false
0001938046
0001938046
2026-02-19
2026-02-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): February 19, 2026
MANGOCEUTICALS,
INC.
(Exact
name of registrant as specified in its charter)
| Texas |
|
001-41615 |
|
87-3841292 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
17130
N. Dallas Parkway, Suite 240
Dallas,
Texas |
|
75248 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (214) 242-9619
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
MGRX |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
February 19, 2026, Mangoceuticals, Inc. (the “Company”, “we” and “us”)
issued a press release discussing the initial results of sales of our newly launched all-inclusive injectable testosterone replacement
therapy (TRT) treatment program.
The
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| 99.1 |
|
Press Release dated February 19, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
This
Current Report and the press release attached as Exhibit 99.1 to this Current Report may contain forward-looking information within
the meaning of applicable securities laws (“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”
or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are
outside of the Company’s control, which could cause actual results to differ materially from the results expressed or implied in
the forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties
and other important factors that may cause actual results, performance, or achievements to be materially different from any future results,
performance, or achievements expressed or implied by the forward-looking statements. The Company undertakes no obligation to publicly
update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release
or presentation or in any of its SEC filings or public disclosures, except as provided by law. 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 “Forward-Looking Statements,” “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with
the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MANGOCEUTICALS,
INC. |
| |
|
|
| Date:
February 19, 2026 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
Exhibit
99.1
MangoRx
Experiences Initial Success with Newly Launched $99/month All-Inclusive Injectable Testosterone Replacement Therapy (TRT) Treatment Program
Month
over Month Growth of 336% and 54% Reduction in Customer Acquisition Cost (CAC)
DALLAS,
TX, FEBRUARY 19, 2026 (GLOBE NEWSWIRE) – Mangoceuticals, Inc. (NASDAQ: MGRX) (the “Company” or “MangoRx”),
a company focused on developing, marketing, and selling a variety of health and wellness products via a secure telemedicine platform
under the brands MangoRx and PeachesRx, today announced that MangoRx has experienced initial success for its newly launched all-inclusive
injectable Testosterone Replacement Therapy (TRT) treatment program priced at $99 per month. The new TRT offer includes all doctor visits
and medical consultations, lab work and analysis, and the medication to the extent prescribed. More information about MangoRx’s
$99 per month offer can be found here at https://trt.mangorx.com/products/trt.
Month
over month sales of MangoRx’s injectable TRT treatment program have increased 336% since launching in mid-December while at the
same time reducing customer acquisition costs by 54%.
We
believe that this strong momentum reflects growing demand for convenient, effective TRT options and MangoRx’s focused efforts to
optimize marketing efficiency and patient access through its proprietary telehealth platform. We expect TRT to be the primary growth
driver for the Company going forward, as MangoRx continues to prioritize and invest in advancing its TRT offerings, including both injectable
and oral formulations such as PRIME by MangoRx, powered by Kyzatrex®, to attempt to capture greater market share in this high-demand
segment.
“We
are encouraged by this initial customer demand and sales acceleration in our injectable TRT product, which we believe demonstrates the
value of our innovative approach to men’s hormone health and underscores TRT as our key strategic focus,” commented Jacob
Cohen, Founder and CEO of Mangoceuticals Inc. “By combining effective TRT solutions with streamlined telehealth delivery and targeted
cost efficiencies, we are seeking to become better positioned to support more men seeking reliable, discreet care. At the same time,
we are committed to building a more comprehensive platform that delivers a wider range of wellness solutions, which we expect to strengthen
our operational and financial foundation and position us for sustained growth.”
According
to The Business Research Company’s Testosterone Replacement Therapy Global Market Report (2026 edition), the global testosterone
replacement therapy market is valued at approximately $2.11 billion to $2.2 billion in 2025 and is projected to grow at a compound annual
growth rate (CAGR) of around 3.9% in the coming years, fueled by an aging population, greater awareness of hypogonadism symptoms, and
advancements in various formulations that offer improved convenience.
Looking
ahead, MangoRx is working to evolve its telehealth platform to become a more well-rounded provider of men’s health and wellness
solutions. By expanding beyond specialization in single treatments, the Company plans to offer an increasingly diverse array of pharmaceutical-based
products, addressing a broader range of men’s health needs while maintaining its core strength in hormone optimization and TRT.
The
Company remains committed to patient safety and regulatory compliance. All MangoRx and TRT related products are prescribed exclusively
through licensed healthcare providers following thorough medical evaluations and including appropriate lab testing where and when necessary.
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.
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, the review and evaluation
of strategic transactions and their impact on shareholder value; the process by which the Company engages in evaluation of strategic
transactions; the outcome of potential future strategic transactions and the terms thereof; macroeconomic, industry and market conditions,
including inflation, interest rate volatility, recessionary trends, financial market disruptions, changes in regulatory or political
environments, and other factors beyond the Company’s control that could adversely affect its business, financial condition and
results of operations; our ability to meet the continued listing requirements of Nasdaq and maintain the listing of our common stock
on Nasdaq, including as a result of our current non-compliance with certain listing standards relating to our stock price; our ability
to successfully undertake a crypto treasury strategy in the future; risks related to the significant number of shares in the public float,
our share volume, the effect of sales of a significant number of shares in the marketplace; dilution caused by offerings; conversion
of outstanding shares of preferred stock and the rights and preferences thereof, the fact that we have a significant number of outstanding
warrants to purchase shares of common stock and other convertible securities, the resale of which underlying shares have been registered
under the Securities Act of 1933, as amended, dilution caused by exercises/conversions thereof, overhang related thereto, and decreases
in the trading price of our common stock caused by sales thereof; our ability to build and maintain our brands; cybersecurity, information
systems, fraud and website risks; compliance with applicable laws and regulations affecting our operations, products, marketing, manufacturing,
labeling and distribution; shipping, production and supply chain delays; reliance on third parties for prescribing, compounding and other
key services; product safety risks; macroeconomic and geopolitical conditions, including inflation, interest rates, recessions, pandemics,
acts of war, tariffs and trade disruptions; protection of intellectual property; our ability to attract and retain key personnel; potential
stock overhang and volatility in the trading price of our common stock; and consumer sentiment and discretionary spending trends. 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, 2024 and our Quarterly Report on Form 10-Q for the quarter ended September
30, 2025, and subsequent reports. These filings are available at www.sec.gov 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.
FOR
INVESTOR RELATIONS
Mangoceuticals
Investor Relations
Email:
investors@mangorx.com
