Jacob Cohen
About Jacob Cohen
Jacob D. Cohen is Chairman and Chief Executive Officer of Mangoceuticals, Inc. (MGRX), serving as director since October 2021 and Chairman since September 2022; age 45 as of May 6, 2024, with a BA in International Economics and Finance from Brandeis University . The company disclosed it has not yet generated revenues sufficient to support operations, highlighting execution risk; MGRX also effected a 1-for-15 reverse split in October 2024, underscoring capital structure sensitivity . Cohen’s dual role as CEO and Chairman concentrates power; the Board cites decisiveness and accountability but raises independence concerns typical of combined roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mangoceuticals, Inc. | Chairman & CEO | 2021–present | Led public company strategy in men’s wellness telemedicine; oversaw financing and reverse split actions . |
| The Renewed Group, Inc. | CFO | 2010–2013 | Managed apparel manufacturer/retailer; finance leadership . |
| Metiscan, Inc. | EVP & Controller; President & CEO of subsidiary | 2008–2010 | Restructured company and subsidiaries; raised >$8M equity; managed SEC filings . |
| Artfest International | COO | 2007–2008 | Assisted taking company public . |
| AdvertEyes Network | Founder & CEO | 2007 era | Built digital signage advertising venture . |
| Solomon Advisors; Huberman Financial | Investment advisor, institutional equity research analyst | 2003–2005 | Sell-side and advisory experience . |
| Allegiance Capital | Investment banker | 2005–2007 | M&A-focused banking experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American International Holdings Corp. (OTC:AMIH) | Director; former CEO/President | Director current; CEO 2019–2023 | Former parent of MGRX; Cohen remains a director . |
| Ronin Equity Partners, Inc. | CEO | 2016–present | Private investment company . |
| Cohen Enterprises, Inc. | CEO | 2013–present | Private investment company; acquired control of MGRX in 2022 . |
| Epiq Scripts, LLC | 51% owner; co-Manager | 2023–present ownership; co-Manager since 2022 | Pharmacy services provider under MGRX master services agreement; related party . |
| Mango & Peaches Corp. (subsidiary) | CEO & sole director | 2024–present | Receives equity/Series A super-voting preferred, subject to shareholder approval . |
Fixed Compensation
| Component | 2022 (contract terms) | 2023 | 2025 A&R (effective Dec 15, 2024) |
|---|---|---|---|
| Base Salary ($) | $300,000, with $180,000 until May 1, 2023 | $300,000 | $360,000 |
| Target Bonus | 200% of base salary (discretionary; no formal goals set) | 200% of base salary (discretionary) | “Targeted bonus” referenced for severance; % not specified in A&R |
| Allowances/Perqs | Auto allowance $1,500/month | Auto allowance $1,500/month | Office/overhead allowance $7,500/month |
| Clawback | Nasdaq 5608 policy adopted Oct 26, 2023 | Nasdaq 5608 clawback applies | Clawback applies to compensation |
Performance Compensation
| Metric/Milestone | Weighting | Target | Actual/Payout | Vesting/Conversion |
|---|---|---|---|---|
| Mango & Peaches Consolidated Revenue | N/A | Cumulative since formation | $5M → $125k; $10M → $250k; $15M → $375k; $20M → $500k; $25M → $625k; $50M → $1.25M; $75M → $1.875M; $100M → $2.5M (max $10M aggregate) | Unvested portions vest on CoC, termination for good reason, or termination without cause; earned cash may convert at $0.50/share into Mango & Peaches common |
| MangoRx Mexico product launches | N/A | Tadalafil; Sildenafil; additional product | $250k each launch | As above |
| MangoRx UK product launch | N/A | First UK product | $250k | As above |
| MangoRx IP milestones | N/A | Efficacy trials; first license; first commercialization | $250k each | As above |
| MangoRx Asia establishment | N/A | Entity and operations established | $500k | As above |
| PeachesRx brand launch | N/A | Official launch | $250k | As above |
Note: A&R Agreement allows payout after fiscal year alongside other executives; cash bonus conversion to Mango & Peaches common at $0.50/share .
Equity Awards (MGRX)
| Grant Date | Shares/Options | Strike | Vesting | Expiration |
|---|---|---|---|---|
| Aug 31, 2022 (sign-on) | 750,000 options pre-split; 50,000 post-split (1/15) equivalent | $1.10 pre-split; $16.50 post-split | 250k/yr on each Sep 1, 2023–2025; as of 2025: 33,333 vested, 16,667 vest Sep 1, 2025 | Aug 31, 2027 |
| Dec 28, 2023 (service grant) | 1,250,000 options pre-split; 83,333 post-split equivalent | $0.32 pre-split; $4.80 post-split | Vested in full at grant | Dec 28, 2028 |
Post-split figures reflect the 1-for-15 reverse split effective Oct 16, 2024 . Cohen beneficially owns 33,333 options at $16.50 (exercisable) and 83,333 options at $4.80 (exercisable), with 16,667 unvested $16.50 options vesting Sep 1, 2025 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 721,667 common shares; includes 605,000 held via The Tiger Cub Trust; plus options as above |
| Ownership as % outstanding | 14.4% of common shares |
| Vested vs. unvested | 33,333 $16.50 options vested; 16,667 unvested vest on Sep 1, 2025; 83,333 $4.80 options vested |
| Pledging/Hedging policy | No formal anti-hedging policy; short sales discouraged; plan to implement hedging prohibition; no equity ownership policy |
| Stock ownership guidelines | None; no policy in place |
Current Form 4 trading activity not disclosed in proxies; insider transactions would require review of individual Form 4 filings.
Employment Terms
| Term | Pre-A&R (2022 agreement) | A&R (Dec 15, 2024) |
|---|---|---|
| Contract term | Through Sep 1, 2025; auto-renews 1-year terms | Extended 3 years through Dec 1, 2027 |
| Severance (without cause / good reason) | 1x base salary + targeted bonus; 12 months COBRA; immediate vesting of unvested equity; 90-day post-termination exercise window | 3x base salary + targeted bonus; 12 months COBRA; equity terms continue; paid by March 15 of following year |
| Change-in-control economics | 3x (base + most recent or targeted bonus) less any severance already paid; 60-day payout; equity exercisable up to 90 days post-termination | A&R references “change of control” for M&P Bonus vesting; company CoC framework unchanged in proxy; targeted bonus referenced |
| Non-compete / non-solicit | 12-month post-termination non-compete and non-solicit in relevant geographies | Non-compete framework continues; severance enhanced |
| Clawback | Nasdaq 5608 clawback policy (effective Oct 2, 2023) applies | Clawback applies |
| Perquisites | Auto allowance $1,500/month | Office/overhead allowance $7,500/month |
Board Governance
- Board leadership: Cohen serves as combined Chairman and CEO; Board cites benefits of decisive leadership; independence concerns persist without a Lead Independent Director disclosed .
- Committees: Audit (Chair: Alex Hamilton; members Lorraine D’Alessio, Dr. Kenny Myers), Compensation (Chair: Dr. Myers; member D’Alessio), Nominating & Corporate Governance (Chair: D’Alessio; member Dr. Myers). Cohen is not independent and not listed on any committee .
- Independence: Three directors (D’Alessio, Hamilton, Myers) are independent under Nasdaq and SEC rules; Cohen is not independent .
- Director compensation: No cash fees disclosed for 2023; independent directors received restricted stock awards vesting over time; annual non-employee director comp capped at $500k ($1M year 1 or for non-employee chair) .
Related Party Transactions (Governance risk)
- Epiq Scripts (51% owned by Cohen; co-Manager since Jan 2022): MGRX has a 5-year Master Services Agreement (MSA) and Statement of Work for prescription fulfillment and compounding; paid $60k upfront; outstanding related party payables $60,953 at Dec 31, 2023; fixed per-pill fees; exclusivity and ROFN provisions; additional 5-year consulting agreement for international expansion ($65k upfront, per-pill fees outside US) .
- Mango & Peaches reorganization (Dec 13–15, 2024): MGRX contributed substantially all assets to subsidiary Mango & Peaches; A&R Agreement issues to Cohen 1,700,000 Mango & Peaches common (25.4%) and 100 shares Series A Super Majority Voting Preferred with 51% class voting rights; Cohen would control 75.5% of Mango & Peaches voting at issuance; potentially 92.8% voting if $10M M&P Bonus fully converts; subject to Nasdaq Rule 5635 shareholder approval; exclusion of Mango & Peaches from “Change of Control” in MGRX Series B designation amendments .
Capital Structure Constraints and Dilution Overhang
- Series B preferred amendments (Proposal 1): Conversion/floor price reduction to $1.50; elimination of cumulative 10% dividend; exclusion of Mango & Peaches from CoC definition; potential issuance up to ~36.3% of common (1,872,934 shares) on conversion—material dilution; event-of-default waterfall raises dividend to 18%, increases stated value by 17.5%, and adjusts conversion price to 65% of lowest trading prices (floor applies) .
- 2022 Equity Incentive Plan amendments (Proposal 2): Increase share reserve to 10,000,000 with 2,000,000 annual evergreen cap through 2032; maximum plan awards to 26,000,000; intent to support retention but high dilution potential relative to float .
Risk Indicators & Red Flags
- Dual-role concentration (CEO + Chairman) without disclosed Lead Independent Director .
- Significant potential dilution from Series B conversions and expanded equity plan .
- Related party dependence on Epiq Scripts (owner-controlled) for core fulfillment and consulting .
- Hedging policy gaps and absence of ownership guidelines reduce alignment safeguards .
- Capital structure fragility: reverse split; protective provisions and default terms elevate financing risk .
Compensation Structure Analysis
- Shift toward equity/control via Mango & Peaches: issuance of M&P common and super-voting preferred to Cohen consolidates control of contributed assets; if M&P Bonus fully converts, Cohen’s voting power could reach ~92.8% at the subsidiary—implications for consolidation and cash flows back to MGRX .
- Guaranteed cash increased: base salary raised to $360k and $7,500/month office allowance; severance increased to 3x base + targeted bonus—higher fixed obligations .
- Incentives tied to subsidiary metrics: $10M M&P Bonus structured around revenue and product milestones largely within Mango & Peaches, not parent MGRX—misalignment risk if subsidiary value does not accrue to MGRX shareholders .
- Options repricing risk managed via plan: Administrator may reprice/cancel/re-grant options under plan policy (subject to consent and GAAP treatment) .
Employment & Contracts (Retention/Transition)
- Term and auto-renewal provide stability; severance and CoC protections generous—low voluntary departure risk but higher cost if terminated; non-compete and garden-variety covenants in place .
Investment Implications
- Alignment: Cohen holds ~14.4% of MGRX and substantial options; however, control shifts to Mango & Peaches via super-voting preferred and M&P Bonus may divert economic/voting power to subsidiary; absence of ownership/anti-hedging policy weakens guardrails .
- Dilution/overhang: Series B conversion at $1.50 and expanded equity plan present substantial dilution risk; default provisions under Series B could worsen terms; shareholders should model fully diluted scenarios .
- Governance/related party: Reliance on Epiq Scripts (controlled by Cohen) for fulfillment and consulting is a persistent related party risk; Board committee independence helps, but dual-role CEO/Chairman increases oversight risk .
- Pay-for-performance: 2025 A&R elevates fixed pay and severance while performance incentives focus on subsidiary milestones; investors should assess whether subsidiary performance accrues to MGRX shareholder value and monitor special meeting outcomes under Nasdaq Rule 5635 .