MANGOCEUTICALS (MGRX) SEC Filings

Mangoceuticals, Inc. (MGRX) is offering 657,000 common shares with 657,000 accompanying common warrants and separately registering up to 788,400 common shares issuable upon warrant exercise. The combined offering price is $0.75 per share and accompanying warrant; estimated net proceeds are approximately $475,000 after offering expenses, for working capital and general corporate purposes. There is no minimum offering amount as a condition to closing, and delivery is expected on or about October 9, 2026, subject to satisfaction of certain customary closing conditions.

The warrants are immediately exercisable at $1.00 per share and expire five years from issuance; holders may elect cashless exercise at 1.2 shares for each share underlying a warrant. A holder and its affiliates generally may not exceed 4.99% ownership after exercise, or 9.99% at the holder’s election. The warrants will not be listed, and Mangoceuticals does not expect an active trading market. The prospectus estimates immediate net tangible book value dilution of $0.78 per share for participating investors. The independent auditor’s report contains an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern.

Mangoceuticals, Inc. (MGRX) reported that 2,000,000 shares were issuable to Chief Executive Officer, director and ten-percent owner Jacob D. Cohen as a bonus on July 28, 2026, in lieu of a change-of-control payment otherwise due under his employment agreement. Cohen transferred 2,000,000 shares to The Tiger Cub Trust, a ten-percent owner he controls, on August 11, 2026, and 500,000 shares on September 30, 2025; the transfers did not change beneficial ownership. A Convertible Promissory Note was paid in full on December 19, 2025; it was associated with 56,023 underlying common shares and a 1.785 conversion price per share.

Mangoceuticals, Inc. CFO Eugene M. Johnston received a grant of 100,000 common shares on July 28, 2026, at a reported price of $0.0000 per share. The shares were issued in consideration for services rendered as CFO. Johnston reported direct holdings of 220,000 common shares after the grant.

Mangoceuticals, Inc. director Alex P. Hamilton acquired 100,000 shares of Common Stock on July 28, 2026, as an award for services rendered as a member of the Board of Directors. Alex P. Hamilton's reported direct holdings after the award were 101,667 shares. The reported transaction price was 0.0000 per share.

Mangoceuticals, Inc. (MGRX) reports amended beneficial-ownership totals of 4,098,333 shares (21.5%) for Chief Executive Officer and Chairman Jacob D. Cohen and 3,355,000 shares (15.5%) for The Tiger Cub Trust, which Cohen controls. Cohen's total includes 1,633,333 option shares vested or vesting within 60 days of October 5, 2026, and 50,000 shares issuable under the Trust's warrants. The percentages use 21,567,422 common shares outstanding as of October 5, 2026, plus relevant option or warrant shares.

On July 28, 2026, Mangoceuticals agreed to issue Cohen 2,000,000 common shares in lieu of certain employment-agreement payments; Cohen transferred those shares to the Trust on August 11, 2026, for no consideration. The Trust's 50,000 warrants have a $1.815 exercise price and cash-only exercise rights. The proposed business combination with Nuclea Energy Inc. and other parties has since been terminated. The Trust's $100,000 loan to Mangoceuticals was paid in full on December 19, 2025.

Mangoceuticals, Inc. entered subscription agreements under which two accredited investors agreed to purchase a 25% membership interest in MangoRx IP for $2.5 million. The company reported that interests representing 18.9% of MangoRx IP had been issued, equivalent to 17.5% on a post-transaction basis; its press release describes the initial tranche as a 17.5% post-acquisition interest. The remaining 7.5% interest corresponds to $750,000, payable within 60 days after initial closing, or by November 28, 2026, subject to the applicable subscription agreement.

MangoRx IP holds the patent portfolio behind MGX-0024, which the company identifies as its antiviral technology. Mangoceuticals said the investment is at the subsidiary level and does not change the parent’s public capitalization structure; no MGRX common stock, warrants or other parent-company securities were issued.

MANGOCEUTICALS, INC. (MGRX) reported that it has mutually terminated its Business Combination Agreement with Nuclea Energy Inc. The agreement, signed July 29, 2026, had contemplated a strategic business combination between the two companies. Closing was conditioned on completing PIPE financing of at least $15,000,000 and depositing the full proceeds into escrow to be released to MGRX at or immediately after closing. Because the required PIPE Minimum Amount could not be raised on or before the Outside Date of August 21, 2026, the parties determined that the financing conditions to closing could not be satisfied on the contemplated terms and agreed on August 19, 2026 to terminate the agreement. The contract is now void except for specified confidentiality and general provisions that survive termination. Each party will bear its own transaction costs, and the parties have exchanged mutual releases of claims relating to the agreement and ancillary documents, subject to carve-outs for any willful breaches occurring on or before the termination date.

Mangoceuticals, Inc., a men’s wellness telemedicine company, reported Q2 2026 revenue of $68,757, down from $168,109 in Q2 2025, with six‑month 2026 revenue of $136,621 versus $277,415 a year earlier. Despite lower sales, the Q2 2026 net loss attributable to the company narrowed to $1,312,653 from $5,415,818, helped by sharply reduced operating expenses, including lower stock‑based compensation.

Cash and cash equivalents declined to $228,688 at June 30, 2026 from $1,486,338 at December 31, 2025, while net cash used in operating activities was $1,571,849 for the first half of 2026. Stockholders’ equity fell to $12,523,826 from $15,199,005, with an accumulated deficit of $45,363,283. Shares outstanding increased to 18,017,421 common shares from 15,888,795, reflecting equity raises and preferred stock conversions.

Non‑current assets are dominated by acquired patents and licenses with a net carrying amount of $13,553,272, supported by ongoing Phase II clinical work on respiratory illness prevention technology and the Dermytol® skin‑care distribution rights. The company continues to rely on related‑party structures, including Mango & Peaches and a related‑party compounding pharmacy, and notes material prior‑year impairment of its Dermytol® master distribution agreement.

Nuclea Energy Inc., a private advanced nuclear company developing the Morpheus microreactor, has agreed for its subsidiary to acquire Moltex Energy’s advanced nuclear technology assets, including the SSR-W molten-salt reactor and WATSS spent nuclear fuel recycling process. The portfolio reflects more than C$96 million of historic public and private funding and includes 80 patents across 9 patent families plus 9 pending patents. The assets are being bought on an “as is” basis while Moltex is in administration, with closing subject to conditions including review under the UK National Security and Investment Act and a longstop date three months after signing. Nuclea also highlights a July 30, 2026 business combination agreement with Mangoceuticals, Inc., intended to provide a path to a Nasdaq listing to help fund development of Morpheus, SSR-W and WATSS.