MGRX Mangoceuticals Inc

 

As filed with the Securities and Exchange Commission on April 1, 2025

 

Registration No. 333- ________

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

MANGOCEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Texas		87-3841292
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

15110 N. Dallas Parkway, Suite 600 Dallas, Texas		75248
(Address of principal executive offices)		(Zip Code)

 

SECOND AMENDED AND RESTATED

MANGOCEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN

(Full title of the plan)

 

Jacob D. Cohen

Chief Executive Officer

Mangoceuticals, Inc.

15110 N. Dallas Parkway, Suite 600

Dallas, Texas 75248

(Name and address of agent for service)

 

(214) 242-9619

(Telephone number, including area code, of agent for service)

 

Copy to:

David M. Loev, Esq.

John S. Gillies, Esq.

The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Telephone: (713) 524-4110

Facsimile: (713) 524-4122

 

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.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

Registration of Additional Shares Pursuant to General Instruction E

 

Pursuant to General Instruction E of Form S-8, Mangoceuticals, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 9,200,000 additional shares of Common Stock under the Registrant’s Second Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”), pursuant to an amendment to the 2022 Plan increasing the number of shares reserved for issuance thereunder by 9,200,000 shares, effective as of March 17, 2025. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on April 18, 2023 (Registration No. 333-271321) and May 14, 2024 (Registration No. 333-279391). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

 

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed with the Commission by the Company are incorporated by reference into this registration statement on Form S-8 (the “Registration Statement”) and are made a part hereof:

 

	(a)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025 (File No. 001-41615)(the “Annual Report”);
	(b)	The Company’s Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on January 8, 2025, January 15, 2025, January 21, 2025, January 31, 2025, February 7, 2025, February 12, 2025, February 12, 2025, February 19, 2025, March 19, 2025, March 25, 2025 and March 28, 2025 (File No. 001-41615);
	(c)	The description of the Company’s Common Stock contained in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, as Exhibit 4.5 (File No. 001-41615), including any amendment or report filed for the purpose of updating such description; and
	(d)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report referred to in (a) above.

 

All reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 5. Interests of Named Experts and Counsel

 

The validity of the common stock covered by this prospectus will be passed upon by The Loev Law Firm, PC. David M. Loev, the Managing Partner, President and sole owner of The Loev Law Firm, PC, beneficially owns less than 1% of the outstanding shares of our common stock and is the brother-in-law of Jacob D. Cohen, our Chairman and Chief Executive Officer.

 

 

Item 8. Exhibits

 

Incorporated by Reference

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021

S-1

333-269240

3.1

1/13/2023

4.2

Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022

S-1

333-269240

3.2

1/13/2023

4.3

Certificate of Amendment to Certificate of Formation, as amended and restated of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 8, 2024

8-K

001-41615

3.1

10/11/2025

4.4

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 2024

8-K

001-41615

3.3

4/1/2024

4.5

Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 2024

8-K

001-41615

3.1

4/25/2024

4.6

Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 2024

8-K

001-41615

3.1

5/2/2024

4.7

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on June 27, 2024

8-K

001-41615

3.2

7/2/2024

4.8

Amendment to Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 17, 2025

8-K

001-41615

3.3

3/19/2025

4.9

Bylaws of Mangoceuticals, Inc.

S-1

333-269240

3.3

1/13/2023

5.1*

Opinion of The Loev Law Firm, PC

X

23.1*

Consent of Turner, Stone & Company, L.L.P.

X

23.2*

Consent of The Loev Law Firm, PC (included in Exhibit 5.1)

X

24.1*

Power of Attorney (included on the signature page of this registration statement)

99.1

Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan

8-K

001-41615

10.2

3/19/2025

99.2

Form of Notice of Stock Option Grant and Stock Option Agreement (2022 Equity Incentive Plan) ***

S-8

333-271321

99.4

4/18/2023

99.3

Form of Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2022 Equity Incentive Plan) ***

S-8

333-271321

99.5

4/18/2023

99.4

Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement (2022 Equity Incentive Plan) ***

S-8

333-271321

99.6

4/18/2023

107*

Filing Fee Table

 

*	Filed herewith.
***	Indicates management contract or compensatory plan or arrangement.

 

 

Item 9. Undertakings

 

(a) The Company hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the Form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

However, paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas on the 1st day of April 2025.

 

	MANGOCEUTICALS, INC.
		/s/ Jacob D. Cohen
	By:	Jacob D. Cohen, Chief Executive Officer and Chairman (Principal Executive Officer)

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Jacob D. Cohen, with full power of substitution, re-substitution and authority to act, as his or her true and lawful attorneys-in-fact and agents, with full power for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on the dates indicated.

 

Signature		Title		Date
/s/ Jacob D. Cohen		Chief Executive Officer and Chairman		April 1, 2025
Jacob D. Cohen		(Principal Executive Officer)
/s/ Eugene M. Johnston		Chief Financial Officer		April 1, 2025
Eugene M. Johnston		(Principal Financial and Accounting Officer)
/s/ Lorraine D’Alessio		Director		April 1, 2025
Lorraine D’Alessio
/s/ Alex P. Hamilton		Director		April 1, 2025
Alex P. Hamilton
/s/ Dr. Kenny Myers		Director		April 1, 2025
Dr. Kenny Myers
/s/ Antonios Isaac		Director		April 1, 2025
Antonios Isaac

 

 

 

Exhibit 5.1

 

 

April 1, 2025

 

Mangoceuticals, Inc.

15110 N. Dallas Parkway, Suite 600

Dallas, Texas 75248

 

Re: Form S-8 Registration Statement

 

Ladies and Gentlemen:

 

We have acted as counsel for Mangoceuticals, Inc., a Texas corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 9,200,000 shares of common stock (the “Shares”), $0.0001 par value per share of the Company (“Common Stock”), reserved for future awards under the Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan (the “Plan”), pursuant to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on the date of this opinion letter, as described in greater detail in the Registration Statement to which this opinion has been filed as an exhibit.

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Company’s Certificate of Formation, as amended to date, (ii) the Company’s Bylaws, as amended to date, (iii) the Registration Statement and the exhibits thereto, (iv) certain resolutions adopted by the Board of Directors of the Company, (v) the Plan, and (vi) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. We have also reviewed such matters of law as we considered necessary or appropriate as a basis for the opinion expressed below. As to various questions of fact material to the opinions expressed below, we have, without independent third party verification of their accuracy, relied in part, and to the extent we deemed reasonably necessary or appropriate, upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company, including the Registration Statement and, to the extent that we deemed such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

With your permission, we have made and relied upon the following assumptions, without any independent investigation or inquiry by us, and our opinion expressed below is subject to, and limited and qualified by the effect of, such assumptions: (1) all corporate records furnished to us by the Company are accurate and complete; (2) the Registration Statement to be filed by the Company with the Commission will be identical to the form of the document that we have reviewed; (3) all statements as to factual matters that are contained in the Registration Statement (including the exhibits to the Registration Statement) and the Plan are accurate and complete; (4) the Company will issue the Shares in accordance with the terms of the Registration Statement and the Plan; and (5) in connection with each issuance of any Shares, the Company will duly execute and deliver a stock certificate evidencing the applicable Shares or, with respect to any applicable Shares issued on an uncertificated basis, the Company will comply with applicable laws regarding the documentation of uncertificated securities.

 

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that (a) when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Shares relate, and (b) when the payment of the consideration for such Shares pursuant to the terms of such Plan and award agreements, have been made, such Shares, as applicable, will be legally issued, fully paid and non-assessable.

 

This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement. Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement, other than as expressly stated above with respect to the Shares.

 

We are opining solely on all applicable statutory provisions of Texas corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Texas Constitution and all applicable judicial and regulatory determinations. We express no opinion as to any county, municipal, city, town or village ordinance, rule, regulation or administrative decision. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. We have made such examination of Texas law as we have deemed relevant for purposes of this opinion.

 

The foregoing opinion assumes that all requisite steps will be taken to comply with the requirements of the Securities Act and applicable requirements of state laws regulating the offer and sale of the Shares.

 

This opinion (i) is rendered in connection with the filing of the Registration Statement, (ii) is rendered as of the date hereof, and we undertake no, and hereby disclaim any kind of, obligation to advise you of any change or any new developments that might affect any matters or opinions set forth herein, and (iii) is limited to the matters stated herein and no opinions may be inferred or implied beyond the matters expressly stated herein.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

	Sincerely,
	/s/ The Loev Law Firm, PC
	The Loev Law Firm, PC

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8, our report dated March 20, 2025 relating to the consolidated financial statements of Mangoceuticals, Inc. (the “Company”) as of and for the years ended December 31, 2024, and 2023, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, appearing in the Annual Report on Form 10-K of the Company for the years ended December 31, 2024 and 2023.

 

We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

 

/s/ Turner, Stone & Company, L.L.P.
Dallas, Texas
April 1, 2025

 

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

FORM S-8

(Form type)

 

Mangoceuticals, Inc.

(Exact name of Registrant as specified in its charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title			Fee Calculation Rule			Amount Registered (1)(2)				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, par value $0.0001 per share			Rule 457(c) (4)				9,200,000	(3)		$	2.29			$	21,068,000			$	0.00015310			$	3,225.51
Total Offering Amounts																$	21,068,000								—
Total Fees Previously Paid																									—
Total Fee Offsets																									—
Net Fee Due																								$	3,225.51

 

	(1)	This Registration Statement on Form S-8 relates to the Second Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) of Mangoceuticals, Inc. (the “Registrant” or the “Company”). This Registration Statement registers an aggregate of 9,200,000 shares of common stock, $0.0001 par value per share of the Company (“Common Stock”), reserved for future awards under the 2022 Plan.
	(2)	In accordance with Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions.
	(3)	Represents shares reserved for issuance pursuant to future awards under the 2022 Plan.
	(4)	Estimated solely for the purpose of calculating the registration fee of the shares of common stock in accordance with Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high ($2.51) and low ($2.0635) sales prices of a share of the Registrant’s common stock on The Nasdaq Capital Market on March 28, 2025, which date is within five business days of the date of the filing of this Registration Statement.

 

 

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