Correspondence 0001493152-23-006154 from MANGOCEUTICALS, INC. (MGRX)
MANGOCEUTICALS, INC.
Date: Feb. 28, 2023 · CIK: 0001938046 · Accession: 0001493152-23-006154
AI Filing Summary & Sentiment
File numbers found in text: 333-269240
Referenced dates: February 24, 2023
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CORRESP
1
filename1.htm
February
28, 2023
VIA
EDGAR
Division
of Corporation Finance
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
DC 20549
Attn:
Office of Industrial Applications and Services
Re: Mangoceuticals,
Inc.
Amendment No.
3 to Registration Statement on Form S-1
Filed February
21, 2023
File No. 333-269240
Ladies
and Gentlemen:
Mangoceuticals,
Inc., a Texas corporation (the “Company”, “we”, “us” or “Mangoceuticals”),
would like to thank you for your prompt review of the Company’s Amendment No. 3 to Registration Statement on Form S-1, submitted
February 21, 2023 (the “Registration Statement”). We are responding to a comment on the Registration Statement provided
by the staff (the “Staff”) of Securities and Exchange Commission (the “Commission”) by letter dated
February 24, 2023. In connection with this response, we are submitting an Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment
No. 2”) via EDGAR.
Our
response to the Staff’s comment is indicated below, directly following a restatement of the comment in bold type.
Amendment
No. 3 to Registration Statement on Form S-1
Master
Services Agreement with Epiq Scripts, page 6
1.
You state the $15,000 retainer is “to be credited towards future product sales.” Please expand the disclosure here and
on page 57 to clarify specifically what the retainer is for, e.g. the provision of pharmacy and related services reported as cost of
sales on the statement of operations.
RESPONSE:
We have clarified here and throughout the prospectus that the $15,000 upfront retainer is to be credited towards the future provision
of pharmacy and related services as outlined and detailed in the Master Services Agreement and SOW and that all costs related to the
pharmacy services provided by Epiq Scripts are listed as related party costs of revenues on our statement of operations.
Office
of Industrial Applications and Services
February
27, 2023
Page
2 of 2
Managements
Discussion and Analysis of Financial Condition and Results of Operations
Results
of Operations, page 46
2.
Please provide a breakdown and explanation of the various expenses that comprise your general and administrative costs for each
period presented.
RESPONSE:
We have revised and expanded our disclosures to include a breakdown and explanation of the various expenses that comprise your general
and administrative costs for each period presented.
3.
Please disclose the nature of cost of revenues and how the amounts are determined in transactions with related
parties.
RESPONSE:
We have revised and expanded our disclosures to disclosure the nature of cost of revenues and how the amounts are determined in transactions
with related parties.
Audited
Financial Statements
Statements
of Operations, page F-5
4.
Please revise to reflect amounts related to transactions with related parties as appropriate.
RESPONSE:
We have updated the statement of operations to clarify amounts related to transactions with related parties.
Statements
of Cash Flows, page F-7
5.
Please revise to correct the cash flow from financing activities section. The (25,070) on the fourth line appears to be
erroneous.
RESPONSE:
We have revised and corrected the cash flow statement to address your comment.
*
* * * *
Sincerely,
/s/ Jacob Cohen
Jacob Cohen
Chief Executive Officer