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SEC Comment Letter 0000000000-23-001033 to MANGOCEUTICALS, INC. (MGRX)

MANGOCEUTICALS, INC.
Date: Feb. 1, 2023 · CIK: 0001938046 · Accession: 0000000000-23-001033

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File numbers found in text: 333-269240

Date
February 1, 2023
Author
Jacob Cohen
Form
UPLOAD
Company
MANGOCEUTICALS, INC.

Letter

United States securities and exchange commission logo February 1, 2023 Jacob Cohen Chief Executive Officer Mangoceuticals, Inc. 4131 N. Central Expressway, Suite 900 Dallas, TX 75204 Re:Mangoceuticals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 26, 2023 File No. 333-269240 Dear Jacob Cohen: We have reviewed your amended registration statement and have the following comment. In this comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Risks Related to Our Securities and this Offering, page 32 1.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

FirstName LastNameJacob Cohen Comapany NameMangoceuticals, Inc. February 1, 2023 Page 2 FirstName LastName Jacob Cohen Mangoceuticals, Inc. February 1, 2023 Page 2 You may contact Ibolya Ignat at 202-551-3636 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: David Loev

Show Raw Text
United States securities and exchange commission logo
February 1, 2023
Jacob Cohen
Chief Executive Officer
Mangoceuticals, Inc.
4131 N. Central Expressway, Suite 900
Dallas, TX 75204
Re:Mangoceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 26, 2023
File No. 333-269240
Dear Jacob Cohen:
            We have reviewed your amended registration statement and have the following
comment.  In this comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Risks Related to Our Securities and this Offering, page 32
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.

 FirstName LastNameJacob Cohen
 Comapany NameMangoceuticals, Inc.
 February 1, 2023 Page 2
 FirstName LastName
Jacob Cohen
Mangoceuticals, Inc.
February 1, 2023
Page 2
            You may contact Ibolya Ignat at 202-551-3636 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Loev