Cohen Jacob D. 4
4 · MANGOCEUTICALS, INC. · Filed Mar 20, 2026
Research Summary
AI-generated summary of this filing
Mangoceuticals (MGRX) CEO Jacob D. Cohen Receives Awards & Gifts
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.
Insider Transaction Report
Form 4
Cohen Jacob D.
DirectorChief Executive Officer10% Owner
Transactions
- Gift
Common Stock
[F1][F2]2025-06-05−200,000→ 0 total - Gift
Common Stock
[F1][F3]2025-06-05+200,000→ 805,000 total - Award
Common Stock
[F4][F2]2025-09-09+500,000→ 500,000 total - Award
Convertible Promissory Note
[F5][F6][F3]2025-07-21Exercise: $1.78From: 2025-07-21Exp: 2026-05-02→ Common Stock (56,023 underlying) - Award
Warrant to Purchase Common Stock
[F5][F3]2025-07-21+50,000→ 50,000 totalExercise: $1.85From: 2025-07-21Exp: 2028-07-21→ Common Stock (50,000 underlying) - Award
Stock Option (right to buy)
[F4][F7][F2]2025-09-09+2,000,000→ 2,000,000 totalExercise: $2.30Exp: 2035-09-09→ Common Stock (2,000,000 underlying)
Footnotes (7)
- [F1]Represents the transfer of shares from Mr. Jacob D. Cohen to that of a trust which Mr. Cohen controls, The Tiger Cub Trust, which did not result in a change of beneficial ownership of such securities.
- [F2]Represents Mr. Cohen's direct ownership of the Issuer.
- [F3]Shares held directly by The Tiger Cub Trust, which is beneficially owned by Jacob D. Cohen, its Trustee ("Tiger Cub"). Mr. Cohen disclaims beneficial ownership of the securities held by Tiger Cub except to the extent of his pecuniary interest therein.
- [F4]Issued as a discretionary bonus in consideration for services rendered as Chief Executive Officer of the Issuer during 2025. Issued under the registrant's Second Amended and Restated 2022 Equity Incentive Plan. Exempt pursuant to Rule 16b-3.
- [F5]On July 21, 2025, the Company entered into an Agreement to Amend Promissory Note, with Tiger Cub, pursuant to which Tiger Cub and the Company agreed to amend and restate a prior $100,000 Promissory Note into an Amended and Restated Convertible Promissory Note (the "A&R Note"); and the Company granted Tiger Cub warrants to purchase 50,000 shares of common stock. The A&R Note, among other things, amended and restated the Promissory Note to provide Tiger Cub the option to convert the principal and accrued interest under the note into shares of common stock of the Company at a conversion price of $1.785 per share. The Note accrues interest at 18% per annum and the number of shares shown in the table above does not include interest which is also convertible into common stock of the Company.
- [F6]Represents the maturity date of the Convertible Promissory Note.
- [F7]The options vest over 18 months with 500,000 of the options vesting upon grant 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.