MANGOCEUTICALS, INC.
For the period ended Mar 1, 2024. Filed Mar 1, 2024.
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Mar 1, 2024 · Filed Mar 1, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Mangoceuticals, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dallas, Texas 75248
March 1, 2024
To Our Stockholders:
The Board of Directors (“Board”) and officers of Mangoceuticals, Inc., a Texas corporation (the “Company”), join us in extending to you a cordial invitation to attend a special meeting of our stockholders, which we refer to as the special meeting or the Meeting, to be held (subject to postponement(s) or adjournment(s) thereof):
| Date: | Monday, March 25, 2024 |
|---|---|
| Time: | 12 p.m. Central Time |
| Meeting Site: | 15110 Dallas Parkway, Suite 600, Dallas, Texas 75248 |
The Notice of Special meeting and Proxy Statement, is also available atwww.cleartrustonline.com/mgrx. Stockholders may also request a copy of the proxy statement by contacting our main office at (214) 242-9619.
These materials were first sent or given to stockholders on March 1, 2024. In connection with the special meeting, you will be asked to consider and vote on certain proposals, which are more fully described in the accompanying proxy statement. Whether or not you plan to attend the special meeting, we urge you to read the proxy statement (and any documents attached hereto) and consider such information carefully before voting. The attached Notice of Special meeting and the Proxy Statement describe the business to be considered and acted upon by the stockholders at the special meeting. Please review these materials and vote your shares.
Your vote is very important. Even if you plan to attend the special meeting, if you are a holder of record of voting stock please submit your proxy by mail, fax, Internet or telephone as soon as possible to make sure that your shares are represented at the special meeting. If you hold your shares of Company stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by Internet or telephone.
Our Board of Directors encourages your participation in Mangoceuticals, Inc.’s electoral process and, to that end, solicits your proxy with respect to the matters described in the Notice of Meeting and the proxy statement.
We look forward to seeing you on Monday, March 25, 2024. Your vote and participation in our governance is very important to us.
Sincerely,
/s/ Jacob D. Cohen
Jacob D. Cohen
Chairman
Our proxy statement is available at the following cookies-free website that can be accessed anonymously:www.cleartrustonline.com/mgrx. Stockholders may also vote prior to the meeting at www.cleartrustonline.com/mgrx.
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**Mangoceuticals, Inc.
Dallas, Texas 75248
**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, MARCH 25, 2024
To the Stockholders of Mangoceuticals, Inc.:
We are pleased to provide you notice of, and to invite you to attend, the special meeting of the stockholders of Mangoceuticals, Inc., a Texas corporation (“Mangoceuticals”, the “Company”, “we” and “us”), which will be held on Monday, March 25, 2024, at 12 p.m., Central Time at 15110 Dallas Parkway, Suite 600, Dallas, Texas 75248 (subject to postponement(s) or adjournment(s) thereof), which we refer to as the special meeting, or the “Meeting”. The special meeting is being held for the following purposes:
| 1. | To approve an Amendment to the Company’s Certificate of Formation, as amended to approve a reverse stock split of the Company’s outstanding common stock. Stockholders are being asked to approve an amendment to our Certificate of Formation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-two to one-for-fifty inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to March 25, 2025 (the “Reverse Split Proposal”). |
| 2. | To approve the adoption of the First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan. Stockholders are being asked to approve and ratify, and the Board of Directors recommends that you approve and ratify, the First Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (the “Equity Plan Proposal”). |
| 3. | To approve the adjournment of the special meeting, if necessary. Stockholders are being asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Reverse Split Proposal (the “Adjournment Proposal”). |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS ONE, TWO AND THREE.
No proposal is contingent on the approval of any other proposal disclosed above.
Any action may be taken on any one of the foregoing proposals at the Meeting on the date specified above or on any date or dates to which the Meeting may be postponed or adjourned. We do not expect to transact any other business at the special meeting. Our Board of Directors has fixed the close of business on February 28, 2024, as the record date for determining those stockholders entitled to vote at the special meeting and any adjournment or postponement thereof. Accordingly, only common stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the special meeting.
We cordially invite you to attend the special meeting. However, to ensure your representation at the special meeting, please authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number, faxing your proxy card or by using the Internet as described in the instructions included with your proxy card or voting instruction card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card. This will not prevent you from voting at the meeting, but will help to secure a quorum and avoid added solicitation costs. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares and the vote cannot be cast unless you provide instructions to your broker. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your proxy may be revoked at any time before it is voted. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the meeting.
The enclosed proxy statement, notice of the availability of which is first being mailed to stockholders on or about March 1, 2024, is also available atwww.cleartrustonline.com/mgrx. Stockholders may also request a copy of the proxy statement by contacting our main office at (214) 242-9619.
Even if you plan to attend the special meeting, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the special meeting if you are unable to attend.
If you have any questions or require any assistance with voting your shares, please contact our proxy agent, ClearTrust, LLC at 1-813-235-4490.
By Order of the Board of Directors:
/s/ Jacob D. Cohen
Jacob D. Cohen
Chairman
Dallas, Texas
March 1, 2024
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.
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TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| Information Contained in this Proxy Statement | 1 |
| Time, Date and Place | 1 |
| Attendance at the Special Meeting | 1 |
| Conduct at the Meeting | 1 |
| Record Date and Shares Entitled to Vote | 2 |
| Voting Process | 2 |
| Providing and Revoking Proxies | 3 |
| Voting Requirements for Each of the Proposals | 3 |
| Quorum | 4 |
| Board of Directors Voting Recommendations | 4 |
| Mailing Costs and Solicitation of Proxies | 4 |
| Inspector of Voting | 5 |
| Stockholders Entitled to Vote at the Meeting | 5 |
| Voting Instructions | 5 |
| Confidential Voting | 5 |
| Stockholder of Record and Shares Held in Brokerage Accounts | 5 |
| Multiple Stockholders Sharing the Same Address | 5 |
| Voting Results | 6 |
| Company Mailing Address | 6 |
| Other Matters | 6 |
| BACKGROUND OF THE COMPANY | 6 |
| DEFINITIONS | 7 |
| FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS | 7 |
| REFERENCES TO ADDITIONAL INFORMATION | 7 |
| VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS | 8 |
| Security Ownership of Management and Certain Beneficial Owners and Management | 8 |
| Change of Control | 9 |
| PROPOSAL 1 AMENDMENT TO CERTIFICATE OF FORMATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | 9 |
| General | 9 |
| Purpose | 10 |
| Accounting Matters | 11 |
| Risks of the Proposed Reverse Stock Split | 11 |
| Principal Effects of the Reverse Stock Split | 13 |
| Fractional Shares | 16 |
| Determination of the Reverse Stock Split Ratio | 17 |
| Potential Consequences if the Reverse Split Proposal is Not Approved | 17 |
| Effective Date and Time of the Reverse Stock Split | 17 |
| No Dissenters’ Rights | 18 |
| Certain United States Federal Income Tax Consequences | 18 |
| Exchange of Stock Certificates | 20 |
| Book-Entry Shares | 21 |
| Interests of Directors and Executive Officers | 21 |
| Vote Required | 21 |
| Board Recommendation | 21 |
| PROPOSAL 2 ADOPTION OF THE FIRST AMENDMENT TO THE Mangoceuticals, Inc. 2022 | 22 |
| EQUITY INCENTIVE PLAN | 22 |
| General | 22 |
| Background and Purpose of the Amended Plan | 22 |
| Current Overview of Outstanding Equity Information | 22 |
| Summary of the Material Terms of the Amended Plan | 23 |
| Vote Required | 31 |
| Board Recommendation | 31 |
| General | 32 |
| Vote Required | 32 |
| Board Recommendation | 32 |
| OTHER MATTERS | 33 |
| Additional Filings | 33 |
| Other Matters to be Presented at the Special Meeting | 33 |
| Interest of Certain Persons in or Opposition to Matters to Be Acted Upon: | 33 |
| Company Contact Information | 33 |
| WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF INFORMATION BY REFERENCE | 33 |
| Appendix A – Form of Certificate of Amendment of Certificate of Formation of Mangoceuticals, Inc. | A-1 |
|---|---|
| Appendix B – First Amendment to Mangoceuticals, Inc. 2022 Equity Incentive Plan | B-1 |
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**PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.