Mangoceuticals, Inc. (NASDAQ: MGRX) (“MangoRx” or the “Company”), a
company focused on developing, marketing, and selling a variety of
men’s health and wellness products in the area of erectile
dysfunction (ED), hair growth, weight loss, and hormone replacement
therapies, today announced that it will conduct a reverse stock
split of its outstanding shares of common stock at a ratio of
1-for-15 (the “Reverse Stock Split”). The Reverse Stock Split will
become effective on October 16, 2024 at 12:01 a.m. Eastern Time
(the “Effective Time”), with shares expected to begin trading on
the Nasdaq Capital Market, on a split-adjusted basis, at market
open on October 16, 2024. In connection with the Reverse Stock
Split, every fifteen shares of the Company’s common stock issued
and outstanding as of the Effective Time will be automatically
converted into one share of the Company’s common stock. No change
will be made to the trading symbol for the Company’s shares of
common stock, “MGRX”, in connection with the reverse split.
The Reverse Stock Split is part of the Company’s
plan to regain compliance with the minimum bid price requirement
of $1.00 per share required to maintain continued listing
on The Nasdaq Capital Market, among other benefits.
The Reverse Stock Split was approved by the
Company’s stockholders at the Company's Special Meeting of
Stockholders held on March 25, 2024 (the “Special
Meeting”) to be effected in the Board’s discretion within approved
parameters. Following the Special Meeting, the final ratio was
approved by the Company’s Board.
The Reverse Stock Split will reduce the number
of shares of the Company's outstanding common stock from
approximately 35.5 million shares (as of the date of this press
release) to approximately 2.4 million shares, subject to adjustment
for rounding, as discussed below and potential additional issuances
through the effective date of the Reverse Stock Split.
The reverse split will affect all issued and
outstanding shares of common stock. All outstanding options and
other securities entitling their holders to purchase or otherwise
receive shares of common stock will be adjusted as a result of the
reverse split, as required by the terms of each security, and in
certain cases, subject to reset rights. The number of shares
available to be awarded under the Company’s equity incentive plan
will also be appropriately adjusted. Following the reverse split,
the par value of the Common Stock will remain unchanged at $0.0001
par value per share. The reverse split will not change the
authorized number of shares of common stock or preferred stock. No
fractional shares will be issued in connection with the reverse
split, and stockholders who would otherwise be entitled to receive
a fractional share will instead receive one whole share of common
stock in lieu of such fractional share.
Additional information regarding the reverse
stock split is available in the Company’s definitive proxy
statement originally filed with the U.S. Securities and Exchange
Commission (SEC) on March 1, 2024 and a Current Report on Form 8-K
which the Company filed today with the SEC.
About MangoRx
MangoRx is focused on developing a variety of
men's health and wellness products and services via a secure
telemedicine platform. To date, the Company has identified men's
wellness telemedicine services and products as a growing sector and
especially related to the area of erectile dysfunction (ED), hair
growth and hormone replacement therapies. Interested consumers can
use MangoRx’s telemedicine platform for a smooth experience.
Prescription requests will be reviewed by a physician and, if
approved, fulfilled and discreetly shipped through MangoRx’s
partner compounding pharmacy and right to the patient’s doorstep.
To learn more about MangoRx’s mission and other products, please
visit www.MangoRx.com or on social media @Mango.Rx.
Forward-Looking Statements
Certain statements made in this press release
contain forward-looking information within the meaning of
applicable securities laws, including within the meaning of the
Private Securities Litigation Reform Act of 1995 (“forward-looking
statements”). These forward-looking statements represent the
Company’s current expectations or beliefs concerning future events
and can generally be identified using statements that include words
such as “estimate,” “expects,” “project,” “believe,” “anticipate,”
“intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target”
or similar words or phrases. These forward-looking statements are
subject to risks, uncertainties and other factors, many of which
are outside of the Company’s control which could cause actual
results to differ materially from the results expressed or implied
in the forward-looking statements, our ability to maintain the
listing of our common stock on Nasdaq; our ability to meet Nasdaq’s
minimum bid price requirement and other continued listing
requirements of Nasdaq; our ability to commercialize our patent
portfolio; our ability to obtain Comisión Federal para la
Protección contra Riesgos Sanitarios for our ED product in Mexico,
the costs thereof and timing associated therewith; our ability to
obtain additional funding and generate revenues to support our
operations; risks associated with our ED product which have not
been, and will not be, approved by the U.S. Food and Drug
Administration (“FDA”) and have not had the benefit of the FDA’s
clinical trial protocol which seeks to prevent the possibility of
serious patient injury and death; risks that the FDA may determine
that the compounding of our planned products does not fall within
the exemption from the Federal Food, Drug, and Cosmetic Act (“FFDCA
Act”) provided by Section 503A; risks associated with related party
relationships and agreements; the effect of data security breaches,
malicious code and/or hackers; competition and our ability to
create a well-known brand name; changes in consumer tastes and
preferences; material changes and/or terminations of our
relationships with key parties; significant product returns from
customers, product liability, recalls and litigation associated
with tainted products or products found to cause health issues; our
ability to innovate, expand our offerings and compete against
competitors which may have greater resources; our significant
reliance on related party transactions; the projected size of the
potential market for our technologies and products; risks related
to the fact that our Chairman and Chief Executive Officer, Jacob D.
Cohen has significant voting control over the Company; risks
related to the significant number of shares in the public float,
our share volume, the effect of sales of a significant number of
shares in the marketplace, and the fact that the majority of our
shareholders paid less for their shares than the public offering
price of our common stock in our recent initial public offering;
dilution caused by recent offerings; conversion of outstanding
shares of preferred stock and the rights and preferences thereof,
the fact that we have a significant number of outstanding warrants
to purchase shares of common stock and other convertible
securities, the resale of which underlying shares have been
registered under the Securities Act of 1933, as amended, dilution
caused by exercises/conversions thereof, overhang related thereto,
and decreases in the trading price of our common stock caused by
sales thereof; our ability to build and maintain our brand;
cybersecurity, information systems and fraud risks and problems
with our websites; changes in, and our compliance with, rules and
regulations affecting our operations, sales, marketing and/or our
products; shipping, production or manufacturing delays; regulations
we are required to comply with in connection with our operations,
manufacturing, labeling and shipping; our dependency on
third-parties to prescribe and compound our ED product; our ability
to establish or maintain relations and/or relationships with
third-parties; potential safety risks associated with our products,
including the use of ingredients, combination of such ingredients
and the dosages thereof; the effects of changing rates of inflation
and interest rates, and economic downturns, including potential
recessions, as well as macroeconomic, geopolitical, health and
industry trends, pandemics, acts of war (including the ongoing
Ukraine/Russian conflict and war in Israel) and other large-scale
crises; our ability to protect intellectual property rights; our
ability to attract and retain key personnel to manage our business
effectively; overhang which may reduce the value of our common
stock; volatility in the trading price of our common stock; and
general consumer sentiment and economic conditions that may affect
levels of discretionary customer purchases of the Company’s
products, including potential recessions and global economic
slowdowns. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking
statements we make in this release are reasonable, we provide no
assurance that these plans, intentions or expectations will be
achieved. Consequently, you should not consider any such list to be
a complete set of all potential risks and uncertainties.
More information on potential factors that could
affect the Company’s financial results is included from time to
time in the “Cautionary Note Regarding Forward-Looking Statements,”
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the
Company’s filings with the SEC, including the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023 and our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024,
and subsequent reports. These filings are available at www.sec.gov
and at our website at https://www.mangoceuticals.com/sec-filings.
All subsequent written and oral forward-looking statements
attributable to the Company or any person acting on behalf of the
Company are expressly qualified in their entirety by the cautionary
statements referenced above. Other unknown or unpredictable factors
also could have material adverse effects on the Company’s future
results. The forward-looking statements included in this press
release are made only as of the date hereof. The Company cannot
guarantee future results, levels of activity, performance or
achievements. Accordingly, you should not place undue reliance on
these forward-looking statements. Finally, the Company undertakes
no obligation to update these statements after the date of this
release, except as required by law, and takes no obligation to
update or correct information prepared by third parties that are
not paid for by the Company. If we update one or more
forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other
forward-looking statements.
Follow MangoRx on social
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FOR INVESTOR RELATIONS
Mangoceuticals Investor RelationsEmail:
investors@mangorx.com
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