Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed in the Current Report on Form 8-K filed by Mangoceuticals, Inc., a Texas corporation (the "Company", "we" and "us") 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 Platinum Point Capital (the "Purchaser") pursuant to which the Purchaser committed to purchase up to $25,000,000 of the Company's common stock pursuant to the terms of the ELOC.

Pursuant to the ELOC, the Company, subject to certain conditions, is able to direct the Purchaser to purchase shares of the Company's common stock (the "Advance Shares") in a maximum amount of one hundred percent (100%) of the average daily trading volume over the five trading days preceding the applicable advance date. At any time and from time to time during the 2-year term of the ELOC (the "Commitment Period"), the Company may deliver a notice to Purchaser (the "Advance Notice") and shall deliver the Advance Shares to Purchaser via DWAC on the next trading day. The purchase price (the "Purchase Price") for the Advance Shares shall equal 90.0% of the gross proceeds received by the Purchaser for the resale of the Advance Shares during the three consecutive trading days immediately following the date an Advance Notice is delivered (the "Valuation Period"). The closing of an Advance Notice shall occur within two trading days following the end of the respective Valuation Period, whereby the Purchaser shall deliver the purchase price for the shares (the Purchase Price, less clearing costs and transfer agent fees) to the Company by wire transfer of immediately available funds.

On October 24, 2024, the Company delivered an Advance Notice to the Purchaser and sold the Purchaser 33,333 shares of common stock pursuant to the terms of the ELOC for $2.36 per share for a total of $78,787, net of fees, discounts and expenses.

The issuance of the shares of common stock discussed above were exempt from registration pursuant to an exemption from registration provided by, Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuances did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient was an "accredited investor". The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The resale of the shares of common stock issuable pursuant to the ELOC have been registered by the Company under the Securities Act, on a registration statement declared effective by the Securities and Exchange Commission.

On October 18, 2024, the Purchaser converted a total of 200 shares of Series B Preferred Stock of the Company into 93,299 shares of common stock of the Company, in accordance with the terms of the Series B Preferred Stock. The shares were valued at $2.358 per share for a total value of $220,000.

The resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock have been registered by the Company under the Securities Act, on a registration statement declared effective by the Securities and Exchange Commission.

We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act for such issuance of common stock upon conversion of the Series B Preferred Stock, as the securities were exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchanges.

Public link

Please use the above public link if you want to share this noodl on another website.