---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-014330"
form_type: "8-K"
ticker: "MGRX"
cik: "0001938046"
company_name: "MANGOCEUTICALS, INC."
filed_at: "2024-04-11T23:59:59+00:00"
generated_at: "2026-06-04T00:11:44.096206+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Mangoceuticals closes $500K initial tranche of Series B Preferred Stock and 3.3M warrants

## Summary
- Initial closing: $500,000 for 500 Series B shares (stated value $1,100 each, 10% discount) plus warrants for 3.3M shares at $0.26.
- Second closing of $250,000 and third closing of $750,000 subject to stockholder approval and SEC effectiveness.
- Series B Preferred: 10% cumulative dividend, convertible at lower of $0.40 or 90% of three lowest VWAPs in prior 10 days, floor $0.035.
- Warrants exercisable from Oct 4, 2024 for 5 years; cashless if no effective registration after 120 days.
- Company must hold stockholder meeting within 30 days to waive 19.99% exchange cap and increase authorized shares.

## SEC filing metadata
- accession: 0001493152-24-014330
- form_type: 8-K
- ticker: MGRX
- cik: 0001938046
- company_name: MANGOCEUTICALS, INC.
- filed_at: 2024-04-11T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1938046/000149315224014330/0001493152-24-014330-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1938046/000149315224014330/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-014330
- JSON: https://secwatch.observer/filing/0001493152-24-014330.json
- Plain text: https://secwatch.observer/filing/0001493152-24-014330.txt

## Key facts
- Material Agreements
  MANGOCEUTICALS, INC. entered into Securities Purchase Agreement with an institutional accredited investor valued at $1,650,000 (effective 2024-04-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an institutional accredited investor
  - Value: $1,650,000
  - Effective: 2024-04-05
  source text: Effective on April 5, 2024 (the " Initial Closing Date "), Mangoceuticals, Inc., a Texas corporation (the " Company ", " we " and " us "), agreed to definitive terms on a Securities Purchase Agreement dated April 4, 2024 (the " SPA "), with an institutional accredited investor (the " Purchaser "), pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 1,500 shares of Series B Convertible Preferred Stock (" Series B Preferred Stock ") of the Company for $1,650,000, and warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1938046/000149315224014330/0001493152-24-014330-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.