MANGOCEUTICALS, INC. SEC Filings

Mangoceuticals, Inc. reported that Nasdaq has granted an additional 180-calendar-day extension, until February 1, 2027, for the company to regain compliance with the Nasdaq Capital Market minimum bid price requirement of $1.00 per share.

The extension was granted because the company meets all other initial listing standards and has indicated it may use a reverse stock split, if needed. The notice does not currently affect trading of the common stock. Mangoceuticals also highlighted its definitive business combination agreement with Nuclea Energy Inc., which is developing the Morpheus microreactor, and described its existing MangoRx men’s health telemedicine business.

Mangoceuticals, Inc. and Nuclea Energy Inc. have signed a definitive Business Combination Agreement under which a new Mangoceuticals subsidiary will amalgamate with Nuclea, making the combined entity an indirect wholly owned subsidiary of Mangoceuticals and providing Nuclea a path to a Nasdaq listing.

Holders of Nuclea common shares will receive exchangeable shares in a new Mangoceuticals subsidiary that are economically and voting-equivalent to Mangoceuticals common stock and exchangeable into it. Assuming all exchangeable shares are exchanged, former Nuclea shareholders are expected to own about 96% of Mangoceuticals equity and existing Mangoceuticals stockholders about 4%, on a fully diluted, as-exchanged basis, before any PIPE issuance and subject to adjustments.

Until Mangoceuticals stockholder approval and Nasdaq initial listing approval are obtained, combined economic, voting and exchange rights for these securities are capped at 19.99% of Mangoceuticals’ pre-closing common stock under a “Nasdaq Cap,” with any excess rights deferred. Closing is subject to Nuclea and Mangoceuticals shareholder approvals and regulatory clearances, including the Investment Canada Act, Competition Act (Canada) and Hart-Scott-Rodino Act.

Mangoceuticals, Inc. agreed to a Business Combination Agreement with Nuclea Energy Inc., under which a newly formed Mango subsidiary will amalgamate with Nuclea and Nuclea shareholders will receive exchangeable shares in a Mango subsidiary, each exchangeable one-for-one for Mango common stock. The exchange ratio is structured so that, before the PIPE financing, former Nuclea holders would own approximately 96% of Mango on a fully diluted, as-exchanged basis, with existing Mango stockholders at about 4%. Economic, voting and exchange rights tied to these securities are initially capped at 19.99% of Mango’s outstanding common stock until stockholder and Nasdaq approvals are obtained.

The transaction occurs in two stages: an initial closing, including a concurrent PIPE financing of at least $15,000,000 funded into escrow, followed by a completion after all required approvals and regulatory clearances in Canada and the United States. Conditions also include Mango’s continued Nasdaq listing and a second 180-day grace period for minimum bid price compliance. Governance will shift, with Nuclea designees ultimately taking board and executive roles. As a condition to closing, Mango must secure voting support agreements on at least 9,119,823 shares, representing about 50.1% of current common stock.

Jacob D. Cohen will step down as Chief Executive Officer at closing, receive a severance package including $1,500,000 in cash, 2,000,000 Mango shares, a cashless warrant for $10,000,000 of Mango and Peaches Corp. stock, accelerated vesting of all equity awards, and 12 months of company-paid COBRA coverage, and then serve as President under a consulting agreement. Directors and the Chief Financial Officer were granted an aggregate 400,000 fully vested Mango shares under a plan authorizing up to 26,000,000 shares. Separately, Mango amended its bylaws to reduce the stockholder meeting quorum threshold from a majority to one-third of voting power.

Mangoceuticals, Inc. entered into a Business Combination Agreement with Nuclea Energy Inc., using a Canadian exchangeable share structure. Based on an exchange ratio tied to fully diluted share counts and a factor of 24, former Nuclea shareholders are expected to hold about 96% of Mango’s equity on a fully diluted, as‑exchanged basis, with existing Mango stockholders at about 4%, prior to any PIPE share issuance. Until Mango stockholder and Nasdaq approvals are obtained, combined economic, voting and exchange rights are capped at 19.99% of Mango common stock outstanding before closing under a “Nasdaq Cap.” The deal includes a minimum $15,000,000 PIPE financing funded into escrow, multiple regulatory approvals, and voting support agreements covering at least 9,119,823 shares (about 50.1% of current common stock).

Leadership will shift as Nuclea principals assume control roles: Sagar Sanghera will become Executive Chairman and a director, and Josef Freundorfer will become Chief Executive Officer, while Jacob D. Cohen will resign as CEO at closing and serve as President in a consulting capacity. Cohen’s separation package includes $1,500,000 cash at closing, 2,000,000 Mango shares issued on signing, a warrant for $10,000,000 of Mango and Peaches Corp. stock upon Completion, accelerated vesting of all equity awards, and 12 months of company‑paid COBRA. The board also granted an aggregate 400,000 fully vested shares to three directors and the CFO and amended the bylaws to reduce the stockholder meeting quorum from a majority to one‑third of voting power.

Mangoceuticals, Inc. entered into a Subscription Agreement with an accredited investor, selling 850,000 shares of restricted common stock at $0.32 per share for total proceeds of $272,000. The investor receives piggyback registration rights for one year, meaning the shares can be included in certain future registration statements. The shares were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D, with no underwriters, no commissions paid, and standard transfer restrictions and legends applied.

Mangoceuticals, Inc. reported first-quarter 2026 results showing modest revenue and continued investment-driven losses. Revenue was $67,864 for the three months ended March 31, 2026, down from $109,306 a year earlier, producing gross profit of $29,001.

The company recorded a net loss of $3,403,141, compared with a $4,839,489 loss in the prior-year quarter, and a basic and diluted loss per share of $0.22. Operating expenses totaled $3,155,327, including $1,647,821 of stock-based compensation, reflecting heavy spending on growth and compensation.

Cash and cash equivalents fell to $174,562 from $1,486,338 at year-end 2025, driven by $1,311,343 of net cash used in operating activities. Total assets were $14,449,223, largely consisting of $13.8 million in acquired patents and licenses, which the company views as key to future men’s health and dermatology product opportunities.

Mangoceuticals, Inc. is a Texas-based telehealth company focused on men’s wellness, selling compounded products for erectile dysfunction, hair loss, hormone balance and weight management, plus an FDA-approved oral testosterone therapy under the MangoRx brand.

In October 2024 the company completed a 1-for-15 reverse stock split, cutting outstanding common shares from roughly 35.5 million to about 2.4 million, with options and warrants adjusted proportionately. As of March 31, 2026, it had 16,967,420 common shares outstanding and a non-affiliate market value of about $14.7 million as of June 30, 2025.

Mangoceuticals relies on related-party pharmacy Epiq Scripts and contracted telehealth providers to prescribe and fulfill its products across nearly all U.S. states. It is expanding via master distribution agreements, a $20 million patent acquisition for respiratory illness prevention technology, and a new subsidiary, Mango & Peaches, which now holds most operating assets and is majority controlled by the CEO through high-vote preferred stock.

The company also outlines a planned digital asset treasury strategy, aiming to deploy up to $100 million into Solana-based holdings through a managed structure targeting staking yields of roughly 7–8%, though no funds have yet been committed and significant additional capital would be required.

Mangoceuticals, Inc. Chief Executive Officer Jacob D. Cohen reported several compensation and financing-related transactions. He received stock options for 2,000,000 shares of common stock at an exercise price of $2.30 per share, expiring in 2035, with vesting over 18 months and acceleration on certain terminations or a change of control. He was also granted 500,000 shares of common stock as a discretionary bonus for services in 2025.

In addition, a prior $100,000 promissory note held by The Tiger Cub Trust, which is beneficially owned by Cohen as trustee, was amended into a convertible promissory note with a conversion price of $1.785 per share and 18% annual interest, and Tiger Cub received warrants to purchase 50,000 shares at $1.85 per share. Cohen reported bona fide gifts totaling 400,000 shares of common stock transferred to The Tiger Cub Trust, which the footnotes state did not change his beneficial ownership.