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Mangoceuticals, Inc. filings document a Nasdaq Capital Market-listed wellness telemedicine company, its MangoRx and PeachesRx brands, and securities issued to finance corporate operations. The company’s regulatory record includes Form 8-K reports on product communications, MGX-0024 data, branded GLP-1 program disclosures, litigation-related press releases, Nasdaq listing-rule notices and equity-compensation actions.
Registration statements and amendments describe the company’s securities offerings, capital structure, financial statements and risk disclosures. Other filings address common stock, warrants and pre-funded warrants, board and committee approvals, executive compensation arrangements, material events and forward-looking statement qualifications tied to Mangoceuticals’ telehealth platform, wellness products and public-company obligations.
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.
Mangoceuticals, Inc. reports that its merger partner’s subsidiary, Nuclea Energy USA Inc., signed a memorandum of understanding with the Utah Office of Energy Development to explore siting a nuclear test reactor at the Utah San Rafael Energy Lab. The collaboration is intended to support engagement with the U.S. Department of Energy and Nuclear Regulatory Commission and to advance Nuclea’s Morpheus microreactor toward demonstration and commercial deployment.
Mangoceuticals previously entered into a definitive business combination agreement with Nuclea, which is expected to provide Nuclea with a route to a Nasdaq listing and broader access to capital for developing, licensing and commercializing the Morpheus microreactor. Completion of the business combination is subject to customary stockholder and regulatory approvals.
Mangoceuticals, Inc. received an additional 180-calendar-day extension from Nasdaq to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The company now has until February 1, 2027 for its common stock to maintain a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.
Nasdaq granted the extension after confirming Mangoceuticals meets other listing standards and after the company indicated it may, if necessary, cure the deficiency through a reverse stock split. The update comes as Mangoceuticals advances a definitive business combination agreement with Nuclea Energy Inc., an advanced nuclear technology company developing the Morpheus microreactor. The company plans to file a registration statement and proxy statement related to the proposed transaction and highlights significant forward-looking risks, including completion of the transaction, regulatory and licensing approvals, capital availability and technology development.
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.