Mangoceuticals Announces Equity and Leadership Changes

Mangoceuticals , Inc. (NASDAQ:MGRX), a Texas-based company specializing in miscellaneous health and allied services with a market capitalization of $17.7 million, has announced a series of changes to its equity securities and executive compensation arrangements following a special meeting held on Monday. The company, which has seen its stock decline nearly 17% in the past week according to InvestingPro data, filed an 8-K report with the Securities and Exchange Commission (SEC) on Wednesday detailing these modifications.

At the special meeting, shareholders approved the amendment of the Certificate of Designations for the Series B Convertible Preferred Stock. This amendment reduces the conversion price to $1.50 per share, adjusts the floor price accordingly, and removes dividend rights, except for standard participatory rights on common stock dividends. Additionally, the definition of Change of Control Transaction (JO:NTUJ) has been altered to exclude the company’s subsidiary, Mango & Peaches Corp., ensuring that certain transactions with CEO Jacob Cohen will not trigger an event of default or be considered a Change of Control Transaction.

Furthermore, Mangoceuticals’ shareholders ratified the Second Amendment to the 2022 Equity Incentive Plan, which was initially approved by the Board of Directors on February 15, 2025. This plan allows for various equity or equity-based awards to employees, officers, directors, or consultants, subject to federal or state securities laws. The plan includes an "evergreen" provision, allowing for an automatic increase in the number of shares available for awards each year, with a maximum of 26 million shares overall.

The 8-K filing also reports the outcomes of voting on other matters, including the approval of the issuance of common stock and Series A Super Majority Voting Preferred Stock of Mango & Peaches to CEO Jacob Cohen, in compliance with Nasdaq Listing Rule 5635.

These changes are expected to impact the rights of current security holders and potentially affect the company’s governance structure. The adjustments to the equity incentive plan could also influence Mangoceuticals’ ability to attract and retain key personnel. With a current ratio of 0.07 and short-term obligations exceeding liquid assets, these governance changes come at a crucial time for the company. Discover more detailed financial metrics and 13 additional exclusive ProTips by subscribing to InvestingPro.

The information provided in this article is based on the press release statement and the 8-K filing submitted by Mangoceuticals, Inc. to the SEC.

In other recent news, Mangoceuticals, Inc. has been active on several fronts, with significant developments that investors may find noteworthy. The company announced a consulting agreement with 6330 Investment & Consulting Gmbh, aiming to identify strategic partners and potential acquisition opportunities. As part of this agreement, Mangoceuticals issued 200,000 shares of restricted common stock to the consulting firm. In a separate financial maneuver, the company fulfilled a warrant exercise by issuing 80,000 shares of common stock at $1.50 per share, raising $120,000.

Additionally, Mangoceuticals is advancing its research in respiratory illness prevention, specifically targeting avian influenza in the poultry industry. The company is conducting efficacy studies in collaboration with Vipragen Biosciences and Intramont Technologies, Inc. Furthermore, Mangoceuticals disclosed changes to its corporate structure, introducing a new class of Series A Super Majority Voting Preferred Stock. This stock grants significant voting power, effectively shifting control over corporate decisions to its holders.

These shares are anticipated to be issued to Jacob Cohen, the CEO, as part of his employment agreement. The company also amended its bylaws to protect the rights of these new shares, preventing certain changes without approval from the Series A Preferred Stock holders. These actions reflect Mangoceuticals’ strategic efforts to expand its business, enhance its governance framework, and address global health challenges.

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