Form 4: MANGOCEUTICALS CEO Options Repriced to $0.45 Amid Low Stock Price

MANGOCEUTICALS, INC. CEO Jacob D. Cohen's stock options were repriced to $0.45 per share on March 16, 2026, a significant reduction from original strike prices, though still above the market closing price.

Summary

• Jacob D. Cohen, CEO, Director, and 10% Owner of MANGOCEUTICALS, INC. (MGRX), reported changes in beneficial ownership.
• Mr. Cohen directly owns 200,000 shares of Common Stock.
• The Tiger Cub Trust, beneficially owned by Mr. Cohen, directly holds 605,000 shares of Common Stock.
• On March 16, 2026, the Issuer's Board of Directors, with Compensation Committee approval, repriced Mr. Cohen's stock options.
• The new exercise price for all repriced options is $0.45 per share.
• This new exercise price of $0.45 exceeded the closing price on Nasdaq as of the effective date, implying the stock was trading below $0.45.
• Options for 50,000 shares, originally priced at $16.5, were repriced to $0.45, with vesting completed by September 1, 2025, and expiring September 1, 2027.
• Options for 83,333 shares, originally priced at $4.8, were repriced to $0.45, with vesting completed by December 28, 2023, and expiring December 28, 2028.
• Options for 2,000,000 shares, originally priced at $2.3, were repriced to $0.45, with 500,000 vesting upon grant on September 9, 2025, and the remainder vesting over 18 months (500,000 on 6th, 12th, and 18th month anniversaries), expiring September 9, 2035.
• All other terms of the options remain unchanged, and these transactions were exempt under Rule 16b-6(d) and Rule 16b-3 of the Exchange Act.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with a low sentiment score due to the underlying implication of severe stock price decline that necessitated the option repricing. The fact that the new exercise price still exceeded the market closing price on the repricing date suggests an extremely low current valuation, which is a strong negative signal for investors.

Positives

• The repricing of stock options to a significantly lower exercise price of $0.45 re-incentivizes CEO Jacob D. Cohen, aligning his future potential gains more closely with a lower stock valuation.
• The Board of Directors and Compensation Committee approved the repricing, indicating a structured approach to executive compensation adjustments.

Negatives

• The necessity of repricing options from significantly higher strike prices ($16.5, $4.8, $2.3) to $0.45 indicates a substantial decline in MANGOCEUTICALS' stock price and poor past performance.
• The new exercise price of $0.45 *exceeded* the closing price on Nasdaq on March 16, 2026, implying the company's stock was trading below $0.45 at the time of repricing, signaling a very low market valuation.
• The repricing could be viewed negatively by existing shareholders as it suggests a reset of executive incentives following significant value erosion.

Risks

• The substantial drop in stock price that necessitated the option repricing indicates significant underlying business challenges or market disfavor.
• Potential for future dilution if the repriced options are exercised, increasing the number of outstanding shares.
• The low current stock valuation (implied to be below $0.45) suggests high volatility and uncertainty regarding the company's future performance.

Future Outlook

The filing indicates future vesting schedules for the repriced options, with 500,000 options vesting on the 6th, 12th, and 18th month anniversaries of the September 9, 2025 grant date, subject to Mr. Cohen's continued service. Full vesting also occurs upon termination without cause, for good reason, or upon a change of control.

Management Comments

• The Issuer's Board of Directors, with the recommendation and approval of the Compensation Committee, approved an option repricing on March 16, 2026, setting a new exercise price of $0.45, which exceeded the closing price on Nasdaq as of the Effective Date. All other terms of the options remain unchanged.

Industry Context

StockSavvy.ai notes that option repricings are typically a response to a significant decline in a company's stock price, rendering previously granted options 'underwater' and ineffective as an incentive. While common in periods of market downturns or company-specific underperformance, the detail that the new exercise price still 'exceeded the closing price' suggests an extremely low current valuation for MANGOCEUTICALS, potentially below $0.45 per share, which is a more severe indicator than a repricing to the current market price.

Corporate Governance

Related Party Transactions

• Jacob D. Cohen, CEO, Director, and 10% Owner, is the reporting person for both his direct holdings and those of The Tiger Cub Trust, which he beneficially owns as Trustee.

Stakeholder Impact

• Shareholders: Face potential dilution from the repriced options and the negative signal of a significant stock price decline that necessitated the repricing. The implied very low current stock price is a concern.
• Management (Jacob D. Cohen): Re-incentivized with options that are now significantly closer to being in-the-money, providing renewed motivation.

Next Steps

• Continued vesting of 2,000,000 stock options over 18 months, with 500,000 vesting on the 6th, 12th, and 18th month anniversaries of the September 9, 2025 grant date, subject to CEO's continued service.

Key Dates

Recommendation

The option repricing signals significant past stock price underperformance, which is a negative indicator. However, repricing can also re-incentivize management. Without a broader financial report, a 'hold' recommendation is prudent, acknowledging the negative implications of the repricing while recognizing the potential for renewed management focus. The implied very low stock price (below $0.45) suggests high risk but also potential for significant upside if a turnaround occurs.

Keywords

MANGOCEUTICALS, MGRX, SEC Form 4, Insider Transaction, Stock Options, Option Repricing, Executive Compensation, Jacob D. Cohen, Corporate Governance, Beneficial Ownership