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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): April 28, 2025

 

MANGOCEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Texas   001-41615   87-3841292

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

15110 N. Dallas Parkway, Suite 600

Dallas, Texas

  75248
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (214) 242-9619

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share   MGRX  

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Promissory Note

 

On May 2, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”), borrowed $100,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen (“Tiger Cub”), and entered into a Promissory Note with Tiger Cub to evidence such loan.

 

The Promissory Note has a principal balance of $100,000. The Promissory Note bears interest at a rate of 18% per annum, compounded monthly, and matures on the earliest of (i) May 2, 2026, (ii) acceleration upon an event of default at the option of the holder, or (iii) five business days following the closing of a Qualified Financing, as discussed below.

 

The Promissory Note includes customary terms for promissory notes, including payment hierarchy, prepayment, default events, and remedies, and customary representations and warranties of the parties and covenants of the Company.

 

The Company may prepay the Promissory Note at any time prior to maturity; however, any such prepayment will require a prepayment premium equal to the Make Whole Amount (defined below), minus any accrued interest as of the prepayment date, which is also payable upon prepayment. The “Make Whole Amount” is defined as an amount equal to the original principal amount of the Promissory Note, multiplied by the standard interest rate (18%), designed to approximate the holder’s expected return over the full term of the Promissory Note.

 

The Promissory Note also includes a mandatory prepayment provision requiring repayment of the entire outstanding amount, together with accrued interest and a make-whole premium, within five business days following the closing of a Qualified Financing. A “Qualified Financing” is defined in the Promissory Note as any fundraising transaction completed after the Promissory Note’s effective date, other than a sale of notes on substantially similar terms as the Promissory Note, undertaken primarily for the purpose of raising capital.

 

In the event of default, including nonpayment, material breaches, insolvency events, or material adverse effects, the holder may declare the outstanding obligations under the Promissory Note immediately due and payable (in the event of bankruptcy such repayment obligation is immediate, without notice) and immediately upon the occurrence of an event of default, without any required notice of, or action by, holder, the principal amount of the Promissory Note automatically increases to an amount equal to the then outstanding balance of the Promissory Note, plus the Make Whole Amount.

 

 

 

 

* * * * * The foregoing description of the Promissory Note is only a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 in its entirety, by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above relating to the Promissory Note, is incorporated into this Item 2.03 by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The issuance of the Settlement Shares as defined below in Item 8.01, was/will be 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 issuance did not/will not involve a public offering 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.

 

On April 28, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 100 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $110,000), into 73,333 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.

 

On May 1, 2025, a holder of the Company’s Series B Convertible Preferred Stock converted 300 shares of Series B Convertible Preferred Stock (with an aggregate stated value of $330,000), into 220,000 shares of common stock of the Company pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.

 

We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act for such issuances in connection with the Series B Convertible Preferred Stock conversions, as the securities were exchanged by us with our existing security holders in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

 

Item 8.01. Other Events.

 

Settlement Agreement

 

On May 5, 2025, the Company entered into a Compromise Settlement Agreement and Mutual Release (the “Settlement”) between the Company, Jacob D. Cohen, the Company’s Chief Executive Officer and Chairman and 1800 Diagonal Lending, LLC (“1800 Diagonal”). Pursuant to the Settlement and in consideration for general releases of all parties, and the dismissal of a lawsuit with prejudice, pursuant to which 1800 Diagonal has made claims against the Company and Mr. Cohen, the Company agreed to issue 1800 Diagonal 62,500 shares of restricted common stock of the Company (the “Settlement Shares”). The Settlement Agreement was entered into following a mediation between the parties.

 

Following the issuance of the Settlement Shares and the shares issuable upon conversion of the Series B Convertible Preferred Stock as discussed in Item 3.02 above, there is an aggregate of 11,034,023 shares of common stock of the Company outstanding.

 

Item 9.01 Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1*£   Promissory Note dated May 2, 2025 in the principal amount of $100,000, between Mangoceuticals, Inc., borrower and The Tiger Cub Trust, lender
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

* Filed herewith.

 

£ Represents management contract or compensatory plan or arrangement.

 

# Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MANGOCEUTICALS, INC.
     
Date: May 6, 2025 By: /s/ Jacob D. Cohen
    Jacob D. Cohen              
    Chief Executive Officer

 

 

EX-10.1 2 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

PROMISSORY NOTE

 

$100,000.00 May 2, 2025

 

NOW THEREFORE FOR VALUE RECEIVED, the undersigned, Mangoceuticals, Inc., a Texas corporation (the “Borrower”), hereby promises to pay to the order of The Tiger Cub Trust (the “Holder”), One Hundred Thousand Dollars ($100,000) (the “Amount Outstanding”), plus Interest and other amounts thereon and as applicable, as discussed below, in lawful money of the United States of America, which shall be legal tender, bearing interest and payable as provided herein. This Note evidences and documents $100,000 loaned by the Holder to the Borrower on or around May 2, 2025

 

1. Effective Date. This Promissory Note (this “Note” or “Promissory Note”) is entered into on, and effective on, May 2, 2025 (the “Effective Date”).

 

2. Defined Terms. Certain capitalized terms used below have the meanings given to such terms in Section 17.

 

3. Interest. The Principal amount of this Note shall accrue interest based on the Standard Interest Rate, compounded at the end of each calendar month (“Standard Interest”), beginning at the end of the first calendar month following the Effective Date (“Monthly Interest”). All Monthly Interest shall accrue and be payable on the Maturity Date. If not paid in full on the Maturity Date and/or if an Event of Default occurs hereunder, the Amount Outstanding (which shall increase automatically to the Default Amount upon an Event of Default) and Accrued Interest shall accrue interest at the Default Interest Rate, compounded monthly (at the end of each calendar month), until paid in full (“Default Interest”, and together with Standard Interest, “Interest”). All computations of Interest shall be made on the basis of twelve 30-day months and where applicable, for the actual number of days elapsed.

 

4. Maturity Date. The “Maturity Date” of this Note shall be the earlier of:

 

(a) May 2, 2026 (the “Stated Maturity Date”);

 

(b) the date that the Holder has provided Borrower written notice of an Acceleration (or if applicable, the date the amount due hereunder is automatically subject to Acceleration); and

 

(c) five (5) Business Days after the closing of a Qualified Funding (the “Mandatory Prepayment Date”).

 

5. Optional Prepayments. This Note may be prepaid in whole or in part, at any time and from time prior to the Maturity Date (each a “Prepayment”), provided that if paid prior to the Stated Maturity Date, a prepayment premium/make-whole premium payment equal to (A) the Make Whole Amount, minus (B) the total Accrued Interest as such Prepayment date (which shall also be due at the time of such Prepayment), shall be due at the time of such repayment (the “Prepayment Premium”), together with all Accrued Interest through such Prepayment date. The Borrower and Holder agree that the Prepayment Premium shall not be deemed interest under Texas law.

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
Page 1 of 11

 

6. Mandatory Prepayment. This Note shall be repaid by the Company, together with all Accrued Interest on the Mandatory Prepayment Date, together with a prepayment premium/make-whole premium payment equal to (A) the Make Whole Amount, minus (B) the total Accrued Interest as such Mandatory Prepayment date (which Accrued Interest shall also be due at the time of such Mandatory Prepayment)(the “Mandatory Prepayment Premium”). The Borrower and Holder agree that the Mandatory Prepayment Premium shall not be deemed interest under Texas law.

 

7. Application of Payments. Unless an Event of Default under this Note has occurred and is continuing, all payments made by Borrower under this Note will be applied: (i) first, to late charges, costs of collection or enforcement, and similar amounts due, if any, under the Note; (ii) second, to Accrued Interest that is due and payable under this Note, if any; and (iii) third, the remainder to Amount Outstanding (or Default Amount, as applicable) due and payable under this Note. If an Event of Default under this Note has occurred and is continuing, all payments made by Borrower under this Note will be applied to the sums due under this Note in any order or combination that Holder may determine, in its sole discretion. Holder’s records shall be conclusive evidence, absent manifest error, of the amount outstanding under this Note at any time.

 

8. Payments Due on Non-Business Days. If any payment of Amount Outstanding, prepayment amount, the Default Amount or Interest on this Note shall become due on a non-Business Day, such payment shall be made on the preceding Business Day.

 

9. No Impairment of Obligations of Borrower. No provision of this Note shall alter or impair the obligation of Borrower to pay the Amount Outstanding, any prepayment amount, or Default Amount (as applicable) and Interest on this Note at the times, places and rates, and in the coin or currency, herein prescribed.

 

10. Maximum Rate Limitation. Notwithstanding anything to the contrary in this Note or any other agreement entered into in connection herewith, whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate of all Interest and any other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction, shall under no circumstances exceed the Maximum Rate.

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
Page 2 of 11

 

11. Representations and Warranties of Borrower. The Borrower represents and warrants to Holder as of the date of this Note, as follows:

 

(a) The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

 

(b) The Borrower has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

 

(c) No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Borrower to execute, deliver, or perform any of its obligations under this Note, except for consents previously obtained and any filings with Governmental Authorities which may be made after the date of this Note.

 

(d) The execution and delivery of this Note and the consummation by the Borrower of the transactions contemplated hereby do not and will not (a) violate any provision of the Borrower’s organizational documents; (b) violate any law or order applicable to the Borrower or by which any of its properties or assets may be bound; or (c) constitute a default under any Material Agreement by which the Borrower may be bound.

 

(e) The execution and delivery by the Borrower of this Note (i) are within the Borrower’s power and authority, and (ii) have been duly authorized by all necessary action.

 

(f) This Note is a legally binding obligation of the Borrower, enforceable against the Borrower in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

 

(g) Borrower has no Knowledge of any current Event of Default (as defined below) under this Note or any matter which with the passing of time could become an Event of Default.

 

(h) No litigation, action, investigation, event, or proceeding is pending or, to Borrower’s Knowledge is threatened, by any Person or Governmental Authority against the Borrower.

 

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Mangoceuticals, Inc. – May 2, 2025
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12.Holder represents and warrants to the Borrower, and agrees, as follows (collectively the “Representations”):

 

(A)This Note is being acquired for investment for the Holder’s own account, not as a nominee or agent.

 

(B)Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Note.

 

(C)In connection with the purchase of the Notes, the Holder has consulted its legal, accounting, regulatory, and tax advisors to the extent such Holder has deemed appropriate.

 

(D)Holder is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

 

(E)Holder has carefully considered and has, to the extent he, she or it, believes such discussion necessary, discussed with his professional, legal, tax and financial advisors, the suitability of an investment in the Note for his, her or its, particular tax and financial situation and his, her or its, respective advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for him, her or it.

 

13. Affirmative Covenants of Borrower. Until all amounts outstanding in this Note have been paid in full, the Borrower shall:

 

(a) (i) Preserve, renew and maintain in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

 

(b) Comply with (i) all of the terms and provisions of its organizational documents; (ii) its obligations under this Note; and (iii) all laws and orders applicable to it and its business; except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

 

(c) Promptly execute and deliver such further instruments and do or cause to be done such further acts as may be reasonably necessary or advisable, upon advice of counsel to the Borrower, to carry out the intent and purpose of this Note.

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
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14. Events of Defaults. If an Event of Default (as defined herein) occurs (unless all Events of Default have been cured or waived by Holder), the Amount Outstanding shall automatically increase to the Default Amount, and the Default Amount and Accrued Interest under this Note shall accrue Interest at the Default Interest Rate until paid in full, (a) Holder may, by written notice to the Borrower, declare the Default Amount and the Accrued Interest, and all other amounts payable on, this Note to be immediately due and payable, if an Event of Default is triggered by any section below other than any of Sections (e)(i) through (vi), and (b) if the Event of Default is triggered by any of Sections (e)(i) through (vi) below, the Default Amount and the Accrued Interest, and all other amounts payable on, this Note, shall be immediately due and payable (as applicable (a) or (b), an “Acceleration”). The following events and/or any other Events of Default defined elsewhere in this Note are “Events of Default” under this Note:

 

(a) the Borrower shall fail to pay, when and as due, the Amount Outstanding, any prepayment amount, or Interest, payable hereunder, and such failure shall not have been cured within ten (10) days following the written notice thereof from the Holder to the Borrower; or

 

(b) the Borrower shall have breached in any material respect any term, condition or covenant in this Note, and, with respect to breaches capable of being cured, such breach shall not have been cured within ten (10) Business Days following the written notice thereof from the Holder to the Borrower, as applicable; or

 

(c) any material representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect as of the date made; or

 

(d) the occurrence of a Material Adverse Effect which is not cured by the Borrower within ten (10) Business Days; or

 

(e) the Borrower shall: (i) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (ii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iii) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (iv) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (v) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

 

(f) the dissolution or liquidation of Borrower; or

 

(g) the Borrower shall take any action authorizing, or in furtherance of, any of the foregoing.

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
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15. Rights Upon the Occurrence of an Event of Default. In case any one or more Events of Default shall occur and be continuing, Holder may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. No course of dealing and no delay on the part of Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Holder’s rights, powers or remedies. No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

 

16. Maximum Rate. If from any circumstance any holder of this Note shall ever receive Interest or any other charges constituting interest, or adjudicated as constituting interest, the amount, if any, which would exceed the Maximum Rate shall be applied to the reduction of the Amount Outstanding, any prepayment amount, or Default Amount owing on this Note, and not to the payment of Interest; or if such excessive interest exceeds the unpaid balance of Amount Outstanding (or Default Amount) or any prepayment amount, hereof, the amount of such excessive interest that exceeds the unpaid balance of Amount Outstanding (or Default Amount) and any prepayment amount, hereof shall be refunded to Borrower. In determining whether or not the interest paid or payable exceeds the Maximum Rate, to the extent permitted by applicable law (i) any non-Amount Outstanding (or Default Amount) payment or any prepayment amount, shall be characterized as an expense, fee or premium rather than as Interest; and (ii) all Interest at any time contracted for, charged, received or preserved in connection herewith shall be amortized, prorated, allocated and spread in equal parts during the period of the full stated term of this Note.

 

17. Definitions. Unless otherwise required by the context in which a defined term appears, or otherwise set forth, the following terms shall have the meanings specified in this Section 17. Terms that are defined in other Sections of this Note shall have the meanings given to such terms in those Sections.

 

(a) “Accrued Interest” means any and all accrued and unpaid Interest on this Note.

 

(b) “Business Day” means any day except Saturday, Sunday or any day on which banks are authorized by Law to be closed in the state of Texas.

 

(c) “Default Amount” means the Amount Outstanding, plus (A) the Make Whole Amount, minus (B) the total Accrued Interest as the date of such Event of Default, which the Borrower and Holder agree is a make-whole premium, payable in the event this Note is required to be repaid prior to the Stated Maturity Date due to an Event of Default.

 

(d) “Default Interest Rate” means the rate of eighteen percent (18%) per annum.

 

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(e) “Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

 

(f) “Knowledge” means the actual knowledge of the Principal Persons of the referenced party or any knowledge which should have been obtained by any of the Principal Persons of such party upon reasonable investigation and inquiry.

 

(g) “Make Whole Amount” means an amount equal to the Amount Outstanding set forth on the first page of this Note (i.e., without regard to any increase in such Amount Outstanding pursuant to the terms of this Note), multipied by the Standard Interest Rate.

 

(h) “Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of this Note; (c) the rights or remedies of the Holder hereunder; or (d) the Borrower’s ability to perform any of its material obligations hereunder.

 

(i) “Material Agreement” means each agreement, contract or understanding to which the Borrower is a party, which has an aggregate value, relates to aggregate possible payments, aggregate possible liability to the Borrower to the counterparty, or an aggregate value of services to be rendered by the Borrower or the counterparty, in each case during the term (including any possible extension terms called for in such agreement, contract or understanding) in excess of $50,000.

 

(j) “Maximum Rate” shall mean the maximum rate of non-usurious interest allowed by applicable federal or state law.

 

(k) “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

 

(l) “Principal Persons” means any officer, director, owner, key employee or other Person with primary management or supervisory responsibilities with respect to a party, or any other Person.

 

(m) “Qualified Financing” means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms as this Note, after the date of this Note, for the principal purpose of raising capital.

 

(n) “Standard Interest Rate” means 18% per annum.

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
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18. Waiver of Demand and Presentment. Except as provided herein, Borrower and any sureties, guarantors and endorsers of this Note jointly and severally waive demand, presentment, notice of nonpayment or dishonor, notice of intent to accelerate, notice of acceleration, diligence in collecting, grace, notice and protest, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the Holder. The Holder shall similarly have the right to deal in anyway, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to grant any other indulgences or forbearance whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

 

19. Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Note and any signed agreement or instrument entered into in connection with this Note, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (email) or downloaded from a website or data room (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Note and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

20. Governing Law; Venue and Waiver of Jury Trial. It is the intention of the Borrower and Holder that the terms and provisions of this Note are to be construed in accordance with and governed by the laws of the State of Texas, except as such laws may be preempted by any federal law controlling the rate of Interest which may be charged on account of this Note. Any dispute, claim, controversy, or legal proceeding arising out of or relating to this Note in any way (any “Dispute”) shall be exclusively brought before a business court in the First Business Court Division of the State of Texas (the “Business Court”), if the Dispute meets the jurisdictional requirements of such Business Court; and, if the Dispute does not meet the jurisdictional requirements of such Business Court, or the Business Court is not then accepting new case filings, then the Dispute shall be exclusively brought in the Circuit Court in and for Dallas County, Texas. The parties also hereby consent to supplemental jurisdiction by the Business Court over any claims that are part of the same case or controversy as that which meets the primary jurisdictional requirements of such Business Court. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR BORROWER AND HOLDER (EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), BORROWER AND HOLDER EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS NOTE.

 

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Mangoceuticals, Inc. – May 2, 2025
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21. Successors and Assigns. This Note shall be binding upon the Borrower, and Borrower’s heirs, executors, administrators, successors and permitted assigns and inure to the benefit of the Holder named herein and Holder’s respective successors and assigns. Each holder of this Note, by accepting the same, agrees to and shall be bound by all of the provisions of this Note. Holder may assign this Note or any of its rights, interests or obligations to this Note without the prior written approval of Borrower, but with written notice to, the Borrower. The term “Borrower” as used herein in every instance shall include the Borrower’s successors, heirs, executors, administrators, legal representatives and assigns, including all subsequent grantees, either voluntarily by act of the Borrower or involuntarily by operation of law and shall denote the singular and/or plural and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the contexts so requires or properly applies. The term “Holder” as used herein in every instance shall include the Holder’s successors, legal representatives and assigns, as well as all subsequent assignees and endorsees of this Note, either voluntarily by act of the Borrower and Holder or involuntarily by operation of law, subject where applicable to applicable law. Captions and paragraph headings in this Note are for convenience only and shall not affect its interpretation.

 

22. Attorneys’ Fees. Anything else in this Note to the contrary notwithstanding, in any action arising out of this Note, the prevailing party shall be entitled to collect from the non-prevailing party all of its attorneys’ fees. For the purposes of this Note, the party who receives or is awarded a substantial portion of the damages or claims sought in any proceeding shall be deemed the “prevailing” party and attorneys’ fees shall mean the reasonable fees charged by an attorney or a law firm for legal services and the services of any legal assistants, and costs of litigation, including, but not limited to, fees and costs at trial and appellate levels.

 

23. Severability. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 

24. Amendments and Modifications. This Note may not be changed orally, but only by an agreement in writing, signed by the Borrower and Holder.

 

25. Entire Agreement. This Note constitutes the entire agreement of the Borrower and Holder regarding the matters contemplated herein and therein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the Borrower and Holder in connection therewith.

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
Page 9 of 11

 

26. Construction. Wherever the context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine gender and the neuter and vice versa. The headings, captions and arrangements used in this Note are for convenience only and shall not affect the interpretation of this Note.

 

27. Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 27, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 27, but which acknowledgement of acceptance shall include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices shall, if sent to the Company, be sent to the address as set forth on the signature page hereof and if to the Holder, to the address as set forth on the signature page hereof, subject to notice of changes thereof from any party with at least ten (10) Business Days’ notice to the other party. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

 

28. Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

29. No Security. The Borrower’s obligations under this Note are not secured.

 

30. Qualified Commercial Loan. The Borrower and the Holder desire for the loan evidenced by this Note to be a Qualified Commercial Loan and (1) the Borrower has advised the Holder to seek the advice of an attorney and an accountant in connection with the commercial loan; and (2) the Borrower has had the opportunity to seek the advice of an attorney and accountant of the Borrower’s choice in connection with the commercial loan.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
Page 10 of 11

 

IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note on May 2, 2025.

 

      “Borrower”
         
      Mangoceuticals, Inc.
         
      By:  
      Name: Eugene M. Johnston
      Title: Chief Financial Officer
         
      Address for notice:
         
       
         
       
      Attn:  
      Email:  
         
“Holder”      
         
THE TIGER CUB TRUST      
         
By:        
Name: Jacob Cohen      
Title: Trustee      
         
Address for notice:      
         
       
         
       
Attn:        
Email:        

 

Promissory Note
Mangoceuticals, Inc. – May 2, 2025
Page 11 of 11