Cohen Jacob D. 4

4 · MANGOCEUTICALS, INC. · Filed Mar 20, 2026

AI-generated summary of this filing

Updated Mar 20, 2026

Mangoceuticals (MGRX) CEO Jacob Cohen Receives Repriced Options

What Happened

Jacob D. Cohen, CEO of Mangoceuticals, had a set of derivative transactions on March 16, 2026 in which 2,133,333 option-type awards were surrendered (dispositions to the issuer) and an equal number — 2,133,333 — were regranted (awards/acquisitions). The transactions show $0.00 per transaction (derivative entries), and the company reports the options were repriced effective March 16, 2026 to a new exercise price of $0.45 per share. The repricing was approved by the Board and Compensation Committee and was reported as exempt under Rule 16b‑6(d) and Rule 16b‑3.

Key Details

Transaction date: March 16, 2026; Form 4 filed March 20, 2026 (filing appears late relative to the usual 2-business‑day Form 4 deadline).
Action: Surrender/cancellation of 50,000 + 83,333 + 2,000,000 = 2,133,333 option awards and contemporaneous grant of 2,133,333 repriced options.
Transaction price shown on Form 4 entries: $0.00 (these are derivative adjustments). New exercise price (per footnote): $0.45.
Shares/options owned after transaction: Not specified in the provided data. Footnotes indicate some holdings are direct (F1) and some are held by The Tiger Cub Trust (F2), for which Mr. Cohen is trustee and disclaims beneficial ownership except to the extent of pecuniary interest.
Notable footnotes:
- F3: Board/Compensation Committee approved a repricing to $0.45 (exempt under Rule 16b‑6(d) and Rule 16b‑3).
- F4/F5: Vesting schedules differ by grant — some vested 1/3 on each of Sept 1, 2023/2024/2025; another grant vests over 18 months with 500,000 immediately vested on Sept 9, 2025 and incremental vesting thereafter; acceleration provisions apply on certain terminations or change of control.
No cash sale or open‑market sale of shares occurred here — these are option/award adjustments.

Context

This filing reflects an option repricing (old options surrendered and new options issued at a $0.45 strike). That is different from an open‑market purchase or a sale of shares and does not by itself represent a buy or sell of underlying shares.
The repriced options may become valuable only if the stock later trades above the new $0.45 exercise price and vesting conditions are met. Vesting terms and acceleration clauses (see F4/F5) determine when Cohen can exercise or sell underlying shares.

Form 4

Period: 2026-03-16

DirectorChief Executive Officer10% Owner

Transactions

Disposition to Issuer
Stock Option (right to buy)
[F3][F4][F1]
2026-03-16−50,000→ 0 total
Exercise: $16.50Exp: 2027-09-01→ Common Stock (50,000 underlying)
Award
Stock Option (right to buy)
[F3][F4][F1]
2026-03-16+50,000→ 50,000 total
Exercise: $0.45Exp: 2027-09-01→ Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F3][F1]
2026-03-16−83,333→ 0 total
Exercise: $4.80From: 2023-12-28Exp: 2028-12-28→ Common Stock (83,333 underlying)
Award
Stock Option (right to buy)
[F3][F1]
2026-03-16+83,333→ 83,333 total
Exercise: $0.45From: 2023-12-28Exp: 2028-12-28→ Common Stock (83,333 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F3][F5][F1]
2026-03-16−2,000,000→ 0 total
Exercise: $2.30Exp: 2035-09-09→ Common Stock (2,000,000 underlying)
Award
Stock Option (right to buy)
[F3][F5][F1]
2026-03-16+2,000,000→ 2,000,000 total
Exercise: $0.45Exp: 2035-09-09→ Common Stock (2,000,000 underlying)

Holdings

Footnotes (5)

[F1]Represents Mr. Cohen's direct ownership of the Issuer.
[F2]Shares held directly by The Tiger Cub Trust, which is beneficially owned by Jacob D. Cohen, its Trustee. Mr. Cohen disclaims beneficial ownership of the securities held by The Tiger Cub Trust except to the extent of his pecuniary interest therein.
[F3]On March 16, 2026, the Issuer's Board of Directors, with the recommendation and approval of the Compensation Committee of the Board of Directors, approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on March 16, 2026 (the "Effective Date") with a new exercise price of $0.45, which exceeded the closing price on Nasdaq as of the Effective Date. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
[F4]A total of 1/3 of such options vested on each of September 1, 2023, 2024 and 2025.
[F5]The options vest over 18 months with 500,000 of the options vesting upon grant on September 9, 2025, and 500,000 of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohen's continued service with the Company on such vesting date; and vest in full upon any termination of Mr. Cohen by the Company without cause, or by Mr. Cohen for good reason, or upon a change of control of the Company.

1 file