Form 4 for MGRX MANGOCEUTICALS, INC.
Accepted 2026-03-20 00:00:00 ET · period of report 2025-06-05 · accession 0001493152-26-011921 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2026-03-20 | 2025-06-05 | MGRX | Cohen Jacob D. | CEO, Dir, 10% | G - Gift | $0.00 | 0 | 805.0K | New | $0 |
| D | 2026-03-20 | 2025-09-09 | MGRX | Cohen Jacob D. | CEO, Dir, 10% | A - Grant | $0.00 | +500.0K | 500.0K | New | $0 |
| DM | 2026-03-20 | 2025-07-21+ | MGRX | Cohen Jacob D. | CEO, Dir, 10% | A - Grant | — | +2.05M | 2.00M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-06-05 | G | D | 200,000 | $0.00 | 0 | D | — | — | (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. |
| 2 | Common | Common Stock | 2025-09-09 | A | A | 500,000 | $0.00 | 500,000 | D | — | — | (F2) Represents Mr. Cohen's direct ownership of the Issuer. |
| 3 | Common | Common Stock | 2025-06-05 | G | A | 200,000 | $0.00 | 805,000 | D | — | — | (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. (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. |
| 4 | Derivative | Convertible Promissory Note | 2025-07-21 | A | A | 50,000 | — | 50,000 | D | $1.79 · 2025-07-21 to 2026-05-02 | 56,023 Common Stock | (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. (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. (F6) Represents the maturity date of the Convertible Promissory Note. |
| 5 | Derivative | Warrant to Purchase Common Stock | 2025-07-21 | A | A | 2,000,000 | — | 2,000,000 | D | $1.85 · 2025-07-21 to 2028-07-21 | 50,000 Common Stock | (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. (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. |
| 6 | Derivative | Stock Option (right to buy) | 2025-09-09 | A | A | — | $0.00 | — | D | $2.30 · — to 2035-09-09 | 2,000,000 Common Stock | (F2) Represents Mr. Cohen's direct ownership of the Issuer. (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. |