As
filed with the Securities and Exchange Commission on May 14, 2024
Registration
No. 333- ________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MANGOCEUTICALS,
INC.
(Exact
name of registrant as specified in its charter)
Texas |
|
87-3841292 |
(State
or other jurisdiction
of incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
15110
N. Dallas Parkway, Suite 600
Dallas,
Texas |
|
75248 |
(Address
of principal executive offices) |
|
(Zip
Code) |
AMENDED
AND RESTATED
MANGOCEUTICALS,
INC. 2022 EQUITY INCENTIVE PLAN
(Full
title of the plan)
Jacob
D. Cohen
Chief
Executive Officer
Mangoceuticals,
Inc.
15110
N. Dallas Parkway, Suite 600
Dallas,
Texas 75248
(Name
and address of agent for service)
(214)
242-9619
(Telephone
number, including area code, of agent for service)
Copy
to:
David
M. Loev, Esq.
John
S. Gillies, Esq.
The
Loev Law Firm, PC
6300
West Loop South, Suite 280
Bellaire,
Texas 77401
Telephone:
(713) 524-4110
Facsimile:
(713) 524-4122
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
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|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Registration
of Additional Shares Pursuant to General Instruction E
Pursuant
to General Instruction E of Form S-8, Mangoceuticals, Inc. (the “Registrant”) is filing this Registration Statement
with the Securities and Exchange Commission (the “Commission”) to register 7,831,500 additional shares of Common Stock
under the Registrant’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”), pursuant to (a) an
amendment to the 2022 Plan increasing the number of shares reserved for issuance thereunder by 5,831,500 shares, effective as of March
25, 2024; and (b) the provisions of the 2022 Plan providing for an automatic increase in the number of shares reserved for issuance under
the 2022 Plan, which resulted in an automatic increase in the number of shares of Common Stock eligible for future awards under the 2022
Plan by 2,000,000 shares effective April 1, 2024. This Registration Statement hereby incorporates by reference the contents of the Registrant’s
registration statement on Form S-8 filed with the Commission on April 18, 2023 (Registration No. 333-271321). In accordance with
the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has
been omitted from this Registration Statement.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed with the Commission by the Company are incorporated by reference into this registration statement on Form S-8
(the “Registration Statement”) and are made a part hereof:
|
(a) |
The
Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024 (File No. 001-41615)(the
“Annual Report”); |
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(b) |
The
Company’s Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on January 2, 2024; January 23, 2024; January 25, 2024; March 26, 2024; April 11, 2024; April 25, 2024; and May 2, 2024 (File No. 001-41615); |
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(c) |
The
description of the Company’s Common Stock contained in our Annual Report on Form 10-K for the year ended December 31, 2023,
filed with the SEC on April 1, 2024, as Exhibit 4.5 (File No. 001-41615), including any amendment or report filed for the purpose
of updating such description; and |
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(d) |
All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) since the end of the fiscal year covered by the Annual Report referred to in (a) above. |
All
reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current
Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items)
on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
5. Interests of Named Experts and Counsel
The
validity of the common stock covered by this prospectus will be passed upon by The Loev Law Firm, PC. David M. Loev, the Managing Partner,
President and sole owner of The Loev Law Firm, PC, beneficially owns less than 2% of the outstanding shares of our common stock and is
the brother-in-law of Jacob D. Cohen, our Chairman and Chief Executive Officer.
Item
8. Exhibits
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Incorporated
by Reference |
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing Date |
|
Filed
Herewith |
4.1 |
|
Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on October 7, 2021 |
|
S-1 |
|
333-269240 |
|
3.1 |
|
1/13/2023 |
|
|
4.2 |
|
Certificate of Amendment to Certificate of Formation of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 15, 2022 |
|
S-1 |
|
333-269240 |
|
3.2 |
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1/13/2023 |
|
|
4.3 |
|
Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Mangoceuticals, Inc., submitted to the Secretary of State of Texas on March 28, 2024 |
|
10-K |
|
001-41615 |
|
3.3 |
|
4/1/2024 |
|
|
4.4 |
|
Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 19, 2024 |
|
8-K |
|
001-41615 |
|
3.1 |
|
4/25/2024 |
|
|
4.5 |
|
Certificate of Correction to Certificate of Designations, Preferences and Rights of 6% Series C Convertible Preferred Stock of Mangoceuticals, Inc., filed with the Secretary of State of Texas on April 29, 2024 |
|
8-K |
|
001-41615 |
|
3.1 |
|
5/2/2024 |
|
|
4.6 |
|
Bylaws of Mangoceuticals, Inc. |
|
S-1 |
|
333-269240 |
|
3.3 |
|
1/13/2023 |
|
|
5.1* |
|
Opinion of The Loev Law Firm, PC |
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X |
23.1* |
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Consent of Turner, Stone & Company, L.L.P. |
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X |
23.2* |
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Consent of The Loev Law Firm, PC (included in Exhibit 5.1) |
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X |
24.1* |
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Power of Attorney (included on the signature page of this registration statement) |
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X |
99.1 |
|
Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan |
|
8-K |
|
001-41615 |
|
10.2 |
|
3/26/2024 |
|
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99.2 |
|
Form of Notice of Stock Option Grant and Stock Option Agreement (2022 Equity Incentive Plan) *** |
|
S-8
|
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333-271321
|
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99.4 |
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4/18/2023
|
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99.3 |
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Form of Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2022 Equity Incentive Plan) *** |
|
S-8
|
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333-271321
|
|
99.5 |
|
4/18/2023
|
|
|
99.4 |
|
Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement (2022 Equity Incentive Plan) *** |
|
S-8
|
|
333-271321
|
|
99.6 |
|
4/18/2023
|
|
|
107* |
|
Filing Fee Table |
|
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* |
Filed
herewith. |
|
|
*** |
Indicates
management contract or compensatory plan or arrangement. |
Item
9. Undertakings
(a)
The Company hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the Form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
However,
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Dallas, State of Texas on the 14th day of May 2024.
|
MANGOCEUTICALS,
INC. |
|
|
|
|
/s/
Jacob D. Cohen |
|
By: |
Jacob
D. Cohen, Chief Executive Officer and Chairman (Principal Executive Officer) |
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Jacob D. Cohen, with full power
of substitution, re-substitution and authority to act, as his or her true and lawful attorneys-in-fact and agents, with full power for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities on the dates indicated.
Signature |
|
Title |
|
Date |
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|
|
/s/
Jacob D. Cohen |
|
Chief
Executive Officer and Chairman |
|
May
14, 2024 |
Jacob
D. Cohen |
|
(Principal
Executive Officer) |
|
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|
/s/
Eugene M. Johnston |
|
Chief
Financial Officer |
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May
14, 2024 |
Eugene
M. Johnston |
|
(Principal
Financial and Accounting Officer) |
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/s/
Lorraine D’Alessio |
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Director |
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May
14, 2024 |
Lorraine
D’Alessio |
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/s/
Alex P. Hamilton |
|
Director |
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May
14, 2024 |
Alex
P. Hamilton |
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/s/
Dr. Kenny Myers |
|
Director |
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May
14, 2024 |
Dr.
Kenny Myers |
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Exhibit 5.1
May 14, 2024
Mangoceuticals, Inc.
15110 N. Dallas Parkway, Suite 600
Dallas, Texas 75248
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for Mangoceuticals,
Inc., a Texas corporation (the “Company”), in connection with the Company’s registration under the Securities
Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 7,831,500 shares of common stock
(the “Shares”), $0.0001 par value per share of the Company (“Common Stock”), reserved for future
awards under the Amended and Restated Mangoceuticals, Inc. 2022 Equity Incentive Plan (the “Plan”), pursuant to the
Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and
Exchange Commission (the “Commission”) on the date of this opinion letter, as described in greater detail in the Registration
Statement to which this opinion has been filed as an exhibit.
In reaching the opinions set forth
herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents
and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this
opinion, including (i) the Company’s Certificate of Formation, as amended to date, (ii) the Company’s Bylaws, as amended to
date, (iii) the Registration Statement and the exhibits thereto, (iv) certain resolutions adopted by the Board of Directors of the Company,
(v) the Plan, and (vi) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion
letter. We have also reviewed such matters of law as we considered necessary or appropriate as a basis for the opinion expressed below.
As to various questions of fact material to the opinions expressed below, we have, without independent third party verification of their
accuracy, relied in part, and to the extent we deemed reasonably necessary or appropriate, upon the representations and warranties of
the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the
Company, including the Registration Statement and, to the extent that we deemed such reliance proper, upon certificates of public officials
and officers or other representatives of the Company.
With
your permission, we have made and relied upon the following assumptions, without any independent investigation or inquiry by us, and our
opinion expressed below is subject to, and limited and qualified by the effect of, such assumptions: (1) all corporate records furnished
to us by the Company are accurate and complete; (2) the Registration Statement to be filed by the Company with the Commission will be
identical to the form of the document that we have reviewed; (3) all statements as to factual matters that are contained in the Registration
Statement (including the exhibits to the Registration Statement) and the Plan are accurate and complete; (4) the Company will issue the
Shares in accordance with the terms of the Registration Statement and the Plan; and (5) in connection with each issuance of any Shares,
the Company will duly execute and deliver a stock certificate evidencing the applicable Shares or, with respect to any applicable Shares
issued on an uncertificated basis, the Company will comply with applicable laws regarding the documentation of uncertificated securities.
Based
upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, and having due regard for the legal
considerations we deem relevant, we are of the opinion that (a) when the Shares are issued by the Company in accordance with the terms
of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Shares relate, and
(b) when the payment of the consideration for such Shares pursuant to the terms of such Plan and award agreements, have been made, such
Shares, as applicable, will be legally issued, fully paid and non-assessable.
This
opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration
Statement. Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration
Statement, other than as expressly stated above with respect to the Shares.
We are opining solely on all applicable
statutory provisions of Texas corporate law, including the rules and regulations underlying those provisions, all applicable provisions
of the Texas Constitution and all applicable judicial and regulatory determinations. We express no opinion as to any county, municipal,
city, town or village ordinance, rule, regulation or administrative decision. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. We have made such examination of Texas law
as we have deemed relevant for purposes of this opinion.
The foregoing opinion assumes
that all requisite steps will be taken to comply with the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of the Shares.
This opinion (i) is rendered in
connection with the filing of the Registration Statement, (ii) is rendered as of the date hereof, and we undertake no, and hereby disclaim
any kind of, obligation to advise you of any change or any new developments that might affect any matters or opinions set forth herein,
and (iii) is limited to the matters stated herein and no opinions may be inferred or implied beyond the matters expressly stated herein.
We hereby consent to the filing
of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
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Sincerely, |
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/s/ The Loev Law Firm, PC |
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The Loev Law Firm, PC |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 1, 2024, relating to the financial statements of Mangoceuticals, Inc (the “Company”)
as of and for the years ended December 31, 2023 and 2022, which includes an explanatory paragraph relating to the Company’s ability
to continue as a going concern, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.
We also consent to the reference to our firm under the heading “Experts”
in such Registration Statement.
/s/ Turner, Stone & Company,
L.L.P. |
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Dallas, Texas |
|
May 14, 2024 |
|
Turner, Stone & Company, L.L.P.
Accountants and Consultants
12700 Park Central Drive, Suite 1400
Dallas, Texas 75251
Telephone:972-239-1660 ⁄ Facsimile: 972-239-1665
Toll Free: 877-853-4195
Web site: turnerstone.com |
|
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form type)
Mangoceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
Security
Type |
|
Security
Class Title |
|
|
Fee
Calculation
Rule |
|
|
Amount
Registered
(1)(2) |
|
|
Proposed
Maximum
Offering Price
Per Share |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee Rate |
|
|
Amount of
Registration
Fee |
|
Equity |
|
Common Stock, par value $0.0001 per share |
|
|
Rule
457(c) (4) |
|
|
|
7,831,500 |
(3) |
|
$ |
0.26 |
|
|
$ |
2,036,190.00 |
|
|
$ |
0.0001476 |
|
|
$ |
300.54 |
|
Total Offering Amounts |
$ |
2,036,190.00 |
|
|
|
|
|
|
|
— |
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Total Fees Previously Paid |
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|
|
|
— |
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Total Fee Offsets |
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|
|
|
|
|
|
— |
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|
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Net Fee Due |
|
|
|
|
|
|
|
|
$ |
300.54 |
|
|
(1) |
This Registration Statement on Form S-8 relates to the Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) of Mangoceuticals, Inc. (the “Registrant” or the “Company”). This Registration Statement registers an aggregate of 7,831,500 shares of common stock, $0.0001 par value per share of the Company (“Common Stock”), reserved for future awards under the 2022 Plan. |
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(2) |
In accordance with Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions. |
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(3) |
Represents shares reserved for issuance pursuant to future awards under the 2022 Plan. |
|
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(4) |
Estimated solely for the
purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, and based upon the average
of the high $0.27 and low $0.25 prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market
on May 9, 2024, which date is within five business days prior to filing this Registration Statement. |
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