Mangoceuticals (NASDAQ:MGRX) Enters into Securities Purchase Agreements with Institutional Accredited Investors

Mangoceuticals, Inc. recently disclosed entering into Securities Purchase Agreements (SPAs) with institutional accredited investors, as per a Form 8-K filed with the Securities and Exchange Commission on December 18, 2024. The Texas-based corporation sealed definitive terms with these investors, resulting in the sale of 250 shares of Series B Convertible Preferred Stock for $250,000 and warrants to acquire 330,000 shares of common stock, alongside 100 shares of Series B Preferred Stock for $100,000, paired with warrants to purchase 132,000 shares of common stock. Additional shares and warrants up to $900,000 are expected to be issued on similar terms.

One notable stipulation in the SPAs is the Purchasers’ right until the 18th month anniversary of the closing date to partake in any subsequent offerings or financing activities undertaken by Mangoceuticals. The company has set aside 3,000,000 shares of common stock for potential issuance upon warrant exercises and conversion of the Series B Preferred Stock.

The agreements also encompass customary provisions, including representations, warranties, and covenants by Mangoceuticals, alongside restrictions on variable rate transactions for a prescribed period post-closing. The company clarified that this report does not serve as an offer to sell or a solicitation to buy securities, emphasizing compliance with pertinent securities laws.

Warrants issued by Mangoceuticals to Purchasers are exercisable after 180 days from their grant date for a period of five years. Additionally, these warrants feature constraints barring holders from beneficially owning more than 4.99% of the company’s outstanding common stock. In specific circumstances like Dilutive Issuances or Share Combination Events, adjustments to exercise prices on the warrants are mandated.

The Form 8-K also highlighted that the issuance of Series B Preferred Stock and warrants was exempt from registration requirements, being conducted under Section 4(a)(2) and/or Rule 506 of Regulation D, due to the private nature of the transactions. These securities are subject to transfer restrictions and bear legends indicating their unregistered status.

Upon full conversion of the Series B Preferred Stock and exercise of the warrants, up to 171,112 and 462,000 shares of common stock would be issued to the holders, respectively.

This release refers to Exhibits filed alongside the Form 8-K, containing detailed terms of the SPAs, warrants, and Series B Preferred Stock.

The company’s Chief Executive Officer, Jacob D. Cohen, signed the report on December 26, 2024, pursuant to Securities Exchange Act of 1934 requirements.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Mangoceuticals’s 8K filing here.

About Mangoceuticals

Mangoceuticals, Inc develops, markets, and sells various men's wellness products and services through a telemedicine platform in the United States. It offers erectile dysfunction (ED) products under the Mango brand and hair loss products under the Grow brand name. The company markets and sells these branded ED and hair loss products online through its website at MangoRx.com.