MANGOCEUTICALS INC
For the period ended Feb 18, 2025. Filed Feb 18, 2025.
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Feb 18, 2025 · Filed Feb 18, 2025
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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 |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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 |
15110 N. Dallas Parkway, Suite 600
Dallas, Texas 75248
February 18, 2025
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 17, 2025 |
|---|---|
| Time: | 12:00 p.m. Central Time |
| Meeting Site: | 15110 N. 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 February 18, 2025. 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 17, 2025. 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 March 17, 2025.
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.
15110 N. Dallas Parkway, Suite 600
Dallas, Texas 75248
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, MARCH 17, 2025
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 17, 2025, at 12:00 p.m., Central Time at 15110 N. 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 amendments to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “Series B Designation”) to (a) fix the conversion rate of the Series B Convertible Preferred Stock at $1.50 per share, (b) reduce the Floor Price (as defined in the Series B Designation) to $1.50 per share, (c) remove the accrual of dividends on the Series B Convertible Preferred Stock, and (d) to exclude Mango & Peaches Corp., our wholly-owned subsidiary (“Mango & Peaches”) and transactions involving Mango & Peaches from the definition of Change of Control Transaction; and to approve the issuance of more than 19.99% of our outstanding common stock upon the conversion of shares of Series B Convertible Preferred Stock in connection therewith. Our common stock and Series B Convertible Preferred Stock holders are being asked (i) to approve amendments to our Series B Designation to (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (compared to having a fixed conversion price of $2.25 currently)(the “Conversion Price”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (the “Floor Price”); (c) to remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock); and (d) to exclude Mango & Peaches and transactions involving Mango & Peaches from the definition of Change of Control Transaction; and (ii) to approve the issuance of more than 19.99% of our outstanding common stock upon the conversion of shares of Series B Convertible Preferred Stock in connection therewith (the “Series B Amendment Proposal”). |
| 2. | To approve the adoption of the Second 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 Second Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan (the “Equity Plan Proposal”). |
| 3. | To approve the issuance of shares of common stock and Series A Super Majority Voting Preferred Stock of Mango & Peaches, our wholly-owned subsidiary, to our Chief Executive Officer and Chairman, Jacob Cohen, pursuant to Nasdaq Listing Rule 5635. Stockholders are being asked to approve the issuance of shares of common stock and Series A Super Majority Voting Preferred Stock of Mango & Peaches, our wholly-owned subsidiary, to our Chief Executive Officer and Chairman, Jacob Cohen, pursuant to Nasdaq Listing Rule 5635 (the “M&P Equity Compensation Proposal”). |
| 4. | To approve the adjournment of the Annual Meeting, if necessary. Stockholders are being asked to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Series B Amendment Proposal, Equity Plan Proposal and/or M&P Equity Compensation Proposal (the “Adjournment Proposal”). |
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS ONE, TWO, THREE AND FOUR.
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 13, 2025, 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 and holders of our Series B Convertible Preferred Stock (“Series B Preferred Stock”) and 6% Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of record at the close of business on that date are entitled to notice of the special meeting and only holders of our common stock and Series B Preferred Stock (solely as to Proposal 1, the Series B Amendment Proposal), are entitled 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 February 18, 2025, is 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 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
February 18, 2025
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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.