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NASDAQ: MGRX MANGOCEUTICALS, INC. 8-K

Mangoceuticals reprices CEO's 2.1M stock options down 80% to $0.45 amid stock decline

Filed March 17, 2026 · Period ending March 16, 2026 · ~1 min read

3 key changes 2 high relevance 2 sections

Key Changes

  • high

    CEO Jacob Cohen's stock options covering 2.13 million shares repriced to $0.45 from original prices of $2.30-$16.50, an 80% reduction on the largest grant issued just six months ago in September 2025.

    Item 5.02: Officer Compensation verify on EDGAR →
  • high

    Repricing approved by Board after Compensation Committee recommendation, with Cohen recused from vote. New exercise price matches March 16 closing stock price of $0.45.

    Item 5.02: Officer Compensation verify on EDGAR →
  • medium

    Company filed lawsuit against former consultant but provided no details on claims, dispute nature, or potential financial exposure in the 8-K disclosure.

    Item 7.01: Regulation FD verify on EDGAR →

Summary

Mangoceuticals repriced all outstanding stock options held by CEO and Chairman Jacob Cohen, resetting the exercise price to $0.45 per share across 2.13 million options. The repricing affects three grants issued between August 2022 and September 2025, with original exercise prices ranging from $16.50 down to $2.30.

Most notably, a 2-million-share grant issued just six months ago at $2.30 now has an 80% lower exercise price, suggesting significant stock price deterioration since fall 2025. Retail investors should view this as a dilution concern and potential signal of poor recent performance.

Option repricing rewards management after stock declines that hurt shareholders, effectively resetting incentives without requiring new shareholder approval beyond the existing equity plan framework. The company also disclosed filing a lawsuit against a former consultant without providing details on the dispute or financial exposure. Watch for: (1) the company's next quarterly results to understand what drove the stock from $2.30+ to $0.45 in six months, and (2) any further disclosures about the consultant lawsuit and potential liabilities.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

1 Added
Added Lawsuit against former consultant medium

Added in current filing · verify on EDGAR →

On March 17, 2026, the Company issued a press release announcing the filing of a lawsuit against a former consultant.

Mangoceuticals disclosed it has filed a lawsuit against a former consultant. The 8-K provides no details about the nature of the dispute, the claims asserted, or potential financial exposure. This disclosure was made under Item 7.01 (Regulation FD), meaning the company is publicly releasing information to avoid selective disclosure.

Event · Item 9.01 — Financial Statements and Exhibits

~500 words

Mangoceuticals amended stock option agreements for CEO Jacob Cohen and issued a press release on March 17, 2026.

2 Added
Added Stock option amendment for CEO medium

Added in current filing · verify on EDGAR →

Mangoceuticals, Inc. Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 2026

The company amended stock option agreements for Jacob Cohen, the Chief Executive Officer, on March 16, 2026. The specific terms of the amendment are not disclosed in the 8-K body itself but are contained in the referenced exhibit. This could involve changes to vesting schedules, exercise prices, or the number of options granted.

Show 1 minor / wording change
Added Press release issuance low

Added in current filing · verify on EDGAR →

Press release dated March 17, 2026

The company issued a press release on March 17, 2026, which is furnished as an exhibit to this 8-K. The content of the press release is not included in the 8-K body, but it likely provides additional context or public disclosure regarding the stock option amendment or other corporate matters.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify