MANGOCEUTICALS, INC.

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:

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):

Dallas, Texas 75248

May 16, 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 an Annual Meeting of our stockholders, which we refer to as the “Annual Meeting” or the “Meeting”, to be held (subject to postponement(s) or adjournment(s) thereof):

The Notice of Annual Meeting and Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), is also available at www.cleartrustonline.com/mgrx. Stockholders may also request a copy of the proxy statement and the 2023 Annual Report by contacting our main office at (214) 242-9619.

These materials were first sent or given to stockholders on or about May 16, 2024. In connection with the Annual 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 Annual 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 Annual Meeting and the Proxy Statement describe the business to be considered and acted upon by the stockholders at the Annual Meeting. Please review these materials and vote your shares.

Your vote is very important. Even if you plan to attend the Annual 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 Annual 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, June 17, 2024. Your vote and participation in our governance is very important to us.

Sincerely,

/s/ Jacob D. Cohen

Jacob D. Cohen

Chairman

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 17, 2024.

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 atwww.cleartrustonline.com/mgrx.

**Mangoceuticals, Inc.

Dallas, Texas 75248

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MONDAY, JUNE 176, 2024

To the Stockholders of Mangoceuticals, Inc.:

We are pleased to provide you notice of, and to invite you to attend, the Annual Meeting of the stockholders of Mangoceuticals, Inc., a Texas corporation (“Mangoceuticals”, the “Company”, “we” and “us”), which will be held on Monday, June 17, 2024, at 12 p.m., Central Time at 15110 N. Dallas Parkway, Dallas, Texas 75248 (subject to postponement(s) or adjournment(s) thereof), which we refer to as the “Annual Meeting”, or the “Meeting”. The Annual Meeting is being held for the following purposes:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” FOR PROPOSAL ONE AND “FOR” PROPOSALS TWO, THREE, FOUR, FIVE AND SIX.

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 Annual Meeting. Our Board of Directors has fixed the close of business on May 6, 2024, as the record date for determining those stockholders entitled to vote at the Annual 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 Annual Meeting.

We cordially invite you to attend the Annual Meeting. However, to ensure your representation at the Annual 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 and our 2023 Annual Report on Form 10-K (the “2023 Annual Report”), notice of the availability of which is first being mailed to stockholders on or about May 16, 2024, are also available at www.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 Annual 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 Annual 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

May 16, 2024

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.