Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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MANGOCEUTICALS, INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
56270V205 (CUSIP Number) |
Jacob D. Cohen 15110 N. Dallas Parkway, Suite 600, Dallas, TX, 75248 (214) 242-9619 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 56270V205 |
| 1 |
Name of reporting person
Jacob D. Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
921,666.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(7)(9)(11) Includes 83,333 shares of common stock issuable upon exercise of options to purchase shares of common stock at an exercise price of $4.80 per share and an expiration date of December 28, 2028, and 33,333 shares of common stock issuable upon exercise of options to purchase shares of common stock at an exercise price of $16.50 per share and an expiration date of August 31, 2027, which have vested, or which vest, within 60 days of April 10, 2025.(13) Percentage is based on 8,268,240 shares of Common Stock outstanding as of April 10, 2025, as confirmed by the Issuer's transfer agent on such date.
SCHEDULE 13D
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| CUSIP No. | 56270V205 |
| 1 |
Name of reporting person
The Tiger Cub Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
605,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(13) Percentage is based on 8,268,240 shares of Common Stock outstanding as of April 10, 2025, as confirmed by the Issuer's transfer agent on such date.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
MANGOCEUTICALS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
15110 DALLAS PKWY, SUITE 600, Dallas,
TEXAS
, 75248. | |
Item 1 Comment:
This Amendment No. 4 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on May 3, 2023, as amended by Amendment No.1 thereto filed with the Commission on January 2, 2024 and Amendment No. 2 thereto filed with the Commission on June 5, 2024 and Amendment No. 3 thereto filed with the Commission on August 27, 2024, by Jacob D. Cohen and The Tiger Cub Trust (the Schedule 13D as amended and modified to date, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.As used in this Amendment:"Common Stock" means the common stock of the Issuer;"Issuer" or "Company" means Mangoceuticals, Inc.; and"Reporting Persons" means Jacob D. Cohen and The Tiger Cub Trust.Effective on October 16, 2024, the Company affected a 1-for-15 reverse stock split of its outstanding common stock, which has been reflected in the disclosures throughout this Amendment. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Schedule 13D):Effective on April 10, 2025, the Company issued, after recommendation by the Compensation Committee of the Company's Board of Directors and approval by the Board of Directors, an aggregate of 200,000 fully-vested and earned shares of Company common stock under the Company's Second Amended and Restated Mangoceuticals, Inc. 2022 Equity Plan (the "Plan"), as a discretionary bonus for consideration for services rendered during 2025 to Mr. Cohen. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the class of securities beneficially owned by each Reporting Person are set forth on rows 11 and 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto. | |
| (b) | The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto. | |
| (c) | The information in Item 3 is incorporated by reference into this Item 5(c). | |
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons. | |
| (e) | N/A. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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