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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): March 16, 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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
March 16, 2026, upon the recommendation of the compensation committee (the “Compensation Committee”) of the Board
of Directors (the “Board”) of Mangoceuticals, Inc. (the “Company”), and pursuant to the authority
provided to the Board pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended and restated, which has previously
been approved by the stockholders of the Company, the Board approved an option repricing (the “Repricing”) of the
outstanding stock options held by the Company’s Chief Executive Officer and Chairman, Jacob Cohen, as of March 16, 2026 (the “Effective
Date”). As permitted under the terms of the Company’s equity plans, the exercise price of each outstanding stock option
with an exercise price held by Mr. Cohen was reduced to an amount which exceeded the closing price of the Company’s common stock
on the Effective Date, which was $0.45 per share (the “New Exercise Price”).
In
total the following options held by Mr. Cohen were re-priced to have an exercise price equal to the New Exercise Price: (a) options to
purchase 50,000 shares of the Company’s common stock with an original exercise price of $16.50 per share, granted to Mr. Jacob
Cohen on August 31, 2022; (b) options to purchase 83,333 shares of the Company’s common stock with an original exercise price of
$4.80 per share, granted to Mr. Cohen on December 28, 2023; and (c) options to purchase 2,000,000 shares of the Company’s common
stock with an original exercise price of $2.30 per share, granted to Mr. Cohen on September 9, 2025.
Mr.
Cohen, as an interested director, recused himself from the Board vote on the approval of the Repricing. The remaining disinterested directors
of the Board approved the Repricing in good faith, upon recommendation of the Compensation Committee and Audit Committee of the Board,
after careful consideration of various alternatives and a review of other applicable factors.
A
copy of the amendment to Mr. Cohen’s option agreements is attached hereto as Exhibit 10.1 and incorporate by reference herein.
Item
7.01 Regulation FD Disclosure.
On
March 17, 2026, the Company issued a press release announcing the filing of a lawsuit against a former consultant.
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 |
| 10.1* |
|
Mangoceuticals, Inc. Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 2026 |
| 99.1** |
|
Press release dated March 17, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
**
Furnished herewith.
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:
March 17, 2026 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Mangoceuticals
Announces Lawsuit Seeking Damages Exceeding $73 Million Against Former Technology Consulting and Software Development Firm, Clarity Ventures,
Inc.
Dallas,
Texas, March 17, 2026 (GLOBE NEWSWIRE) — Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals,” the “Company,”
or “MangoRx”), 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 it has filed a civil lawsuit against Clarity Ventures, Inc., its
former technology consulting and software development firm (“Clarity”).
The
lawsuit, filed in Texas state court, seeks damages exceeding $73 million, exclusive of interest, costs, and attorneys’ fees. The
Company alleges that Clarity failed to deliver a fully functional, HIPAA-compliant enterprise resource planning (“ERP”) and
eCommerce platform that Clarity had been engaged to design and implement in support of the Company’s operations.
Clarity
has denied the Company’s allegations and has asserted counterclaims related to alleged unpaid invoices. The Company believes these
counterclaims are unwarranted, as all binding and required payments under the applicable agreements were made in full prior to disengaging
from Clarity’s services. The Company intends to vigorously pursue its claims and defend against the counterclaims through the litigation
process.
Following
the events described in the complaint, the Company independently developed and deployed a new proprietary telehealth and eCommerce platform
designed to support its operations. The Company’s current platform was developed internally and does not rely on Clarity’s
technology. Management believes this new platform has contributed to improvements in customer acquisition, order fulfillment, and overall
operating performance.
All
allegations remain subject to the litigation process and have not been proven in a court of law.
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, statements regarding
the Company’s claims in the litigation described above, the Company’s expectations regarding the outcome of the litigation,
potential damages, the Company’s ability to defend against counterclaims, the possibility of adverse rulings or judgments, the
availability or amount of recoverable damages, the costs associated with litigation, the potential for settlement, and other factors
that may affect the outcome or timing of the proceedings; 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
