Mangoceuticals, Inc. Announces Closing of $2.5 Million Registered Direct and Private Placements

Rhea-AI Summary

Mangoceuticals (NASDAQ: MGRX) closed a registered direct offering and concurrent private placement on December 19, 2025, raising approximately $2.5 million in gross proceeds.

The company sold 1,930,502 Common Units (or Pre-Funded Units) at an offering price of $1.295 per Common Unit (or $1.29499 per Pre-Funded Unit) and issued accompanying PIPE Common Warrants exercisable at $1.4245. Pre-funded warrants are immediately exercisable.

Proceeds are expected to be used for general corporate purposes and working capital. Aegis Capital acted as placement agent; the offering was made under an effective Form S-3 shelf declared effective June 24, 2025.

Positive

• Gross proceeds of approximately $2.5M
• Issued 1,930,502 Common or Pre-Funded Units
• Pre-funded warrants are immediately exercisable
• Registration rights granted for resale of issued shares

Negative

• Potential dilution from 1,930,502 units plus PIPE warrants
• PIPE Common Warrants exercisable at a low $1.4245 exercise price

Key Figures

Aggregate gross proceeds $2.5 million Registered direct and concurrent private placements closed Dec 19, 2025

Common/Pre-Funded Units 1,930,502 units Each unit includes 1 share or 1 pre-funded warrant plus 1 PIPE warrant

PIPE warrant exercise price $1.4245 per share Exercise price of PIPE Common Warrants in the private placement

Offering price per Common Unit $1.295 Price for each Common Unit in registered direct offering

Pre-Funded Unit price $1.29499 Price per Pre-Funded Unit (Common Unit price minus $0.00001 exercise)

Pre-Funded Warrant exercise $0.00001 per share Exercise price for each Pre-Funded Warrant, immediately exercisable

Closing date December 19, 2025 Date the registered direct and private placement transactions closed

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

Market Reality Check

$0.8534 Last Close

Volume Volume 1,143,515 is 3.32x the 20-day average of 344,812, indicating elevated trading interest preceding this closing announcement. high

Technical Shares at $1.31 were trading below the 200-day MA of $2.01 and about 78.7% under the 52-week high of $6.15.

Peers on Argus 1 Up

Pre-news, MGRX was up 7.38% with elevated volume, while sector peers showed mixed moves (e.g., DRIO up 6.56%, HCTI down 4.48%, VSEE down 3.68%), pointing to company-specific dynamics around its financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 18	Equity financing	Negative	+7.4%	Announced $2.5M registered direct and concurrent private placement financing.
Nov 13	Product clarification	Negative	-32.4%	Clarified GLP-1 program details and lack of direct big pharma contracts.
Nov 13	Partnership update	Negative	-32.4%	Announced GLP-1 access programs amid questions on actual partnership status.

Pattern Detected

Financing news on Dec 18, 2025 drew a positive price move, whereas GLP-1 program communication on Nov 13–14, 2025 coincided with sharp selloffs, suggesting sensitivity to controversy around commercial strategy.

Recent Company History

Over recent months, Mangoceuticals has balanced funding needs with new telehealth offerings. On Dec 18, 2025, it announced a registered direct and private placement expected to raise $2.5 million, which coincided with a 7.38% gain. Earlier, on Nov 13, 2025, the company promoted GLP-1 weight‑management programs and a purported partnership involving Zepbound and Wegovy, followed by a clarification on Nov 14, 2025 that there were no direct contracts, and the stock fell 32.39%. Today’s closing of the financing formalizes the previously announced capital raise.

Market Pulse Summary

The stock dropped -45.6% in the session following this news. A negative reaction despite this being a closing notice rather than a new deal would fit patterns where equity raises are viewed as dilutive, even when previously announced. The earlier financing news on Dec 18, 2025 coincided with a 7.38% gain, so a later selloff could reflect changing sentiment toward capital structure or deal terms. Recent insider sales and prior sharp drawdowns after GLP‑1 announcements highlight that sentiment around this name has been fragile.

Key Terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering and concurrent private placement"

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.

private placement financial

"closing of its previously announced registered direct offering and concurrent private placement with institutional investors"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"The Company issued 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 per warrant"

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.

shelf registration statement on Form S-3 regulatory

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

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

accredited investors financial

"The securities were offered only to accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements"

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. 19, 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 the closing of its previously announced registered direct offering and concurrent private placement with institutional investors. The Company issued shares of Common Stock and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also issued to the same investors investor warrants. Aggregate gross proceeds to the Company from both transactions were approximately $2.5 million. The transactions closed on December 19, 2025. The transactions were 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 are 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 were approximately $2.5 million. The transaction closed on December 19, 2025. 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. acted as exclusive placement agent for the offerings. Lucosky Brookman LLP acted as counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.

The registered direct offering was 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 were 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.

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 did Mangoceuticals (MGRX) raise in the December 19, 2025 offering?

Mangoceuticals raised approximately $2.5 million in aggregate gross proceeds from the registered direct and private placements.

How many units did Mangoceuticals (MGRX) sell in the offering on December 19, 2025?

The company sold 1,930,502 Common Units or Pre-Funded Units in the offering.

What are the offering and exercise prices for Mangoceuticals (MGRX) securities sold?

Offering price was $1.295 per Common Unit (or $1.29499 per Pre-Funded Unit); PIPE Common Warrants have an exercise price of $1.4245.

Will Mangoceuticals (MGRX) be able to register the resale of shares issued in the offering?

Yes; the company agreed to file registration statement(s) covering resale of the Common Stock and shares issuable on exercise of the pre-funded warrants and warrants.

What will Mangoceuticals (MGRX) use the net proceeds for after the December 19, 2025 closing?

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

Who acted as placement agent and under what registration was the offering made for MGRX?

Aegis Capital acted as exclusive placement agent; the registered direct offering was made under an effective Form S-3 shelf declared effective June 24, 2025.