MANGOCEUTICALS INC

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

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

15110 N. Dallas Parkway, Suite 600

Dallas, Texas 75248

(214) 242-9619

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Jacob D. Cohen

Chief Executive Officer

15110 N. Dallas Parkway, Suite 600

Dallas, Texas 75248

(214) 242-9619

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joseph M. Lucosky, Esq.

Steven Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

16,166,667 Shares of Common Stock

We are registering the shares of common stock to be issued to permit the resale of these shares of common stock, after they are issued, by the holders of the common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. Any proceeds received by the Company from the exercise of the Warrants will be used for general working capital.

The selling stockholders named in this prospectus may offer and sell, from time to time, in one or more offerings, up to an aggregate of 16,166,667 shares of our common stock, par value $0.0001 per share consisting of (i) one million (1,000,000) shares issuable upon exercise of warrants issued at an exercise price of $0.50 per share (the “$0.50 Warrants”), (ii) five hundred thousand (500,000) shares issuable upon exercise of warrants issued at an exercise price of $1.00 per share (the “$1.00 Warrants” and, together with the $0.50 Warrants, the “Warrants”) and (iii) 14,666,667 shares issuable upon conversion of 2,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) with each share having a stated value of $1,100 and having an assumed conversion price of the floor price of $0.15 per share. Pursuant to the Securities Purchase Agreement, as amended (the “SPA”) entered into, the sale of the Series B Preferred Stock and Warrants is to take place over up to four closings as indicated in the SPA. The registration statement of which prospectus forms a part only registers the shares of common stock underlying the 2,000 shares of Series B Preferred Stock issued (in the case of the 250 and 750 shares of Series B Preferred Stock issued in the second and third closings, respectively) or to be issued (in the case of the 1,000 shares of Series B Preferred Stock to be issued in the fourth closing). The Company previously filed a registration statement to register the shares of common stock underlying the 500 shares of Series B Preferred Stock and the shares of common stock issuable upon the exercise of warrants to purchase 3.3 million shares (the “Prior Registration Statement”). The 500 shares of Series B Preferred Stock and the 3.3 million warrants were issued at the initial closing pursuant to the SPA. The Prior Registration Statement was declared effective by the Securities and Exchange Commission on May 9, 2024. The Company has reserved from its duly authorized capital stock 50,000,000 shares of Common Stock issuable upon exercise of the Warrants and conversion of the Series B Preferred Stock.

We will receive proceeds from any exercise of the Warrants, however, there is no guarantee that any Warrants will be exercised. The shares of our common stock may be sold publicly or through private transactions by the selling stockholders at prevailing market prices or at negotiated prices at the times of sale. The shares of common stock may be offered by the selling stockholders to or through underwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. We provide more information about how the selling stockholders may sell or otherwise dispose of the shares of common stock in the section entitled “Plan of Distribution” beginning on page 134 of this prospectus.

We are not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the selling stockholders. The registration of the securities covered by this prospectus does not necessarily mean that any of these securities will be offered or sold by the selling stockholders. The timing and amount of any sale is within the respective selling stockholders’ sole discretion, subject to certain restrictions. To the extent that any selling stockholder resells any securities, the selling stockholder may be required to provide you with this prospectus identifying and containing specific information about the selling stockholder and the terms of the securities being offered.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.

Shares of our common stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MGRX”. On August 15, 2024, the last sale price per share of our common stock as reported on Nasdaq was $0.32.

We are an “emerging growth company” as defined in the federal securities laws and, as a result, have elected to comply with certain reduced public company disclosure and reporting requirements.

Investing in our common stock involves risks that are described in the “Risk Factors” section in any other annual, periodic or current report.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 16, 2024

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