Mangoceuticals Inc美股招股说明书(2025-02-10版)

Mangoceuticals, Inc. 1,077,778 Shares of Common Stock This prospectus supplement updates, amends, and supplements the prospectus dated September 5, 2024 (asamended and supplemented, the “Prospectus”), which forms a part of Mangoceuticals, Inc.’s (the “Company’s”,“our”) Registration Statement on Form S-1 (Registration No. 333-281617). Certain capitalized terms used herein aredefined in the Prospectus. This prospectus supplement is being filed to update, amend, and supplement the information in theProspectus: (a) to update the “Selling Stockholders” table set forth in the Prospectus, to account for thetransfers of certain shares of Series B Preferred Stock and Warrants held by the original SellingStockholder named therein; and (b) with the information contained in our Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 14,2024 (the “Quarterly Report”), and our Current Reports on Form 8-K, filed with the SEC on September 27,2024; October 1, 2024; October 2, 2024; October 3, 2024; October 11, 2024; October 22, 2024; October25, 2024; October 31, 2024; November 12, 2024; December 6, 2024; December 19, 2024; December 26,2024; January 8, 2025; January 15, 2025; January 21, 2025; January 31, 2025; and February 7, 2025(collectively, the “Current Reports”), to disclose, among other things, a 1-for-15 reverse stock split of theCompany’s outstanding common stock which became effective at 12:01 A.M. Eastern Time on October 16,2024, as more fully described below (the “Reverse Stock Split”). Accordingly, we have attached an update to the “Selling Stockholders” table, the Quarterly Report andCurrent Reports to this prospectus supplement. The share values, floor prices and exercise prices of the Company’s Series B Convertible Preferred Stockand warrants (as applicable), discussed in the updated “Selling Stockholders” table below, have been retroactivelyadjusted to take into account the Reverse Stock Split. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should beread in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualifiedby reference thereto, except to the extent that the information in this prospectus supplement updates or supersedesthe information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for futurereference. Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MGRX”. OnFebruary 7, 2025, the last reported sale price for our common stock as reported on Nasdaq was $4.25 per share. INVESTING IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. SEE THE SECTIONTITLED “RISK FACTORS” BEGINNING ON PAGE 29 OF THE PROSPECTUS TO READ ABOUTFACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR SECURITIES. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES ORPASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUSSUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Please insert this prospectus supplement into your Prospectus and retain both this prospectus supplementand the Prospectus for future reference. If you would like to receive a copy of the Prospectus, as supplemented,please write to Mangoceuticals, Inc. at 15110 N. Dallas Parkway, Suite 600, Dallas, Texas 75248. The date of this prospectus supplement is February 10, 2025. SELLING STOCKHOLDERS The following updates the Selling Stockholder table set forth in the Prospectus, to account for a transfer ofshares listed in such table that the Company is aware of since the date of the Prospectus. Effective on December 19,2024, in three separate transactions exempt from the registration requirements of the Securities Act of 1933, asamended (the “Securities Act”), Platinum Point Capital LLC (“Platinum”), the original Selling Stockholder namedin the Prospectus, sold (a) 436 shares of Series B Convertible Preferred Stock (“Series B Preferred”) of theCompany, to Abri Advisors Ltd. (“Abri”); (b) 174 shares of Series B Preferred to MAAB Global, Ltd. (“MAAB”);and (c) 610 shares of Series B Preferred and common stock purchase warrants to purchase up to 100,000 shares ofcommon stock (of which common stock purchase warrants to purchase up to 21,250 shares of common stock werefrom the Warrants and common stock purchase warrants to purchase up to 68,730 shares of common stock werefrom warrants sold at the Initial Closing) to Clover Crest Bahamas Limited (“Clover”). The table under the sectionentitled “Selling Stockholders” of the Prospectus, is therefore amended as described below, by: (i) reducing thenumber of shares of common stock being offered by Platinum; (ii) including Abri, MAAB and Clover as a sellingstockholder thereunder; and (iii) updating the total number of unsold shares of common stock underlying the Serie