Mangoceuticals, Inc. filed a preliminary proxy statement on November 6, 2026, calling a combined 2025 and 2026 Annual Meeting of Stockholders to be held on Wednesday, December 30, 2026, at the company's Dallas, Texas headquarters.

Key Highlights

  • Meeting date and location: The combined annual meeting is scheduled for December 30, 2026, at 12 p.m. Central Time at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas 75248.
  • Record date: The Board fixed the close of business on November 12, 2026 as the record date for determining stockholders entitled to vote.
  • Reverse stock split proposed: Stockholders are asked to grant discretionary authority for a reverse split of common stock at a ratio between one-for-two and one-for-twenty-five, with the exact ratio to be set by the Board no later than December 30, 2027.
  • Equity plan amendment: Stockholders are asked to approve a Third Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan.
  • Director nominees: The Board has nominated four incumbent directors for re-election: Jacob D. Cohen, Lorraine D'Alessio, Alex P. Hamilton, and Dr. Kenny Myers, each for a one-year term.
  • Auditor ratification: Stockholders are asked to ratify Turner, Stone & Company, L.L.P. as independent auditors for fiscal years ending December 31, 2025 and December 31, 2026.
  • No annual meeting held in prior year: According to the filing, the company did not hold an annual meeting last year, which is why a combined 2025/2026 meeting is being convened.

Mangoceuticals Stockholders to Vote on Split Authority and Plan Amendment

Mangoceuticals, Inc., a Texas corporation that operates in the health and wellness sector, filed a preliminary proxy statement with the SEC on November 6, 2026, disclosing five formal proposals for stockholder consideration at the upcoming combined annual meeting. The filing was signed by Chairman Jacob D. Cohen and was submitted without a filing fee, as indicated on the cover page of the Schedule 14A.

The most consequential proposal before stockholders, according to the filing, is the reverse stock split authorization. The Board is seeking discretionary authority to amend the Company's Certificate of Formation to effect a split of issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio of between one-for-two and one-for-twenty-five inclusive. The Board, or a duly authorized committee, would determine the exact whole-number ratio at any time after stockholder approval and prior to December 30, 2027. The filing also specifies that fractional shares resulting from the split may be handled through cash payment at fair value or by rounding up to the next whole share.

In addition to the reverse split question, the filing describes proposals to approve the Third Amendment to the Mangoceuticals, Inc. 2022 Equity Incentive Plan, to ratify Turner, Stone & Company, L.L.P. as auditors for both fiscal years 2025 and 2026, and to permit adjournment of the meeting if sufficient votes are not present. The Board unanimously recommends a vote "For All" on the director election and "For" on each remaining proposal. Only holders of common stock, Series B Convertible Preferred Stock, and 6% Series C Convertible Preferred Stock as of the November 12, 2026 record date are entitled to notice, and only common stockholders are eligible to vote.

What Was Disclosed

Mangoceuticals, Inc. filed a preliminary Schedule 14A proxy statement on November 6, 2026, covering five proposals for a combined 2025/2026 annual stockholder meeting set for December 30, 2026, including a potential reverse stock split, an equity plan amendment, director elections, and auditor ratification.