Mangoceuticals Partners with T7X to Become the First Nasdaq-Listed Company to Offer Tokenized Preferred Stock on the T7X Platform

The proposed financing carries an 8% cumulative dividend and defers potential common-share conversion for three years after issuance.

Rhea-AI Summary

Mangoceuticals (NASDAQ: MGRX) partnered with T7X to offer up to $10 million of tokenized preferred stock issued directly on blockchain infrastructure. The proposed Regulation A Tier 2 offering covers up to 1,000,000 Series D Cumulative Convertible Preferred shares at $10.00 each. Its Form 1-A offering statement awaits SEC qualification.

The shares carry 8% cumulative annual dividends on their original stated value, accruing without compounding and payable quarterly in cash only if declared by the board. No common shares will be issued at closing. Conversion becomes available three years after issuance at a fixed price equal to 300% of the common stock’s volume-weighted average closing price over the ten trading days preceding SEC qualification, subject to a floor price. Tokens will represent direct preferred-stock ownership, with T7X Equities maintaining official holder records.

2 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

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

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed preferred-stock offering would raise up to $10 million through the T7X partnership. 2.3× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.No common stock will be issued at the offering’s closing.

Negative

• Moderate pointSEC qualification remains pending; the proposed offering cannot accept purchases before qualification.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Up to 1,000,000 convertible preferred shares at $10.00 each create potential future common-share dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.8% cumulative annual dividends accrue without compounding; quarterly cash payments require board declaration.
• Minor point. Forward-looking: it has not happened yet and may not happen.Conversion begins three years after issuance at 300% of the specified ten-day average price, subject to a floor.

News Explained

Mangoceuticals says it intends to use any net proceeds from the proposed offering for general corporate purposes and working capital, rather than allocating them to a named project.

Argus 15 min delay 38 alerts

-12.14% vs previous close $0.1751 last price 4005.1x rel. volume Open Argus

Details

Market move: MGRX -12.14% vs previous close. tokenized preferred stock partnership

+32.9% Peak Tracked

-23.8% Trough Tracked

$0.17 – $0.28 Day Range

$3.89M Mkt Cap at Last Price

On Nov 12, the day this news came out, the latest delayed price for MGRX is 12.14% below the previous close. Argus tracked a peak move of +32.9% during the session. Argus tracked a trough of -23.8% from its starting point during tracking. Our momentum scanner has recorded 38 alerts for this stock so far that day. The latest delayed price is $0.18. Relative volume is exceptionally heavy at 4005.1x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Maximum offering size: Up to 1,000,000 shares Maximum gross proceeds: Up to $10 million Offering price: $10.00 per share +3 more

Maximum offering size

Up to 1,000,000 shares

Series D preferred stock offering, subject to SEC qualification

Maximum gross proceeds

Up to $10 million

Series D preferred stock offering, subject to SEC qualification

Offering price

$10.00 per share

Series D preferred stock

Cumulative dividend rate

8% annually

Based on original stated value; simple, non-compounding, payable quarterly in cash when declared

Conversion timing

Beginning three years from issuance

Series D preferred stock conversion to common stock

Conversion price

300% of the volume-weighted average closing price

Based on the 10 trading days immediately preceding SEC qualification; subject to a floor price

Key Terms

cumulative convertible preferred stock, regulation a, form 1-a, volume-weighted average closing price, +2 more

6 terms

cumulative convertible preferred stock financial

"Series D Cumulative Convertible Preferred Stock"

A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.

regulation a regulatory

"a Tier 2 offering under Regulation A"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

form 1-a regulatory

"filed an offering statement on Form 1-A with the SEC"

Form 1‑A is the Securities and Exchange Commission filing used to register an offering under Regulation A, the exemption that lets companies sell securities to the public with reduced registration requirements. The form contains the offering statement and required disclosures — an offering circular, business description, risk factors, use of proceeds and financial statements — and must be filed (and, for sales, qualified) by the SEC before the issuer may complete the public sale of the securities under Regulation A. Form 1‑A covers both Regulation A tiers (Tier 1 and Tier 2), which differ in size, disclosure and ongoing reporting obligations.

volume-weighted average closing price financial

"volume-weighted average closing price of the Company’s common stock"

The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.

kyc regulatory

"identity verification (KYC), anti-money laundering (AML) screening"

KYC (Know Your Customer) is the routine of checks and questions that financial firms use to confirm who a client is, understand their financial profile, and spot risky or illegal activity. It matters to investors because it helps prevent fraud and money laundering, ensures companies follow the law, and protects the integrity of markets—think of it like an identity and background check a bank or airport runs before allowing access.

aml regulatory

"anti-money laundering (AML) screening and programmable transfer restrictions"

AML stands for anti-money laundering — the laws, rules and internal checks that banks and businesses use to spot and stop illicit cash flows, such as proceeds from crime or funding of illegal activities. Think of it as a security checkpoint for money: investors care because poor AML controls can lead to heavy fines, frozen assets and reputational harm that hurt profits and share value, while strong controls reduce legal and operational risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Series D Preferred Stock to be offered at $10.00 per share through the issuance of tokens and issued natively on-chain, with T7X Equities serving as transfer agent; no common stock will be issued at closing

DALLAS, TX, Nov. 12, 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 a partnership with T7X, a compliance-first digital asset infrastructure company, to issue a new series of tokenized preferred stock natively on T7X’s blockchain infrastructure. Upon issuance, Mangoceuticals expects to become the first Nasdaq-listed company to issue a security on the T7X platform. In connection with the offering, the Company today filed an offering statement on Form 1-A with the SEC.

The Company intends to offer up to 1,000,000 shares of its Series D Cumulative Convertible Preferred Stock (the “Preferred Stock”) at $10.00 per share, for gross proceeds of up to $10 million, subject to SEC qualification of the Company’s offering statement. The offering will be a Tier 2 offering under Regulation A of the Securities Act of 1933, as amended. The Preferred Stock will carry cumulative dividends at an annual rate of 8% of the original $10.00 stated value, accruing on a simple, non-compounding basis and payable quarterly in cash when, as and if declared by the Company’s Board of Directors. T7X Equities, Inc., an SEC-registered transfer agent, will maintain the official securityholder records. The Company intends to use the net proceeds for general corporate purposes and working capital.

No shares of Mangoceuticals common stock will be issued at the closing of the offering. Beginning three years from the date of issuance, the Preferred Stock will be convertible into shares of the Company’s common stock at a fixed conversion price equal to 300% of the volume-weighted average closing price of the Company’s common stock on Nasdaq on for the ten trading days immediately preceding SEC qualification of the offering statement, but may not be less than the floor price described in the offering statement. The conversion terms are designed to defer any potential issuance of common stock and to tie it to a significantly higher share price, limiting near-term dilution to the Company’s common shareholders. In addition, the transfer restrictions built into the T7X platform are designed to restrict the use of the Preferred Stock for short selling or hedging against the Company’s common stock.

The Preferred Stock will be issued natively on-chain on the Trusted Smart Chain, the blockchain that underpins T7X’s tokenization infrastructure. Each token will represent a direct ownership interest in the Preferred Stock as recorded by T7X Equities in the master securityholder file, rather than a digital representation of shares held through a traditional intermediary. Compliance controls are built directly into the protocol layer of T7X’s blockchain, rather than managed through third-party middleware. These controls include identity verification (KYC), anti-money laundering (AML) screening and programmable transfer restrictions, so tokens can move only between wallets linked to verified investors. Because ownership records are maintained on-chain, transfers are designed to be recorded in the securityholder file at the time they occur, with compliance checks applied to each transfer.

“We believe tokenized securities represent the next evolution of the capital markets, and upon issuance we expect to be the first Nasdaq-listed company to bring a security to T7X’s platform,” said Jacob D. Cohen, Chief Executive Officer of Mangoceuticals. “This structure gives investors access to a dividend-paying security with the transparency and settlement efficiency of the blockchain, while allowing us to raise capital without issuing common stock today, and with conversion fixed at a substantial premium to our share price. It continues our focus on financing structures that limit dilution to our common shareholders as we pursue opportunities to create long-term shareholder value.”

“We are thrilled to have Mangoceuticals issuing its securities on our tokenized blockchain infrastructure,” said Pablo Penaloza, Chief Executive Officer of T7X. “Mangoceuticals is taking a meaningful step in bringing a public company onto native on-chain infrastructure. By embedding identity verification, anti-money laundering controls and transfer restrictions directly into the issuance, we believe this offering demonstrates how listed companies can access tokenized capital formation within existing securities laws.”

Today, the Company filed an offering statement on Form 1-A with the U.S. Securities and Exchange Commission (the “SEC”) relating to the Preferred Stock. The offering statement has not yet been qualified by the SEC, and the information it contains is subject to completion or amendment. The preliminary offering circular is available on the SEC’s website here, or by contacting the Company at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas 75248, or by email at investors@mangorx.com.

No money or other consideration is being solicited, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. An indication of interest involves no obligation or commitment of any kind.

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.

About T7X
T7X is a compliance-first digital asset infrastructure company focused on regulated tokenization and modern capital formation. T7X operates as a registered transfer agent through T7X Equities, issuing digital securities natively on-chain with compliance enforcement at the protocol level. For more information, visit www.t7x.io.

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, statements regarding the qualification of the Company’s offering statement on Form 1-A by the SEC; the expected terms, timing, size and completion of the Preferred Stock offering; the issuance of the Preferred Stock in tokenized form on T7X’s blockchain infrastructure; the expected functionality of T7X’s compliance, recordkeeping and transfer infrastructure, including its omnibus-wallet structure and transfer restrictions; any future transferability or trading of the Preferred Stock or corresponding token and the development of any trading market therefor; the declaration and payment of dividends on the Preferred Stock; the conversion of the Preferred Stock into common stock, the determination of the conversion price and any resulting dilution; the Company’s expectation that it will be the first Nasdaq-listed company to issue a security with a corresponding tokenized administrative record through T7X; the anticipated use of proceeds; and the anticipated benefits of tokenized administrative records to the Company and investors. The declaration and payment of dividends is at the discretion of the Board of Directors and subject to applicable law and the Company’s financial condition. Conversion of the Preferred Stock into common stock, if it occurs, would result in dilution to the Company’s common shareholders. Tokenized securities and blockchain-based records are subject to evolving regulation and to technological, cybersecurity and operational risks. The Preferred Stock will not be listed on any exchange or alternative trading system at issuance, the corresponding token is currently non-tradeable, investors cannot presently initiate token transfers, and tokens cannot be transferred outside the T7X omnibus wallet. There can be no assurance that the Preferred Stock or corresponding token will become eligible for trading or that an active trading market will develop. 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, subsequent Quarterly Reports on Form 10-Q and other subsequent reports. These filings are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=MGRX 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.

Contacts
Investor Relations: investors@mangorx.com
T7X Media: Ivan Kan, CMO | ivan@t7x.io | www.t7x.io

FAQ

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

How much does Mangoceuticals plan to raise through its T7X tokenized preferred-stock offering?

Mangoceuticals intends to raise up to $10 million in gross proceeds by offering up to 1,000,000 Series D Cumulative Convertible Preferred shares at $10.00 each. The Regulation A Tier 2 offering remains subject to SEC qualification.

When can Mangoceuticals Series D preferred stock convert into MGRX common stock?

Conversion becomes available three years from issuance. The fixed conversion price equals 300% of the volume-weighted average closing price of Mangoceuticals common stock on Nasdaq for the ten trading days immediately preceding SEC qualification, but cannot fall below the floor price described in the offering statement.

Can investors submit money for Mangoceuticals' tokenized preferred-stock offering now?

No money is currently being accepted, and purchase offers cannot be accepted before SEC qualification. An offer may be withdrawn without obligation before notice of acceptance following qualification. An indication of interest creates no obligation or commitment.

Who can receive transfers of Mangoceuticals' T7X preferred-stock tokens?

Tokens can move only between wallets linked to verified investors. The blockchain protocol incorporates identity verification, anti-money laundering screening and programmable transfer restrictions. The company says those restrictions are designed to restrict use of the preferred stock for short selling or hedging against its common stock.