibit 99.1 Mangoceuticals Announces Strategic Entry into High Growth Pouch Industry Through Acquisition of Smokeless Technology IP and Appointment of Tim Corkum Ex Philip Morris Executive to Lead High Growth Pouch Division DALLAS, TX – April 25, 2025 – Mangoceuticals Inc. (NASDAQ: MGRX) (“Mangoceuticals” or “MGRX”), a company focused on developing, marketing, and selling a variety of health and

Form of Securities Purchase Agreement dated April 11, 2025, relating to the sale of 100 shares of Series B Convertible Preferred Stock

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2025 between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectiv

Promissory Note dated April 15, 2025, evidencing $500,000 owed by Mangoceuticals, Inc. to Indigo Capital LP

Exhibit 10.2 PROMISSORY NOTE $500,000 April 15, 2025 NOW THEREFORE FOR VALUE RECEIVED, the undersigned, Mangoceuticals, Inc., a Texas corporation (the “Borrower”), hereby promises to pay to the order of (the “Holder”), Five Hundred Thousand Dollars ($500,000) (the “Amount Outstanding”), plus Interest and other amounts thereon and as applicable, as discussed below, in lawful money of the United Sta

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 10, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 28, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 28, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) Mangoceuticals, Inc.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 25, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Mangoceuticals Expands into $33 Billion Addressable Diabetes Market Through its Exclusive Rights to Market and Sell Patented and Clinically Proven Diabetinol® in the USA and Canada Diabetinol® is a clinically supported and patented plant-based nutrac

Exhibit 99.1 Mangoceuticals Expands into $33 Billion Addressable Diabetes Market Through its Exclusive Rights to Market and Sell Patented and Clinically Proven Diabetinol® in the USA and Canada Diabetinol® is a clinically supported and patented plant-based nutraceutical product targeting the pre-diabetic and weight loss marketplace DALLAS, TX – March 25, 2025 – Mangoceuticals, Inc. (NASDAQ: MGRX)

Master Distribution Agreement dated March 24, 2025, between Navy Wharf, Ltd, as supplier, and Mangoceuticals, Inc., as distributor

Exhibit 10.1 MASTER DISTRIBUTION AGREEMENT This Master Distribution Agreement (this “Agreement”) is made this 24th day of March 2025 (the “Effective Date”), by and between Navy Wharf, Ltd., a Turks and Caicos limited company and a licensor of intellectual property surrounding a composition and natural formula for a nutraceutical product to manage blood glucose and HbA1c levels to be marketed and s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 20, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Mangoceuticals, Inc. Policy on Insider Trading

Exhibit 19.1 MANGOCEUTICALS, INC. POLICY ON INSIDER TRADING As Adopted by the Board of Directors on March 14, 2025 This Policy on Insider Trading has been adopted by Mangoceuticals, Inc., and supersedes prior policy statements on this subject. It applies to all employees, consultants, directors, and officers of the Company and subsidiaries. Mangoceuticals, Inc. (the “Company”) has adopted this Pol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41615 Mangoceuticals, Inc. (Exact name of registrant as specifi

Subsidiaries

Exhibit 21.1 Subsidiaries Mango and Peaches Corp., a company incorporated under the laws of Texas, which is 100% owned by Mangoceuticals, Inc. ● MangoRx Mexico S.A. de C.V., a Mexican Stock Company, is 98% owned by Mango and Peaches Corp. ● MangoRx UK Limited, a company incorporated under the laws of the United Kingdom, which is 100% owned by Mangoceuticals, Inc. is 100% owned by Mango and Peaches

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 17, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 2025

Exhibit 3.3 Form 426 Resolution Relating to a Series of Shares This space reserved for office use. (Revised 05/11) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $15 Entity Information The name of the corporation is: Mangoceuticals, Inc. State the name of the entity as currently shown in the records of the secretary of sta

Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan

Exhibit 10.1 SECOND AMENDMENT TO MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN This Second Amendment (“Second Amendment”) to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), is made and adopted by the Board of Directors of Mangoceuticals, Inc., a Texas corporation (the “Company”), on February 15, 2025, effective as of the date approved by stockholders of the Company at a du

Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan

Exhibit 10.2 MANGOCEUTICALS, INC. SECOND AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN Originally Adopted by the Board of Directors on: August 31, 2022 Approved and Ratified by the Stockholders on: August 31, 2022 Amended by the Board of Directors on February 26, 2024 and the Stockholders on March 25, 2024 Amended by the Board of Directors on February 15, 2025 and the Stockholders on March 17, 2

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 14, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

February 19, 2025, Consulting Agreement between Mangoceuticals, Inc. and 6330 Investment & Consulting Gmbh

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made this 19th day of February 2025 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and 6330 Investment & Consulting Gmbh, a Switzerland limited company (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

February 11, 2025, Letter Amending April 24, 2024 Patent Purchase Agreement, between Mangoceuticals, Inc. and Intramont Technologies

Exhibit 10.1 INTRAMONT TECHNOLOGIES, INC. February 11, 2025 Mangoceuticals, Inc. Attn: Jacob Cohen 15110 Dallas Parkway, Suite 600 Dallas, TX 75248 RE: Payments to Intramont Technologies per Patent Purchase Agreement Dear Mr. Cohen, Reference is hereby made to Mangoceuticals, Inc’s payment obligations pursuant to Section 3.1(b) of the Patent Purchase Agreement entered into and effective on April 2

Mangoceuticals Advances Antiviral Research on its Patented Respiratory Illness Prevention Technology With New Study Targeting Avian Flu in Poultry Using a Non-Invasive, Non-Pharmaceutical Water-Based Solution

Exhibit 99.1 Mangoceuticals Advances Antiviral Research on its Patented Respiratory Illness Prevention Technology With New Study Targeting Avian Flu in Poultry Using a Non-Invasive, Non-Pharmaceutical Water-Based Solution Dallas, Texas, February 12, 2025 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”), a company focused on developing, marketing, and selling a variety of i

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 12, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 7, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

Mangoceuticals, Inc. 2,000,953 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278888 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 9, 2024) Mangoceuticals, Inc. 2,000,953 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated May 9, 2024 (as amended and supplemented, the “Prospectus”), which forms a part of Mangoceuticals, Inc.’s (the “Company’s”, “our”) Registratio

Mangoceuticals, Inc. 1,077,778 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281617 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated September 5, 2024) Mangoceuticals, Inc. 1,077,778 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated September 5, 2024 (as amended and supplemented, the “Prospectus”), which forms a part of Mangoceuticals, Inc.’s (the “Company’s”, “our”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2025 MANGOCEUTICALS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

First Amendment to Employment Agreement dated February 6, 2025, between Mangoceuticals, Inc. and Amanda Hammer

Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”), dated and effective as of the last signature date on the signature page hereof, below (except as otherwise provided below)(the “Effective Date”), amends that certain Employment Agreement dated May 1, 2023 (the “Employment Agreement”)1, by and between Mangoceuticals, Inc., a corpora

Form Common Stock Subscription Agreement (February 2025)

Exhibit 10.1 SUBSCRIPTION AGREEMENT IN MANGOCEUTICALS, INC. A. Subscription. This Agreement has been executed by , a/an, (Individual/Corporation/LLC/Trust/Partnership) residing and/or having a principal place of business in (Country/State and City) (“Purchaser”, or “Subscriber”) in connection with the subscription to purchase restricted shares of common stock, $0.0001 par value per share (“Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 27, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

LT Global Practice Management Service Agreement dated January 28, 2025, between Mangoceuticals, Inc. and LT Global Practice Management

Exhibit 10.6 LT GLOBAL PRACTICE MANAGEMENT SERVICE AGREEMENT THIS SERVICE AGREEMENT (“Agreement”) is made and entered into this 28th day of January 2025 by and between LT Global Practice Management (“LT Global Practice Management” or the “Contractor”) of 3400 Welborn Street, #226, Dallas, TX 75219 and Mango & Peaches Corp. (“Client”) of 15110 N. Dallas Pkwy, Suite 600, Dallas, Texas 75248; collect

Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (MSA)

Exhibit 10.4 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT This Assignment, Assumption and Novation Agreement (this “Assignment”) is made and entered into this 30th day of January 2025, and effective as of January 1, 2025 (the “Effective Date”), by and among Mangoceuticals, Inc., a Texas corporation (“Assignor”), Mango & Peaches Corp., a Texas corporation (“Assignee”), and Epiq Scripts, LLC, a Tex

August 27, 2024, Payment Plan Letter Agreement between Mangoceuticals, Inc. and Barstool Sports, Inc. relating to $516,250 of outstanding debt

Exhibit 10.1 Via Email August 27, 2024 Mangoceuticals Inc. d/b/a MangoRX (“Debtor” “you” or “your”) Re: Your Outstanding Debt of $516,250 to Barstool Sports. Inc. (“Barstool” “we” “us” “our”) under its Advertising Agreement with you (the “Agreement”) Dear Debtor, As discussed, this letter (this “Letter”), when signed by you, will set forth your agreement with respect to the following, for good and

January 10, 2025, Debt Purchase Agreement, between MAAB Global and Barstool Sports Inc.

Exhibit 10.2 DEBT PURCHASE AGREEMENT This Debt Purchase Agreement (this “Agreement”) is entered into effective as of January 10, 2025 (the “Effective Date”), by and between MAAB Global, Ltd., and Bruce Bent, an individual (collectively, “Purchaser”), on the one hand, and Barstool Sports Inc., a Delaware corporation (“Creditor”), on the other hand. Purchaser and Creditor (each, a “Party” and, toget

Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (Consulting Agreement)

Exhibit 10.5 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT This Assignment, Assumption and Novation Agreement (this “Assignment”) is made and entered into this 30th day of January 2025, and effective as of January 1, 2025 (the “Effective Date”), by and among Mangoceuticals, Inc., a Texas corporation (“Assignor”), Mango & Peaches Corp., a Texas corporation (“Assignee”), and Epiq Scripts, LLC, a Tex

First Amendment to Payment Plan Letter Agreement between Mangoceuticals, Inc. and MAAB Global, dated January 27, 2025

Exhibit 10.3 FIRST AMENDMENT TO PAYMENT PLAN LETTER AGREEMENT This First Amendment to Payment Plan Letter Agreement (this “Amendment”), dated and effective January 27, 2025 (the “Effective Date”), amends that certain Payment Plan Letter Agreement dated August 27, 2024, evidencing amounts owed by Mangoceuticals, Inc., a Texas corporation (the “Company”) to Barstool Sports, Inc. (the “Letter Agreeme

Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor

Exhibit 10.7 MASTER DISTRIBUTION AGREEMENT This Master Distribution Agreement (“Agreement”) is made this 30th day of January 2025 (the “Effective Date”), between Propre Energie Inc., a Quebec Corporation and a licensor of intellectual property that manufactures and produces various plant-based, non-retinol skin brightening products marketed and sold under the brand Dermytol® (“Supplier”, and Mango

Consulting Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Antonios Isaac

Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made as of this 15th day of January 2025 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Antonios Isaac, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).

Debt Conversion Agreement dated January 15, 2025, between Mangoceuticals, Inc. and Mill End Capital Ltd.

Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (this “Agreement”) dated and effective January 15, 2025 (the “Effective Date”), is by and between, Mangoceuticals, Inc., a Texas corporation (the “Company”), and Mill End Capital Ltd., a British Virgin Islands limited company (the “Creditor”), each a “Party” and collectively the “Parties”. W I T N E S S E T H: WHEREAS, as of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 15, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2025 MANGOCEUTICALS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2025 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

Certificate of Designations of Mango & Peaches Corp., Establishing the Designations, Preferences, Limitations, and Relative Rights of Its Series A Super Majority Voting Preferred Stock, filed with the Secretary of State of Texas on January 9, 2025

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF MANGO & PEACHES CORP. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF ITS SERIES A SUPER MAJORITY VOTING PREFERRED STOCK Pursuant to Section 21.155 of the Texas Business Organizations Code (the “TBOC”), Mango & Peaches Corp., a corporation organized and existing under the TBOC (the “Company”), DOES HEREBY CERTIFY that pursu

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 31, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 18, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Form of Common Share Purchase Warrant between Mangoceuticals, Inc. and the holders thereof (December 2024/January 2025 Offering)(Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Mangoceuticals, Inc. with the Securities and Exchange Commission on December 26, 2024, and incorporated by reference herein)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement relating to the sale of 1,650,000 shares of Series B Convertible Preferred Stock and Warrants to Purchase 1,650,000 shares of Common Stock, between Mangoceuticals, Inc. (December 2024/January 2025 Offering)(Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Mangoceuticals, Inc. with the Securities and Exchange Commission on December 26, 2024, and incorporated by reference herein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December [ ], 2024, between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and coll

Parent Subsidiary Contribution Agreement dated December 13, 2024, by and between Mangoceuticals, Inc. and Mango & Peaches Corp.

Exhibit 10.2 PARENT SUBSIDIARY CONTRIBUTION AGREEMENT This Parent Subsidiary Contribution Agreement (this “Contribution Agreement”) dated December 13th , 2024 and effective as of the Effective Time (as defined in Section 11), is entered into by and between Mangoceuticals, Inc., a Texas corporation (“Parent”), and Mango & Peaches Corp., a Texas corporation and wholly-owned subsidiary of Parent (“Su

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Completion of Acquisition or Disposition of Assets, Other Events, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 13, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Amended and Restated Executive Employment Agreement dated December 13, 2024 and effective December 1, 2024, by and between Mangoceuticals, Inc. and Jacob Cohen

Exhibit 10.3 MANGOCEUTICALS, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT JACOB COHEN CHIEF EXECUTIVE OFFICER TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. Definitions. 1 ARTICLE II. EMPLOYMENT; TERM; DUTIES 3 2.1. Employment. 3 2.2. Duties and Responsibilities. 3 2.3. Covenants of Executive. 3 ARTICLE III. COMPENSATION AND OTHER BENEFITS 4 3.1. Base Salary. 4 3.2. Equity grant. 4 3.

Bylaws of Mango & Peaches, Inc.

Exhibit 3.2 BYLAWS OF MANGO & PEACHES CORP. a Texas corporation Adopted December 10, 2024 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. Definitions. 1 1.2. Offices. 1 ARTICLE II. OFFICES 1 2.1. Principal Office. 1 2.2. Registered Office. 1 2.3. Other Offices. 2 ARTICLE III. MEETINGS OF STOCKHOLDERS 2 3.1. Annual Meetings. 2 3.2. Special Meetings. 2 3.3. Place of Meetings. 3 3.4. Notice of Meetin

Patent Purchase Agreement dated December 13, 2024, by and between Mangoceuticals, Inc., as purchaser and Greenfield Investments, Ltd, as seller

Exhibit 10.1 PATENT PURCHASE AGREEMENT This PATENT PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 13th day of December 2024 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Greenfield Investments, Ltd, a Turks and Caicos limited company, with a

Note Purchase Agreement dated December 13, 2024, by and between Cohen Enterprises, Inc., and Mill End Capital Ltd.

Exhibit 10.4 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is entered into effective as of December 13, 2024 (the “Effective Date”), by and between Mill End Capital Ltd., a British Virgin Islands limited company (“Purchaser”), and Cohen Enterprises, Inc., a Texas corporation (“Note Holder”). Purchaser and Note Holder (each, a “Party” and, together, the “Parties”) agree as

Mangoceuticals, Inc. Completes Acquisition of Mushroom-Based Wellness and Innovations Patent

Exhibit 99.1 Mangoceuticals, Inc. Completes Acquisition of Mushroom-Based Wellness and Innovations Patent Dallas, TX / December 19, 2024 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling men’s health and wellness products via a secure telemedicine platform, today announced the acquisition of patent number WO 2023/086647 PCT/

Certificate of Formation of Mango & Peaches, Inc., as filed with the Secretary of State of Texas on December 10, 2024

Exhibit 3.1 Form 201 (Revised 12/21) Certificate of Formation For-Profit Corporation This space reserved for office use. Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 Filing Fee: $300 Article 1 – Entity Name and Type The filing entity being formed is a for-profit corporation. The name of the entity is: Mango & Peaches Corp. The name must contain the w

Service Agreement dated December 2, 2024, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc.

Exhibit 10.1 Greentree Financial Group, Inc. FL Office 7951 SW 6th St., Ste. 216 Plantation, Florida 33324 Tel: 954-424-2345 Fax:954-424-2230 NC Office 19720 Jetton Road, 3rd Floor Cornelius, NC 28301 Tel: 704-892-8733 Fax:704-892-6487 December 2, 2024 PERSONAL AND CONFIDENTIAL Mangoceuticals, Inc. 15110 Dallas Parkway, Suite 600 Dallas, Texas 75248 Attn: Jacob D. Cohen – Chief Executive Officer D

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 2, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mango

Consulting Agreement dated November 11, 2024, and effective October 1, 2024, by and between Mangoceuticals, Inc. and Eugene M. Johnston

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made as of this 11th day of November, 2024 with an effective date of October 1st, 2024 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Eugene Johnston, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and col

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 11, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Mangoceuticals, Inc. Regains Full Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Mangoceuticals, Inc. Regains Full Compliance with Nasdaq Minimum Bid Price Requirement Dallas, Texas / October 31, 2024 — Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling men’s health and wellness products via a secure telemedicine platform, today announced that the Company received a letter on October 30, 2024 f

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 30, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 18, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

MangoRx Announces Formation of Strategy and Alternatives Committee

Exhibit 99.1 MangoRx Announces Formation of Strategy and Alternatives Committee Dallas, Texas / October 22, 2024 — Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling men’s health and wellness products via a secure telemedicine platform, today announced that its Board of Directors has initiated a process to evaluate potential st

$150,000 Promissory Note issued by Mangoceuticals, Inc. in favor of Cohen Enterprises, Inc.

Exhibit 10.1 PROMISSORY NOTE $150,000 October 18, 2024 NOW THEREFORE FOR VALUE RECEIVED, the undersigned, Mangoceuticals, Inc., a Texas corporation (the “Borrower”), hereby promises to pay to the order of Cohen Enterprises, Inc. (the “Holder”), One Hundred and Fifty Thousand Dollars ($150,000) (the “Principal”), plus Interest thereon and as applicable, as discussed below, in lawful money of the Un

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 18, 2024 MANGOCEUTICALS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 18, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 21, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

MangoRx Responds to and Refutes Recent Claims Made by Eli Lilly

Exhibit 99.1 MangoRx Responds to and Refutes Recent Claims Made by Eli Lilly Dallas, Texas / October 21, 2024 —Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling men’s health and wellness products via a secure telemedicine platform learned earlier this morning that Eli Lilly has made certain public claims alleging, and has stat

Certificate of Amendment to Certificate of Formation, as amended and restated of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 8, 2024

Exhibit 3.1

MANGOCEUTICALS, INC. ANNOUNCES 1-FOR 15 REVERSE STOCK SPLIT AS PART OF NASDAQ COMPLIANCE PLAN

Exhibit 99.1 MANGOCEUTICALS, INC. ANNOUNCES 1-FOR 15 REVERSE STOCK SPLIT AS PART OF NASDAQ COMPLIANCE PLAN DALLAS, TX, October 11, 2024 — Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling a variety of men’s health and wellness products in the area of erectile dysfunction (ED), hair growth, weight loss, and hormone replacement

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 3, 2024 MANGOCEUTICALS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 3, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

MangoRx Introduces Oral Tirzepatide GLP-1 Receptor Agonist for Advanced Weight Loss Solutions

Exhibit 99.1 MangoRx Introduces Oral Tirzepatide GLP-1 Receptor Agonist for Advanced Weight Loss Solutions Dallas, Texas / October 3, 2024 —Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling men’s health and wellness products via a secure telemedicine platform, announces the release of its latest innovation, “TRIM,” a compounde

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 15, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

MangoRx Addresses $49.3 Billion Global GLP-1 Market With Launch of Oral Semaglutide for Advanced Weight Loss Treatment MangoRx aims to capitalize on growing demand for GLP-1 treatments to drive revenue growth and expand market share in the weight los

Exhibit 99.1 MangoRx Addresses $49.3 Billion Global GLP-1 Market With Launch of Oral Semaglutide for Advanced Weight Loss Treatment MangoRx aims to capitalize on growing demand for GLP-1 treatments to drive revenue growth and expand market share in the weight loss category Dallas, Texas / October 1, 2024 — Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on devel

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 26, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fi

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 September 3, 2024

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 September 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Filed August 16, 2024 File No. 333-281617 Ladies and Gentlemen: Pursuant to Rule 461 under the Secur

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 August 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Re: Mangoceuticals, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Post-Effective Amendment”) File No. 333-278888 Request for Wit

LETTER

August 29, 2024 Jacob Cohen Chief Executive Officer Mangoceuticals, Inc. 15110 N. Dallas Parkway , Suite 600 Dallas, TX 75248 Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Filed August 16, 2024 File No. 333-281617 Dear Jacob Cohen: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for

MGRX / Mangoceuticals, Inc. / Cohen Jacob D. Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* MANGOCEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 56270V106 (CUSIP Number) Jacob D. Cohen 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 (214) 242-9619 (Name

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 22, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on August 16, 2024

As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on June 27, 2024

Exhibit 3.5

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mangoceuticals, Inc.

MangoRx Reports 1,685% Increase in Shareholders’ Equity From December 31, 2023, to $13.8MM, and 56% Increase in Year-Over-Year Revenue for First Half of 2024

Exhibit 99.1 MangoRx Reports 1,685% Increase in Shareholders’ Equity From December 31, 2023, to $13.8MM, and 56% Increase in Year-Over-Year Revenue for First Half of 2024 Dallas, Texas, August 15, 2024 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling a variety of men’s health and wellness products in the area of erectile dy

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 14, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mangoceuti

As filed with the Securities and Exchange Commission on July 26, 2024

As filed with the Securities and Exchange Commission on July 26, 2024 Registration No.

MangoRx Announces Strategic Partnership for Expansion into Asia Pacific and Key Emerging Markets

Exhibit 99.1 MangoRx Announces Strategic Partnership for Expansion into Asia Pacific and Key Emerging Markets DALLAS, TEXAS / July 11, 2024 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling a variety of men’s health and wellness products in the areas of erectile dysfunction (ED), hair growth, weight loss, and hormone replace

Master Distribution Agreement dated July 2, 2024 and entered into on July 9, 2024, by and between Mangoceuticals, Inc. and ISFLST, Inc. (ISFLST)

Exhibit 10.1 MASTER DISTRIBUTION AGREEMENT This Distribution Agreement (“Agreement”) is made this 2nd day of July (the “Effective Date”), between ISFLST, Inc, a Delaware corporation (“Distributor”) and Mangoceuticals, Inc., a Texas corporation (“Supplier”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS WHEREAS, Supplier is the owne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2024 MANGOCEUTICALS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on June 27, 2024 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 2, 2024, and incorporated by reference herein)

Exhibit 3.2 MANGOCEUTICALS, INC. CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS of SERIES B CONVERTIBLE PREFERRED STOCK OF MANGOCEUTICALS, INC. Pursuant to Sections 21.155 and 21.364(g) of the Texas Business Organizations Code Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby certifies that the following resolution was adopted by (a) the Board of Di

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 26, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Common Share Purchase Warrant dated June 28, 2024 (1,000,000 shares), granted to Platinum Point Capital LLC

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Omnibus Amendment Agreement No. 1 dated June 27, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC

Exhibit 10.2 OMNIBUS AMENDMENT AGREEMENT NO. 1 This Omnibus Amendment Agreement No. 1 (this “Amendment”), dated and effective as of June 27, 2024, by and between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and Platinum Point Capital LLC (including its successors and assigns, the “Purchaser”). WHEREAS: A. The C

Common Share Purchase Warrant dated June 28, 2024 (500,000 shares), granted to Platinum Point Capital LLC

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 17, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Nu

MGRX / Mangoceuticals, Inc. / Cohen Jacob D. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* MANGOCEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 56270V106 (CUSIP Number) Jacob D. Cohen 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 (214) 242-9619 (Name, Address and Telephone Nu

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41615 Mangoceut

As filed with the Securities and Exchange Commission on May 14, 2024

As filed with the Securities and Exchange Commission on May 14, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) Mangoceuticals, Inc.

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 May 7, 2024

MANGOCEUTICALS, INC. 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 May 7, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Juan Grana Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Initially filed April 23, 2024, as amended File No. 333-278888 Ladies and Gentlemen: Pursuant to Rule 461

As filed with the Securities and Exchange Commission on May 6, 2024

As filed with the Securities and Exchange Commission on May 6, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 2024

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF MANGOCEUTICALS, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS 6% SERIES C CONVERTIBLE CUMULATIVE PREFERRED STOCK Pursuant to Section 21.155 of the Texas Business Organizations Code (the “TBOC”), Mangoceuticals, Inc., a corporation organized and existing under the TBOC (the “Company”), DOES HEREBY CERTIFY that purs

Mangoceuticals Granted 180-Day Extension to Meet Nasdaq Minimum Bid Price Requirement and Conditional Approval of Compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement

Exhibit 99.1 Mangoceuticals Granted 180-Day Extension to Meet Nasdaq Minimum Bid Price Requirement and Conditional Approval of Compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement Dallas, Texas / May 2, 2024 / Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling a variety of men’s health and wellness products in the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 29, 2024 MANGOCEUTICALS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 29, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

LETTER

United States securities and exchange commission logo April 30, 2024 Jacob D. Cohen Chief Executive Officer Mangoceuticals, Inc. 15110 N. Dallas Parkway, Suite 600 Dallas, TX 75248 Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Filed April 23, 2024 File No. 333-278888 Dear Jacob D. Cohen: This is to advise you that we have not reviewed and will not review your registration statement.

Mangoceuticals Acquires Global Patent Portfolio to Revolutionize Preventive Care Provides MangoRx with entrance into the non-Rx based, nutraceutical product space for sales on both direct-to-consumer online platforms and through retail locations

Exhibit 99.1 Mangoceuticals Acquires Global Patent Portfolio to Revolutionize Preventive Care Provides MangoRx with entrance into the non-Rx based, nutraceutical product space for sales on both direct-to-consumer online platforms and through retail locations Dallas, Texas / April 25, 2024 / Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing

Patent Purchase Agreement dated April 24, 2024, by and between Mangoceuticals, Inc., as purchaser and Intramont Technologies, Inc., as seller

Exhibit 10.1 PATENT PURCHASE AGREEMENT This PATENT PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 24th day of April 2024 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Intramont Technologies, Inc., a New Jersey corporation, with a place of bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 19, 2024 MANGOCEUTICALS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 19, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 2024

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF MANGOCEUTICALS, INC. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS 6% SERIES C CONVERTIBLE CUMULATIVE PREFERRED STOCK Pursuant to Section 21.155 of the Texas Business Organizations Code (the “TBOC”), Mangoceuticals, Inc., a corporation organized and existing under the TBOC (the “Company”), DOES HEREBY CERTIFY that purs

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mangoceuticals, Inc.

As filed with the Securities and Exchange Commission on April 23, 2024

As filed with the Securities and Exchange Commission on April 23, 2024 Registration No.

Registration Rights Agreement (ELOC), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 4, 2024, between Mangoceuticals, Inc. (the “Company”), a corporation organized under the laws of the State of Texas, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made

Equity Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC

Exhibit 10.2 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 4, 2024 (the “Execution Date”), by and between Mangoceuticals, Inc., a corporation organized under the laws of the State of Texas (the “Company”), and Platinum Point Capital LLC, a Nevada limited liability company (the “Investor”). RECITALS WHEREAS, the parties desire that, upon the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 5, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File Nu

Registration Rights Agreement (SPA), dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 4, 2024, between Mangoceuticals, Inc. (the “Company”), a corporation organized under the laws of the State of Texas, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made

Securities Purchase Agreement dated April 4, 2024, entered into between Mangoceuticals, Inc. and Platinum Point Capital LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2024, between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectiv

Common Share Purchase Warrant dated April 4, 2024 (3,300,000 shares), granted to Platinum Point Capital LLC

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Exhibit 4.5

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the common stock of Mangoceuticals, Inc., a Texas corporation (“Mango” or the “Company”), which common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company’s common stock is reg

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 2024

Exhibit 3.3 Series B Certificate of Designations CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS of SERIES B CONVERTIBLE PREFERRED STOCK OF Mangoceuticals, Inc. Mangoceuticals, Inc., a corporation organized and existing under the laws of the State of Texas (the “Corporation” or “Company”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41615 Mangoceuticals, Inc. (Exact name of registrant as specifi

Subsidiaries

Exhibit 21.1 Subsidiaries MangoRx Mexico, a Mexican Stock Company, which is 98% owned by Mangoceuticals, Inc. MangoRx UK Limited, a company incorporated under the laws of the United Kingdom, which is 100% owned by Mangoceuticals, Inc.

Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan

Exhibit 10.2 MANGOCEUTICALS, INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN Originally Adopted by the Board of Directors on: August 31, 2022 Approved and Ratified by the Stockholders on: August 31, 2022 Amended by the Board of Directors on February 26, 2024 and the Stockholders on March 25, 2024 1. GENERAL. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 25, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File N

First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan

Exhibit 10.1 FIRST AMENDMENT TO MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN This First Amendment (“First Amendment”) to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), is made and adopted by the Board of Directors of Mangoceuticals, Inc., a Texas corporation (the “Company”), on February 26, 2024 effective as of the date approved by stockholders of the Company at a duly c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 24, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on January 22, 2024

Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING DECEMBER 14, 2023 (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 18, 2024 MANGOCEUTICALS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 18, 2024 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission File

MGRX / Mangoceuticals, Inc. / Cohen Jacob D. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* MANGOCEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 56270V106 (CUSIP Number) Jacob D. Cohen 15110 N. Dallas Parkway, Suite 600 Dallas, Texas 75248 (214) 242-9619 (Name, Address and Telephone Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 28, 2023 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Mangoceuticals, Inc. 2022 Equity Incentive Plan Stock Option Agreement dated December 28, 2023 - Jacob Cohen - 1,250,000 shares

Exhibit 10.2 Option Number 004 MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Mangoceuticals, Inc. 2022 (the “Company”) Equity Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee: Jacob Coh

Common Stock Purchase Warrant issued by Mangoceuticals, Inc. to Boustead Securities, LLC on December 19, 2023

Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING DECEMBER 14, 2023 (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 15, 2023 MANGOCEUTICALS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 15, 2023 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

Underwriting Agreement, dated December 15, 2023, between Mangoceuticals, Inc. and Boustead Securities, LLC

Exhibit 1.1 UNDERWRITING AGREEMENT December 15, 2023 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to

Mangoceuticals, Inc. Announces Pricing of $1,200,000 Public Offering

Exhibit 99.1 Mangoceuticals, Inc. Announces Pricing of $1,200,000 Public Offering Mangoceuticals, Inc. Dallas, Texas, Dec. 15, 2023 (GLOBE NEWSWIRE) — Mangoceuticals, Inc. (Nasdaq: MGRX) (“MangoRx” or the “Company”), a company focused on developing, marketing, and selling a variety of men’s health and wellness products via a secure telemedicine platform, including its uniquely formulated hair grow

As filed with the Securities and Exchange Commission on December 18, 2023.

As filed with the Securities and Exchange Commission on December 18, 2023. Registration No. 333-275993 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mangoceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Texas 8099 87-3841292 (State or Other Jurisdiction

As filed with the Securities and Exchange Commission on December 15, 2023.

As filed with the Securities and Exchange Commission on December 15, 2023. Registration No. 333-275993 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mangoceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Texas 8099 87-3841292 (State or Other Jurisdiction

As filed with the Securities and Exchange Commission on December 12, 2023.

As filed with the Securities and Exchange Commission on December 12, 2023. Registration No. 333-275993 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mangoceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Texas 8099 87-3841292 (State or Other Jurisdiction of Incorporati

As filed with the Securities and Exchange Commission on December 11, 2023.

As filed with the Securities and Exchange Commission on December 11, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mangoceuticals, Inc. (Exact Name of Registrant as Specified in Its Charter) Texas 8099 87-3841292 (State or Other Jurisdiction of Incorporation or Organization) (Prim

Advisor Agreement dated November 1, 2023, between Mangoceuticals, Inc. and Dr. Douglas Christianson

Exhibit 10.43 ADVISOR AGREEMENT This Advisor Agreement (the “Agreement”) is made as of this 1st day of November 2023 by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Dr. Douglas Christianson, ND, an individual (“Advisor”) (each a “Party” and collectively the “Parties”). 1. Engagement. 1.1 Advisory Board. For the term of this Agreement, the Advisor shall serve as a memb

Subsidiaries

Exhibit 21.1 Subsidiaries MangoRx Mexico, a Mexican Stock Company, which is 98% owned by Mangoceuticals, Inc. MangoRx UK Limited, a company incorporated under the laws of the United Kingdom, which is 100% owned by Mangoceuticals, Inc.

Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated November 1, 2023 between Mangoceuticals, Inc. and Dr. Douglas Christianson

Exhibit 10.44 MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the Mangoceuticals, Inc. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”). Grantee Name: Dr. Douglas Christi

Form of Representative’s Warrant

Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): (A

Marketing Agreement dated December 10, 2023, by and between Mangoceuticals, Inc. and Marius Pharmaceuticals

Exhibit 10.1 MARKETING AGREEMENT This Marketing Agreement (this “Agreement”), dated as of December 10, 2023 (the “Effective Date”), is by and between Marius Pharmaceuticals with its principal place of business at 2301 Sugar Bush Rd, Suite 510, Raleigh, NC 27612 (“Marius”) and Mangoceuticals, Inc. d/b/a MangoRx, with offices located at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (the “MangoRx

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 10, 2023 MANGOCEUTICALS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 10, 2023 MANGOCEUTICALS, INC. (Exact name of registrant as specified in its charter) Texas 001-41615 87-3841292 (State or other jurisdiction of incorporation) (Commission Fil

December 11, 2023

December 11, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Office of Industrial Applications and Services Re: Mangoceuticals, Inc. Registration Statement on Form S-1 File No. 333-[] Acceleration Request Request Date: Thursday, December 14, 2023 Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicab

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mangoceuticals, Inc.

December 11, 2023

December 11, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Office of Industrial Applications and Services Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Initially filed on December 11, 2023 File No. 333-275993 Ladies and Gentlemen: Pursuant to Rule 477(a) of the Securities Act of 1933, as amended (the “

December 11, 2023

December 11, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Office of Industrial Applications and Services Re: Mangoceuticals, Inc. Registration Statement on Form S-1 Initially filed on December 11, 2023 File No. 333-275993 Acceleration Request Request Date: Thursday, December 14, 2023 Request Time: 4:30 p.m. Eastern

[Signature page follows] Very truly yours,

December 11, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Office of Industrial Applications and Services Re: Mangoceuticals, Inc. Registration Statement on Form S-1 File No. 333-275993 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT , 202 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (in

LETTER

United States securities and exchange commission logo November 30, 2023 Jacob D. Cohen Chief Executive Officer Mangoceuticals, Inc. 15110 N. Dallas Parkway, Suite 600 Dallas, TX 75248 Re: Mangoceuticals, Inc. Draft Registration Statement on Form S-1 Submitted November 24, 2023 CIK No. 0001938046 Dear Jacob D. Cohen: This is to advise you that we do not intend to review your registration statement.

ADVISOR AGREEMENT

Exhibit 10.43 ADVISOR AGREEMENT This Advisor Agreement (the “Agreement”) is made as of this 1st day of November 2023 by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Dr. Douglas Christianson, ND, an individual (“Advisor”) (each a “Party” and collectively the “Parties”). 1. Engagement. 1.1 Advisory Board. For the term of this Agreement, the Advisor shall serve as a memb

MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT

Exhibit 10.44 MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the Mangoceuticals, Inc. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”). Grantee Name: Dr. Douglas Christi

As submitted confidentially to the Securities and Exchange Commission on November 24, 2023 pursuant to the Jumpstart Our Business Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission

As submitted confidentially to the Securities and Exchange Commission on November 24, 2023 pursuant to the Jumpstart Our Business Startups Act.