Cohen Jacob D. Form 4 MANGOCEUTICALS / Jacob D. Cohen ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cohen Jacob D.

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

15110 N. DALLAS PARKWAY, SUITE 600

(Street)

DALLAS TX 75248

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MANGOCEUTICALS, INC. [ MGRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								8,275,000	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.32	12/28/2023		A(2)		125,000		12/28/2023	12/28/2028	Common Stock	1,250,000	$0	1,250,000	D(3)

1. Name and Address of Reporting Person^*

Cohen Jacob D.

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

15110 N. DALLAS PARKWAY, SUITE 600

(Street)

DALLAS TX 75248

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tiger Cub Trust

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

15110 N. DALLAS PARKWAY, SUITE 600

(Street)

DALLAS TX 75248

(City) (State) (Zip)

Explanation of Responses:

1. Shares held directly by The Tiger Cub Trust, which is beneficially owned by Jacob D. Cohen, its Trustee.

2. Granted in consideration for services rendered as an officer of the Registrant. Granted under the Registrant's 2022 Equity Incentive Plan.

3. Held directly by Mr. Cohen.

Remarks:

Mr. Cohen disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein

	/s/ Jacob D. Cohen	12/29/2023
	/s/ Jacob D. Cohen, Trustee, The Tiger Cub Trust	12/29/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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