Mangoceuticals, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2025 between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 4, 2024, between Mangoceuticals, Inc. (the “Company”), a corporation organized under the laws of the State of Texas, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
The undersigned, Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 26th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [ ], 2024, between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANTCommon Share Purchase Warrant • July 2nd, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Platinum Point Capital LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 4, 2024 (as defined in the Purchase Agreement) has been received (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of such Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mangoceuticals, Inc., a corporation incorporated under the laws of the State of Texas (the “Company”), up to 500,000 (as subject to adjustment hereunder, the “Warrant Shares”) Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractPurchase Warrant Agreement • January 23rd, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING DECEMBER 14, 2023 (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PRO
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2024, between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • April 25th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 24th day of April, 2025 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Strategem Solutions Inc., an Ontario corporation (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 4, 2024 (the “Execution Date”), by and between Mangoceuticals, Inc., a corporation organized under the laws of the State of Texas (the “Company”), and Platinum Point Capital LLC, a Nevada limited liability company (the “Investor”).
MANGOCEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 2nd, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Mangoceuticals, Inc. 2022 (the “Company”) Equity Incentive Plan (as amended from time to time)(the “Plan”).
MANGOCEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT JACOB COHEN CHIEF EXECUTIVE OFFICERExecutive Employment Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 31st day of August, to be effective as of the Effective Date as defined below between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Jacob Cohen (“Executive”) (each of the Company and Executive are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
COMMON SHARE PURCHASE WARRANTCommon Share Purchase Agreement • December 26th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of such Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mangoceuticals, Inc., a corporation incorporated under the laws of the State of Texas (the “Company”), up to ___________ (as subject to adjustment hereunder, the “Warrant Shares”) Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PATENT PURCHASE AGREEMENTPatent Purchase Agreement • December 19th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This PATENT PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 13th day of December 2024 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Greenfield Investments, Ltd, a Turks and Caicos limited company, with a place of business at Suites A201& A202 (Upstairs), Regent Village East, Grace Bay, Providenciales, Turks and Caicos Islands (“Seller”) (each of Seller and Purchaser is defined herein as a “Party”, and collectively referred to as the “Parties”).
ADVISOR AGREEMENTAdvisor Agreement • December 11th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Advisor Agreement (the “Agreement”) is made as of this 1st day of November 2023 by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Dr. Douglas Christianson, ND, an individual (“Advisor”) (each a “Party” and collectively the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 30th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
Mangoceuticals, Inc., a Texas corporation (the “Company”), is offering for sale to a limited number of qualified investors up to an aggregate of $2,000,000 (the “Maximum Amount”) in units at $1.65 per unit, each unit consisting of (a) one share of common stock, $0.0001 par value per share (“Common Stock”) of the Company; and (b) one half of one warrant to purchase one share of Common Stock (the “Warrants”, and the Warrants together with the Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, the “Securities” and the Common Stock and the Warrants, the “Units”), from the Company (the “Offering”). The Securities are being offered on a “best efforts, no minimum” basis to a limited number of accredited investors. The Units are only able to be purchased in even numbers and no fractional Warrants may be purchased or exercised. The Offering is made in reliance upon an exemption from registration under the federal securities laws provided by Section 4(a)(2) and/o
Stock Purchase AgreementStock Purchase Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on June 16, 2022 (the “Effective Date”), by and between Cohen Enterprises, Inc., a Texas corporation (the “Purchaser”) and American International Holdings Corp., a Nevada corporation (“Seller”), each sometimes referred to herein as a “Party” and collectively the “Parties”.
ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENTAssignment, Assumption and Novation Agreement • January 31st, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Assignment, Assumption and Novation Agreement (this “Assignment”) is made and entered into this 30th day of January 2025, and effective as of January 1, 2025 (the “Effective Date”), by and among Mangoceuticals, Inc., a Texas corporation (“Assignor”), Mango & Peaches Corp., a Texas corporation (“Assignee”), and Epiq Scripts, LLC, a Texas limited liability company (“Counterparty”).
MUTUAL RESCISSION AND RELEASE AGREEMENTMutual Rescission and Release Agreement • May 23rd, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Mutual Rescission and Release Agreement (this “Agreement”) dated May 22, 2025 and effective May 22, 2025 (the “Effective Date”), is by and among Mangoceuticals, Inc., a Texas corporation (the “Company”), and Strategem Solutions Inc., an Ontario, Canada corporation (“Strategem”), each a “Party” and collectively the “Parties”.
MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • January 31st, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Tennessee
This Master Distribution Agreement (“Agreement”) is made this 30th day of January 2025 (the “Effective Date”), between Propre Energie Inc., a Quebec Corporation and a licensor of intellectual property that manufactures and produces various plant-based, non-retinol skin brightening products marketed and sold under the brand Dermytol® (“Supplier”, and Mangoceuticals, Inc., a Texas corporation (“Distributor”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.”
DEBT PURCHASE AGREEMENTDebt Purchase Agreement • January 31st, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Debt Purchase Agreement (this “Agreement”) is entered into effective as of January 10, 2025 (the “Effective Date”), by and between MAAB Global, Ltd., and Bruce Bent, an individual (collectively, “Purchaser”), on the one hand, and Barstool Sports Inc., a Delaware corporation (“Creditor”), on the other hand. Purchaser and Creditor (each, a “Party” and, together, the “Parties”) agree as follows with respect to that certain payment plan letter agreement dated August 27, 2024 acknowledged and agreed by Mangoceuticals, Inc., a Texas corporation (the “Company”) to Creditor in the principal amount of $500,000 (the “Letter”, a copy of which is attached hereto as Exhibit A):
LEASE BETWEEN SVHQ, LLC (“LANDLORD”) and Mangoceuticals, Inc (“TENANT”) LEASELease • October 29th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Lease (this “Lease”) is entered into by and between SVHQ, LLC, a Texas limited liability company (“Landlord”), and MANGOCEUTICALS, INC, a Texas corporation (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This First Amendment to Employment Agreement (this “Amendment”), dated and effective as of the last signature date on the signature page hereof, below (except as otherwise provided below)(the “Effective Date”), amends that certain Employment Agreement dated May 1, 2023 (the “Employment Agreement”)1, by and between Mangoceuticals, Inc., a corporation organized under the laws of the state of Texas (the “Company”), and Amanda Hammer, an individual (“Employee”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Employment Agreement.
MASTER DISTRIBUTION AGREEMENTDistribution Agreement • July 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Tennessee
This Distribution Agreement (“Agreement”) is made this 2nd day of July (the “Effective Date”), between ISFLST, Inc, a Delaware corporation (“Distributor”) and Mangoceuticals, Inc., a Texas corporation (“Supplier”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.”
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • January 21st, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Debt Conversion Agreement (this “Agreement”) dated and effective January 15, 2025 (the “Effective Date”), is by and between, Mangoceuticals, Inc., a Texas corporation (the “Company”), and Mill End Capital Ltd., a British Virgin Islands limited company (the “Creditor”), each a “Party” and collectively the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • January 21st, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of this 15th day of January 2025 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Antonios Isaac, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 19th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Note Purchase Agreement (this “Agreement”) is entered into effective as of December 13, 2024 (the “Effective Date”), by and between Mill End Capital Ltd., a British Virgin Islands limited company (“Purchaser”), and Cohen Enterprises, Inc., a Texas corporation (“Note Holder”). Purchaser and Note Holder (each, a “Party” and, together, the “Parties”) agree as follows with respect to that certain outstanding Promissory Note dated October 18, 2024 issued by Mangoceuticals, Inc., a Texas corporation (the “Company”) to Note Holder in the original principal amount of $150,000 (the “Note”, a copy of which is attached hereto as Exhibit A):
AGREEMENT TO AMEND PROMISSORY NOTEPromissory Note Amendment • May 30th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Agreement to Amend to Promissory Note (this “Agreement”), dated and effective May 27, 2025 (the “Effective Date”), amends that certain Promissory Note in the principal amount of $500,000, dated April 15, 2025 (the “Promissory Note”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Indigo Capital LP (the “Holder”, and the Holder and the Company, each a “Party” and collectively, the “Parties”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Promissory Note.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT...Consulting Agreement • September 21st, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 15th day of September 2023 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Epiq Scripts, LLC, a Texas limited liability company (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
MASTER SERVICES AGREEMENTMaster Services Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
This Master Services Agreement (the “Agreement” ) is made and entered into on December 1, 2022 (“Effective Date”) by and between Global Career Networks, Inc., (for purposes of this Agreement and any related Project Agreement, “Company” means any and all of its affiliates) a Delaware corporation, with its principal place of business at 1858 Pleasantville Road, Suite 110, Briarcliff Manor, NY 10510 (the “Company”), and Mangoceuticals, Inc. (a Tx corporation, d/b/a Mango Rx), with its principal place of business at 15110 N. Dallas Pkwy, Suite 600, Dallas, TX 75248 (the “Client”). The Company and Client may be referred to collectively as the “Parties” or singularly as a “Party” to this Agreement.
INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • April 25th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 24th of April 2025 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Smokeless Technology Corp., an Ontario company, with a place of business at 216 Chrislea Rd, Suite 201, Vaughan, Ontario, Canada (“Seller”) (each of Seller and Purchaser is defined herein as a “Party”, and collectively referred to as the “Parties”).
PARENT SUBSIDIARY CONTRIBUTION AGREEMENTParent Subsidiary Contribution Agreement • December 19th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Parent Subsidiary Contribution Agreement (this “Contribution Agreement”) dated December 13th , 2024 and effective as of the Effective Time (as defined in Section 11), is entered into by and between Mangoceuticals, Inc., a Texas corporation (“Parent”), and Mango & Peaches Corp., a Texas corporation and wholly-owned subsidiary of Parent (“Subsidiary”).
SEPARATION AGREEMENTSeparation Agreement • October 29th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Separation Agreement (the “Agreement”) is entered into between Amanda Hammer (“Employee”) and Mangoceuticals, Inc. and its subsidiaries (collectively the “Employer”). This Agreement shall be effective as of the date described in Section 1.
SUBSCRIPTION AGREEMENT (this “Agreement”)Subscription Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the Units (as defined below) of Mangoceuticals, Inc., a Texas corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”), and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined elsewhere in the Offering Documents. The Company is seeking to raise, through a private placement (the “Offering”) of the Units pursuant to Rule 506(b) under the Securities Act of 1933, as amended (the “Securities Act”), a minimum of $250,000 (the “Minimum Offering Amount”) and up to a maximum of $2,000,000 in aggregate gross proceeds (the “Maximum Offering Amount”). The minimum amount of investment required from an
MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • March 25th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Master Distribution Agreement (this “Agreement”) is made this 24th day of March 2025 (the “Effective Date”), by and between Navy Wharf, Ltd., a Turks and Caicos limited company and a licensor of intellectual property surrounding a composition and natural formula for a nutraceutical product to manage blood glucose and HbA1c levels to be marketed and sold under the brand Diabetinol® (“Supplier”), and Mangoceuticals, Inc., a Texas corporation (“MGRX” or the “Distributor”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.”
MANGOCEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • September 12th, 2025 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Mangoceuticals, Inc. 2022 (the “Company”) Equity Incentive Plan (as amended from time to time)(the “Plan”).