Disclaimer.
Qualification for SEC Exemption Guidance for Merger and Acquisition Broker:
1. Luca Consulting, LLC will exclusively engage in transactions falling within the definition of an “M&A Broker” as outlined in the SEC exemption guidance. This entails facilitating securities transactions solely in connection with the transfer of ownership and control of privately-held companies through activities such as purchase, sale, exchange, issuance, repurchase, redemption, or business combinations involving securities or assets of the company. Transactions must result in the active operation of the company or business conducted with its assets by the buyer.
2. Luca Consulting, LLC will not possess the authority to bind any party involved in the M&A transactions it facilitates, ensuring it acts solely as a broker and not as a principal in the transactions.
3. Luca Consulting, LLC and its affiliates will refrain from directly or indirectly providing financing for M&A transactions. Any assistance provided in obtaining financing from unaffiliated third parties will comply with all applicable legal requirements, including Regulation T. Written disclosure of any compensation received by Luca Consulting, LLC will be provided to the client.
4. Luca Consulting, LLC will not have custody, control, possession, or handle funds or securities involved in M&A transactions, maintaining separation from financial assets exchanged during the transactions.
5. Clear written disclosure will be provided to and written consent obtained from all parties if Luca Consulting, LLC represents both buyers and sellers in M&A transactions.
6. Luca Consulting, LLC will not participate in the formation of buyer groups for M&A transactions.
7. Neither Luca Consulting, LLC nor any of its officers, directors, or employees will have been barred or suspended from association with a broker-dealer by the SEC, any state, or FINRA.
8. M&A transactions facilitated by Luca Consulting, LLC will not involve public offerings of securities, and any offering or sale of securities must be exempt from registration under the Securities Act of 1933.
9. Upon completion of the transaction, the buyer(s) must control and actively operate the company or business conducted with the assets of the company.
10. M&A transactions facilitated by Luca Consulting, LLC will not result in the transfer of interests to passive buyers or groups of passive buyers.
Section 17(b) Disclosure
This website (this “Site”) is operated by Luca Consulting, LLC. (“LC”). The content published on this website may be considered “paid advertising” under Section 17(b) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”). All users of this website should assume that LC has been remunerated by its clients for distributing content related to its client’s securities. For more information on compensation received for services provided by LC, please refer to the pertinent content or materials relating to the respective client.By accessing this Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. LC is not a registered or licensed broker, dealer, broker-dealer, investment adviser, nor investment manager, nor does LC engage in any activities that would require such registrations. LC does not provide investment advice, endorsement, analysis, or recommendations with respect to any securities, and its services to or statements about its clients should never be construed as any endorsement of or opinion about any security of any client.No information contained on this Site constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security or any other similar product or service regardless of whether such security, product, or service is referenced on this Site. Furthermore, nothing on this Site is intended to provide tax, legal, or investment advice, and nothing on this Site should be construed as a recommendation to buy, sell, or hold any investment or security or to engage in any investment strategy or transaction.When used herein, the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “going forward”, “intend”, “may”, “ought to”, “plan”, “project”, “seek”, “should”, “will”, “would”, and similar expressions, as they relate to LC’s clients, are intended to identify forward-looking statements. These forward-looking statements do not reflect LC’s views or opinions with respect to future events and are not a guarantee of future performance or developments. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. LC does not verify information provided by clients to LC. No representation or warranty, express or implied, is made as to the accuracy or completeness of any information contained herein. LC expressly disclaims any and all liability based, in whole or in part, on such information, any errors therein, or omissions therefrom.Additional information about the companies represented on the Site may be found on the websites of the respective companies or, in certain instances, by searching the EDGAR database.
Disclosure of Compensation and Potential Conflicts of Interest
LC’s company profiles, videos, and other investor relations materials, publications, or presentations, including web content and social media posts, are based on data obtained from sources we believe to be reliable but are not guaranteed as to accuracy and are not purported to be complete. As such, the information should not be construed as advice designed to meet the particular investment needs of any investor. Any opinions expressed in LC’s company profiles or other investor relations materials and presentations are subject to change.LC and its affiliates may buy and sell shares of securities or options of the issuers mentioned on this website at any time. Because we receive compensation for dissemination of information about our clients, our publicly disseminated publications should not be regarded in any manner whatsoever as independent. We hereby certify that no part of our compensation was, is, or will be, directly or indirectly, related to the specific recommendation or views expressed in any of our materials.Our services and commercial advertisements rendered are not related to, connected to, nor are they contingent on a client’s stock price performance. We are sometimes paid for commercial advertisements and distributions in cash, stock, Rule 144 stock, warrants, options, or other securities in lieu of or in addition to our stated compensation schedule. This compensation and ownership of securities of a client’s common stock constitute a conflict of interest as to our ability to remain objective in our communication regarding our profiled companies. More information can be received from our client company’s website. We may write commercial advertisements or promote a given company on other occasions.
Important Considerations
Never base any investment decision on information on this website. LC may have been compensated, and our employees and affiliates may own stock that they have purchased in the open market either prior, during, or after the release of the companies’ profile, which is an inherent conflict of interest in our statements and opinions, and such statements and opinions cannot be considered independent.LC and its management may benefit from any increase in the share price of the profiled companies and hold the right to sell the shares bought at any given time, including shortly after the release of the applicable company’s profile. When it comes to buying or selling shares, please assume LC is buying and/or selling before, during, and/or after publication of the discussed company. We will not advise as to when we decide to buy or sell and do not and will not offer any opinion as to when others should sell; each investor must make that decision based on his or her judgment of the market. Stock market investing is inherently risky.LC is not responsible for any gains or losses that result from the opinions expressed on this website, in any research reports, company profiles, or in other investor relations materials or presentations that it publishes electronically or in print. We strongly encourage all investors to conduct their own research and contact a registered financial advisor before making any investment decision.For more information on stock market investing, visit the Securities and Exchange Commission (“SEC”) at www.sec.gov. Please see below for a list of our 17(b) disclosures in accordance with the SEC rule:Associates and employees of LC may, from time to time, trade securities of client companies and companies covered by research disseminated by LC and related publications. Public disclosure, by any means, of future coverage, ratings changes, and/or changes in earnings estimates prior to publication is prohibited.
Compensation Disclosure In compliance with section 17(b)
In compliance with section 17(b) of the Securities Act, Luca Consulting, LLC discloses its client relationship with Mangoceuticals, Inc. As per the terms of a 3-month agreement dated October 10th, 2023 – January 10th, 2023, Mangoceuticals, Inc has engaged Luca Consulting, LLC for general advisory and consulting services. Compensation for these services consists of a cash retainer of $15,000 paid in three monthly installments: $5,000 for month one, $5,000 for month two, and $5,000 for month three. Additionally, Mangoceuticals, Inc has provided Luca Consulting, LLC a one-time stock fee of two hundred thousand shares of common stock, restricted under Rule 144. This compensation is for the consulting services rendered by Luca Consulting, LLC directly to Mangoceuticals, Inc's management team. The stock received is eligible for sale on or about 4/18/2024, at which time Luca Consulting, LLC reserves the right to exit the position. It's important to note that Luca Consulting, LLC's services encompass general advisory and consulting support for Mangoceuticals, Inc. These services are not be construed as promotional activities aimed at influencing investment decisions. Luca Consulting, LLC's role is to assist small-cap companies like Mangoceuticals, Inc in effectively communicating their investment characteristics to the public. Our services may include multimedia marketing and other awareness initiatives to help enhance visibility and understanding of the company's offerings within the investment community.
In compliance with section 17(b) of the Securities Act, Luca Consulting, LLC discloses its client relationship with Mangoceuticals, Inc. As per the terms of a 3-month agreement dated January 10th, 2024 – April 10th, 2024, Mangoceuticals, Inc has engaged Luca Consulting, LLC for general advisory and consulting services. Compensation for these services consists of a cash retainer of $15,000 paid in three monthly installments: $5,000 for month one, $5,000 for month two, and $5,000 for month three. Additionally, Mangoceuticals, Inc has provided Luca Consulting, LLC a one-time stock fee of two hundred thousand shares of common stock, restricted under Rule 144. This compensation is for the consulting services rendered by Luca Consulting, LLC directly to Mangoceuticals, Inc's management team. The stock received is eligible for sale on or about 7/18/2024, at which time Luca Consulting, LLC reserves the right to exit the position. It's important to note that Luca Consulting, LLC's services encompass general advisory and consulting support for Mangoceuticals, Inc. These services are not to be construed as promotional activities aimed at influencing investment decisions. Luca Consulting, LLC's role is to assist small-cap companies like Mangoceuticals, Inc in effectively communicating their investment characteristics to the public. Our services may include multimedia marketing and other awareness initiatives to help enhance visibility and understanding of the company's offerings within the investment community.
In compliance with section 17(b) of the Securities Act, Luca Consulting, LLC discloses its client relationship with Mangoceuticals, Inc. As per the terms of a 6-month agreement dated March 18th, 2024, Luca Consulting and Mangoceuticals extended the aforementioned agreement dated January 10th, 2024, which was set to expire on April 10th, 2024, through September 10th, 2024. Mangoceuticals, Inc has engaged Luca Consulting, LLC for general advisory and consulting services. Compensation for these services consists of a cash retainer of $5,000 per month, every month through September 10th, 2024. Additionally, Mangoceuticals, Inc has provided Luca Consulting, LLC a one-time stock fee of five hundred thousand shares of common stock, restricted under Rule 144. This compensation is for the consulting services rendered by Luca Consulting, LLC directly to Mangoceuticals, Inc's management team. The stock received is eligible for sale on or about 09/30/2024, at which time Luca Consulting, LLC reserves the right to exit the position. It's important to note that Luca Consulting, LLC's services encompass general advisory and consulting support for Mangoceuticals, Inc. These services are not to be construed as promotional activities aimed at influencing investment decisions. Luca Consulting, LLC's role is to assist small-cap companies like Mangoceuticals, Inc in effectively communicating their investment characteristics to the public. Our services may include multimedia marketing and other awareness initiatives to help enhance visibility and understanding of the company's offerings within the investment community.
In compliance with section 17(b) of the Securities Act, Luca Consulting, LLC discloses its client relationship with Mangoceuticals, Inc. As per the terms of a 6-month agreement dated September 10th, 2024 – March 10th, 2025, Mangoceuticals, Inc has engaged Luca Consulting, LLC for general advisory and consulting services. Compensation for these services consists of a cash retainer of $30,000 paid in six monthly installments: $5,000 for month one, $5,000 for month two, and $5,000 for month three, $5,000 for month four, $5,000 for month five, and $5,000 for month six. Additionally, Mangoceuticals, Inc has provided Luca Consulting, LLC a one-time stock fee of six hundred and fifty thousand and shares of common stock, restricted under Rule 144. This compensation is for the consulting services rendered by Luca Consulting, LLC directly to Mangoceuticals, Inc's management team. The stock received is eligible for sale on or about 3/30/2025, at which time Luca Consulting, LLC reserves the right to exit the position. It's important to note that Luca Consulting, LLC's services encompass general advisory and consulting support for Mangoceuticals, Inc. These services are not to be construed as promotional activities aimed at influencing investment decisions. Luca Consulting, LLC's role is to assist small-cap companies like Mangoceuticals, Inc in effectively communicating their investment characteristics to the public. Our services may include multimedia marketing and other awareness initiatives to help enhance visibility and understanding of the company's offerings within the investment community.