Mangoceuticals (NASDAQ: MGRX) wins more time on Nasdaq rules, advances Nuclea deal

Rhea-AI Filing Summary

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.

Filing Explained

This Form 425 is an informational communication, not an offer to sell securities or a solicitation of votes; it does not itself indicate a securities sale, which the filing says cannot occur where unlawful before required registration or qualification.

Key Figures

Extension length: 180-calendar-day extension Compliance deadline: February 1, 2027 Minimum bid price: $1.00 per share +1 more

4 metrics

Extension length 180-calendar-day extension Additional time granted by Nasdaq to regain minimum bid price compliance

Compliance deadline February 1, 2027 Date by which bid price compliance must be regained

Minimum bid price $1.00 per share Required closing bid price threshold under Nasdaq Listing Rule 5550(a)(2)

Required trading period 10 consecutive business days Duration the stock must maintain at least $1.00 bid price

Key Terms

minimum bid price requirement, reverse stock split, business combination agreement, proxy statement, +2 more

6 terms

minimum bid price requirement regulatory

"to regain compliance with the minimum bid price requirement, as outlined in Nasdaq Listing Rule"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

reverse stock split financial

"intention to cure the deficiency within the extension period, if necessary, through a reverse stock split."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

business combination agreement regulatory

"in connection with the proposed business combination contemplated by the Business Combination Agreement described"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

proxy statement regulatory

"including a registration statement containing a proxy statement in connection with the stockholder approval"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of applicable securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

micro modular reactor technical

"a lead cooled, factory built micro modular reactor designed to meet growing demand"

A micro modular reactor is a compact, factory-built nuclear power unit designed to supply a small, steady amount of electricity and heat—think of it as a scaled-down, self-contained power station you could place where a large plant wouldn’t fit. For investors it matters because these reactors promise lower upfront construction risk and steady, low-carbon revenue streams, but they also carry regulatory, licensing and long-term waste and decommissioning uncertainties that affect cost and returns.

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

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Available on EDGAR 08/04/2026 - 04:43 PM Accepted by SEC EDGAR 08/04/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What did Mangoceuticals (MGRX) announce about its Nasdaq listing status?

Mangoceuticals received a 180-day extension from Nasdaq to regain compliance with the $1.00 minimum bid price requirement, giving the company until February 1, 2027 to maintain that price for 10 consecutive business days.

What is the minimum bid price requirement affecting Mangoceuticals (MGRX)?

Nasdaq requires Mangoceuticals’ common stock to have a closing bid price of at least $1.00 per share for at least 10 consecutive business days by February 1, 2027 to regain compliance with Nasdaq Listing Rule 5550(a)(2).

How might Mangoceuticals (MGRX) regain bid price compliance if needed?

Mangoceuticals indicated it may, if necessary, cure the bid price deficiency through a reverse stock split within the extension period, while it continues to monitor its share price and pursue compliance with all Nasdaq listing requirements.

What business combination is Mangoceuticals (MGRX) pursuing with Nuclea Energy?

Mangoceuticals is advancing a definitive business combination agreement with Nuclea Energy Inc., an advanced nuclear technology company developing the Morpheus microreactor, a lead-cooled, factory-built micro modular reactor targeting AI infrastructure and data center power needs.

What SEC filings will relate to the Mangoceuticals–Nuclea Energy transaction?

Mangoceuticals plans to file a registration statement containing a proxy statement with the SEC for stockholder approval of the proposed transaction, and investors are urged to read these materials carefully and in their entirety when they become available.

What risks did Mangoceuticals (MGRX) highlight about the Nuclea Energy deal and Morpheus microreactor?

The company notes risks that the transaction may not close, challenges in obtaining regulatory, Nasdaq, stockholder and nuclear licensing approvals, capital availability concerns, and technology development risks for the Morpheus microreactor, which is still in the conceptual design stage.

Filed by Mangoceuticals, Inc.

Pursuant to Rule 425 under the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Nuclea Energy Inc.

Commission File No.: 001-41615

On August 4, 2026, the following press release was issued by Mangoceuticals, Inc., in connection with the proposed business combination contemplated by the Business Combination Agreement described in the Current Report on Form 8-K filed by Mangoceuticals, Inc. with the Securities and Exchange Commission on July 30, 2026.

Mangoceuticals Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Requirement and Comments on Nuclea Energy Business Combination

Dallas, Texas – August 4, 2026 – Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”) today announced it has received an additional 180-calendar-day extension from the Nasdaq Stock Market (“Nasdaq”) to regain compliance with the minimum bid price requirement, as outlined in Nasdaq Listing Rule 5550(a)(2).The Company now has until February 1, 2027 to meet the requirement for its shares of common stock to maintain a closing bid price of at least US $1.00 per share for a minimum of 10 consecutive business days. Nasdaq granted the extension after determining that Mangoceuticals meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, and following Mangoceuticals providing written notice of its intention to cure the deficiency within the extension period, if necessary, through a reverse stock split.

This news comes as the Company continues to advance its previously announced definitive business combination agreement with Nuclea Energy Inc., an advanced nuclear technology company developing the Morpheus microreactor, a lead cooled, factory built micro modular reactor designed to meet growing demand for reliable, carbon free power from AI infrastructure, data centers, and other applications.

Jacob D. Cohen, Chief Executive Officer of Mangoceuticals, commented: “We appreciate Nasdaq’s decision to grant this extension, which provides Mangoceuticals with continued flexibility as we advance our operational and strategic objectives with Nuclea Energy representing a transformative opportunity. We further look forward to bringing meaningful value to shareholders through exposure to the advanced nuclear sector and the commercialization potential of the Morpheus microreactor. We will continue to provide the market with further updates as they develop, and we thank our shareholders for their continued patience and support.”

The Company remains committed to full compliance with all Nasdaq listing requirements and will continue to monitor its share price closely. Mangoceuticals plans to take all necessary actions within the prescribed period to regain compliance.

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 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.

Additional Information

In connection with the proposed transaction, Mangoceuticals intends to file relevant materials with the SEC, including a registration statement containing a proxy statement in connection with the stockholder approval described above. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the SEC at www.sec.gov, or by directing a request to Mangoceuticals.

Participants in the Solicitation

Mangoceuticals, Nuclea and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Mangoceuticals’ stockholders in connection with the transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Mangoceuticals’ executive officers and directors in its most recent Annual Report on Form 10-K and other filings with the SEC. Additional information regarding the persons who may be deemed participants in the solicitation and their interests will be set forth in the proxy statement and other relevant materials when they become available.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the proposed transaction and its expected structure, timing and completion; the anticipated ownership percentages of Mangoceuticals following closing; the anticipated benefits of the transaction to Mangoceuticals’ stockholders; projected electricity demand; and the development, licensing, commercialization and performance of the Morpheus microreactor, which remains in the conceptual design stage. Forward-looking statements are based on current expectations and assumptions and are subject to significant risks and uncertainties, including the risk that the transaction may not be completed on the anticipated terms or timing, or at all; the ability to obtain required regulatory, Nasdaq and stockholder approvals; the ability to obtain nuclear licensing approvals; the availability of capital; and technology development risks. Actual results may differ materially from those expressed or implied. Neither Mangoceuticals nor Nuclea undertakes any obligation to update forward-looking statements except as required by law.

FOR INVESTOR RELATIONS

Mangoceuticals Investor Relations

Email: investors@mangorx.com