Cohen Jacob D. 4

What Happened

• Jacob D. Cohen, Chief Executive Officer of Mangoceuticals (MGRX), reported several transfers and awards. On June 5, 2025 he transferred 200,000 shares into The Tiger Cub Trust (a trust he controls) and the filing also shows a 200,000-share gift entry that did not change beneficial ownership. He was granted a 500,000-share discretionary award (reported Sept 9, 2025) and received derivative equity grants including a 50,000-share warrant (July 21, 2025) and a 2,000,000-share derivative grant (Sept 9, 2025). All equity awards and transfers were reported as $0 (no cash paid).

Key Details

• Transaction dates and reported prices:
  • 2025-06-05: Gift/transfer of 200,000 shares to Tiger Cub Trust — $0.
  • 2025-07-21: Warrant to purchase 50,000 shares (derivative) and an A&R Convertible Note-related grant (shares shown as N/A) — terms disclosed in footnote.
  • 2025-09-09: 500,000-share discretionary award ($0) and 2,000,000-share derivative grant ($0).
• Shares owned after transaction: Not explicitly quantified in the Form 4 summary; filing shows both direct ownership and holdings in The Tiger Cub Trust (see footnotes).
• Notable footnotes:
  • Transfer to Tiger Cub Trust did not change beneficial ownership (F1); Tiger Cub Trust is beneficially owned by Cohen but he disclaims beneficial ownership except to the extent of pecuniary interest (F3).
  • 500,000 shares issued as discretionary bonus under the company’s 2022 Equity Incentive Plan; exempt under Rule 16b-3 (F4).
  • On July 21, 2025 the company amended a promissory note with Tiger Cub into a convertible note and granted 50,000 warrants; conversion price $1.785, interest accrues at 18% (F5). The table’s share counts exclude interest that may be convertible (F5).
  • Options/awards vesting: certain options vest over 18 months with 500,000 vesting on grant and additional tranches at 6, 12 and 18 months; accelerate on certain terminations/change of control (F7).
• Filing timeliness: The Form 4 was filed March 20, 2026 reporting transactions from June—September 2025, which is well after the usual two-business-day reporting window; this appears to be a late filing.

Context

• The June 5 transfer was a gift/transfer into a trust controlled by Cohen and the filing states it did not change beneficial ownership — gifts/transfers to related trusts often do not signal a change in insider sentiment.
• The awards and derivative grants (options/warrants and a convertible note) are compensation and financing-related instruments, not open-market purchases. The convertible note and warrants could dilute existing shareholders if converted/exercised; conversion terms include a $1.785 conversion price and interest accrual.
• All reported awards/transfers were at $0 (no cash paid), and some derivative amounts and the convertible note include additional terms (interest, conversion mechanics, vesting) that affect when/if shares would actually be issued.