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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): January 9, 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
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03, below, is incorporated by reference into this Item 3.03 in its entirety.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
January 9, 2025, Mango & Peaches Corp. (“M&P”), the current wholly-owned subsidiary of Mangoceuticals, Inc.,
a Texas corporation (the “Company”, “we” and “us”), filed a Certificate of Designations
of Mango & Peaches Corp., establishing the designations, preferences, limitations, and relative rights of its Series A Super Majority
Voting Preferred Stock (the “Series A Preferred Stock”), with the Secretary of State of Texas, which was filed by
the Texas Secretary of State on January 15, 2025, effective January 9, 2025 (the “Series A Designation”). The Series
A Designation designated 100 shares of Series A Preferred Stock, the rights of which are discussed in greater detail below:
Series
A Super Majority Voting Preferred Stock
The
Series A Designation provides for the Series A Preferred Stock to have the following rights:
Dividend
Rights. The Series A Preferred Stock do not accrue dividends.
Liquidation
Preference. The Series A Preferred Stock have no liquidation preference.
Conversion
Rights. The Series A Preferred Stock have no conversion rights.
Voting
Rights. For so long as any shares of Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately
as a class, have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of
M&P and upon any action taken by stockholders of M&P with or without a meeting) equal to fifty-one percent (51%) of the total
vote (the “Total Series A Vote” and the “Voting Rights”). For example, if there are 10,000 shares
of M&P’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock,
voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting.
Additionally,
so long as Series A Preferred Stock is outstanding, M&P shall not, without the affirmative vote of the holders of at least 66-2/3%
of all outstanding shares of Series A Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Certificate
of Formation or the Bylaws of M&P so as to adversely affect the designations, preferences, limitations and relative rights of the
Series A Preferred Stock, (ii) effect any reclassification of the Series A Preferred Stock, (iii) designate any additional series of
preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series A Preferred
Stock; or (iv) amend, alter or repeal any provision of the Series A Designation (except in connection with certain non-material technical
amendments).
Redemption
Right. The Series A Preferred Stock has no redemption rights.
Protective
Provisions. Subject to the rights of series of preferred stock which may from time to time come into existence, so long as any
shares of Series A Preferred Stock are outstanding, M&P cannot without first obtaining the approval (by written consent, as provided
by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class:
(a)
Issue any additional shares of Series A Preferred Stock after the original issuance of shares of Series A Preferred Stock;
(b)
Increase or decrease the total number of authorized or designated shares of Series A Preferred Stock;
(c)
Effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock;
(d)
Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred
Stock; or
(e)
Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares
of such series, including the rights set forth in the Series A Designation.
It
is anticipated that the 100 designated shares of Series A Preferred Stock of M&P will be issued to Jacob Cohen, the Chief Executive
Officer of the Company, pursuant to the terms of his Amended and Restated Executive Employment Agreement with the Company, entered into
on December 13, 2024, as described in greater detail in the Current Report on Form 8-K, filed by the Company with the Securities and
Exchange Commission on December 19, 2024
*
* * * *
The
description of the Series A Designation above is not complete and is qualified in its entirety by the full text of the Series A Designation,
filed herewith as Exhibit 3.1, which is incorporated by reference in this Item 5.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
*
Filed herewith.
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:
January 15, 2025 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF DESIGNATIONS
OF
MANGO
& PEACHES CORP.
ESTABLISHING
THE DESIGNATIONS, PREFERENCES,
LIMITATIONS,
AND RELATIVE RIGHTS OF ITS
SERIES
A SUPER MAJORITY VOTING PREFERRED STOCK
Pursuant
to Section 21.155 of the Texas Business Organizations Code (the “TBOC”), Mango & Peaches Corp.,
a corporation organized and existing under the TBOC (the “Company”),
DOES
HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Certificate of Formation of the Company
(the “Certificate”), as amended, and pursuant to Section 21.155 of the TBOC, the Board of Directors,
pursuant to Section 6.201 of the TBOC, the Board of Directors, by unanimous written consent of all members of the Board, on January
[ ], 2025, duly adopted a resolution providing for the issuance of a series of One Hundred (100) shares of Series A Super Majority Voting
Preferred Stock, which resolution is and reads as follows:
RESOLVED,
that pursuant to the authority expressly granted to and invested in the Board of Directors of the Company by the provisions of the
Certificate and Section 6.201 of the TBOC, a new series of the preferred stock, par value $0.0001 per share, of the Company be,
and it hereby is, established; and it is further
RESOLVED,
that the new series of preferred stock of the Company be, and it hereby is, given the distinctive designation of “Series
A Super Majority Voting Preferred Stock”; and it is further
RESOLVED,
that the Series A Super Majority Voting Preferred Stock shall consist of One Hundred (100) shares; and it is further
RESOLVED,
that the Series A Super Majority Voting Preferred Stock shall have the powers and preferences, and the relative, participating, optional
and other rights, and the qualifications, limitations, and restrictions thereon set forth below (the “Certificate of Designation”):
SECTION
1. DESIGNATION OF SERIES; RANK. The shares of such series of Series A Super Majority Voting Preferred Stock shall be designated as
the “Series A Preferred Stock” and the number of shares initially constituting such series shall be One Hundred
(100) shares.
SECTION
2. DIVIDENDS. The Holder(s) of the Series A Preferred Stock shall not be entitled to receive dividends paid on the Company’s
common stock (“Common Stock”). “Holder” shall mean the person or entity in which
the Series A Preferred Stock is registered on the books of the Company.
Page 1 of 5 Certificate of Designations of Series A Super Majority Voting Preferred Stock Mango & Peaches Corp. |
SECTION
3. LIQUIDATION PREFERENCE. The Holder(s) of the Series A Preferred Stock shall not be entitled to any liquidation preference.
SECTION
4. VOTING.
4.1
Voting Rights. The Holders of the Series A Preferred Stock will have the voting rights as described in this Section 4
or as required by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the Holders thereof,
voting separately as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting
of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one
percent (51%) of the total vote (the “Total Series A Vote”). For example, if there are 10,000 shares of the
Company’s Common Stock issued and outstanding at the time of a shareholder vote, the Holders of the Series A Preferred Stock, voting
separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting. For
the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes
(i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total Common Stock shares
outstanding; (A) the voting rights applicable to any outstanding shares of preferred stock, other than the Series A Preferred Stock,
if any; and (c) the voting rights attributable to the Series A Preferred Stock, as described herein, whether such Series A Preferred
Stock shares are voted or not.
4.2
Amendments to Articles of Incorporation and Bylaws. So long as the Series A Preferred Stock is outstanding, the Company shall
not, without the affirmative vote of the Holders of at least 66-2/3% of all outstanding shares of Series A Preferred Stock, voting separately
as a class (i) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws of the Company so as to adversely
affect the designations, preferences, limitations and relative rights of the Series A Preferred Stock, (ii) effect any reclassification
of the Series A Preferred Stock, or (iii) designate any additional series of preferred stock, the designation of which adversely effects
the rights, privileges, preferences or limitations of the Series A Preferred Stock set forth herein.
4.3
Amendment of Rights of Series A Preferred Stock. The Company shall not, without the affirmative vote of the Holders of at least
66-2/3% of all outstanding shares of the Series A Preferred Stock, amend, alter or repeal any provision of this Certificate of Designation;
provided, however, that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series A
Preferred Stock, make technical, corrective, administrative or similar changes in this Certificate of Designation that do not, individually
or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series A Preferred Stock.
Page 2 of 5 Certificate of Designations of Series A Super Majority Voting Preferred Stock Mango & Peaches Corp. |
SECTION
5. CONVERSION RIGHTS. The shares of the Series A Preferred Stock shall have no conversion rights.
SECTION
6. REDEMPTION RIGHTS. The shares of the Series A Preferred Stock shall have no redemption rights.
SECTION
7. NOTICES. Any notice required hereby to be given to the Holders of shares of the Series A Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each Holder of record at his, her or its address appearing
on the books of the Company.
SECTION
8. PROTECTIVE PROVISIONS. Subject to the rights of series of preferred stock which may from time to time come into existence, so
long as any shares of Series A Preferred Stock are outstanding, the Company shall not without first obtaining the approval (by written
consent, as provided by law) of the Holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together
as a class:
(a)
Issue any additional shares of Series A Preferred Stock after the original issuance of shares of Series A Preferred Stock;
(b)
Increase or decrease the total number of authorized or designated shares of Series A Preferred Stock;
(c)
Effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock;
(d)
Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred
Stock; or
(e)
Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares
of such series, including the rights set forth in this Certificate of Designations.
PROVIDED,
HOWEVER, that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series A Preferred
Stock, make technical, corrective, administrative or similar changes in this Certificate of Designation that do not, individually or
in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series A Preferred Stock.
SECTION
9. NO OTHER RIGHTS OR PRIVILEGES. Except as specifically set forth herein, the Holders of the Series A Preferred Stock shall have
no other rights, privileges, or preferences with respect to the Series A Preferred Stock.
Page 3 of 5 Certificate of Designations of Series A Super Majority Voting Preferred Stock Mango & Peaches Corp. |
SECTION
10. MISCELLANEOUS.
(a)
The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall
not affect the interpretation of any of the provisions of this Certificate of Designation.
(b)
Whenever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under
applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision herein
set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should
determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended or shortened,
then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.
(c)
Except as may otherwise be required by law, the shares of the Series A Preferred Stock shall not have any powers, designations, preferences
or other special rights, other than those specifically set forth in this Certificate of Designations.
—————————————————-
NOW
THEREFORE BE IT RESOLVED, that the Certificate of Designations is hereby approved, affirmed, confirmed, and ratified; and it is further
RESOLVED,
that each officer of the Company be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf
of the Company, any and all documents, and to perform any and all acts necessary to reflect the Directors’ approval and ratification
of the resolutions set forth above and this Certificate of Designations; and it is further
RESOLVED,
that in addition to and without limiting the foregoing, each officer of the Company and the Company’s attorney be and hereby is
authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name
and on behalf of the Company, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent
of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments,
as the case may be) and all action heretofore taken by such person in connection with the subject of the foregoing recitals and resolutions
be, and it hereby is approved, ratified and confirmed in all respects as the act and deed of the Company; and it is further
RESOLVED,
that this Certificate of Designations may be executed in one or more counterparts, each of which will be deemed to be an original, but
all of which taken together will constitute one and the same instrument. Any electronic signature of a signatory to this Certificate
of Designations is intended to authenticate such writing and shall be as valid, and have the same force and effect as a manual signature.
Any such electronically signed Certificate of Designations shall be deemed (i) an “electronic transmission”,
(ii) to be “written” or “in writing”; (ii) to have been signed; and (iii) to constitute
a record established and maintained in the ordinary course of business, and an original written record when printed from electronic files.
For purposes hereof, “electronic signature” includes, but is not limited to (i) a scanned copy (as a “pdf”
(portable document format) or other replicating image) of a manual ink signature, (ii) an electronic copy of a traditional signature
affixed to this Certificate of Designations, (iii) a signature incorporated into this Certificate of Designations utilizing touchscreen
capabilities, (iv) a signature incorporated into this Certificate of Designations as a (x) graphic, (y) image file or (z) manually typed
characters, added to such document with the intention of such characters representing the signatory’s execution of such Certificate
of Designations; or (v) a digital signature. A photocopy, facsimile, .pdf, .tif, .gif, .jpeg or similar electronic copy of this Certificate
of Designations (or any signature hereto) shall be effective as an original for all purposes.
[Remainder
of page left intentionally blank. Signature page follows.]
Page 4 of 5 Certificate of Designations of Series A Super Majority Voting Preferred Stock Mango & Peaches Corp. |
IN
WITNESS WHEREOF, the Board of Directors of the Company has unanimously approved and caused this “Certificate of Designations
of Mango & Peaches Corp. Establishing the Designations, Preferences, Limitations, and Relative Rights of its Series A Super Majority
Voting Preferred Stock” to be duly executed and approved this 8th day of January 2025.
DIRECTORS:
|
/s/ Jacob
Cohen |
| |
Jacob Cohen |
| |
Sole Director |
Page 5 of 5 Certificate of Designations of Series A Super Majority Voting Preferred Stock Mango & Peaches Corp. |
v3.24.4
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|
Jan. 09, 2025 |
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|
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--12-31
|
| Entity File Number |
001-41615
|
| Entity Registrant Name |
MANGOCEUTICALS,
INC.
|
| Entity Central Index Key |
0001938046
|
| Entity Tax Identification Number |
87-3841292
|
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TX
|
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15110
N. Dallas Parkway
|
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|
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Mangoceuticals (NASDAQ:MGRX)
Historical Stock Chart
From Dec 2024 to Jan 2025
Mangoceuticals (NASDAQ:MGRX)
Historical Stock Chart
From Jan 2024 to Jan 2025
