Cohen Jacob D. 4

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.