Mangoceuticals (MGRX) Proxy Filing summary

Executive summary

• Special meeting called to vote on four key proposals affecting capital structure, executive compensation, and equity plans.

• Board unanimously recommends voting in favor of all proposals; no proposal is contingent on another.

• Record date set for February [•], 2025, with 4,215,641 common shares and 2,770 Series B Preferred shares outstanding.

• Only common and Series B Preferred stockholders (for Proposal 1) are eligible to vote.

Voting matters and shareholder proposals

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

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

• Proposal 3: Approve issuance of Mango & Peaches common and Series A Preferred shares to CEO Jacob Cohen, granting him majority control of the subsidiary.

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

Board of directors and corporate governance

• Board recommends voting “FOR” all proposals and has authority to adjourn or reschedule the meeting as needed.

• Board and Compensation Committee emphasize the importance of equity compensation for attracting and retaining talent.