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Correspondence 0001493152-23-006154 from MANGOCEUTICALS, INC. (MGRX)

MANGOCEUTICALS, INC.
Date: Feb. 28, 2023 · CIK: 0001938046 · Accession: 0001493152-23-006154

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File numbers found in text: 333-269240

Referenced dates: February 24, 2023

Date
Feb. 28, 2023
Author
/s/ Jacob Cohen
Form
CORRESP
Company
MANGOCEUTICALS, INC.

Letter

Re: Mangoceuticals, Inc.

February 28, 2023

VIA EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

F Street, NE

Washington, DC 20549

Attn: Office of Industrial Applications and Services

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

Show Raw Text
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