Stockholders approve Series B conversion price cut to $1.50 and 2022 equity plan expansion

MANGOCEUTICALS, INC.

Series B Preferred conversion price reduced to $1.50 (from $2.25); floor price removed; dividend rights eliminated.
2022 Equity Incentive Plan amended: share reserve 10M shares, evergreen up to 2M shares/yr, max 26M shares.
Stockholders approved issuance of Mango & Peaches subsidiary shares to CEO Jacob Cohen under Nasdaq Rule 5635.
All four proposals approved at March 17, 2025 special meeting; Proposal 1 received 98.8% common and 100% Series B votes.
Designation Amendment filed with Texas Secretary of State on March 17, 2025, effective upon stockholder approval.

item 3.02 item 5.03 item 3.03 item 5.02 item 5.07 item 9.01

Key facts

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

MANGOCEUTICALS, INC.: Filed an amendment to Certificate of Designations of Series B Preferred Stock to reduce conversion price from $2.25 to $1.50, reduce floor price from $2.25 to $1.50, remove dividend rights, and exclude subsidiary from Change of Control definition (effective 2025-03-17).

Change: charter amendment
Effective: 2025-03-17

Exact text from the filing

On March 17, 2025, with the approval of the shareholders of the Company, as discussed in greater detail under Item 5.07 , the Company submitted to the Secretary of the State of Texas, an amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc. (the “ Series B Designation ”), to: (a) reduce the conversion price set forth therein to a fixed price of $1.50 per share (subject to customary adjustments for stock splits) (compared to having a fixed conversion price of $2.25 prior to the amendment)(the “ Conversion Price ”); (b) reduce the floor price set forth therein from $2.25 to $1.50 per share (subject to customary adjustments for stock splits)(the “ Floor Price ”); (c) remove the dividend rights set forth therein (except for standard participatory rights for dividends declared on the Company’s common stock); and exclude the Company’s current wholly-owned subsidiary, Mango & Peaches Corp. (“ Mango & Peaches ”), fr

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MANGOCEUTICALS, INC. filing history →

Source: SEC EDGAR

accession 0001493152-25-010875

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