MANGOCEUTICALS, INC. 8-K

What Happened
Mangoceuticals, Inc. filed an 8-K reporting that on March 16, 2026 the Board approved a repricing of stock options held by CEO and Chairman Jacob Cohen, reducing their exercise price to $0.45 per share (the closing price on the Effective Date). Mr. Cohen recused himself from the vote. The company also issued a press release on March 17, 2026 announcing it has filed a lawsuit against a former consultant.

Key Details

• Options re-priced on March 16, 2026 under the company’s 2022 Equity Incentive Plan.
• Total options re-priced: 2,133,333 shares (50,000 @ $16.50 granted 8/31/2022; 83,333 @ $4.80 granted 12/28/2023; 2,000,000 @ $2.30 granted 9/9/2025).
• New exercise price for all re-priced options: $0.45 per share.
• Press release announcing the lawsuit was furnished as Exhibit 99.1 to the 8-K (filed 3/17/2026).

Why It Matters
For investors, the repricing materially lowers the strike price for a large block of CEO-held options (2.13M shares), which could increase the likelihood of future exercise and potential dilution if and when those options are exercised. The CEO’s recusal and approval by disinterested directors and board committees is a governance detail investors may note. The lawsuit announcement may carry legal, financial or reputational implications depending on its scope, but the 8-K only discloses that the company filed a suit and provides a press release—no further details or estimated impacts were included.