MANGOCEUTICALS, INC. (MGRX): M&A transaction — Mangoceuticals acquires patent portfolio for $20M; issues Series C Preferred, eyes Nasdaq compliance

MANGOCEUTICALS, INC.

Acquired global patent portfolio from Intramont for $20M: 980k Series C Preferred Shares ($19.6M) plus $400k cash over 7 months.
Patents cover preventive oral solutions for cold, respiratory diseases, HPV; plans ODT, toothpaste, mouthwash products.
Series C Preferred: 6% cumulative dividend, $20 stated value, convertible at $10.00/share (2-for-1), with 4.999% conversion cap.
Grant-back license to Intramont with 10% royalty on gross worldwide sales beginning April 2025.
Company believes stockholders' equity now >$5M, regaining Nasdaq minimum equity requirement; still non-compliant on bid price.

item 1.01 item 5.03 item 2.01 item 3.02 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MANGOCEUTICALS, INC.: Filed a Certificate of Designations establishing the 6% Series C Convertible Cumulative Preferred Stock, designating 6,250,000 shares with specific dividend, liquidation, conversion, voting, protective, and redemption terms (effective 2024-04-19).

Change: charter amendment
Effective: 2024-04-19

Exact text from the filing

On April 19, 2024, the Company submitted for filing to the Secretary of State of Texas, a Certificate of Designations of Mangoceuticals, Inc. Establishing the Designations, Preferences, Limitations and Relative Rights of Its 6% Series C Convertible Cumulative Preferred Stock (the “ Series C Designation ”), which was filed with the Secretary of State of Texas on April 23, 2024, effective as of April 19, 2024.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

MANGOCEUTICALS, INC. completed an acquisition involving Intramont Technologies, Inc. for $20,000,000 (closed 2024-04-24).

Action: acquisition
Counterparty: Intramont Technologies, Inc.
Consideration: $20,000,000
Closing: 2024-04-24

Exact text from the filing

infections, including the common cold, respiratory diseases, and orally transmitted diseases such as human papillomavirus (HPV) (the “ Patents ”), in consideration for $20,000,000, which is payable to Intramont by (a) the issuance of 980,000 shares of the Company’s newly designated 6% Series C Convertible Preferred Stock (the “ Series C Preferred Stock

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MANGOCEUTICALS, INC. entered into Patent Purchase Agreement with Intramont Technologies, Inc. valued at $20,000,000 (effective 2024-04-24).

Action: entry
Agreement: asset purchase
Counterparty: Intramont Technologies, Inc.
Value: $20,000,000
Effective: 2024-04-24

Exact text from the filing

Mangoceuticals, Inc., a Texas corporation (the “ Company ”, “ we ” and “ us ”), entered into a Patent Purchase Agreement (the “ IP Purchase Agreement ”), with Intramont Technologies, Inc. (“ Intramont ”).

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259 governance changes filed in the last 30 days. Browse all governance changes →

MANGOCEUTICALS, INC. filing history →

Source: SEC EDGAR

accession 0001493152-24-015859

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