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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): July 28, 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.
Business
Combination Agreement
On
July 29, 2026, Mangoceuticals, Inc., a Texas corporation (the “Company” or “Mango”), entered into
a Business Combination Agreement (the “BCA”) with Nuclea Energy Inc., a British Columbia corporation (“Nuclea”),
the principal shareholders of Nuclea, and the principal shareholders of Mango (collectively, the “Transaction”).
Pursuant
to the BCA, a newly formed subsidiary of the Company (“Amalco Sub”) will amalgamate with Nuclea under the Business
Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of ExchangeCo (a wholly-owned subsidiary
of Mango), exchangeable on a one-for-one basis for shares of Mango common stock (the “Exchangeable Shares”). The transaction
utilizes a Canadian exchangeable share structure.
The
exchange ratio is the product of (a) the Fully Diluted Mango Shares divided by the Fully Diluted Nuclea Shares, multiplied by (b)
24. This results (prior to the PIPE Share Issuance, as defined in the BCA) in the former Nuclea shareholders holding approximately
96% of Mango’s equity on a fully diluted, as-exchanged basis, with existing Mango
stockholders holding approximately 4%.
Until
both (i) Mango Stockholder Approval and (ii) Nasdaq approval of the initial listing application (collectively, the “Required
Approvals”) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable
Shares, together with any Mango Common Stock issued pursuant to the Transaction, are limited to 19.99% of outstanding Mango Common Stock
immediately prior to Closing (the “Nasdaq Cap”). Following receipt of the Required Approvals, all previously restricted
rights will be unlocked.
The Transaction is structured in two stages
consisting of (i) a closing (the “Closing”), which is expected to occur prior to receipt of the Required Approvals
and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing, and
(ii) a completion (the “Completion”), which will occur following receipt of the Required Approvals and will permit
the full implementation of the rights associated with the Exchangeable Shares, including the issuance of Mango Common Stock in excess
of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares.
The
closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following closing, the Company will file
a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion (as defined in the BCA) of the Transaction is expected to occur promptly after receipt of the
Required Approvals.
The
Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea
Shareholder Approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity (“PIPE”)
financing of a minimum of $15,000,000 to be funded into escrow and released at closing; (iv) no Material Adverse Effect; (v) regulatory
approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable;
(vi) the Company’s compliance with Nasdaq listing requirements, including receipt of a second 180-day grace period for minimum
bid price compliance by August 3, 2026; and (vii) execution of the Cohen Executive Agreements (as defined below).
At
closing, one Mango Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding
Exchangeable Shares, subject to the Nasdaq Cap. At closing, one Mango Special Voting Share will be issued to a trustee, carrying
aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following
closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be
appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President
pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided
in the BCA.
The principal shareholders of Nuclea and certain Mango stockholders,
directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support
agreements covering not less than 9,119,823 shares of Mango Common Stock, representing not less than approximately 50.1% of the Company’s
currently issued and outstanding Common Stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders.
The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended.
The
foregoing description of the BCA does not purport to be complete and is qualified in its entirety by reference to the full text of the
BCA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
BCA contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the BCA
or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with
negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the BCA were made as of a
specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the
execution and delivery of the BCA, may be subject to a contractual standard of materiality different from what might be viewed as material
to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties
in the BCA are not necessarily characterizations of the actual state of facts about the Company or Nuclea at the time they were made
or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports,
statements and other documents filed with the SEC.
Cohen
Executive Agreements
As
a condition to closing of the Transaction, the Company and Jacob D. Cohen, the Company’s Chief Executive Officer, entered into
a release and separation agreement (the “Release and Separation Agreement”) effective as of the execution of the BCA,
and, at closing, will enter into a consulting agreement (the “Consulting Agreement” and, together with the Release
and Separation Agreement, the “Cohen Executive Agreements”).
Release
and Separation Agreement
Pursuant
to the Release and Separation Agreement, Mr. Cohen’s employment as Chief Executive Officer will terminate effective upon the closing
of the Transaction (the “Separation Date”). In lieu of the Change of Control Payment, M&P Bonus, Severance Payment,
and Health Payment, as defined under his existing employment agreement, Mr. Cohen will receive the following, similar, but modified severance
package: (a) Cash Severance: $1,500,000 payable at Closing; (b) Bonus Shares: 2,000,000 shares of Mango common stock issued upon execution
of the Release and Separation Agreement (with such shares being issued pursuant to the Plan and the Company’s effective registration
statement on Form S-8; (c) M&P Warrant: a cashless warrant for $10,000,000 worth of Mango and Peaches Corp. common stock, issued
upon Completion, in a form to be agreed-to by the Company and Mr. Cohen; (d) Equity Acceleration: all unvested
stock options and equity awards shall vest as of the Separation Date; and (e) COBRA Benefits: 12 months of company-paid COBRA continuation
coverage. In consideration of the foregoing, Mr. Cohen has agreed to a general release of claims against the Company. Non-disparagement
and restrictive covenant obligations survive the separation.
The
foregoing description of the Release and Separation Agreement does not purport to be complete and is qualified in their entirety by reference
to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
Departure
of Chief Executive Officer; Appointment of President
As
described in Item 1.01 above, which disclosure is incorporated herein by reference, effective upon the closing of the Transaction contemplated
by the BCA, Jacob D. Cohen’s employment as Chief Executive Officer of the Company will terminate upon closing of the Transaction.
Mr. Cohen’s termination is treated as a termination for Good Reason/without Cause under his existing employment agreement with
the Company. The terms of Mr. Cohen’s separation are set forth in the Release and Separation Agreement described in Item 1.01 above.
Effective
upon the Separation Date, Mr. Cohen will transition to the role of President of the Company in an independent consulting capacity pursuant
to the Consulting Agreement referenced in Item 1.01 above.
Post-Completion
Board and Management Changes
Following
receipt of the Required Approvals (as defined in the BCA) and the occurrence of the Completion (as defined in the BCA), the individuals
designated by the Principal Nuclea Shareholders (as defined in the BCA) and included as nominees for director in the registration statement
on Form S-4, and approved at the Mango Stockholder Meeting (as defined in the BCA), will be appointed to the Company’s Board of
Directors, and any then-existing directors not so approved will resign. The Company’s Board will also appoint such new executive
officers as directed by the Principal Nuclea Shareholders, and any then-existing executive officers not so appointed will resign from
their positions. The Company will file a Current Report on Form 8-K to disclose the material terms of these appointments, including the
information required by Item 401 and Item 404 of Regulation S-K, at such time as the identities of the applicable nominees and executive
officers have been determined.
Director
and Officer Equity Awards
On
July 28, 2026, the Board of Directors of the Company authorized the issuance of fully vested shares of common stock under the Plan, which
authorizes the issuance of up to 26,000,000 shares, and pursuant to the Company’s effective registration statement on Form S-8.
The
following awards were granted: (a) Kenny Myers (Director): 100,000 shares of common stock; (b) Lorraine D’Alessio (Director): 100,000
shares of common stock; (c) Alex Hamilton (Director): 100,000 shares of common stock; and (d) Eugene Johnston (Chief Financial Officer):
100,000 shares of common stock.
The
aggregate 400,000 shares are fully vested upon issuance and subject to any lock-up or transfer restrictions separately agreed. The awards
are conditioned upon: (i) availability of shares under the Plan; (ii) compliance with Nasdaq Listing Rules; (iii) compliance with applicable
securities laws; (iv) qualification for exemption under Rule 16b-3 of the Securities Exchange Act of 1934; and (v) satisfaction of applicable
tax withholding obligations.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 28, 2026, the Board of Directors of the Company adopted an amendment to Section 3.8 of the Company’s Bylaws (the “Bylaw
Amendment”), effective immediately. The Bylaw Amendment reduces the quorum requirement for stockholder meetings from a majority
of the voting power of issued and outstanding shares of stock entitled to vote to one-third (1/3) of the voting power of all issued and
outstanding shares of stock entitled to vote. The Bylaw Amendment was adopted pursuant to Section 15.1 of the Bylaws and applicable provisions
of the Texas Business Organizations Code.
As
amended, Section 3.8 of the Bylaws provides as follows:
“Section
3.8 Quorum. Except as otherwise required by law, by the Articles of Incorporation, or by these Bylaws, with respect to any matter,
a quorum will be present at a meeting of shareholders if the holders of at least one-third (1/3) of the voting power of all of the issued
and outstanding shares of stock entitled to vote on that matter are represented at the meeting in person or by proxy. If a quorum is
not present or represented at a meeting of shareholders, a majority of the voting power present and entitled to vote thereat may adjourn
the meeting from time to time until a quorum is present, without notice other than announcement at the meeting, unless the adjournment
is for more than thirty (30) days or a new record date is set, in which event a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as originally noticed.”
The
foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
July 30, 2026, the Company issued a press release announcing the execution of the BCA with Nuclea. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the proposed
transaction and its expected structure, timing and completion; the anticipated ownership percentages of Mangoceuticals following closing;
the anticipated benefits of the transaction to Mangoceuticals’ stockholders; projected electricity demand; and the development,
licensing, commercialization and performance of the Morpheus microreactor, which remains in the conceptual design stage. Forward-looking
statements are based on current expectations and assumptions and are subject to significant risks and uncertainties, including the risk
that the transaction may not be completed on the anticipated terms or timing, or at all; the ability to obtain required regulatory, Nasdaq
and stockholder approvals; the ability to obtain nuclear licensing approvals; the availability of capital; and technology development
risks. Actual results may differ materially from those expressed or implied. Neither Mangoceuticals nor Nuclea undertakes any obligation
to update forward-looking statements except as required by law.
Additional
Information
In
connection with the proposed transaction, Mangoceuticals intends to file relevant materials with the SEC, including a proxy statement
in connection with the stockholder approval described above. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents through
the website maintained by the SEC at www.sec.gov, or by directing a request to Mangoceuticals.
Participants
in the Solicitation
Mangoceuticals,
Nuclea and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed
to be participants in the solicitation of proxies from Mangoceuticals’ stockholders in connection with the transaction. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of Mangoceuticals’ executive
officers and directors in its most recent Annual Report on Form 10-K and other filings with the SEC. Additional information regarding
the persons who may be deemed participants in the solicitation and their interests will be set forth in the proxy statement and other
relevant materials when they become available.
Disclaimer
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No, |
|
Description |
| 2.1 |
|
Business Combination Agreement, dated July 29, 2026, by and among Mangoceuticals, Inc., Nuclea Energy Inc., the principal shareholders of Nuclea, and the principal shareholders of Mango.* |
| 3.1 |
|
Amendment to Bylaws of Mangoceuticals, Inc. (Amendment to Section 3.8), effective July 28, 2026. |
| 10.1 |
|
Release and Separation Agreement between Mangoceuticals, Inc. and Jacob D. Cohen. |
| 99.1 |
|
Press Release dated July 30, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
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 any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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:
July 30, 2026
| |
MANGOCEUTICALS,
INC. |
| |
|
|
| |
By: |
/s/
Jacob D. Cohen |
| |
Name: |
Jacob
D. Cohen |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Mangoceuticals
Announces Business Combination Agreement with Nuclea Energy Inc. to Advance Next-Generation Nuclear Microreactor Technology
Business
Combination Agreement to Bring Nuclea’s Lead-Cooled Morpheus Microreactor to the Public Markets Amid Surging Power Demand from
AI and Data Centers
DALLAS,
TEXAS – July 30, 2026 - Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”) today
announced that it has entered into a definitive business combination agreement (the “Agreement”) with Nuclea Energy Inc.
(“Nuclea”), an advanced nuclear technology company founded in August 2023 and headquartered in Mississauga, Ontario, developing
the Morpheus microreactor, a lead-cooled, factory-built micro-modular reactor. Nuclea is advancing its Morpheus nuclear reactor from
the current design stage through an 18-month development roadmap toward regulatory and commercial readiness.
Pursuant
to the terms of the Agreement, a newly formed subsidiary of Mangoceuticals will amalgamate with Nuclea, with the resulting company continuing
as an indirect wholly owned subsidiary of Mangoceuticals. In connection with the amalgamation, holders of Nuclea common shares will receive
exchangeable shares of a Mangoceuticals subsidiary (the “Exchangeable Shares”), exchangeable on a one-for-one basis for shares
of Mangoceuticals common stock and carrying economic and voting rights intended to be substantially equivalent to those of Mangoceuticals
common stock, subject to the Nasdaq Cap (as described below).
“The
scale of capital being committed to power the AI build-out is enormous, and we believe advanced nuclear and microreactors will be a critical
part of how that demand is met. Nuclea brings a differentiated, inherently safe reactor design, a strong technical and regulatory team,
and a clear roadmap to commercialization, and we are excited to bring this opportunity to our shareholders,” said Jacob Cohen,
Chief Executive Officer of Mangoceuticals, Inc.
Electricity
demand in the United States is projected to rise sharply after two decades of being largely flat, driven substantially by the build-out
of artificial intelligence infrastructure and hyperscale data centers, as well as electrification and the reshoring of domestic manufacturing.
The Company believes nuclear power is one of the few proven, scalable technologies capable of delivering the continuous, carbon-free
baseload electricity this demand requires, and that advanced microreactors are particularly well suited to serve data centers, defense
installations, and remote or off-grid sites that cannot be efficiently served by the grid or by intermittent renewable generation.
The
advanced nuclear and microreactor sector is benefiting from significant U.S. policy tailwinds that are accelerating licensing pathways
and unlocking substantial government support. The bipartisan ADVANCE Act (signed into law in July 2024) (DOE announcement; Pub. L.
118-67) specifically directs the Nuclear Regulatory Commission to develop performance-based, risk-informed guidance and strategies
for licensing and regulating microreactors within 18 months (NRC page), while also reducing fees for advanced reactor applicants,
authorizing prizes for first movers, and streamlining reviews at brownfield and DOE sites (Senate summary). Complementing this,
the Department of Energy has made available significant capital, including a re-issued $900 million solicitation focused on commercial
deployment of American-made small modular reactors (with up to $800 million earmarked for first-mover utility-vendor-constructor teams)
(DOE $900M solicitation) and ongoing support through its Microreactor Program for R&D, testing infrastructure (such as MARVEL
and MAGNET) (DOE Microreactor Program; MARVEL page), and related initiatives under the broader Office of Nuclear Energy
budget. These federal measures, alongside growing state-level nuclear development funds and executive emphasis on nuclear power to meet
surging AI and data-center demand (White House EO – Deploying Advanced Nuclear Reactor Technologies for National Security;
DOE Fact Sheet), are creating a more favorable environment for early-stage developers to advance designs toward commercialization.
Nuclea’s
Morpheus microreactor is a lead-cooled, graphite-moderated design in the conceptual design stage, scalable from approximately 3.5 MWe
to 50 MWe of output. The design incorporates several inherent safety characteristics associated with lead coolant, including a high boiling
point that provides a substantial thermal margin, near-atmospheric operating pressure, passive natural-convection cooling that does not
require pumps, and the absence of water or steam within the reactor. Nuclea has also developed a proprietary, patent-pending annular
fuel configuration designed to extend the reactor’s refueling cycle to up to 5 years, well beyond the industry standard of 1.5
years. The reactor is designed to be factory-fabricated and transportable via standard rail and road shipping methods (approximately
3m³ core module), and Nuclea has identified potential use cases across data centers, defense and military installations, remote
mining operations, and remote communities currently reliant on diesel generation.
The
Company believes Nuclea is positioned to benefit from several tailwinds specific to advanced nuclear, including growing hyperscaler and
government interest in on-site and co-located power for data centers, the potential for factory-built and transportable reactors to shorten
construction timelines and reduce capital costs relative to conventional nuclear plants, and increasing policy support for domestic advanced
reactor licensing and deployment.
“This
agreement gives Nuclea a faster path to the public markets at a defining moment for our industry. Demand for continuous, carbon-free
power is accelerating, and microreactors are built to serve the data centers, defense installations and remote sites that the grid cannot
efficiently reach. As a public company, we will have the capital access and visibility to advance Morpheus toward first-of-a-kind delivery
and to execute on our commercialization roadmap,” said Josef Freundorfer, Chief Executive Officer of Nuclea Energy Inc.
The
closing of the transaction is expected to occur prior to receipt of the Required Approvals (as defined below). Until such time as both
(i) Mangoceuticals stockholder approval and (ii) Nasdaq approval of the initial listing application (collectively, the “Required
Approvals”) have been obtained, the aggregate economic rights, voting rights and exchange rights attributable to the Exchangeable
Shares, together with any Mangoceuticals common stock issued in connection with the transaction, will be limited by a cap equal to 19.99%
of the outstanding Mangoceuticals common stock immediately prior to closing (the “Nasdaq Cap”). No Exchangeable Shareholder
will be entitled to receive, exercise or realize any economic, voting or exchange rights in excess of the Nasdaq Cap until the Required
Approvals have been obtained. Following receipt of the Required Approvals, the Exchangeable Shares will provide holders with the full
economic, voting and exchange rights contemplated by the Agreement, and Mangoceuticals will take all actions necessary to permit the
issuance and realization of all rights previously restricted by the Nasdaq Cap.
The
transaction is intended to provide Nuclea with a public listing on Nasdaq to support the continued development and commercialization
of its advanced nuclear technology, and to give current Mangoceuticals’ shareholders exposure to the advanced nuclear sector at
a time when demand for reliable, carbon-free electricity is accelerating.
The
transaction has been approved by the Boards of Directors of both Mangoceuticals and Nuclea. Because the number of shares issuable in
the transaction would exceed 19.99% of Mangoceuticals’ outstanding common stock, completion of the transaction requires Mangoceuticals
stockholder approval under applicable Nasdaq rules. Following the initial closing, Mangoceuticals intends to file a registration statement
on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), which will include a proxy statement to solicit
stockholder approval for the issuance of Mangoceuticals common stock in excess of the Nasdaq Cap and other related proposals.
Joseph
Gunnar & Co., LLC is serving as the exclusive financial advisor for the transaction.
For
more information and to review a copy of the signed Agreement, please refer to the Form 8-K as filed by the Company with the SEC concurrent
with this press release at www.SEC.gov.
About
Nuclea Energy Inc.
Nuclea
Energy Inc. is a development-stage advanced nuclear technology company headquartered in Mississauga, Ontario, developing the Morpheus
microreactor, a lead-cooled, graphite-moderated micro-modular reactor designed to be factory-built, transportable and scalable from approximately
3.5 MWe to 50 MWe. Nuclea’s business model centers on acting as a technology integrator and intellectual property holder: the company
focuses on the proprietary reactor core, including its non-pressurized reactor vessel, internal fuel channel assemblies and lead coolant
systems, while partnering with third parties for power conversion and balance-of-plant components. The company is pursuing regulatory
pathways in Canada through the CNSC Vendor Design Review process and in the United States through NRC Standard Design Approval and has
conducted preliminary pre-application engagements consistent with its capital-efficient approach to development. Nuclea is targeting
applications across data centers, defense installations, remote industrial operations and off-grid communities. For more information
about Nuclea Energy, please visit https://www.nuclea.energy/.
Leadership,
Board of Directors and Advisory Board
Nuclea’s
leadership team combines operational, technical, financial and strategic expertise. Josef Freundorfer serves as Chief Executive Officer
and is also President of Nuclear Potential Canada, bringing leadership experience in operations, engineering and project management together
with nuclear advocacy. Sagar Sanghera, Co-Founder, Chairman and President, drives strategy and partnerships with a background spanning
AgTech, defense and banking technology sectors. Anna Skowron, Chief Financial Officer, is a licensed CPA with more than 14 years of experience
in financial reporting, compliance, corporate governance and capital markets. Dr. Eleodor Nichita, Co-Founder and Head of Reactor Design,
is an award-winning reactor physics expert, Associate Professor at Ontario Tech University and former President of the Canadian Nuclear
Society. The Board of Directors includes independent directors Dr. Subhash Paluru, a former Acting Deputy Assistant Secretary at the
U.S. Department of Energy with expertise in grid modernization and cybersecurity; John McVey, a seasoned leader with over 35 years in
the mining and energy sectors including senior roles at SNC-Lavalin and Ultra Safe Nuclear; Magaly Bianchini, an experienced public company
director with a background in real estate, construction and renewable energy; and George Kovalyov, a Chartered Professional Accountant
with extensive public markets and corporate finance experience. Nuclea’s advisory board further strengthens its regulatory and
technical capabilities, including Jay Patel, a former U.S. Nuclear Regulatory Commission specialist in nuclear safety and licensing;
Dr. Michael Binder, former President and CEO of the Canadian Nuclear Safety Commission from 2008 to 2018; Alnoor Bhaloo, a veteran nuclear
consultant with leadership roles at ENEC, OPG and NB Power; Bilal Cheema, a policy advisor with experience counseling federal ministers
and advancing Indigenous partnerships; and Suraj Persaud, Lead Consultant at Nuclear Materials Degradation Consulting, Associate Professor
at Queen’s University and UNENE Research Chair specializing in corrosion control for small modular reactors.
About
Mangoceuticals, Inc.
Mangoceuticals,
Inc., through its subsidiary Mango and Peaches Corp., and its brand, MangoRx, is continued to be 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.
Additional
Information
In
connection with the proposed transaction, Mangoceuticals intends to file relevant materials with the SEC, including a registration statement
containing a proxy statement in connection with the stockholder approval described above. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free
copies of these documents through the website maintained by the SEC at www.sec.gov, or by directing a request to Mangoceuticals.
Participants
in the Solicitation
Mangoceuticals,
Nuclea and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed
to be participants in the solicitation of proxies from Mangoceuticals’ stockholders in connection with the transaction. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of Mangoceuticals’ executive
officers and directors in its most recent Annual Report on Form 10-K and other filings with the SEC. Additional information regarding
the persons who may be deemed participants in the solicitation and their interests will be set forth in the proxy statement and other
relevant materials when they become available.
No
Offer or Solicitation
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the
proposed transaction and its expected structure, timing and completion; the anticipated ownership percentages of Mangoceuticals following
closing; the anticipated benefits of the transaction to Mangoceuticals’ stockholders; projected electricity demand; and the development,
licensing, commercialization and performance of the Morpheus microreactor, which remains in the conceptual design stage. Forward-looking
statements are based on current expectations and assumptions and are subject to significant risks and uncertainties, including the risk
that the transaction may not be completed on the anticipated terms or timing, or at all; the ability to obtain required regulatory, Nasdaq
and stockholder approvals; the ability to obtain nuclear licensing approvals; the availability of capital; and technology development
risks. Actual results may differ materially from those expressed or implied. Neither Mangoceuticals nor Nuclea undertakes any obligation
to update forward-looking statements except as required by law.
FOR
INVESTOR RELATIONS
Nuclea
Energy Inc.
CORE IR
ir@nuclea.energy
(437) 784-1600
Mangoceuticals, Inc.
investors@mangorx.com
