Mangoceuticals, Inc. Announces $2.5 Million Registered Direct and Private Placements Priced at the Market Under Nasdaq Rules

Rhea-AI Summary

Mangoceuticals (NASDAQ: MGRX) entered definitive agreements for a registered direct offering and a concurrent private placement expected to raise approximately $2.5 million. The transactions consist of the sale of 1,930,502 Common Units (or Pre-Funded Units), each including one share or one pre-funded warrant plus one PIPE Common Warrant to buy one share at an exercise price of $1.4245. The offering price per Common Unit is $1.295 (Pre-Funded Unit $1.29499). The offerings are priced at the market under Nasdaq rules and are expected to close on or about December 19, 2025, subject to customary conditions. Proceeds are intended for general corporate purposes and working capital. The registered offering relies on an effective Form S-3 declared effective June 24, 2025, and the company has agreed to registration rights for resale of issued securities.

Positive

• Aggregate gross proceeds of $2.5 million
• Offering priced at market under Nasdaq rules
• Registered offering using effective Form S-3 (declared June 24, 2025)

Negative

• Issuance of 1,930,502 units plus warrants will increase share count and potential dilution
• PIPE warrants exercisable at $1.4245 create additional dilution risk upon exercise
• Pre-Funded Warrants immediately exercisable, enabling near-term increase in outstanding shares

Key Figures

Gross proceeds $2.5 million Aggregate gross proceeds from registered direct and private placements

Common/Pre-Funded Units 1,930,502 units Total Common Units (or Pre-Funded Units) sold in the transaction

Unit offering price $1.295 per Common Unit Offering price per Common Unit in registered direct transaction

Pre-Funded Unit price $1.29499 per Pre-Funded Unit Price per Pre-Funded Unit (adjusted for $0.00001 exercise price)

PIPE warrant exercise $1.4245 per share Exercise price of each PIPE Common Warrant

Expected closing date December 19, 2025 Anticipated closing for the offerings, subject to conditions

Form S-3 number No. 333-288039 Effective shelf registration statement referenced for the offering

S-3 effectiveness date June 24, 2025 Date Form S-3 was declared effective by the SEC

Market Reality Check

$0.7130 Last Close

Volume Volume 510,269 is 1.64x the 20-day average of 311,791, indicating elevated activity before this financing. high

Technical Shares at $1.22 are trading below the 200-day MA of $2.03, reflecting a longer-term downtrend.

Peers on Argus 1 Down

MGRX was up 1.67% pre-news while peers showed mixed moves: HCTI down 5.53%, ZCMD up 6.3%, and BEAT flagged on momentum down 4.24%, suggesting stock-specific factors around this financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 13	GLP-1 program clarification	Positive	-32.4%	Clarified launch, pricing, and lack of direct big-pharma contracts for GLP-1 programs.
Nov 13	GLP-1 access launch	Positive	-32.4%	Announced MangoRx and PeachesRx Direct programs enabling telehealth access to GLP-1 drugs.

Pattern Detected

Recent GLP-1 program announcements saw shares fall 32.39% despite strategic positioning, indicating a tendency for negative price reactions to ostensibly positive news.

Recent Company History

Over the past months, Mangoceuticals focused on GLP-1 weight-management programs and related partnerships. On Nov 13, 2025, it announced MangoRx Direct and PeachesRx Direct to provide access to branded GLP-1 obesity drugs, followed by a clarification the same day about program status and the lack of direct contracts with Eli Lilly or Novo Nordisk. Both events coincided with a 32.39% share price decline, underscoring sensitivity to execution and communication risk as the company now pursues a $2.5 million capital raise.

Market Pulse Summary

The stock moved +7.4% in the session following this news. A strong positive reaction aligns with the company securing $2.5 million of new capital at-the-market pricing while shares trade well below the $2.03 200-day MA. However, prior GLP-1 program announcements coincided with a 32.39% decline, showing sentiment can reverse quickly. Investors needed to weigh dilution from 1,930,502 units and attached warrants against the benefit of additional working capital.

Key Terms

registered direct offering financial

"purchase and sale of shares of Common Stock and pre-funded warrants in a registered direct offering"

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.

pre-funded warrants financial

"shares of Common Stock and pre-funded warrants in a registered direct offering"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

PIPE Common Warrant financial

"one (1) PIPE Common Warrant to purchase one (1) share of Common Stock"

A PIPE common warrant is a tradable option issued privately alongside a sale of a public company’s stock that gives the holder the right to buy ordinary shares at a set price for a limited time. Think of it as a coupon that can be used later to buy shares at a fixed discount; it matters to investors because exercising the warrant can bring new cash into the company but also increase the number of shares outstanding, diluting existing holders and affecting share value.

Nasdaq rules regulatory

"priced at the market under Nasdaq rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

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.

Form S-3 regulatory

"effective shelf registration statement on Form S-3 (No. 333-288039)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors, the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

AI-generated analysis. Not financial advice.

DALLAS, TX, Dec. 18, 2025 (GLOBE NEWSWIRE) -- Mangoceuticals, Inc. (NASDAQ: MGRX) (the “Company”), a company focused on developing, marketing, and selling a variety of health and wellness products via a secure telemedicine platform under the brands MangoRx and PeachesRx, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of shares of Common Stock and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investors investor warrants. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $2.5 million. The entire transaction has been priced at the market under Nasdaq rules.

The transactions consisted of the sale of 1,930,502 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant and (ii) one (1) PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $1.4245. The offering price per Common Unit is $1.295 (or $1.29499 for each Pre-Funded Unit, which is equal to the offering price per Common Unit sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis.

Aggregate gross proceeds to the Company are expected to be approximately $2.5 million. The transactions are expected to close on or about December 19, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the offerings. Lucosky Brookman LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The registered direct offering is being 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 will be filed with the SEC and will be 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, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants and warrants.

Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

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. To date, the Company has identified men’s wellness telemedicine services and products as a growing sector and especially related to the area of erectile dysfunction (ED), 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 physician 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.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

FOR INVESTOR RELATIONS:
Mangoceuticals Investor Relations
Email: investors@mangorx.com

FAQ

How much is Mangoceuticals (MGRX) raising in the December 18, 2025 offering?

Mangoceuticals expects to raise approximately $2.5 million from the registered direct and concurrent private placement.

What securities did Mangoceuticals (MGRX) sell in the registered direct and private placements?

The company sold 1,930,502 Common Units (or Pre-Funded Units), each including one share or a pre-funded warrant plus one PIPE Common Warrant to buy one share.

What is the exercise price of the PIPE warrants in the MGRX financing?

The PIPE Common Warrant exercise price is $1.4245 per share.

When is the Mangoceuticals (MGRX) offering expected to close?

The transactions are expected to close on or about December 19, 2025, subject to customary closing conditions.

How will Mangoceuticals (MGRX) use the net proceeds from the offering?

The company expects to use net proceeds together with existing cash for general corporate purposes and working capital.

Were the MGRX securities offered under a registration statement?

The registered direct offering is made under an effective Form S-3 (No. 333-288039) declared effective June 24, 2025; registration rights were granted for resale of issued securities.