Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On August 15, 2024, Mangoceuticals, Inc., a Texas corporation (the "Company", "we" and "us") entered into a Consulting Agreement with Veritas Consulting Group, Inc. ("Veritas"), to provide certain investor relations, management consulting and business advisory services to the Company during the term of the agreement, which is for three months, and which may be renewed for an additional three months unless otherwise terminated by either party, and may be terminated by the Company for any reason with 15 days written notice. The agreement contains customary indemnification obligations of the parties. In consideration for agreeing to provide the services under the agreement, the Company issued 150,000 shares of the Company's restricted common stock upon the parties' entry into the agreement (which were fully earned upon issuance) and agreed to pay Veritas $7,500 per month in cash. The shares were valued at $0.2877 per share for a total of $43,155.

On August 22, 2024, we entered into a Marketing Agreement with Levo Healthcare Consulting, Inc. ("Levo"), to provide certain digital marketing and advertising services to the Company during the term of the agreement, which is for six months, and which continues on a month-to-month basis thereafter unless otherwise terminated by either party after the initial six months. In consideration for agreeing to provide the services under the agreement, the Company issued 195,000 shares of the Company's restricted common stock upon the parties' entry into the agreement, which vest at a rate of 16,250 per month until fully earned for the entire twelve months, and agreed to pay Levo $6,250 per month in cash. The shares were valued at $0.2877 per share for a total of $56,102.

The Company also agreed to grant Levo warrants to purchase 300,000 shares of the Company's common stock, upon the Company meeting certain milestones, including warrants to purchase 75,000 shares of the Company's common stock upon the Company reaching each of: (a) 1,000 customers; (b) 2,500 customers; (c) 5,000 customers; and (d) 10,000 customers. The exercise price of such warrants shall be equal to the closing sales price on the applicable date the applicable warrants are earned (or if not a trading day, the last trading day prior thereto). All such earned warrants will be issued within 10 days of the date earned and have a term of three years. The right to receive warrants and any unearned warrants expire upon termination of the agreement or the end of the initial or any renewal term, as applicable.

On September 10, 2024, we entered into a Consulting Agreement with Luca Consulting, LLC ("Luca"), to provide certain management and consulting services to the Company during the term of the agreement, which is for six months unless otherwise earlier terminated due to breach of the agreement by either party. In consideration for agreeing to provide the services under the agreement, the Company issued 650,000 shares of the Company's restricted common stock to Luca upon the parties' entry into the agreement (which are earned upon issuance) and agreed to pay Luca $30,000 in cash, payable as follows: (a) $5,000 on the signing of the agreement; and (b) $5,000 on the tenth of each month throughout the remainder of the agreement. The Consulting Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its affiliates with regard to certain matters. The shares were valued at $0.27 per share for a total of $175,500.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 11, 2024, on April 5, 2024, the Company entered into an Equity Purchase Agreement (the "ELOC") with the Platinum Point Capital (the "Purchaser") pursuant to which the Platinum Point Capital committed to purchase up to $25,000,000 of the Company's common stock pursuant to the terms of the ELOC.