Mangoceuticals (NASDAQ: MGRX) sells 709,677 shares in $1.1M deal

Rhea-AI Filing Summary

Mangoceuticals, Inc. entered into a private placement of its common stock with accredited investors. The company sold 709,677 shares of restricted common stock at $1.55 per share, raising a total of $1,100,000 in gross proceeds. The investors received piggyback registration rights for one year following the subscription dates, meaning their shares can be included in certain future registration statements if the company registers other shares.

The transaction was completed through four Subscription Agreements with five accredited investors and relied on exemptions from SEC registration under Section 4(a)(2) and/or Rule 506 of Regulation D. There was no general solicitation, no underwriters or agents were involved, and no underwriting discounts or commissions were paid. The issued securities are subject to transfer restrictions and bear legends stating they are unregistered and may only be resold pursuant to registration or a valid exemption.

Insights

Equity Capital Markets Analyst

Mangoceuticals raises $1.1M via exempt private stock sale.

Mangoceuticals, Inc. completed a private placement of common stock to accredited investors, issuing 709,677 shares at $1.55 per share for total proceeds of $1,100,000. This brings new capital directly into the company without using underwriters or paying commissions, which can help preserve the funds raised for corporate purposes.

The shares are restricted and issued under Section 4(a)(2) and/or Rule 506 of Regulation D, so they cannot be freely traded until certain conditions are met. Investors received one-year piggyback registration rights, allowing their shares to be included in certain future registration statements if the company chooses to register other shares. The impact on existing shareholders will depend on how this additional equity interacts with the company’s overall share count and how effectively the new cash is used.

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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): August 26, 2025

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.)

15110 N. Dallas Parkway, Suite 600 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:

☐	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, $0.0001 Par Value 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 1.01 Entry into a Material Definitive Agreement.

Private Placement Subscriptions

On August 26, 2025 and August 29, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”) entered into four Subscription Agreements with five accredited investors (the “Investors”), pursuant to which the Investors purchased an aggregate of 709,677 shares of restricted common stock from the Company, for $1.55 per share, or a total of $1,100,000. The Subscription Agreements included customary representations and warranties of the Investors and the Company, and includes piggyback registration rights for a period of one year following the dates of the subscriptions.

The description of the Subscription Agreements above is not complete and is qualified in its entirety by the full text of the form of Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated by reference into this Item 1.01 in its entirety by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 in its entirety.

The Company claims an exemption from registration for the issuance of the shares to the Investors (as discussed in Item 1.01, above), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the offer and sale of such shares did not involve a public offering and the recipients were “accredited investors” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing offers and sales and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Form of Common Stock Subscription Agreement – Common Stock Offering (August 2025 Private Offering)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

* Filed herewith.

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: September 2, 2025	By:	/s/ Jacob D. Cohen
		Jacob D. Cohen
		Chief Executive Officer

FAQ

What did Mangoceuticals, Inc. (MGRX) announce in this 8-K?

Mangoceuticals, Inc. reported that it entered into Subscription Agreements for a private placement of its common stock to accredited investors, resulting in the issuance of 709,677 restricted shares and raising $1,100,000 in gross proceeds.

How much capital did MGRX raise in the August 2025 private placement and at what price?

The company raised $1,100,000 in gross proceeds by selling 709,677 shares of restricted common stock at a price of $1.55 per share.

Who participated in Mangoceuticals, Inc. (MGRX) private placement?

Four Subscription Agreements were entered into with five accredited investors, who purchased the restricted common shares directly from Mangoceuticals, Inc.

Were the new MGRX shares registered with the SEC?

No. The shares were issued as unregistered securities in reliance on exemptions under Section 4(a)(2) and/or Rule 506 of Regulation D. They are subject to transfer restrictions and bear legends indicating they cannot be sold without registration or an applicable exemption.

Did Mangoceuticals, Inc. (MGRX) pay any underwriting fees or commissions for this offering?

No underwriters or agents were involved in the private placement, and Mangoceuticals, Inc. states that it paid no underwriting discounts or commissions in connection with the offers and sales.

What registration rights did investors receive in the MGRX private placement?

The Subscription Agreements provide investors with piggyback registration rights for one year following the subscription dates, allowing their shares to be included in certain future registration statements the company may file.