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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): November 2, 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
5.07. Submission of Matters to a Vote of Security Holders.
On
November 2, 2026, the holder of all 50 issued and outstanding shares of Series B Convertible Preferred Stock (the “Series B
Preferred Stock”) of Mangoceuticals, Inc. (the “Company”), acting by written consent in lieu of a meeting,
approved the terms of the Series D Preferred Stock (as defined below) and an amendment to the certificate of designations governing the
Series B Preferred Stock (the “Series B Amendment”).
The
Company’s Board of Directors previously approved the Series B Amendment and submitted it to the holder of the
Series B Preferred Stock for approval.
The
Series B Preferred Stock written consent and the
Series B Amendment approved the final certificate of designations (the “Series D Designation”) establishing a
new series of the Company’s 8% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”),
together with the terms and transactions contemplated thereby, including the sale by the Company in one or more transactions of up to
1,000,000 shares of Series D Preferred Stock, at $10.00 per share, pursuant to a Regulation A offering, the offering and issuance of
Series D Preferred Stock and its dividend, liquidation, conversion, pricing, adjustment, Company call, redemption, repurchase, voting
and protective provisions. The Series B Amendment recognized the senior dividend and liquidation rights of Series D Preferred
Stock and provided the consent and waiver under the existing Series B Preferred Stock designation necessary to permit
the approved Series D Preferred Stock transactions.
The
Series B Amendment is limited to the approved Series
D Designation and does not approve subsequent amendments to that designation or unrelated transactions. All other provisions of the existing
designation remain unchanged.
None
of the Series B Amendment, nor the Series D Designation has been filed with the Secretary of State of Texas, and none is currently
effective. The Company may determine not to proceed with the proposed Series D offering, in which case these instruments will not be
filed or become effective. If the Company proceeds with the filings, it will report their effectiveness and material terms in a subsequent
Current Report on Form 8-K as required by applicable Securities and Exchange Commission rules.
The
holder who executed the written consent represented 100% of the Series B Preferred Stock’s outstanding shares and voting
power entitled to approve the Series B Amendment. There were no votes against, abstentions or broker non-votes with respect to
the approval.
The
Series D Preferred Stock and the shares of common stock issuable upon conversion thereof or otherwise pursuant to its terms have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities
laws, and may be offered and sold only pursuant to registration or an applicable exemption from registration. This Current Report on
Form 8-K is provided for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Any offering of the Series D Preferred Stock pursuant to Regulation A under the Securities Act will be made through the applicable offering
circular and in accordance with applicable law. No money or other consideration is being solicited by this report, and none will be accepted
in response hereto. No sales in the contemplated Regulation A offering will occur before the Securities and Exchange Commission qualifies
the applicable offering statement on Form 1-A.
Item
5.08. Shareholder Director Nominations.
The
information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent
applicable.
Item
8.01. Other Events.
Combined
2025 and 2026 Annual Meeting
On
November 4, 2026, the Board of Directors of the Company determined that the Company’s combined 2025 and 2026 Annual Meeting of
Shareholders (the “Annual Meeting”) will be held at the Company’s offices at 17130 N. Dallas Parkway, Suite
240, Dallas, Texas 75248, on December 30, 2026, provided that the Company reserves the right to change the date of the Annual Meeting
prior thereto. The time and location of the Annual Meeting will be set forth in the Company’s definitive proxy statement for the
Annual Meeting to be filed with the Securities and Exchange Commission.
Shareholders
of record of the Company’s common stock at the close of business on November 12, 2026, will be entitled to notice of, and to vote
at, the Annual Meeting. The Company, however, reserves the right to change the record date prior to the Annual Meeting.
Any
shareholder proposal intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting in accordance
with Rule 14a-8 or pursuant to the Company’s Bylaws, as amended and restated, must be delivered to, or mailed to and received at,
the Company’s principal executive offices at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas 75248, Attention: Corporate Secretary,
on or before the close of business on November 16, 2026, which date the Company has determined to be a reasonable time before it expects
to begin to print and distribute its proxy materials prior to the Annual Meeting. Additionally, any shareholder who intends to submit
a director nomination or who intends to submit a proposal regarding any other matter of business at the Annual Meeting other than in
accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal is delivered to, or mailed and received
at, the Company’s principal executive offices on or before the close of business on November 16, 2026.
In
addition to complying with this deadline, shareholder proposals intended to be considered for inclusion in the Company’s proxy
materials for the Annual Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8,
Texas law and the Company’s Bylaws, as amended and restated. Any proposal submitted after the above deadlines will be considered
untimely and not properly brought before the Annual Meeting.
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:
November 6, 2026 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
