Mangoceuticals (MGRX) Proxy Filing summary

Executive summary

• Special meeting scheduled for March 17, 2025, to vote on four key proposals affecting capital structure, executive compensation, and equity plans.

• Board unanimously recommends voting in favor of all proposals, which are not contingent on each other.

• Proposals include amendments to Series B Preferred Stock, expansion of the equity incentive plan, issuance of subsidiary equity to the CEO, and potential adjournment to solicit more proxies.

Voting matters and shareholder proposals

• Proposal 1: Amend Series B Convertible Preferred Stock to reduce conversion price to $1.50, remove dividend accrual, and exclude subsidiary transactions from change of control; approve issuance of over 19.99% of common stock upon conversion.

• Proposal 2: Adopt Second Amendment to 2022 Equity Incentive Plan, increasing share reserve from 800,000 to 10,000,000 and setting annual automatic increases.

• Proposal 3: Approve issuance of common and Series A Super Majority Voting Preferred Stock of Mango & Peaches to CEO Jacob Cohen, potentially giving him majority control of the subsidiary.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit proxies for the above proposals.

Board of directors and corporate governance

• Board recommends voting “FOR” all proposals and has set February 13, 2025, as the record date for voting eligibility.

• CEO Jacob Cohen is a significant shareholder and will benefit directly from Proposal 3.

• No other directors or officers have substantial interests in the proposals except as shareholders.