Mangoceuticals (MGRX) Proxy filing summary

Executive summary

• Combined 2025/2026 annual meeting scheduled for December 30, 2026, at 12 p.m. Central Time in Dallas; no annual meeting was held in 2025.

• November 12, 2026 is the record date; common stockholders may vote, while Series B and Series C preferred stockholders are entitled to notice but not votes on the proposals.

Voting matters and shareholder proposals

• Four incumbent directors—Jacob D. Cohen, Lorraine D’Alessio, Alex P. Hamilton and Dr. Kenny Myers—are nominated for one-year terms; election is by plurality.

• Proposal 2 would authorize a 1-for-2 to 1-for-25 reverse split at the Board’s discretion through December 30, 2027, including discretion over fractional-share treatment.

• Proposal 3 seeks approval of the Third Amendment: a 15 million-share initial reserve, reset to 10 million after a reverse split, annual increases through 2032 and a 26 million-share plan cap.

• Proposals 4 and 5 seek ratification of Turner, Stone & Company for FY2025 and FY2026 and authority to adjourn if needed to solicit votes on Proposals 2–4; the Board recommends FOR all proposals.

Board of directors and corporate governance

• Jacob D. Cohen serves as both Board Chair and CEO; the Board cites his company knowledge and decisive leadership and periodically reviews the leadership structure.

• Lorraine D’Alessio, Alex P. Hamilton and Dr. Kenny Myers are designated independent; Hamilton chairs the Audit Committee and is its financial expert, while Myers chairs the Compensation Committee and D’Alessio chairs the Governance Committee.

• The Board held 35 meetings in FY2025; all directors attended Board and relevant committee meetings.