MANGOCEUTICALS, INC. 10-Q

Item 5. Other Information. The 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. Other Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K. The 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: Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) 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 ”). The 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 restatement. The 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. Item 6. Exhibits Filed/ Exhibit Furnished Filing File Number Description of Exhibit Herewith Form Exhibit Date Number 3.1 Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021 S-1 3.1 1/13/2023 333-269240 3.2 Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022 S-1 3.2 1/13/2023 333-269240 3.3 Bylaws of Mangoceuticals, Inc. S-1 3.3 1/13/2023 333-269240 4.1 Common Stock Purchase Warrant granted to Boustead Securities, LLC evidencing the right to acquire 87,500 shares of common stock (dated March 23, 2023) 10-Q 4.1 5/10/2023 001-41615 65 Table of Contents 4.2 Form of Common Stock Purchase Warrant (Investors – 2022 Private Placement) S-1 4.2 1/13/2023 333-269240 10.1 Stock Purchase Agreement between American International Holdings Corp. and Cohen Enterprises, Inc., dated June 16, 2022 S-1 10.1 1/13/2023 333-269240 10.2 Form of Subscription Agreement (2022 Private Placement) S-1 10.2 1/13/2023 333-269240 10.3 Physician Services Agreement dated August 1, 2022, between Mangoceuticals, Inc. and BrighterMD, LLC dba Doctegrity S-1 10.3 1/13/2023 333-269240 10.4£ Master Services Agreement and Statement of Work dated September 1, 2022, and effective August 31, 2022, between Epiq Scripts, LLC and Mangoceuticals, Inc. S-1 10.4£ 1/13/2023 333-269240 10.5# Executive Employment Agreement dated August 31, 2022, between Mangoceuticals, Inc. and Jacob D. Cohen S-1 10.5# 1/13/2023 333-269240 10.6# Executive Employment Agreement dated August 31, 2022, between Mangoceuticals, Inc. and Jonathan Arango S-1 10.6# 1/13/2023 333-269240 10.7# Mangoceuticals, Inc. 2022 Equity Incentive Plan S-1 10.7# 1/13/2023 333-269240 10.8# Stock Option Agreement dated August 31, 2022 between Mangoceuticals, Inc. and Jacob D. Cohen (750,000 option shares) S-1 10.8# 1/13/2023 333-269240 10.9# Stock Option Agreement dated August 31, 2022 between Mangoceuticals, Inc. and Jonathan Arango (500,000 option shares) S-1 10.9# 1/13/2023 333-269240 10.10# Consulting Agreement dated September 6, 2022, between Mangoceuticals, Inc. and PHX Global, LLC S-1 10.10# 1/13/2023 333-269240 10.11# Consulting Agreement dated September 6, 2022, between Mangoceuticals, Inc. and Ezekiel Elliott S-1 10.11# 1/13/2023 333-269240 10.12# Consulting Agreement dated September 15, 2022, between Mangoceuticals, Inc. and David Sandler S-1 10.12# 1/13/2023 333-269240 10.13# Consulting Agreement dated September 15, 2022, between Mangoceuticals, Inc. and Hsiaoching Chou S-1 10.13# 1/13/2023 333-269240 10.14# Service Agreement dated September 22, 2022, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc. S-1 10.14# 1/13/2023 333-269240 66 Table of Contents 10.15# Offer Letter dated October 1, 2022 entered into between Mangoceuticals, Inc. and Eugene M. Johnston S-1 10.15# 1/13/2023 333-269240 10.16# Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 1, 2022 between Mangoceuticals, Inc. and Eugene M. Johnston S-1 10.16# 1/13/2023 333-269240 10.17# Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Dr. Kenny Myers S-1 10.17# 1/13/2023 333-269240 10.18# October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Kenny Myers S-1 10.18# 1/13/2023 333-269240 10.19# Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Alex P. Hamilton S-1 10.19# 1/13/2023 333-269240 10.20# October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Alex P. Hamilton S-1 10.20# 1/13/2023 333-269240 10.21# Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 14, 2022 between Mangoceuticals, Inc. and Lorraine D’Alessio S-1 10.21# 1/13/2023 333-269240 10.22# October 14, 2022 Offer Letter entered into between Mangoceuticals, Inc. and Dr. Lorraine D’Alessio S-1 10.22# 1/13/2023 333-269240 10.23# Consulting Agreement dated November 1, 2022, between Mangoceuticals, Inc. and White Unicorn, LLC S-1 10.23# 1/13/2023 333-269240 10.24# Master Services Agreement dated December 1, 2022, between Mangoceuticals, Inc. and Global Career Networks, Inc. S-1 10.24# 1/13/2023 333-269240 10.25# Consulting Agreement dated December 21, 2022, between Mangoceuticals, Inc. and Chartered Services, LLC S-1 10.25# 1/13/2023 333-269240 10.26 Waiver Agreement dated December 30, 2022, between Mangoceuticals, Inc. and Boustead Securities, LLC S-1 10.26 1/13/2023 333-269240 10.27# Consulting Agreement dated January 3, 2023, between Mangoceuticals, Inc. and DojoLabs Group, Inc. S-1 10.27# 1/13/2023 333-269240 10.28# Advisor Agreement dated January 6, 2023, between Mangoceuticals, Inc. and Dr. Brian Rudman S-1 10.28# 1/13/2023 333-269240 10.29# Advisor Agreement dated January 6, 2023, between Mangoceuticals, Inc. and Jarrett Boon S-1 10.29# 1/13/2023 333-269240 10.30# Consulting Agreement dated January 6, 2023, between Mangoceuticals, Inc. and Bethor, Ltd S-1 10.30# 1/13/2023 333-269240 67 Table of Contents 10.31# Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Sultan Haroon S-1/A 10.31# 1/26/2023 333-269240 10.32# Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and John Helfrich S-1/A 10.32# 1/26/2023 333-269240 10.33# Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Justin Baker S-1/A 10.33# 1/26/2023 333-269240 10.34# Consulting Agreement dated January 24, 2023, between Mangoceuticals, Inc. and Maja Matthews S-1/A 10.34# 1/26/2023 333-269240 10.35 Secured Installment Promissory Note dated November 18, 2022, between Mangoceuticals, Inc. and BPI Equipment, Inc. S-1/A 10.35 2/21/2023 333-269240 10.36# Employment Agreement dated and effective May 1, 2023, by and between Mangoceuticals, Inc. and Amanda Hammer 8-K 10.1 5/4/2023 001-41615 10.37# Stock Option Agreement dated May 1, 2023 between Mangoceuticals, Inc. and Amanda Hammer (150,000 option shares) 8-K 10.2 5/4/2023 001-41615 10.38 Service Agreement dated September 1, 2023, by and between Mangoceuticals, Inc. and Greentree Financial Group, Inc. 8-K 10.1 9/8/2023 001-41615 10.39£ 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: 333-269240) 8-K 10.2 9/21/2023 001-41615 10.4 First Addendum to Master Services Agreement dated September 15, 2023, by and between Mangoceuticals, Inc. and Epiq Scripts, LLC 8-K 10.3 9/21/2023 001-41615 10.41# Consulting Agreement dated and effective October 3, 2023, by and between Mangoceuticals, Inc. and Eugene M. Johnston 8-K 10.1 10/4/2023 001-41615 10.42# Mangoceuticals, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation X 14.1 Code of Business Conduct and Ethics S-1 14.1 1/13/2023 333-269240 68 Table of Contents 16.1 Letter from M&K CPAS, PLLC to the U.S. Securities and Exchange Commission dated January 26, 2023, from M&K CPAS, PLLC S-1/A 16.1 1/26/2023 333-269240 31.1* Certification of Principal Executive pursuant to Section 302 of the Sarbanes-Oxley Act X 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 32.1** Certification of Principal Executive Pursuant to Section 906 of the Sarbanes-Oxley Act X 32.2** Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act X 101.INS* 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 X 101.SCH* Inline XBRL Taxonomy Extension Schema Document X 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set X * 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. 69 Table of Contents SIGNATURES 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. Date: October 27, 2023 By: /s/ Jacob D. Cohen Jacob D. Cohen Chief Executive Officer (Principal Executive Officer) Mangoceuticals, Inc. Date: October 27, 2023 By: /s/ Eugene M. Johnston Eugene M. Johnston Chief Financial Officer (Principal Financial and Accounting Officer) 70