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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 13, 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.) |
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
8.01 Other Events.
On
November 13, 2025, Mangoceuticals, Inc. (the “Company”) issued a press release titled “Mangoceuticals
Provides Clarification Regarding Availability of Branded GLP,” clarifying a prior press release issued by the Company on
November 13, 2025. A copy of the press release is filed herewith as Exhibit 99.1, which is incorporated by reference
into this Item 8.01 in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1* |
|
Press Release dated November 13, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL documents). |
Forward
Looking Statements
This
Current Report on Form 8-K and the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, 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 Securities and Exchange Commission (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:
November 13, 2025 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
