false
0001938046
0001938046
2025-02-03
2025-02-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
Number) |
|
(IRS
Employer
Identification
No.) |
15110
N. Dallas Parkway, Suite 600
Dallas,
Texas |
|
75248 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (214) 242-9619
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 Par Value Per Share |
|
MGRX |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.02. Unregistered Sales of Equity Securities.
On
February 3, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”) entered
into a Subscription Agreement with an accredited investor (the “Purchaser”), pursuant to which the Purchaser agreed
to purchase 70,000 shares of the Company’s restricted common stock from the Company for a total of $105,000, $1.50 per share.
The Subscription Agreement included customary representations and warranties of the Purchaser and the Company.
The
Company claims an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) and/or Rule 506 of Regulation
D of the Securities Act of 1933, as amended (the “Securities Act”), since the offer and sale of such shares did not
involve a public offering and the recipient was an “accredited investor” and had access to similar information as
would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation
by us or our representatives. No underwriters or agents were involved in the foregoing offers and sales and we paid no underwriting discounts
or commissions. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such
securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption
therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
The
description of the Subscription Agreement above is not complete and is qualified in its entirety by the full text of the form of Subscription
Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated by reference into this Item 3.02
in its entirety.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Amendment to Amanda Hammer Agreement
On,
and effective on February 6, 2025, the Company, with the approval of the Board of Directors of the Company, with the recommendation of
the Compensation Committee of the Board of Directors, entered into a First Amendment to Employment Agreement with Amanda Hammer, the
Company’s Chief Operating Officer (the “Hammer Amendment”).
Pursuant
to the Hammer Amendment, Ms. Hammer’s role with the Company was expanded to include serving as Chief Operating Officer of Mango
& Peaches Corp., the Company’s current wholly-owned subsidiary (“M&P”)(provided that the Company has
agreed to issue Mr. Cohen (a) 1,700,000 shares of the common stock of M&P (representing 25.4% of M&P’s outstanding shares
of common stock); and (b) 100 shares of Series A Super Majority Voting Preferred Stock of M&P, which will have the right to vote
fifty-one percent (51%) of the total vote on all M&P shareholder matters); certain provisions of the employment agreement relating
to the Company were amended to include both the Company and M&P; Ms. Hammer’s compensation was increased to $180,000 per year,
effective February 1, 2025; and the Company agreed to pay Ms. Hammer a cash bonus of $15,000 within 30 days of the effective date of
the Hammer Amendment.
The
description of the Hammer Amendment is not complete and is qualified in its entirety by the full text of the Hammer Amendment, a copy
of which is attached hereto as Exhibit 10.2, and which is incorporated by reference into this Item 5.02 in its entirety.
Item
9.01 Exhibits.
(d)
Exhibits.
*
Filed herewith.
£
Represents management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
MANGOCEUTICALS,
INC. |
|
|
|
Date:
February 7, 2025 |
By: |
/s/
Jacob D. Cohen |
|
|
Jacob
D. Cohen |
|
|
Chief
Executive Officer |
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 Stock”) of the Company (the “Shares” or the
“Securities”), from Mangoceuticals, Inc., a Texas corporation (the “Company”). This
Subscription Agreement is referred to herein as the “Agreement” or the “Subscription”.
The Company is selling Securities to multiple investors, as part of a “best efforts, no minimum” offering,
defined herein as the “Offering”. The Offering is made in reliance upon an exemption from registration under
the federal securities laws provided by. Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended.
The purchase price of each Share is $1.50 (the “Purchase Price”).
The
Company reserves the right to reject orders for the purchase of Securities in whole or in part, and if a subscription is rejected the
subscriber’s funds will be returned without interest the next business day after rejection. There is no amount required for an
initial closing, and all proceeds will be available for immediate use by the Company.
When
the context in which words are used in this Subscription Agreement (“Agreement”) indicates that such is the
intent, singular words shall include the plural, and vice versa, and masculine words shall include the feminine and neuter genders, and
vice versa. Any reference to a person shall include an individual, trust, estate, or any incorporated or unincorporated organization,
including general or limited partnerships, limited liability companies, corporations, joint ventures and cooperatives, and all heirs,
executors, administrators, legal representatives, successors and assigns of such person where permitted or required by the context. Captions
are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this Agreement.
B.
Acceptance of Subscription. It is understood and agreed that the Company shall have the right to accept or reject this subscription
(the “Subscription”), in whole or in part, and that the same shall be deemed to be accepted by the Company
only when it is signed by the Company.
C.
Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows:
i)
Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and
risks of an investment in the Company and the suitability of the Securities as an investment for Subscriber;
Page 1 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
ii)
Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of the Securities Act of 1933, as
amended (the “Securities Act” or the “Act”), and has completed the Investor Application
(Qualification Questionnaire) attached hereto as Exhibit 1;
iii)
The Subscriber is acquiring the Securities for its own account for long-term investment and not with a view toward resale, fractionalization
or division, or distribution thereof, and it does not presently have any reason to anticipate any change in his, her or its circumstances,
financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the
Securities. No one other than the Subscriber has any beneficial interest in said securities. No person has made to the Subscriber any
written or oral representations: (x) that any person will resell or repurchase any of the Securities; (y) that any person will refund
the purchase price of any of the Securities, or (z) as to the future price or value of any of the Securities;
iv)
Subscriber has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities
or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto;
v)
Subscriber is able to bear the economic risk of the investment in the Securities and Subscriber has sufficient net worth to sustain a
loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur;
vi)
Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber
acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available
for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s);
vii)
Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting
on behalf of the Company, concerning the terms and conditions of this investment and the Offering and the Securities, and all such questions
have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information for investment purposes
other than as contained in this Agreement and the attachments hereto, and Subscriber is relying on its own investigation and evaluation
of the Company and the Securities in making an investment hereunder and not on any other information whatsoever, including, but not limited
to, any presentations or other materials, other than this Agreement and the attachments, provided to the Subscriber by the Company;
viii)
Subscriber is able to bear the economic risk of the investment in the Securities and Subscriber has sufficient net worth to sustain a
loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur;
ix)
The Subscriber recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase
Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investment involves special
risks;
Page 2 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
x)
The Subscriber: (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full authority, legal capacity
and competence to enter into, execute and deliver this Agreement and all other related agreements or certificates and to take all actions
required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (ii) if a corporation, partnership, or limited
liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents
that such entity was not formed for the specific purpose of acquiring the Securities and such entity is duly organized, validly existing
and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident and domiciliary of the state
set forth in the Investor Application (the “Qualification Questionnaire”) and has no present intention
to become a resident of any other state or jurisdiction. Any individual executing this Agreement on behalf of an entity has authority
to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity, provided further
that such entity has validly authorized and approved such entity’s entry into this Agreement and the transactions contemplated
herein. The purchase of Securities as an investment involves special risks;
xi)
The Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Qualification
Questionnaire, which Qualification Questionnaire Subscriber has completed completely and honestly;
xii)
Subscriber acknowledges and is aware of the following:
(1)
There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company
have no right to require that the Securities be registered under the Securities Act; there may not be any public market for the Securities;
Subscriber may not be able to use the provisions of Rule 144 of the Securities Act with respect to the resale of the Securities; and
accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s
investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such
sale is exempt from registration under the Securities Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance
with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company
for legal or accounting services in connection with reviewing a proposed transfer;
(2)
No federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities for investment
or any recommendation or endorsement of the Securities;
(3)
The Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, in reliance on exemptions
from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and
Page 3 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
(4)
The purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer
and sale of the Securities from applicable Federal, state and provincial securities laws. The Company shall not be required to qualify
this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released
from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction; provided, however, that
upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from the Subscriber prior
to such rescission.
xiii)
The Subscriber has carefully considered and has, to the extent it believes such discussion is necessary, discussed with its professional,
legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation
and that the Subscriber and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable
investment for it;
xiv)
The Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitation or advertising,
including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other
similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber’s knowledge, those individuals
that have attended have been invited by any such or similar means of general solicitation or advertising;
xv)
The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securities must
not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties
and the Subscriber can provide for current needs and possible personal contingencies;
xvi)
The Subscriber confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Securities for
an indefinite period of time, and (iii) to afford a complete loss of its investment. The Subscriber also represents that it has (x) adequate
means of providing for his, her or its current needs and possible personal contingencies, and (y) has no need for liquidity in this particular
investment;
xvii)
The Subscriber understands that the Securities are being offered and sold to it in reliance on specific exemptions from or non-application
of the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine
the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information which the Subscriber
has provided to the Company concerning the Subscriber’s financial position and knowledge of financial and business matters is correct
and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement
by the Company, the Subscriber will immediately provide the Company with such information;
Page 4 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
xviii)
The Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and the
purchase of the Securities. The execution, delivery and performance of this Agreement by the Subscriber and the consummation by it of
the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity action, and no
further consent or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees, holders or partners,
as the case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute a valid and binding obligation
of the Subscriber enforceable against the Subscriber in accordance with its terms;
xix)
The Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of the
Securities purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the Subscriber is acting independently with respect to its investment in the Securities;
xx)
The Subscriber confirms and certifies that:
(a)
Subscriber is in receipt of and has carefully and thoroughly read and reviewed and understands the Information for Residents of Certain
States, attached as Exhibit 2 hereto;
(b)
The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or
revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall
survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the
obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors,
legal representatives and permitted assigns.
(c)
No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes;
or any recommendations or endorsements of the Securities. The Offering is intended to be exempt from registration under the Securities
Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D thereunder, which is in part
dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein.
(d)
No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s
or similar fee or commission in connection with this subscription.
(e)
IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Page 5 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
(f)
THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS
NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.
xxi)
The Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company
need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return
any of the Subscriber’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required
to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The Subscriber further confirms
that the Company may undertake additional offerings in the future and/or may issue shares to consultants or employees at offering prices
below that of the Offering, which may cause dilution to the Subscriber;
xxii)
The Subscriber expressly represents and warrants to the Company that (a) before executing this Agreement, it has fully informed itself
of the terms, contents, conditions and effects of this Agreement, and the exhibits hereto, the Company and the Shares; (b) the Subscriber
has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity to seek
and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; and (d) the Subscriber has acted
voluntarily and of its, his or her own free will in executing this Agreement;
xxiii)
The Subscriber acknowledges that it has prior investment experience, including without limitation, investments in non-listed and non-registered
securities, or it has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished
or made available by the Company to it and to evaluate the merits and risks of such an investment on its behalf, and that it recognizes
the highly speculative nature of this investment;
xxiv)
The amounts invested by the Subscriber in the Offering were not and are not directly or indirectly derived from activities that contravene
federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive
Orders administered by the Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement
in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of
OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In
addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or
entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;
1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs.
Page 6 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
xxv)
The Subscriber understands and acknowledges that (i) the Securities are being offered and sold to Subscriber without registration under
the Securities Act in a private placement that is exempt from the registration provisions under Section 4(a)(2) of the Securities Act,
and Rule 506(b) of Regulation D, and (ii) the availability of such exemption depends in part on, and that the Company will rely upon
the accuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance;
xxvi)
The Subscriber certifies, under penalty of perjury, (i) that the social security or Tax Identification Number set forth herein is true,
correct and complete, and (ii) that the Subscriber is not subject to backup withholding under section 3406(a)(1)(c) of the Internal Revenue
Code, as amended (the “IRC”) either because the Subscriber has not been notified that the Subscriber is subject
to such backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified
the Subscriber that the Subscriber is no longer subject to backup withholding;
xxvii)
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom
the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on
an OFAC list, or a person or entity prohibited under the OFAC Programs. The Subscriber understands and acknowledges that the Company
may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding
paragraph. The Subscriber agrees to promptly notify the Company if the Subscriber becomes aware of any change in the information set
forth in these representations. The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze
the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption
requests and/or segregating the assets in the account in compliance with governmental regulations, and may also be required to report
such action and to disclose the Subscriber’s identity to OFAC. The Subscriber further acknowledges that the Company may, by written
notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber if the Company reasonably deems it necessary to do
so to comply with anti-money laundering regulations applicable to the Company, its Subsidiaries, or any of the Company’s other
service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties
subject to OFAC sanctions and embargo programs;
xxviii)
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom
the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2 or
any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined
in the footnotes below;
2
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party,
or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents,
siblings, spouse, children and in-laws.
4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known
to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the senior foreign political figure.
Page 7 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
xxix)
If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber
receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a
country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct
banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated affiliate;
xxx)
Prior to the Subscriber’s entry into this Agreement, Subscriber has had an opportunity to review, and has in fact reviewed, (i)
the Company’s Annual Report on Form 10-K for the year ended December 31, 2023; and (ii) the Company’s current reports on
Form 8-K and Form 10-Qs as filed with the SEC (which filings can be accessed by going to https://www.sec.gov/edgar/searchedgar/companysearch.html,
typing “Mangoceuticals” in the “Name, ticker symbol, or CIK” field, and clicking
the “Submit” button), from January 1, 2024, to the Effective Date, in each case (i) through (ii), including
the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and
related business disclosures described therein (collectively the “Disclosure Documents”) and an independent
investigation made by it of the Company. Subscriber acknowledges that due to its receipt of and review of the information described above,
it has received similar information as would be included in a Registration Statement filed under the Securities Act; and
xxxi)
Subscriber acknowledges that he, she or it, is a sophisticated investor capable of assessing and assuming investment risks with respect
to securities, including the Shares, and further acknowledges that the Company is entering into this Agreement with the Subscriber in
reliance on this acknowledgment and with Subscriber’s understanding, acknowledgment and agreement that the Company is privy to
material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public
Information may be material to a reasonable investor, such as Subscriber, when making investment disposition decisions, including the
decision to enter into this Agreement, and Subscriber’s decision to enter into the Agreement is being made with full recognition
and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been
provided to Subscriber. Subscriber hereby waives any claim, or potential claim, he has or may have against the Company relating to the
Company’s possession of Non-Public Information. Subscriber has specifically requested that the Company not provide it with any
Non-Public Information. Subscriber understands and acknowledges that the Company would not enter into this Agreement in the absence of
the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement
to the Company in entering into this Agreement.
Page 8 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
D.
Indemnification. Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations
and warranties in paragraph B hereof, and Subscriber hereby agrees to indemnify and hold harmless the Company and its affiliates, partners,
officers, directors, agents, attorneys, and employees from and against any and all loss, damage or liability due to or arising out of
a breach of any such representations or warranties and the breach of any representations and warranties whatsoever made herein. Notwithstanding
the foregoing, however, no representation, warranty, acknowledgment or agreement made herein by Subscriber shall in any manner be deemed
to constitute a waiver of any rights granted to Subscriber under federal or state securities laws. The representations and warranties
set forth herein shall survive the date upon which the Subscriber becomes a shareholder of the Company and/or the date of this Agreement
in the event the Company does not accept the Subscriber’s subscription. No representation, warranty or covenant in this Agreement,
nor the Qualification Questionnaire, contains any untrue statement of a material fact, or omits to state a material fact necessary to
make the statements contained therein, in light of the circumstances under which they were or are to be made, not misleading.
E.
Compliance with Securities Laws. Subscriber understands and agrees that a legend has been or will be placed on any certificate(s)
or other document(s) evidencing the Securities in substantially the following form:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED
WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”
F.
Additional Financings and Offerings. Subscriber recognizes that the Company may seek to raise additional financing and working
capital through a variety of sources in the future, or concurrently with the Offering, and that although the Company may undertake one
or more public or private offerings of its debt or equity securities, there can be no assurance that any such offering will be made or,
if made, that it will be successful. Moreover, Subscriber understands and agrees that the Company reserves the right to make future and
concurrent offers, either public or private, of securities, including, but not limited to, promissory notes, shares of common stock,
preferred stock or warrants, on terms that may be more than or less favorable than the Securities. Subscriber further confirms that Subscriber
has no right to purchase any securities in any future or concurrent offerings. The Company, its affiliates and/or authorized consultants
reserve the right at any time to negotiate individually with one or more prospective investors or other persons and to enter into one
or more definitive agreements and/or side letters, with one or more of such persons regarding an investment in the Company, on the terms
set forth in this subscription or on other terms and conditions, which may be more favorable then the terms set forth herein, or include
additional securities of the Company, without prior notice to Subscriber.
Page 9 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
G.
Confidentiality. Subscriber agrees to maintain in confidence all information furnished by the Company or its agents that may be
deemed to be material nonpublic information, including, but not limited to the fact that the Offering is being made and the terms and
conditions of this Offering and the Securities.
H.
Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon,
arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as
an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of
Texas, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute
of limitations of any other jurisdiction. Any actions and proceedings arising out of or relating directly or indirectly to this Agreement
or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the state or federal courts
located in Dallas County, Texas, and those such courts are convenient forums. Each Party hereby submits to the personal jurisdiction
of such courts for purposes of any such actions or proceedings.
I.
U.S.A. Patriot Act and Anti-Money Laundering Representations. Subscriber is in full compliance with all applicable U.S. laws,
regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements,
including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National
Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321
of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading
with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. Subscriber will provide additional information
or take such actions as may be necessary or advisable for the Company, in its sole judgment, to comply with any such Regulations.
Page 10 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
J.
Entire Agreement. This Subscription is the entire and fully integrated agreement of the parties regarding the subject matter hereof,
and there are no oral representations, warranties, agreements, or promises pertaining to this Subscription or the Securities.
K.
Construction. The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded
an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the
parties hereto. All references in this Agreement as to gender shall be interpreted in the applicable gender of the parties.
L.
Purchase Payment. The purchase price for the Securities shall be paid to the Company in cash, check or via wire transfer simultaneously
with the Subscriber’s entry into this Agreement.
M.
Construction of Terms. As used in this Agreement, the terms “herein,” “herewith,”
“hereof” and “hereunder” are references to this Agreement, taken as a whole; the
term “includes” or “including” shall mean “including, without limitation;”
the word “or” is not exclusive; and references to a “Section,” “subsection,”
“clause,” “Exhibit,” “Appendix,” “Schedule,”
“Annex” or “Attachment” shall mean a Section, subsection, clause, Exhibit, Appendix,
Schedule, Annex or Attachment of this Agreement, as the case may be, unless in any such case the context requires otherwise. Exhibits,
Appendices, Schedules, Annexes or Attachments to any document shall be deemed incorporated by reference in such document. All references
to or definitions of any agreement, instrument or other document (a) shall include all documents, instruments or agreements issued or
executed in replacement thereof, and (b) except as otherwise expressly provided, shall mean such agreement, instrument or document, or
replacement or predecessor thereto, as modified, amended, supplemented and restated through the date as of which such reference is made.
N.
Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.
It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
A copy of this Agreement signed by one party and (a) faxed to another party or (b) scanned and emailed to another party, shall be deemed
to have been executed and delivered by the signing party as though an original. A photocopy or PDF of this Agreement shall be effective
as an original for all purposes.
O.
Severability. The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent
jurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.
P.
Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments and take such
other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
Page 11 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
Q.
Collection of Personal Information. The Subscriber acknowledges and consents to the fact the Company is collecting the Subscriber’s
(and any beneficial purchaser’s) personal information pursuant to this Agreement. The Subscriber (on its own behalf and, if applicable,
on behalf of any person for whose benefit the Subscriber is subscribing) acknowledges and consents to the Company retaining the personal
information for as long as permitted or required by applicable law or business practices. The Subscriber (on its own behalf and, if applicable,
on behalf of any person for whose benefit the Subscriber is subscribing) further acknowledges and consents to the fact the Company may
be required by applicable securities laws and stock exchange rules to provide regulatory authorities any personal information provided
by the Subscriber respecting itself (and any beneficial purchaser). By executing this Agreement, the Subscriber is deemed to be consenting
to the foregoing collection, use and disclosure of the Subscriber’s (and any beneficial purchaser’s) personal information.
The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described herein as may
be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby.
The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgments set out in this paragraph
on behalf of all beneficial purchasers.
[Remainder
of page left intentionally blank.]
Page 12 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
“PURCHASER”
Check
enclosed in the amount of $____________ or Wire Transfer Sent in the Amount of $________________.
Subscribed
for __________________ shares of Common Stock at $1.50 per share of Common Stock
Social
Security or Taxpayer I.D. Number: _________________________
Business
Address (including zip code): __________________________________________________
Business
Phone: ( ___) _____________________________________________________________________
Residence
Address (including zip code) :__________________________________________________
Residence
Phone: ( ___) _____________________________________________________________________
All
communications to be sent to: Business or Residence Address
_______
Business or _____ Residence Address is the Subscriber’s principal residence or place of business (please check as appropriate).
Name
Securities should be registered in:_____________________________________________
If
different than subscriber name please advise of the reason for such difference:
_____________________________________________________________________
Address
for registration of Securities:_______________________________________________
Email
Address:________________________________________________________________
Please
indicate on the following pages the form in which you will hold title to your interest in the securities. PLEASE CONSIDER CAREFULLY.
ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SECURITIES AND MAY THEREFORE
BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, THE SECURITIES AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the
advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the securities, because different
forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor’s
domicile and his or her particular personal circumstances.
Please
select one of the following forms of ownership:
☐ | INDIVIDUAL
OWNERSHIP (one signature required) |
☐ | JOINT
TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must
sign) |
Page 13 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
☐ | COMMUNITY
PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two
signatures required if interest held in both names) |
☐ | TENANTS
IN COMMON (both or all parties must sign) |
☐ | GENERAL
PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized
to sign, and include a copy of the Partnership Agreement) |
☐ | LIMITED
PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL
PARTNER authorized to sign, and include a copy of the Limited Partnership Agreement and any
other document showing that the investment is authorized) |
☐ | LIMITED
LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by
a member authorized to sign, and include a copy of the LIMITED LIABILITY COMPANY’s
Operating Agreement and any other documents necessary to show the investment is authorized.) |
☐ | CORPORATION
(fill out all documents in the name of the CORPORATION, by the President or other officer
authorized to sign, and include a copy of the Corporation’s Articles and certified
Corporate Resolution authorizing the signature) |
☐ | TRUST
(fill out all documents in the name of the TRUST, by the Trustee, and include a copy of the
instrument creating the trust and any other documents necessary to show the investment by
the Trustee is authorized. The date of the trust must appear on the Notarial where indicated.) |
PLEASE
ALSO COMPLETE PAGES 14 THROUGH 16, AS APPLICABLE, BELOW, AND THE QUESTIONNAIRE BEGINNING ON PAGE 17 OF THIS SUBSCRIPTION AGREEMENT, WHICH
IS A REQUIRED PART OF THIS AGREEMENT.
Page 14 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
EXECUTION
Please
execute this Subscription Agreement by completing the appropriate section below.
1. | If
the subscriber is an INDIVIDUAL, complete the following: |
_____________________________________________
Signature
of Subscriber
_____________________________________________
Name
(please type or print)
_____________________________________________
Signature
of Spouse or Co-Owner if funds are
to
be invested as joint tenants by the entirety
or
community property.
_____________________________________________
Name
(please type or print)
2. | If
the subscriber is a CORPORATION, complete the following: |
The
Subscriber hereby represents, warrants and covenants that the Subscriber has been duly authorized by all requisite action on the part
of the corporation listed below (“Corporation”) to acquire the Securities and, further, that the Corporation
has all requisite authority to acquire such Securities.
The
officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein
applies to that Corporation and that he has authority under the articles of incorporation, bylaws, and resolutions of the board of directors
of such Corporation to execute this Subscription Agreement. Such officer encloses a true copy of the articles of incorporation, the bylaws
and, as necessary, the resolutions of the board of directors authorizing a purchase of the investment herein, in each case as amended
to date.
|
|
|
Name
of Corporation (please type or print) |
|
|
|
|
By: |
|
|
|
|
|
Name: |
|
|
|
|
|
Title: |
|
Page 15 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
3. | If
the subscriber is a PARTNERSHIP, complete the following: |
The
Subscriber hereby represents, warrants and covenants that the Subscriber is a general partner of the partnership named below (“Partnership”),
and has been duly authorized by the Partnership to acquire the Securities and that he has all requisite authority to acquire such Securities
for the Partnership.
The
Subscriber represents and warrants that each of the above representations or agreements or understandings set forth herein applies to
that Partnership and he is authorized by such Partnership to execute this Subscription Agreement. Such partner encloses a true copy of
the partnership agreement of said Partnership, as amended to date, together with a current and complete list of all partners thereof.
|
|
|
Name
of Partnership (please type or print) |
|
|
|
|
By: |
|
|
|
|
|
Name: |
|
|
|
|
|
Title: |
|
4. | If
the subscriber is a TRUST, complete the following: |
The
Subscriber hereby represents, warrants and covenants that he is duly authorized by the terms of the trust instrument (“Trust
Instrument”) for the (“Trust”) set forth below to acquire the Securities and the Subscriber,
as trustee, has all requisite authority to acquire such Securities for the Trust.
The
Subscriber, as trustee, executing this Subscription Agreement on behalf of the Trust, represents and warrants that each of the above
representations or agreements or understandings set forth herein applies to that Trust and he is authorized by such Trust to execute
this Subscription Agreement. Such trustee encloses a true copy of the Trust Instrument of said Trust as amended to date.
|
|
|
Name
of Trust (Please type or print) |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
Page 16 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
5. | If
the subscriber is a LIMITED LIABILITY COMPANY, complete the following: |
The
Subscriber hereby represents, warrants and covenants that the Subscriber has been duly authorized by all requisite action on the part
of the Limited Liability Company listed below (“Company”) to acquire the Securities and, further, that the
Company has all requisite authority to acquire such Securities.
The
officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein
applies to that Company and that he has authority under the articles of organization, company agreement, and resolutions of the managers
and/or members, as applicable, of such Company to execute this Subscription Agreement. Such officer encloses a true copy of the articles
of organization, the operating agreement and, as necessary, the resolutions of the managers and/or members authorizing a purchase of
the investment herein, in each case as amended to date.
|
|
|
Name
of Company (please type or print) |
|
|
|
|
By: |
|
|
|
|
|
Name: |
|
|
|
|
|
Title: |
|
ACCEPTED
BY THE COMPANY this the ______ day of _________________, 2025.
Mangoceuticals,
Inc. |
|
|
|
|
By: |
|
|
|
|
|
Name: |
|
|
|
|
|
Title: |
|
|
PLEASE
ALSO COMPLETE THE QUESTIONNAIRE BEGINNING ON PAGE 17 OF
THIS
SUBSCRIPTION AGREEMENT, WHICH IS A REQUIRED PART OF THIS AGREEMENT.
Page 17 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
EXHIBIT
1
MANGOCEUTICALS,
INC. (THE “COMPANY”)
INVESTOR
APPLICATION
(QUALIFICATION
QUESTIONNAIRE)
(CONFIDENTIAL)
ALL
INFORMATION CONTAINED IN THIS APPLICATION WILL BE TREATED CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this application to such parties as the Company, in its discretion, deems appropriate when called upon to establish that the
proposed offer and sale of the Securities are exempt from registration of the Securities Act of 1933, as amended, or meet the requirements
of applicable securities and blue sky laws.
PART
I - INDIVIDUALS
(including
EACH Co-Tenant, Co-Trustee, Tenant-In-Common, Joint Owner, and person listed
in Part II, Section 2).
Trusts,
LLCs, and Corporations also complete Part II
1. | Name:
________________________________ |
2. | Residence
Address: ___________________________________________ |
Residence
Telephone: __________________________________________
3. | Social
Security Number:____________________ |
Date
of Birth: _________________
Citizenship:
____________________________________________
4. | Present
Employer: ______________________________________________________________ |
Business
Address: _________________________________________________________________
Business
Telephone: _______________________________________________________________
Title/Position:
____________________________________________________________________
Length
of Time: _________________________________________
Page 18 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
5. | I
prefer to have communications sent to: |
_Home
Address or _________Business Address
I
have made investments, or been involved in activities, of the type indicated below (recognizing that the types of investments listed
are not mutually exclusive and certain investments may fall into two or more of the categories listed):
CHECK
ALL THAT APPLY
|
| (a) | Ownership
of stocks, bonds, and other securities |
|
|
(b) | Investment
in partnerships, joint ventures and other syndicates |
|
_______ | (c) | Other
direct or partnership investments (such as real estate, oil and gas, equipment leasing, research
and development, agriculture or commodities syndications) |
Do
you make your own ultimate decisions on your investments?
7. | Method
of Investment Evaluation |
Each
subscriber must have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and
risks of an investment in the Company or must retain the services of a Purchaser Representative(s) (who may be an attorney, accountant
or other financial advisor but not a person employed by or associated with the Company or its affiliates) for the purpose of this particular
transaction.
This
item is presented in alternative form. Please check the appropriate alternative.
| Alternative
One: No Advisor. |
I
have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment
in the Company and of making an informed investment decision, and will not require a Purchaser Representative.
| Alternative
Two: Purchaser Representative. |
Page 19 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
I
have relied upon the advice of the following Purchaser Representative (who is not affiliated with the Company or its affiliates) in evaluating
the merits and risks of an investment in the Company.
Name:
___________________________________________________
(name
of purchaser representative)
Address:
______________________________________________________________________
Relationship:
______________________________________________
The
above-named Purchaser Representative and I together have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision.
8. | Accredited
Individual Investor |
As
an individual, I ________________________________________ (PRINT NAME) represent that I (please check all that are applicable):
☐ | have
a net worth (either individually or jointly with spouse or spousal equivalent) in excess
of $1,000,000 in United States Dollars (“USD”) (not including my
principal residence); or |
☐ | am
an individual who had an individual income (NOT including joint income with spouse) in excess
of USD $200,000 in each of the two most recent tax years and reasonably expects individual
income in excess of $200,000 during the current tax year; or |
☐ | am
an individual who had an income (including joint income with spouse or spousal equivalent)
in excess of USD $300,000 in each of the two most recent tax years and reasonably expects
individual income in excess of USD $300,000 during the current tax year. |
“Income”
for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount of
any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c) any deduction
claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement plan; and (f)
any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions
of Section 1202 of the Code.
Page 20 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
I,
the undersigned, represent that I do not have any state or federal judicial judgments adverse to me nor are there any state or federal
tax liens against me, nor is there any pending or threatened litigation adverse to me. I, the undersigned, undertake to notify the Company
immediately of any material change in any of such information occurring prior to the closing of the Offering or, if relevant, any time
during the existence of the Company.
Date: ________________________ | Signature:
_______________________________________________ |
[If
individual purchasers are co-tenants, tenants-in-common or joint owners (including
joint
owners with such purchaser’s spouse) all co-tenants, tenants-in-common and/or joint
owners
shall complete a copy of Part I above]
Page 21 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
PART
II-INVESTORS WHO ARE NOT INDIVIDUALS
Entity
Name (“Entity”): ______________________________________________________________
Address
of Principal Office: ____________________________________________________
Type
of Organization: ________________________________________________________
Date
and Place of Organization: ________________________________________________
(Please
attach a copy of your organizational documents in effect, including any amendments).
A
brief description of the business conducted by the entity is as follows:
Each
person involved in making the decision on behalf of the entity, to subscribe to purchase Securities is listed below [NOTE AT LEAST
ONE NAME MUST BE LISTED]:
Name __________________ |
Title __________________ |
|
|
Name __________________ |
Title __________________ |
|
|
Name __________________ |
Title __________________ |
[Please
list any additional names on a separate page].
Each
person named above must complete Part I of this questionnaire.
3. | Accredited
Investor Status of Entity |
Please
check the appropriate description which applies to you.
|
______ |
(a) |
A bank, as defined in Section 3 (a)(2) of
the Securities Act of 1933, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act of 1933, whether you are acting in an individual or a fiduciary capacity. |
Page 22 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
|
______ |
(b) |
An insurance company, as defined in Section
2(13) of the Securities Act of 1933. |
|
|
|
|
|
______ |
(c) |
An investment company registered under the
Investment Company Act of 1940. |
|
|
|
|
|
______ |
(d) |
A business development company, as defined
in Section (a)(48) of the Investment Company Act of 1940. |
|
|
|
|
|
______ |
(e) |
A small business investment company licensed
by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. |
|
|
|
|
|
______ |
(f) |
An employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974 and the investment is made by you as a plan fiduciary, as defined
in Section 3(21) of such Act, and you are a bank, insurance company or a registered investment advisor, or you have total assets in
excess of $5 million. |
|
|
|
|
|
______ |
(g) |
A private business development company as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940. |
|
|
|
|
|
______ |
(h) |
An organization described in Section 501 (c)(3)
of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific
purpose of acquiring Securities, with total assets in excess of $5 million. |
|
______ | (i) | An
entity (other than a trust, which must meet the requirements set forth in Section
(j), below) in which all of the equity owners are accredited investors and meet at least
one of the criteria listed in Part I, Section 8 of this Questionnaire. |
|
______ | (j) | A
trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring
Securities, whose purchase is directed by a person with such knowledge and experience in
financial and business matters that (s)he is capable of evaluating the merits and risks of
the prospective investment. |
If
you checked (i), please complete the following part of this question:
| (1) | List
all equity owners: __________________________________ |
| (2) | What
is the type of entity? _______________________________ |
Page 23 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
| (3) | Attach
a copy of your resolutions or other evidence of the entity’s authority to make
this investment. |
| (4) | Represent
that each equity owner qualifies individually to Part I, Section 9 of this Questionnaire
by printing each equity owners name below (you may include an additional sheet if necessary): |
______________________________________________________________
______________________________________________________________
______________________________________________________________
| (5) | Please
confirm that the entity was not formed solely for the purpose of subscribing for Securities
in the Offering by initialing below: |
The
undersigned represents on behalf of the entity that:
(a)
The entity has, and its officers, employees, directors or equity owners have, sufficient knowledge and experience in similar programs
or investments to evaluate the merits and risks of an investment in the Company (or the entity has retained an attorney, accountant,
financial advisor or consultant as a Purchaser Representative); that because of the background and employment experience of the entity’s
equity owners, its officers, directors or employees, it has received and has had access to material and relevant information enabling
it to make an informed investment decision, and that all data it has requested has been furnished to it.
If
applicable, the name, employer, address and telephone number of the entity’s Purchaser Representative follows:
(b)
The information contained herein is complete and accurate and may be relied upon by you.
Attached
is the requested information (e.g., articles of incorporation, bylaws and resolutions) for your review.
The
undersigned represents that the information provided above is true and correct and acknowledges such investor’s awareness that
the Company, and other investors are relying upon the accuracy of such information to ensure that the sale of any securities by the Company
to such investor is in compliance with applicable federal and state securities laws. The undersigned represents that neither the entity
it represents nor, its officers, directors or shareholders have any state or federal judicial judgments adverse to them nor are there
any state or federal tax liens against them, nor is there any pending or threatened litigation adverse to them. The undersigned undertakes
to notify the Company immediately of any material change in any of such information occurring prior to the closing of the Offering, or,
if relevant, any time during the existence of the Company.
Page 24 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
Entity
Date:
____________________________________________
Name
of Entity Typed or Printed: ___________________________________________
By:
_______________________________________________________
Name:
_____________________________________________________
Title:
______________________________________________
PLEASE
ALSO CONFIRM THAT EACH PERSON NAMED IN PART II, SECTION 2,
ABOVE
HAS COMPLETED PART I OF THIS QUESTIONNAIRE.
Page 25 of 25 |
Subscription Agreement |
Mangoceuticals, Inc. |
EXHIBIT
2
INFORMATION
FOR RESIDENTS OF CERTAIN STATES
Each
prospective purchaser should read the legend and/or state disclosure listed below applicable to the state in which he resides. The state
disclosures and/or legends listed below do not in any way constitute or imply that offers or sales may be made in such states. Offers
and/or sales may only be made in those states approved by the Company. If any prospective purchaser resides in a state not included below,
such prospective investor should request the state legend applicable to such purchaser’s state prior to making an investment in
the Company.
California
Residents:
The
sale of the securities which are the subject of this offering has not been qualified with Commissioner of Corporations of the State of
California and the issuance of such securities or payment or receipt of any part of the consideration therefore prior to such qualifications
is unlawful, unless the sale of securities is exempted from qualification by the California Corporations Code. The rights of all parties
to this offering are expressly condition upon such qualifications being obtained, unless the sale is so exempt. Accordingly, distribution
of this document and offers and sales of the securities referred to herein are strictly limited to persons who the Company determines
to have met certain financial and other requirements. This document does not constitute an offer to sell or the solicitation of an offer
to buy with respect to any other person. In order to rely on the foregoing exemptions, the Company will rely in turn on certain representations
and warranties made to the Company by the investors in this offering.
Connecticut
Residents:
These
securities offered herein have not been registered under section 36-485 of the Connecticut Uniform Securities Act (the “Act”)
and, therefore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available.
Florida
Residents:
These
securities have not been registered under the Florida Securities and Investor Protection Act in reliance upon exemption provisions contained
therein. Section 517.061(11)(a)(5) of the Florida Securities and Investor Protection Act (the “Florida Act”)
provides when sales are made to five or more purchasers in this state that any purchaser of securities in Florida which are exempted
from registration under Section 517.061(11) of the Florida Act may withdraw his subscription agreement and receive a full refund of all
monies paid, within three days after the later of (i) the date he tenders consideration for such securities and (ii) the date this statutory
right of rescission is communicated to him (which shall be established conclusively by the Company’s provision of this “Information
for Residents of Certain States”). Any Florida resident who purchases securities is entitled to exercise the foregoing
statutory rescission right by telephone, telegram, or letter notice to the Company. Any telegram or letter should be sent or postmarked
prior to the end of the third business day. A letter should be mailed by certified mail, return receipt requested, to ensure its receipt
and to evidence the time of mailing. Any oral requests should be confirmed in writing.
THE
AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061 OF THE FLORIDA ACT IS HEREBY COMMUNICATED TO EACH FLORIDA INVESTOR.
Georgia
Residents:
The
securities sold in the state of Georgia have been issued or sold in reliance on paragraph (I3) of Code section 10-5-9 of the Georgia
Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such Act or pursuant to an effective
registration under such Act.
Illinois
Residents:
These
securities have not been approved or disapproved by the Secretary of State of Illinois, nor has the Secretary of State of Illinois nor
the State of Illinois passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Indiana
Residents:
These
securities have not been registered under Section 3 of the Indiana Securities Act and therefore, cannot be resold or transferred unless
they are so registered or unless an exemption from registration is available.
Maryland
Residents:
The
Securities which are the subject of this subscription agreement have not been registered under the Maryland Securities Act in reliance
upon the exemption in section 11-602(9) of such act. Unless these Securities are registered, they may not be re-offered for sale or resold
in the State of Maryland, except as security, or in a transaction exempt under such Act.
Michigan
Residents:
These
securities have not been registered under Section 451.701 of the Michigan Uniform Securities Act (the Act) and may be transferred or
resold by residents of Michigan only if registered pursuant to the provisions of the Act, or if an exemption from registration is available.
The investment is suitable if it does not exceed 10% of the investor’s net worth.
Minnesota
Residents:
The
securities represented by this subscription agreement have not been registered under Chapter 80A of the Minnesota Securities Laws and
may not be sold, transferred or otherwise disposed of except pursuant to registration or an exemption therefrom.
Nevada
Residents:
These
securities have not been approved or disapproved by the Secretary of State of Nevada, nor has the Secretary of State of Nevada nor the
State of Nevada passed upon the accuracy or adequacy of the information set forth herein. Any representation to the contrary is a criminal
offense.
New
Jersey Residents:
These
securities have not been approved or disapproved by the Bureau of Securities of the State of New Jersey, nor has the Bureau passed on
or endorsed the merits of this Offering. The filing of the written Offering does not constitute approval of the issue or the sale thereof
by the Bureau of Securities. Any representation to the contrary is unlawful.
These
are speculative securities and involve a high degree of risk. These securities are offered only to bona fide adult residents of the State
of New Jersey.
New
York Residents:
This
document has not been reviewed by the Attorney General of the State of New York prior to its issuance and use. The Attorney General of
the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. The
Company has taken no steps to create an after market for the securities offered herein and has made no arrangements with brokers of others
to trade or make a market in the securities. At some time in the future, the Company may attempt to arrange for interested brokers to
trade or make a market in the securities and to quote the same in a published quotation medium, however, no such arrangements have been
made and there is no assurance that any brokers will ever have such an interest in the securities of the Company or that there will ever
be a market therefore.
Oklahoma
Residents:
The
securities offered herein have not been registered under the Oklahoma Securities Act (the “Oklahoma Act”),
and therefore Cannot be resold or transferred by the investor in a transaction Which is exempt under the Oklahoma Act or pursuant to
an effective Registration under the Oklahoma Act.
Ohio
Residents:
These
securities have not been approved or disapproved as an investment for any Ohio resident by the Ohio Division of Securities nor has the
Division passed upon the accuracy of the offering.
Pennsylvania
Residents:
Residents
of the Commonwealth of Pennsylvania can only transfer the Securities offered hereby in accordance with the provisions of section 203(d)
of the Pennsylvania Securities Act of 1972 and are subject to the following conditions:
A.
Under the provisions of the Pennsylvania Securities Act of 1972, a Pennsylvania resident who accepts an offer to purchase securities
exempted from registration by section 203(d)(f)(p) or (r) directly from an issuer or affiliate of an issuer shall have the right to withdraw
his acceptance without incurring any liability to the seller, underwriter, if any, or any other person, within two business days from
the date of receipt by the issuer of this written binding contract to purchase, or in the case of a transaction where there is no written
binding contract to purchase, within two business days after he makes the initial payment for the securities being offered.
B.
Pursuant to Section 203.041(c)(1) of the Pennsylvania Blue Sky Regulations (“Regulations”), the purchaser
must acknowledge that he or she agrees not to sell the securities purchased herein within 12 months after the date of purchase except
in accordance with Section 204.011 of the Regulations. Section 204.011 provides for an automatic waiver of the 12 month holding period
under certain conditions including that the securities purchased are subsequently being registered under the Securities Act of 1933 or
1934.
Texas
Residents:
The
securities offered hereunder have not been registered under applicable Texas securities laws and, therefore, any purchaser thereof must
bear the economic risk of the investment for an indefinite period of time because the securities cannot be resold unless they are subsequently
registered under such securities laws or an exemption from such registration is available. Further, pursuant to §109.13 under the
Texas Securities Act, the Company is required to apprise prospective investors of the following: a legend shall be placed, upon issuance,
on certificates representing securities purchased hereunder, and any purchaser hereunder shall be required to sign a written agreement
that he will not sell the subject securities without registration under applicable securities laws or exemptions therefrom.
Wisconsin
Residents:
The
Securities Commission of the State of Wisconsin has not passed upon the merits or qualifications of, or recommended or given approval
to, the securities hereby offered, nor has the Securities Commissioner of this state passed upon the adequacy of this subscription agreement.
Any representation to the contrary is a criminal offense.
The
investor must rely on his own examination of the person or entity creating the securities and the terms of the Offering, including the
merits and risks involved in making an investment decision on these securities.
NASAA
UNIFORM LEGEND
In
making an investment decision investors must rely on their examination of the offering, including the merits and risks involved. These
securities have not been recommended by a federal or state securities commission or regulatory authority. Furthermore, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal
offense. These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom.
Investors should be aware that they will be required to bear the investment risks of this investment for an indefinite period of time.
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 corporation organized under the laws of the state of Texas (the “Company”), and Amanda Hammer, an individual
(“Employee”). Certain capitalized terms used below but not otherwise defined shall have the meanings given
to such terms in the Employment Agreement.
WHEREAS,
the Company and the Employee desire to enter into this Amendment to amend the Employment Agreement on the terms and subject to the conditions
set forth below.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other
good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof,
the parties hereto agree as follows:
1.
Amendments to Employment Agreement.
(a)
Effective as of the Effective Date, the first “Whereas” of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
“WHEREAS,
the Company desires to obtain the services of the Employee as Chief Operating Officer of the Company and Chief Operating Officer of Mango
& Peaches, Inc., a Texas corporation, the subsidiary of the Company (“M&P”), and the Employee desires to be
employed by the Company upon the terms and conditions hereinafter set forth.”
(b)
Each reference to “Company” in Sections 1.2 through 1.3.3, Section 2.8, Article 4
and Section 5.10 of the Employment Agreement shall be replaced with a reference to the “Company and M&P”.
(c)
Effective on February 1, 2025, Section 2.1 of the Employment Agreement is hereby amended and restated to read in its entirety
as follows:
“Base
Salary. So long as this Agreement remains in effect, for all services rendered by Employee hereunder and all covenants
and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, or cause to be paid by M&P or another
of the Company’s subsidiaries, and Employee shall accept, as compensation, an annual base salary of $180,000 for the Term of this
Agreement, pro-rated for any partial calendar years (the “Base Salary”). Notwithstanding the above, the Committee
(as defined below) or the Board, with the recommendation of the Committee, may also increase the Base Salary from time to time, at any
time, in its/their discretion. Such increase(s) in salary shall be documented in the Company’s records but shall not require the
Parties to enter into a new or amended form of this Agreement.”
1
https://www.sec.gov/Archives/edgar/data/1938046/000149315223015389/ex10-1.htm
Page 1 of
4 |
First Amendment to Employment Agreement |
(d)
Effective on February 1, 2025, the introductory clause of Section 3.2.1 of the Employment Agreement is hereby amended and restated to
read as follows:
““Cause”
shall mean, in the context of a basis for termination by the Company of Employee’s employment with the Company or M&P, as applicable,
that:”
(e)
Effective on February 1, 2025, the introductory clause of Section 3.2.4 of the Employment Agreement is hereby amended and restated to
read as follows:
““Good
Reason” shall mean, in the context of a basis for termination by Employee of her employment with the Company or M&P,
as applicable,”
(f)
Effective on February 1, 2025, Section 3.2.6 of the Employment Agreement is hereby amended and restated to read in its entirety
as follows:
““Termination
Date” shall mean the date on which Employee’s employment with the Company or M&P, as applicable, hereunder is
terminated.”
(g)
Effective on February 1, 2025, the second sentence in Section 3.3.1 of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
“Employee
or her estate shall be entitled to no other benefits other than as required under the terms of the employee benefit plans in which Employee
was participating as of the Termination Date and continuation of health insurance benefits on the terms and to the extent required by
COBRA, or such other similar law or regulation as may be applicable to the Employee or to the Company or M&P, as applicable, with
respect to the Employee.”
(h)
Effective on February 1, 2025, the first sentence of Section 3.3.2 of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
“If
Employee’s employment is terminated pursuant to Section 3.1.3 (without Good Reason by the Employee, including non-renewal), or
Section 3.1.4 (by the Company for Cause or the Company’s non-renewal), Employee shall be entitled to her Base Salary accrued through
the Termination Date and no other benefits other than as required under the terms of the employee benefit plans in which Employee was
participating as of the Termination Date and continuation of health insurance benefits on the terms and to the extent required by COBRA,
or such other similar law or regulation as may be applicable to the Employee or to the Company or M&P, as applicable, with respect
to the Employee.”
(i)
Effective on February 1, 2025, clause (b) of Section 3.3.3 of the Employment Agreement is hereby amended and restated to read
in its entirety as follows:
Page 2 of
4 |
First Amendment to Employment Agreement |
“provided
Employee elects to receive continued health insurance coverage through COBRA, the Company will pay, or cause to be paid by M&P or
another of the Company’s subsidiaries, Employee’s monthly COBRA contributions for continued health insurance coverage, as
may be amended from time to time (less an amount equal to the premium contribution paid by similarly situated, active Company or M&P
employees, as applicable, if any) for the Severance Months following the Termination Date (the “Health Payment”);”
2.
Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Employment
Agreement to “Employment Agreement”, “Agreement,”
“hereunder,” “hereof,”
“herein” or words of like import shall mean and be a reference to such Employment
Agreement, as applicable, as modified and amended hereby.
3.
Employment Agreement to Continue in Full Force and Effect. Except as modified or amended herein,
the Employment Agreement and the terms and conditions thereof shall remain in full force and effect.
4.
Spot Bonus. No later than 30 days following the Effective Date, the Company shall pay, or cause to be paid by M&P, Employee
a lump-sum, cash bonus of $15,000, less all applicable withholdings and deductions.
5.
Further Assurances. The parties agree that, from time to time, each of them will take such other action and to execute, acknowledge
and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes
and intent of this Amendment and the transactions contemplated herein.
6.
Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations
among the parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings
between the parties, whether written, oral or otherwise. This Amendment is to be read in connection with, and form an amendment to, the
Employment Agreement, and in connection therewith, Sections 5.1, 5.4, 5.5, 5.9, 5.10, and 5.11
of the Employment Agreement are incorporated by reference into this Amendment in their entirety (substituting references to “Agreement”
in such originally language, with “Amendment”).
7.
Counterparts and Signatures. This Amendment and any signed agreement or instrument entered into in connection with this Amendment,
and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument.
Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to
electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as
an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a
contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
Page 3 of 4 |
First Amendment to Employment Agreement |
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of
the Effective Date (except as otherwise provided above).
COMPANY |
|
|
|
|
|
|
|
Mangoceuticals, Inc. |
|
|
|
|
|
|
By: |
/s/ Jacob D. Cohen |
|
|
Jacob Cohen |
|
|
Chief Executive Officer |
|
|
|
|
|
|
Date of Execution: February 6, 2025 |
|
EMPLOYEE |
|
|
|
/s/ Amanda Hammer |
|
|
Amanda Hammer |
|
|
|
|
|
Date of Execution: February 6, 2025 |
|
Page 4 of 4 |
First Amendment to Employment Agreement |
v3.25.0.1
Cover
|
Feb. 03, 2025 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 03, 2025
|
Entity File Number |
001-41615
|
Entity Registrant Name |
MANGOCEUTICALS,
INC
|
Entity Central Index Key |
0001938046
|
Entity Tax Identification Number |
87-3841292
|
Entity Incorporation, State or Country Code |
TX
|
Entity Address, Address Line One |
15110
N. Dallas Parkway
|
Entity Address, Address Line Two |
Suite 600
|
Entity Address, City or Town |
Dallas
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
75248
|
City Area Code |
(214)
|
Local Phone Number |
242-9619
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, $0.0001 Par Value Per Share
|
Trading Symbol |
MGRX
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Grafico Azioni Mangoceuticals (NASDAQ:MGRX)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Mangoceuticals (NASDAQ:MGRX)
Storico
Da Feb 2024 a Feb 2025