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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): September 30, 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:
| ☐ |
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 Subscription MangoRx IP
On
September 30, 2026, MangoRx IP Holdings, LLC, a Texas limited liability company (“MangoRx IP”), the wholly-owned
subsidiary of Mangoceuticals, Inc. (the “Company”, “we” and “us”), which holds
the patent portfolio behind MGX-0024, the Company’s antiviral technology, entered into Subscription Agreements with two
accredited investors (the “Investors”). Pursuant to the Subscription Agreements, one of the Investors
agreed to purchase 12.5% of MangoRx IP for an aggregate of $1,250,000, payable (a) $500,000 immediately upon entry
into its applicable Subscription Agreement (in cash or Tether (USDT)); and (b) $750,000 no later than the 60th
day following the initial closing date, and the other Investor agreed to purchase 12.5% of MangoRx IP for an aggregate of $1,250,000,
payable on the initial closing date. As of the date of this filing, the Company has received a total of $1,750,000 from the
Investors and have issued the Investors 18.9% of the ownership interests of MangoRx IP (17.5% on a post-transaction
basis), which will increase to 25% upon the final closing discussed above. The Subscription Agreements included customary
representations and warranties of the parties.
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 Agreements, a copies of which are attached hereto as Exhibits 10.1 and 10.2,
and which are incorporated by reference into this Item 1.01 in its entirety by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
To the extent required by
Item 2.01, the information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
To the extent that the sale
of the 25% ownership interest in MangoRx IP constituted or will constitute a significant disposition for purposes of Item 2.01 of Form
8-K; the Company has determined that no pro forma information is required pursuant to Item 9.01 of Form 8-K because MangoRx IP is not
a ‘business.’
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.
MangoRx
IP and the Company claim an exemption from registration for the issuance of the membership interests 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 interests did not involve a public offering and the Investors
were “accredited investors”. 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
7.01 Regulation FD Disclosure.
On
October 1, 2026, the Company issued a press release discussing the investments discussed in Item 1.01, above.
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 Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1*♦ |
|
Form
of First MangoRx IP Holdings, LLC Subscription Agreement |
| 10.2*♦ |
|
Form of Second MangoRx IP Holdings, LLC Subscription Agreement |
| 99.1** |
|
Press release dated October 1, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
| ♦ | Certain schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of
such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however,
that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange
Act for any exhibits or schedules so furnished. |
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.
Date:
October 1, 2026
| |
MANGOCEUTICALS,
INC. |
| |
|
|
| |
By: |
/s/
Jacob D. Cohen |
| |
Name: |
Jacob
D. Cohen |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Mangoceuticals
Secures $2.5 Million Strategic Investment in MangoRx IP Holdings; Receives Initial $1.75 Million Tranche
Subsidiary-Level
Investment Provides Capital to Advance Commercialization of the Company’s Antiviral Intellectual Property Portfolio with No Issuance
of MGRX Common Stock
DALLAS, TEXAS, October 1, 2026 (GLOBE NEWSWIRE)
– Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”), a company focused on developing,
marketing, and selling health and wellness products through a secure telemedicine platform under the brands MangoRx and PeachesRx, today
announced that its former wholly-owned subsidiary, MangoRx IP Holdings, LLC (“MangoRx IP”), has entered into subscription
agreements with two strategic investors for an aggregate investment of $2.5 million directly into MangoRx IP, and has received the first
tranche of $1.75 million due thereunder. Importantly, the investments are being made at the subsidiary level and do not involve the issuance
of any shares of Mangoceuticals common stock, warrants or other securities of the publicly-traded parent company. Accordingly, the transactions
do not increase the number of outstanding shares of Mangoceuticals or otherwise impact the Company’s public capitalization structure.
Under the terms of the agreements, the
investors have committed to purchase an aggregate 25% membership interest in MangoRx IP for $2.5 million, payable in two tranches.
The initial tranche consists of the equivalent of a 17.5% membership interest on a post-acquisition basis for $1.75 million, and the
second tranche consists of the remaining 7.5% membership interest for $750,000, payable within 60 days following the initial
closing, or by November 28, 2026, subject to the terms and conditions of the applicable subscription agreement.
We
believe that the investment positions MangoRx IP to pursue opportunities across the full scope of its patent portfolio, which
covers oral-surface administered preparations designed to help prevent illnesses acquired through the oral cavity and pharynx. In
addition to poultry applications, we believe the technology has potential applications in livestock feed and water additives and
in human oral-care formats, including toothpaste, mouthwash, lozenges, and oral sprays. According to Fortune Business Insights, the
global oral care market was valued at approximately $34.8 billion in 2025, and the global feed additives market was valued
at approximately $39.8 billion in 2025. The Company believes both markets are seeing growing demand for natural,
non-antibiotic solutions, and that this breadth of application, supported by granted and pending patents across major
markets, gives MangoRx IP multiple paths to potential monetization.
“We
believe that this investment represents an important validation of the value we have built within MangoRx IP Holdings and provides us
with additional capital to advance the next phase of commercialization, without issuing a single share of MGRX common stock,” said
Jacob Cohen, Founder and Chief Executive Officer of Mangoceuticals. “We deliberately structured this investment at the subsidiary
level to accomplish two key objectives: bring in strategic outside capital to help fund the commercialization of our intellectual property
portfolio, while preserving the capital structure of Mangoceuticals and limiting dilution to our public shareholders. We also believe
that having strategic investors aligned with MangoRx IP further strengthens our position as we pursue potential licensing, distribution
and other commercialization opportunities.”
MangoRx
IP owns the patent portfolio behind MGX-0024, the Company’s antiviral technology. The technology is protected in the U.S. under
Patent No. 11,517,523, and corresponding national patents have been granted or are pending in the EU, Canada, China, India, Australia,
and Japan.
The
membership interests have been, and will be, offered and sold in a private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended, and/or Rule 506(b) of Regulation D. They have not been registered under the Securities Act or any state securities
laws, and they may not be offered or sold in the United States absent registration or an applicable exemption from such registration
requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.
About
Mangoceuticals, Inc.
MangoRx
is focused on developing a variety of men’s health and wellness products and services via a secure telemedicine platform.
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 timing and receipt of
the second tranche of subscription funds discussed above, the use of the proceeds of the investments and the
outcome thereof; the commercialization and monetization of MangoRx IP’s intellectual property; 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; geopolitical conditions, including 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, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30,
2026, 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
