CEO Jacob Cohen Discloses 2M Share Bonus and Trust Transfers in Amended 13D
MGRX has more than doubled off its 52-week low of $0.162.
Summary
CEO Jacob Cohen received 2M shares as a bonus in lieu of a change of control payment under a Separation Agreement related to the terminated Nuclea Energy merger, then transferred them to his controlled trust. The filing also details a repaid $100K convertible note and warrants.
Key Events · Ownership and Investor Activity · MGRX
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CEO Received 2M Share Bonus
Under a Release and Separation Agreement dated July 28, 2026, Jacob Cohen received 2,000,000 shares of common stock in lieu of a change of control payment otherwise due under his employment agreement.
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Shares Transferred to Trust
On August 11, 2026, Cohen transferred the 2,000,000 shares to The Tiger Cub Trust, which he controls as trustee, for no consideration.
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Convertible Note and Warrants Disclosed
The Trust held a $100,000 Amended and Restated Convertible Promissory Note convertible at $1.785 per share, plus warrants to purchase 50,000 shares at $1.815 per share expiring July 21, 2028.
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Note Repaid in Full
On December 19, 2025, the note was paid in full, including $18,000 of accrued interest, resulting in a loss on debt extinguishment of $6,450.
Analysis · MGRX · Industrial Applications And Services
This Amendment No. 6 to the Schedule 13D reveals that CEO Jacob Cohen received 2,000,000 shares of Mangoceuticals common stock as a bonus in lieu of a change of control payment under a Release and Separation Agreement tied to the now-terminated Nuclea Energy reverse merger. Cohen then transferred those shares to The Tiger Cub Trust, which he controls, for no consideration. The filing also discloses the terms of a $100,000 convertible note and warrants issued to the Trust, which were repaid in full in December 2025. These disclosures clarify the CEO's beneficial ownership and the compensation arrangements surrounding the failed merger, which is material for investors assessing insider alignment and the company's governance.
How filings like this one have moved
In the 30 days to Oct 6, 2026, 28.9% of the 1573 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.57%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, MGRX was trading at $0.41 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $9M. The 52-week trading range was $0.16 to $2.75. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.