What changed in this filing

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Item 5. Other Information

2023-10-27 compared with 2023-07-28 · 62 added, 36 removed, 80 unchanged (55% of the section changed)

Other Information.

The information and disclosures which are set forth above under “ Item

Unregistered Sales of Equity Securities and Use of Proceeds ”, under the heading “Unregistered Sales of Equity Securities”,

are incorporated by reference into this “Item 5.

Other Information”, in their entirety, and shall serve as disclosure of such

information pursuant to Item 3.02 of Form 8-K.

Incorporated by Reference

Description of Exhibit

Filed/ Furnished Herewith

information and disclosures which are set forth above under “ Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds ”,

under the heading “Unregistered Sales of Equity Securities”, are incorporated by reference into this “Item 5.

Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K.

below event occurred within four business days of the filing date of this periodic report and as such, the Company is disclosing the

occurrence of the event under this Item 5.

Other Information , instead of in a stand alone Current Report on Form 8-K:

5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of

Certain Officers.

Clawback Policy .

On October 26, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery

of Erroneously Awarded Incentive Based Compensation (the “ Clawback Policy ”), with an effective date of October 2,

2023, in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1

of the Securities Exchange Act of 1934, as amended (“ Rule 10D-1 ”), and the listing standards, as set forth in the

Nasdaq Listing Rule 5608 (the “ Final Clawback Rules ”).

Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive

officers as defined in Rule 10D-1 (“ Covered Officers ”) of the Company in the event that the Company is required to

prepare an accounting restatement, in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless

of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, the Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received

within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting

foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text

of the Clawback Policy, a copy of which is attached hereto as Exhibit 10.42 , to this Current Report on Form 8-K and incorporated

herein by reference.

Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021

69 unchanged sentences

and Amanda Hammer (150,000 option shares)

Service Agreement dated September 1, 2023, by and between Mangoceuticals, Inc.

and Greentree Financial Group, Inc.

Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc.

(filed as Exhibit 10.4 to the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on January 13, 2023, and incorporated herein by reference)(File Number:

First Addendum to Master Services Agreement dated September 15, 2023, by and between Mangoceuticals, Inc.

and Epiq Scripts, LLC

Consulting Agreement dated and effective October 3, 2023, by and between Mangoceuticals, Inc.

and Eugene M.

Mangoceuticals, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

Code of Business Conduct and Ethics

from M&K CPAS, PLLC to the U.S.

Letter from M&K CPAS, PLLC to the U.S.

Securities and Exchange Commission dated January 26, 2023, from M&K CPAS, PLLC

3 unchanged sentences

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set

Filed herewith.

Furnished herewith.

# Indicates management contract or compensatory plan

or arrangement.

£ Certain portions of these Exhibits have been

omitted in accordance with Regulation S-K Item 601 because they are both (i) not material to investors and (ii) the type of information

that the Registrant customarily and actually treats as private or confidential, and have been marked with “[***]”

to indicate where omissions have been made.

The Registrant agrees to furnish supplementally an unredacted copy of the Exhibit to the SEC

upon its request.

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 thereunto

duly authorized.

Mangoceuticals, Inc.

July 28, 2023

Chief Executive Officer

(Principal Executive Officer)

Mangoceuticals, Inc.

July 28, 2023

/s/ Eugene M.

Chief Financial Officer

(Principal Financial and Accounting Officer)

Indicates management contract or compensatory plan or arrangement.

Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601 because they are both (i) not material

to investors and (ii) the type of information that the Registrant customarily and actually treats as private or confidential, and have

been marked with “[***]” to indicate where omissions have been made.

The Registrant agrees to furnish supplementally an unredacted

copy of the Exhibit to the SEC upon its request.

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 thereunto duly authorized.

Mangoceuticals,

October 27, 2023

Executive Officer

Executive Officer)

Mangoceuticals,

October 27, 2023

Financial Officer

Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information