공지 • May 03
Mangoceuticals, Inc. Provides Non-Compliance Update
As previously disclosed in the Current Report on Form 8-K, filed by Mangoceuticals, Inc. (the Company", we" and us") with the Securities and Exchange Commission (the Commission" or the SEC") on November 1, 2023, on October 30, 2023, the Company received written notice (the Notification Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq") notifying the Company that it was not in compliance with the minimum bid price requirements set in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company's common stock for the thirty (30) consecutive business days from September 15, 2023 to October 27, 2023, the Company no longer met the minimum bid price requirement. The Notification Letter stated that the Company had 180 calendar days or until April 29, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days (the Minimum Bid Price Requirement"). The Notification Letter also stated that if the Company does not regain compliance by April 29, 2024, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. As previously disclosed in the Current Report on Form 8-K, filed by the Company with the Commission on November 7, 2023, on November 3, 2023, the Company received a letter from Nasdaq notifying the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) (the Rule"), which requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000. In the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company reported stockholders' equity of $1,354,821, which is below the minimum stockholders' equity required for continued listing pursuant to the Rule. Additionally, the Company did not meet the alternative Nasdaq continued listing standards under Nasdaq Listing Rules. As described in the Current Report on Form 8-K filed by the Company with the Commission on April 25, 2024, as a result of certain transactions described in such Current Report on Form 8-K, the Company believes it has regained compliance with the Rule because it believes that its stockholders' equity exceeds $2.5 million and that it also satisfies the minimum $5 million equity requirement for initial listing on The Nasdaq Capital Market. On April 25, 2024, the Company submitted a request to Nasdaq for an additional 180-day extension to regain compliance with the Minimum Bid Price Requirement. On April 30, 2024, the Company received a letter from Nasdaq advising that based on the April 25, 2024 Current Report on Form 8-K, Nasdaq has determined that the Company complies with the Rule. However, Nasdaq also advised that if the Company fails to evidence compliance with the Rule upon filing its next periodic report it may be subject to delisting. At that time, Nasdaq will provide written notification to the Company, which may then appeal Nasdaq's determination to a Hearings Panel. Separately, on April 30, 2024, the Company received a letter from Nasdaq advising that the Company had been granted a 180-day extension to October 24, 2024, to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A). The Company will continue to monitor the closing bid price of its common stock and will, if necessary, implement a reverse stock split of its outstanding securities, to regain compliance with the Minimum Bid Price Requirement. The stockholders of the Company, at the March 25, 2024, special meeting of stockholders previously approved an amendment to our Certificate of Formation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, by a ratio of between one-for-two to one-for-fifty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to March 25, 2025. If the Company does not regain compliance within the allotted compliance period, and/or if the Company does not demonstrate compliance with the Rule as of the filing of its next periodic report, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during this 180-day extension.