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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): April 28, 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
1.01 Entry into a Material Definitive Agreement.
Promissory
Note
On
May 2, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”), borrowed $100,000
from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen (“Tiger
Cub”), and entered into a Promissory Note with Tiger Cub to evidence such loan.
The
Promissory Note has a principal balance of $100,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly,
and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five
business days following the closing of a Qualified Financing, as discussed below.
The
Promissory Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies,
and customary representations and warranties of the parties and covenants of the Company.
The
Company may prepay the Promissory Note at any time prior to maturity; however, any such prepayment will require a prepayment premium
equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment.
The “Make Whole Amount” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied
by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory
Note.
The
Promissory Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued
interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “Qualified Financing”
is defined in the Promissory Note as any fundraising transaction completed after the Promissory Note’s effective date, other than
a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital.
In
the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare
the outstanding obligations under the Promissory Note immediately due and payable (in the event of bankruptcy such repayment obligation
is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by,
holder, the principal amount of the Promissory Note automatically increases to an amount equal to the then outstanding balance of the
Promissory Note, plus the Make Whole Amount.
*
* * * *
The
foregoing description of the Promissory Note is only a summary of the material terms of such agreement, does not purport to be complete
and is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated into this Item 1.01 in its entirety, by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above relating to the Promissory Note, is incorporated into this Item 2.03 by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
issuance of the Settlement Shares as defined below in Item 8.01, was/will be exempt from registration pursuant to an exemption from registration
provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”),
since the foregoing issuance did not/will not involve a public offering and the recipient was an “accredited investor”.
The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have
not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities laws.
On
April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $110,000), into 73,333 shares of common stock of the Company pursuant to the terms of such Series
B Convertible Preferred Stock, including the current conversion price of $1.50 per share.
On
May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred
Stock (with an aggregate stated value of $330,000), into 220,000 shares of common stock of the Company pursuant to the terms of such
Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.
We
claim an exemption from registration provided by Section 3(a)(9) of the Securities Act for such issuances in connection with the Series
B Convertible Preferred Stock conversions, as the securities were exchanged by us with our existing security holders in a transaction
where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item
8.01. Other Events.
Settlement
Agreement
On
May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the “Settlement”) between
the Company, Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman and 1800 Diagonal Lending, LLC (“1800
Diagonal”). Pursuant to the Settlement and in consideration for general releases of all parties, and the dismissal of a lawsuit
with prejudice, pursuant to which 1800 Diagonal has made claims against the Company and Mr. Cohen, the Company agreed to issue 1800 Diagonal
62,500 shares of restricted common stock of the Company (the “Settlement Shares”). The Settlement Agreement was entered
into following a mediation between the parties.
Following
the issuance of the Settlement Shares and the shares issuable upon conversion of the Series B Convertible Preferred Stock as discussed
in Item 3.02 above, there is an aggregate of 11,034,023 shares of common stock of the Company outstanding.
Item
9.01 Exhibits.
(d)
Exhibits.
*
Filed herewith.
£
Represents management contract or compensatory plan or arrangement.
#
Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the
Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule
or exhibit so furnished.
SIGNATURES
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:
May 6, 2025 |
By: |
/s/
Jacob D. Cohen |
|
|
Jacob
D. Cohen |
|
|
Chief
Executive Officer |
Exhibit
10.1
PROMISSORY
NOTE
NOW
THEREFORE FOR VALUE RECEIVED, the undersigned, Mangoceuticals, Inc., a Texas corporation (the “Borrower”),
hereby promises to pay to the order of The Tiger Cub Trust (the “Holder”), One Hundred Thousand Dollars
($100,000) (the “Amount Outstanding”), plus Interest and other amounts thereon and as applicable, as discussed
below, in lawful money of the United States of America, which shall be legal tender, bearing interest and payable as provided herein.
This Note evidences and documents $100,000 loaned by the Holder to the Borrower on or around May 2, 2025
1. Effective
Date. This Promissory Note (this “Note” or “Promissory Note”) is entered into
on, and effective on, May 2, 2025 (the “Effective Date”).
2. Defined
Terms. Certain capitalized terms used below have the meanings given to such terms in Section 17.
3. Interest.
The Principal amount of this Note shall accrue interest based on the Standard Interest Rate, compounded at the end of each calendar month
(“Standard Interest”), beginning at the end of the first calendar month following the Effective Date (“Monthly
Interest”). All Monthly Interest shall accrue and be payable on the Maturity Date. If not paid in full on the Maturity
Date and/or if an Event of Default occurs hereunder, the Amount Outstanding (which shall increase automatically to the Default Amount
upon an Event of Default) and Accrued Interest shall accrue interest at the Default Interest Rate, compounded monthly (at the end of
each calendar month), until paid in full (“Default Interest”, and together with Standard Interest, “Interest”).
All computations of Interest shall be made on the basis of twelve 30-day months and where applicable, for the actual number of days elapsed.
4. Maturity
Date. The “Maturity Date” of this Note shall be the earlier of:
(a)
May 2, 2026 (the “Stated Maturity Date”);
(b)
the date that the Holder has provided Borrower written notice of an Acceleration (or if applicable,
the date the amount due hereunder is automatically subject to Acceleration); and
(c)
five (5) Business Days after the closing of a Qualified Funding (the “Mandatory
Prepayment Date”).
5. Optional
Prepayments. This Note may be prepaid in whole or in part, at any time and from time prior to the Maturity Date (each a “Prepayment”),
provided that if paid prior to the Stated Maturity Date, a prepayment premium/make-whole premium payment equal to (A) the Make Whole
Amount, minus (B) the total Accrued Interest as such Prepayment date (which shall also be due at the time of such Prepayment), shall
be due at the time of such repayment (the “Prepayment Premium”), together with all Accrued Interest through
such Prepayment date. The Borrower and Holder agree that the Prepayment Premium shall not be deemed interest under Texas law.
Promissory Note |
Mangoceuticals, Inc. – May 2, 2025 |
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6. Mandatory
Prepayment. This Note shall be repaid by the Company, together with all Accrued Interest on the Mandatory Prepayment Date, together
with a prepayment premium/make-whole premium payment equal to (A) the Make Whole Amount, minus (B) the total Accrued Interest as such
Mandatory Prepayment date (which Accrued Interest shall also be due at the time of such Mandatory Prepayment)(the “Mandatory
Prepayment Premium”). The Borrower and Holder agree that the Mandatory Prepayment Premium shall not be deemed interest
under Texas law.
7. Application
of Payments. Unless an Event of Default under this Note has occurred and is continuing, all payments made by Borrower under this
Note will be applied: (i) first, to late charges, costs of collection or enforcement, and similar amounts due, if any, under the Note;
(ii) second, to Accrued Interest that is due and payable under this Note, if any; and (iii) third, the remainder to Amount Outstanding
(or Default Amount, as applicable) due and payable under this Note. If an Event of Default under this Note has occurred and is continuing,
all payments made by Borrower under this Note will be applied to the sums due under this Note in any order or combination that Holder
may determine, in its sole discretion. Holder’s records shall be conclusive evidence, absent manifest error, of the amount outstanding
under this Note at any time.
8. Payments
Due on Non-Business Days. If any payment of Amount Outstanding, prepayment amount, the Default Amount or Interest on this Note shall
become due on a non-Business Day, such payment shall be made on the preceding Business Day.
9. No
Impairment of Obligations of Borrower. No provision of this Note shall alter or impair the obligation of Borrower to pay the Amount
Outstanding, any prepayment amount, or Default Amount (as applicable) and Interest on this Note at the times, places and rates, and in
the coin or currency, herein prescribed.
10. Maximum
Rate Limitation. Notwithstanding anything to the contrary in this Note or any other agreement entered into in connection herewith,
whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate of all Interest and any other
charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable or receivable under this Note
or otherwise in connection with this loan transaction, shall under no circumstances exceed the Maximum Rate.
Promissory Note |
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11. Representations
and Warranties of Borrower. The Borrower represents and warrants to Holder as of the date of this Note, as follows:
(a) The
Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of
organization and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and
to conduct its business as it is now being conducted.
(b) The
Borrower has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.
(c) No
consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person
is required in order for the Borrower to execute, deliver, or perform any of its obligations under this Note, except for consents previously
obtained and any filings with Governmental Authorities which may be made after the date of this Note.
(d) The
execution and delivery of this Note and the consummation by the Borrower of the transactions contemplated hereby do not and will not
(a) violate any provision of the Borrower’s organizational documents; (b) violate any law or order applicable to the Borrower or
by which any of its properties or assets may be bound; or (c) constitute a default under any Material Agreement by which the Borrower
may be bound.
(e) The
execution and delivery by the Borrower of this Note (i) are within the Borrower’s power and authority, and (ii) have been duly
authorized by all necessary action.
(f) This
Note is a legally binding obligation of the Borrower, enforceable against the Borrower in accordance with the terms hereof, except to
the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive
or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.
(g) Borrower
has no Knowledge of any current Event of Default (as defined below) under this Note or any matter which with the passing of time could
become an Event of Default.
(h) No
litigation, action, investigation, event, or proceeding is pending or, to Borrower’s Knowledge is threatened, by any Person or
Governmental Authority against the Borrower.
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12. Holder
represents and warrants to the Borrower, and agrees, as follows (collectively the “Representations”):
(a) This
Note is being acquired for investment for the Holder’s own account, not as a nominee or agent.
(b) Holder
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition
of the Note.
(c) In
connection with the purchase of the Notes, the Holder has consulted its legal, accounting, regulatory, and tax advisors to the extent
such Holder has deemed appropriate.
(d) Holder
is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.
(e) Holder
has carefully considered and has, to the extent he, she or it, believes such discussion necessary, discussed with his professional, legal,
tax and financial advisors, the suitability of an investment in the Note for his, her or its, particular tax and financial situation
and his, her or its, respective advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable
investment for him, her or it.
13. Affirmative
Covenants of Borrower. Until all amounts outstanding in this Note have been paid in full, the Borrower shall:
(a) (i)
Preserve, renew and maintain in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of its business; except in each case where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.
(b) Comply
with (i) all of the terms and provisions of its organizational documents; (ii) its obligations under this Note; and (iii) all laws and
orders applicable to it and its business; except in each case where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.
(c) Promptly
execute and deliver such further instruments and do or cause to be done such further acts as may be reasonably necessary or advisable,
upon advice of counsel to the Borrower, to carry out the intent and purpose of this Note.
Promissory Note |
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14. Events
of Defaults. If an Event of Default (as defined herein) occurs (unless all Events of Default have been cured or waived by Holder),
the Amount Outstanding shall automatically increase to the Default Amount, and the Default Amount and Accrued Interest under this Note
shall accrue Interest at the Default Interest Rate until paid in full, (a) Holder may, by written notice to the Borrower, declare the
Default Amount and the Accrued Interest, and all other amounts payable on, this Note to be immediately due and payable, if an Event of
Default is triggered by any section below other than any of Sections (e)(i) through (vi), and (b) if the Event of Default
is triggered by any of Sections (e)(i) through (vi) below, the Default Amount and the Accrued Interest, and all other amounts
payable on, this Note, shall be immediately due and payable (as applicable (a) or (b), an “Acceleration”).
The following events and/or any other Events of Default defined elsewhere in this Note are “Events of Default”
under this Note:
(a) the
Borrower shall fail to pay, when and as due, the Amount Outstanding, any prepayment amount, or Interest, payable hereunder, and such
failure shall not have been cured within ten (10) days following the written notice thereof from the Holder to the Borrower; or
(b) the
Borrower shall have breached in any material respect any term, condition or covenant in this Note, and, with respect to breaches capable
of being cured, such breach shall not have been cured within ten (10) Business Days following the written notice thereof from the Holder
to the Borrower, as applicable; or
(c) any
material representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant
hereto or in connection herewith or therewith shall be false or misleading in any material respect as of the date made; or
(d) the
occurrence of a Material Adverse Effect which is not cured by the Borrower within ten (10) Business Days; or
(e) the
Borrower shall: (i) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal
for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (ii) commence any proceeding
under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether
now or hereafter in effect; (iii) have filed against it any such petition or application in which an order for relief is entered or which
remains undismissed for a period of ninety (90) days or more; (iv) indicate its consent to, approval of or acquiescence in any such petition,
application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of
its assets; or (v) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days
or more; or
(f) the
dissolution or liquidation of Borrower; or
(g) the
Borrower shall take any action authorizing, or in furtherance of, any of the foregoing.
Promissory Note |
Mangoceuticals, Inc. – May 2, 2025 |
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15. Rights
Upon the Occurrence of an Event of Default. In case any one or more Events of Default shall occur and be continuing, Holder may proceed
to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance
of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any
power granted hereby or thereby or by law or otherwise. No course of dealing and no delay on the part of Holder in exercising any right,
power or remedy shall operate as a waiver thereof or otherwise prejudice Holder’s rights, powers or remedies. No right, power or
remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter
available at law, in equity, by statute or otherwise.
16. Maximum
Rate. If from any circumstance any holder of this Note shall ever receive Interest or any other charges constituting interest, or
adjudicated as constituting interest, the amount, if any, which would exceed the Maximum Rate shall be applied to the reduction of the
Amount Outstanding, any prepayment amount, or Default Amount owing on this Note, and not to the payment of Interest; or if such excessive
interest exceeds the unpaid balance of Amount Outstanding (or Default Amount) or any prepayment amount, hereof, the amount of such excessive
interest that exceeds the unpaid balance of Amount Outstanding (or Default Amount) and any prepayment amount, hereof shall be refunded
to Borrower. In determining whether or not the interest paid or payable exceeds the Maximum Rate, to the extent permitted by applicable
law (i) any non-Amount Outstanding (or Default Amount) payment or any prepayment amount, shall be characterized as an expense, fee or
premium rather than as Interest; and (ii) all Interest at any time contracted for, charged, received or preserved in connection herewith
shall be amortized, prorated, allocated and spread in equal parts during the period of the full stated term of this Note.
17. Definitions.
Unless otherwise required by the context in which a defined term appears, or otherwise set forth, the following terms shall have the
meanings specified in this Section 17. Terms that are defined in other Sections of this Note shall have the meanings given to
such terms in those Sections.
(a) “Accrued
Interest” means any and all accrued and unpaid Interest on this Note.
(b) “Business
Day” means any day except Saturday, Sunday or any day on which banks are authorized by Law to be closed in the state of
Texas.
(c) “Default
Amount” means the Amount Outstanding, plus (A) the Make Whole Amount, minus (B) the total Accrued Interest as the date
of such Event of Default, which the Borrower and Holder agree is a make-whole premium, payable in the event this Note is required to
be repaid prior to the Stated Maturity Date due to an Event of Default.
(d) “Default
Interest Rate” means the rate of eighteen percent (18%) per annum.
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(e) “Governmental
Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial,
provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.
(f) “Knowledge”
means the actual knowledge of the Principal Persons of the referenced party or any knowledge which should have been obtained by any of
the Principal Persons of such party upon reasonable investigation and inquiry.
(g) “Make
Whole Amount” means an amount equal to the Amount Outstanding set forth on the first page of this Note (i.e., without regard
to any increase in such Amount Outstanding pursuant to the terms of this Note), multipied by the Standard Interest Rate.
(h) “Material
Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent),
operations, condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of this Note; (c) the rights or remedies
of the Holder hereunder; or (d) the Borrower’s ability to perform any of its material obligations hereunder.
(i) “Material
Agreement” means each agreement, contract or understanding to which the Borrower is a party, which has an aggregate value,
relates to aggregate possible payments, aggregate possible liability to the Borrower to the counterparty, or an aggregate value of services
to be rendered by the Borrower or the counterparty, in each case during the term (including any possible extension terms called for in
such agreement, contract or understanding) in excess of $50,000.
(j) “Maximum
Rate” shall mean the maximum rate of non-usurious interest allowed by applicable federal or state law.
(k) “Person”
means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership,
unincorporated organization, Governmental Authority or other entity.
(l) “Principal
Persons” means any officer, director, owner, key employee or other Person with primary management or supervisory responsibilities
with respect to a party, or any other Person.
(m) “Qualified
Financing” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar
terms as this Note, after the date of this Note, for the principal purpose of raising capital.
(n) “Standard
Interest Rate” means 18% per annum.
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18. Waiver
of Demand and Presentment. Except as provided herein, Borrower and any sureties, guarantors and endorsers of this Note jointly and
severally waive demand, presentment, notice of nonpayment or dishonor, notice of intent to accelerate, notice of acceleration, diligence
in collecting, grace, notice and protest, and consent to all extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the Holder. The Holder shall similarly have the right to deal in anyway, at
any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of
time for payment of any of said indebtedness, or to grant any other indulgences or forbearance whatsoever, without notice to any other
party and without in any way affecting the personal liability of any party hereunder.
19. Counterparts,
Effect of Facsimile, Emailed and Photocopied Signatures. This Note and any signed agreement or instrument entered into in connection
with this Note, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one
and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg
or similar attachment to electronic mail (email) or downloaded from a website or data room (any such delivery, an “Electronic
Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have
the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each
other party shall re execute the original form of this Note and deliver such form to all other parties. No party shall raise the use
of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated
through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense,
except to the extent such defense relates to lack of authenticity.
20. Governing
Law; Venue and Waiver of Jury Trial. It is the intention of the Borrower and Holder that the terms and provisions of this Note are
to be construed in accordance with and governed by the laws of the State of Texas, except as such laws may be preempted by any federal
law controlling the rate of Interest which may be charged on account of this Note. Any dispute, claim, controversy, or legal proceeding
arising out of or relating to this Note in any way (any “Dispute”) shall be exclusively brought before a business
court in the First Business Court Division of the State of Texas (the “Business Court”), if the Dispute meets
the jurisdictional requirements of such Business Court; and, if the Dispute does not meet the jurisdictional requirements of such Business
Court, or the Business Court is not then accepting new case filings, then the Dispute shall be exclusively brought in the Circuit Court
in and for Dallas County, Texas. The parties also hereby consent to supplemental jurisdiction by the Business Court over any claims that
are part of the same case or controversy as that which meets the primary jurisdictional requirements of such Business Court. AS A SPECIFICALLY
BARGAINED INDUCEMENT FOR BORROWER AND HOLDER (EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), BORROWER AND HOLDER EXPRESSLY WAIVES
THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS NOTE.
Promissory Note |
Mangoceuticals, Inc. – May 2, 2025 |
Page 8 of 11 |
21. Successors
and Assigns. This Note shall be binding upon the Borrower, and Borrower’s heirs, executors, administrators, successors and
permitted assigns and inure to the benefit of the Holder named herein and Holder’s respective successors and assigns. Each holder
of this Note, by accepting the same, agrees to and shall be bound by all of the provisions of this Note. Holder may assign this Note
or any of its rights, interests or obligations to this Note without the prior written approval of Borrower, but with written notice to,
the Borrower. The term “Borrower” as used herein in every instance shall include the Borrower’s successors,
heirs, executors, administrators, legal representatives and assigns, including all subsequent grantees, either voluntarily by act of
the Borrower or involuntarily by operation of law and shall denote the singular and/or plural and the masculine and/or feminine and natural
and/or artificial persons, whenever and wherever the contexts so requires or properly applies. The term “Holder”
as used herein in every instance shall include the Holder’s successors, legal representatives and assigns, as well as all subsequent
assignees and endorsees of this Note, either voluntarily by act of the Borrower and Holder or involuntarily by operation of law, subject
where applicable to applicable law. Captions and paragraph headings in this Note are for convenience only and shall not affect its interpretation.
22. Attorneys’
Fees. Anything else in this Note to the contrary notwithstanding, in any action arising out of this Note, the prevailing party shall
be entitled to collect from the non-prevailing party all of its attorneys’ fees. For the purposes of this Note, the party who receives
or is awarded a substantial portion of the damages or claims sought in any proceeding shall be deemed the “prevailing”
party and attorneys’ fees shall mean the reasonable fees charged by an attorney or a law firm for legal services and the services
of any legal assistants, and costs of litigation, including, but not limited to, fees and costs at trial and appellate levels.
23. Severability.
In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed
as if such invalid, illegal or unenforceable provision had never been contained herein.
24. Amendments
and Modifications. This Note may not be changed orally, but only by an agreement in writing, signed by the Borrower and Holder.
25. Entire
Agreement. This Note constitutes the entire agreement of the Borrower and Holder regarding the matters contemplated herein and therein,
or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the Borrower and Holder in connection
therewith.
Promissory Note |
Mangoceuticals, Inc. – May 2, 2025 |
Page 9 of 11 |
26. Construction.
Wherever the context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine
gender and the neuter and vice versa. The headings, captions and arrangements used in this Note are for convenience only and shall not
affect the interpretation of this Note.
27. Notices.
All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal
delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv)
via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax
(as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other
method provided for in this Section 27, acknowledges having received that email (with an automatic “read receipt”
or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 27, but which acknowledgement
of acceptance shall include cases where recipient ‘replies’ to such prior email, including the body of the prior email in
such ‘reply’). Such notices shall, if sent to the Company, be sent to the address as set forth on the signature page hereof
and if to the Holder, to the address as set forth on the signature page hereof, subject to notice of changes thereof from any party with
at least ten (10) Business Days’ notice to the other party. Rejection or other refusal to accept or the inability to deliver because
of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal
or inability to deliver.
28. Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive
of, any rights or remedies otherwise available.
29. No
Security. The Borrower’s obligations under this Note are not secured.
30. Qualified
Commercial Loan. The Borrower and the Holder desire for the loan evidenced by this Note to be a Qualified Commercial Loan and (1)
the Borrower has advised the Holder to seek the advice of an attorney and an accountant in connection with the commercial loan; and (2)
the Borrower has had the opportunity to seek the advice of an attorney and accountant of the Borrower’s choice in connection with
the commercial loan.
[Remainder
of page left intentionally blank. Signature page follows.]
Promissory Note |
Mangoceuticals, Inc. – May 2, 2025 |
Page 10 of 11 |
IN
WITNESS WHEREOF, Borrower has duly executed this Promissory Note on May 2, 2025.
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Mangoceuticals, Inc. |
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By: |
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Name: |
Eugene
M. Johnston |
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Title: |
Chief
Financial Officer |
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Address for notice: |
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Attn: |
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Email: |
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“Holder” |
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THE TIGER CUB TRUST |
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By: |
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Name: |
Jacob
Cohen |
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Title: |
Trustee |
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Address
for notice: |
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Attn: |
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Email: |
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Promissory Note |
Mangoceuticals, Inc. – May 2, 2025 |
Page 11 of 11 |
v3.25.1
Cover
|
Apr. 28, 2025 |
Cover [Abstract] |
|
Document Type |
8-K
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Amendment Flag |
false
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Document Period End Date |
Apr. 28, 2025
|
Entity File Number |
001-41615
|
Entity Registrant Name |
MANGOCEUTICALS,
INC.
|
Entity Central Index Key |
0001938046
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Entity Tax Identification Number |
87-3841292
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Entity Incorporation, State or Country Code |
TX
|
Entity Address, Address Line One |
15110
N. Dallas Parkway
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Entity Address, Address Line Two |
Suite 600
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Entity Address, City or Town |
Dallas
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
75248
|
City Area Code |
(214)
|
Local Phone Number |
242-9619
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Written Communications |
false
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Soliciting Material |
false
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Pre-commencement Tender Offer |
false
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Pre-commencement Issuer Tender Offer |
false
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Title of 12(b) Security |
Common
Stock, $0.0001 Par Value Per Share
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Trading Symbol |
MGRX
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Security Exchange Name |
NASDAQ
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Entity Emerging Growth Company |
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