Mangoceuticals Closes Registered Direct Offering Priced at 74% Premium to Recent Market Close

The subsidiary financing required no parent-company securities issuance, while the direct offering includes common shares and warrants.

Rhea-AI Summary

Mangoceuticals (MGRX) closed an approximately $500,000 registered direct offering with a U.S.-based private investment firm on October 9, 2026. Each $0.75 unit includes one common share and one warrant. The unit price represents an approximately 74% premium to the referenced recent closing share price of $0.43.

The financing follows $2.5 million in investment commitments at MangoRx IP Holdings in exchange for a 25% membership interest in its subsidiary. MangoRx IP has received $1.75 million; the remaining $750,000 is due by November 28, 2026, subject to the applicable agreement. The company intends this subsidiary financing to support intellectual property commercialization. It required no parent-company securities issuance.

5 points · 1 major

MixediHow this balance works

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1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointMangoRx IP received $1.75 million under $2.5 million in aggregate investment commitments. 19% of market cap
• Moderate pointApproximately $500,000 registered direct offering closed on October 9, 2026, providing additional capital. 5.4% of market cap
• Minor point$0.75 unit price represents an approximately 74% premium to the referenced recent $0.43 closing share price.
• Minor pointSubsidiary investment required no issuance of Mangoceuticals common stock or other parent-company securities.
• Minor point. Forward-looking: it has not happened yet and may not happen.Subsidiary proceeds are intended to advance intellectual property commercialization.

Negative

• Major point25% membership interest in its subsidiary is exchanged for the MangoRx IP investment commitments.
• Moderate point. Forward-looking: it has not happened yet and may not happen.$0.75 units issue one common share and one warrant each, with potential further dilution from warrant exercises.
• Minor point. Forward-looking: it has not happened yet and may not happen.Remaining $750,000 is due by November 28, 2026, subject to the applicable agreement.

News Explained

In the closed offering, the warrants alongside the common shares could add shares if exercised, reducing existing holders’ percentage ownership. The October 9, 2026 Form 8-K and offering exhibits contain the warrant terms and information on potential dilution.

Argus 15 min delay 4 alerts

-2.70% vs previous close $0.41 last price 0.8x rel. volume Open Argus

Details

Market Reaction – MGRX

$0.40 – $0.48 Day Range

$8.86M Market Cap

On Oct 9, the day this news came out, the latest delayed price for MGRX is 2.70% below the previous close. Our momentum scanner has recorded 4 alerts for this stock so far that day. The latest delayed price is $0.41.

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Key Figures

Registered direct offering: $500,000 Unit purchase price: $0.75 per unit Price premium: 74% +3 more

Registered direct offering

$500,000

Closed October 9, 2026

Unit purchase price

$0.75 per unit

Each unit consisted of one common share and one warrant

Price premium

74%

Premium to the referenced recent closing share price of $0.43

Strategic investment commitment

$2.5 million

For a 25% membership interest in MangoRx IP Holdings

Capital received

$1.75 million

Received by MangoRx IP Holdings from the strategic investment commitment

Remaining commitment

$750,000

Due by November 28, 2026, subject to the applicable agreement

Historical Context

1 past event · Latest: Oct 01

1 event

1. Oct 01

   Strategic investment

   24h Move

   +12.2%

   MangoRx IP secured a $2.5 million commitment, including an initial $1.75 million tranche.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, warrant, shelf registration statement, prospectus supplement

4 terms

registered direct offering financial

"closing of a registered direct offering with a U.S.-based private investment firm"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrant financial

"each unit consisting of one share of common stock and one warrant"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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Transaction follows a $2.5 million strategic investment commitment at MangoRx IP Holdings to support intellectual property commercialization

DALLAS, TX, Oct. 09, 2026 (GLOBE NEWSWIRE) -- Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”), a company focused on developing, marketing and selling health and wellness products through its telemedicine platforms under the MangoRx and PeachesRx brands, today announced the closing of a registered direct offering with a U.S.-based private investment firm, priced at a premium to the Company’s recent closing share price. Management believes the transaction reflects investor interest in the Company’s strategy and long-term opportunities.

The financing follows the Company’s October 1, 2026 announcement that its subsidiary, MangoRx IP Holdings, LLC (“MangoRx IP”), entered into agreements for $2.5 million in aggregate strategic investment commitments in exchange for a 25% membership interest in its subsidiary. MangoRx IP has received $1.75 million of the committed capital, with the remaining $750,000 due by November 28, 2026, subject to the applicable agreement. This subsidiary-level investment did not require the issuance of Mangoceuticals common stock or other parent-company securities. The proceeds are intended to advance the commercialization of MangoRx IP’s intellectual property portfolio.

Together, the transactions provide capital at both the parent and subsidiary levels through distinct structures. The registered direct offering provides additional working capital to Mangoceuticals, while the subsidiary financing is intended to support intellectual property commercialization without directly diluting the publicly traded parent’s common stock through a securities issuance.

“We believe the ability to attract a direct investment at a substantial premium to our recent trading price, shortly after securing strategic capital commitments for MangoRx IP, is an encouraging development for Mangoceuticals,” said Jacob D. Cohen, Chief Executive Officer. “These transactions demonstrate our focus on pursuing financing structures suited to different parts of our business. We intend to build on this momentum as we advance commercialization initiatives and evaluate opportunities to create long-term shareholder value.”

Transaction Details

The approximately $500,000 registered direct offering closed on October 9, 2026. The offering was priced at $0.75 per unit, with each unit consisting of one share of common stock and one warrant. The unit purchase price represents an approximately 74% premium to the Company’s referenced recent closing share price of $0.43. The transaction’s economic terms are described in the Company's Current Report on Form 8-K filed with the SEC on October 9, 2026 (the “Form 8-K”). Investors should review the Form 8-K and the offering documents filed as exhibits to the Form 8-K to understand the potential dilution that could result from exercises of the warrants.

The offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333-288039) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on June 24, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering were filed with the SEC and are available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting the Company at 17130 Dallas Parkway, Suite 240, Dallas, TX 75248, by email at investors@mangorx.com, or by telephone at +1 (214) 242-9619.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Mangoceuticals, Inc.

MangoRx is focused on developing a variety of men’s health and wellness products and services via a secure telemedicine platform. The Company currently offers pharmaceutical-based products specifically related to the treatments of erectile dysfunction, hair growth, hormone replacement therapies, and weight management. Interested consumers can use MangoRx’s telemedicine platform for a smooth experience. Prescription requests will be reviewed by a licensed medical provider and, if approved, fulfilled and discreetly shipped through MangoRx’s partner compounding pharmacy and right to the patient’s doorstep. To learn more about MangoRx’s mission and other products, please visit www.MangoRx.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target,” “up to” or similar words or phrases. These forward-looking statements include, but are not limited to, the timing and receipt of the second tranche of subscription funds discussed above, the use of the proceeds of the investments and the outcome thereof; and the commercialization and monetization of MangoRx IP’s intellectual property. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties.

More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and subsequent reports. These filings are available at www.sec.gov and at our website at https://www.mangoceuticals.com/sec-filings. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

FOR INVESTOR RELATIONS Email: investors@mangorx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the terms of Mangoceuticals' registered direct offering?

Mangoceuticals closed an approximately $500,000 registered direct offering on October 9, 2026, priced at $0.75 per unit. Each unit contains one common share and one warrant. The unit price represents an approximately 74% premium to the referenced recent closing share price of $0.43.

How much investment capital has MangoRx IP received?

MangoRx IP has received $1.75 million of its $2.5 million in aggregate investment commitments. The remaining $750,000 is due by November 28, 2026, subject to the applicable agreement. The commitments are in exchange for a 25% membership interest in its subsidiary.