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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): October 8, 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
1.01 Entry into a Material Definitive Agreement.
On
October 8, 2026, Mangoceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered
direct offering (the “Offering”), (i) 657,000 shares (the “Shares”) of common stock, par value $0.0001 per share
(the “Common Stock”), of the Company, (ii) common warrants to purchase up to 657,000 shares of Common Stock (the “Warrants”),
each exercisable for one share of Common Stock, and (iii) up to 788,400 shares of Common Stock issuable upon exercise of the Warrants
(the “Warrant Shares”). Each Share is being sold together with an accompanying Warrant, at a combined offering price of $0.75
per Share and accompanying Warrant, for aggregate gross proceeds of approximately $492,750. The Shares and the Warrants are immediately
separable and will be issued separately, but must be purchased together in the Offering.
Each
Warrant has an exercise price of $1.00 per share, is exercisable immediately upon issuance and will expire five years from the date of
issuance. The exercise price and number of Warrant Shares are subject to appropriate adjustment in the event of share dividends, share
splits, reorganizations or similar events affecting the Common Stock. In lieu of paying the exercise price in cash, a holder may, at
any time, elect to exercise the Warrants, in whole or in part, by means of a “cashless exercise,” in which case the holder
will receive, without payment of the exercise price, a number of shares of Common Stock equal to the number of shares of Common Stock
for which the Warrant is being exercised multiplied by 1.08, regardless of whether a registration statement covering the Warrant Shares
is then effective. The Warrants contain ownership limitations pursuant to which a holder (together with its affiliates) may not exercise
any portion of its Warrants to the extent that the holder would beneficially own more than 4.99% (or, at the election of the holder,
9.99%) of the Company’s outstanding Common Stock immediately after exercise, provided that any increase in such limitation will
not take effect until 61 days following notice to the Company.
The
Company did not engage any placement agent, underwriter or financial advisor in connection with the Offering.
The
Shares, the Warrants and the Warrant Shares are being offered pursuant to a “shelf” registration statement on Form S-3 (File
No. 333-288039) that was declared effective by the Securities and Exchange Commission (the “Commission”) on June 24, 2025,
and a prospectus supplement relating to the Offering, dated October 8, 2026, filed with the Commission pursuant to Rule 424(b)(5) under
the Securities Act of 1933, as amended. The closing of the Offering is expected to occur on or about October 9, 2026, subject to the
satisfaction of customary closing conditions.
The
Company expects to receive gross proceeds of approximately $492,750 from the Offering, before deducting Offering expenses payable by
the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The
foregoing descriptions of the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by
reference to the Purchase Agreement and the form of Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current
Report on Form 8-K and are incorporated by reference herein.
On October 9, 2026, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
A
copy of the opinion of Lucosky Brookman LLP relating to the validity of the issuance and sale of the Shares, the Warrants and the Warrant
Shares is attached hereto as Exhibit 5.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Common Stock Purchase Warrant |
| 5.1 |
|
Legal Opinion of Lucosky Brookman LLP |
| 10.1* |
|
Securities Purchase Agreement |
| 99.1 |
|
Press Release dated October 9, 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 a supplemental
copy of any omitted schedule or attachment to the SEC 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.
| |
MANGOCEUTICALS,
INC. |
| |
|
|
| Date:
October 9, 2026 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Mangoceuticals
Closes Registered Direct Offering Priced at 74% Premium to Recent Market Close
Transaction
follows a $2.5 million strategic investment commitment at MangoRx IP Holdings to support intellectual property commercialization
DALLAS,
TX / October 9, 2026 / Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals” or the “Company”), a company focused
on developing, marketing and selling health and wellness products through its telemedicine platforms under the MangoRx and PeachesRx
brands, today announced the closing of a registered direct offering with a U.S.-based private investment firm, priced at a premium to
the Company’s recent closing share price. Management believes the transaction reflects investor interest in the Company’s
strategy and long-term opportunities.
The
financing follows the Company’s October 1, 2026 announcement that its subsidiary, MangoRx IP Holdings, LLC (“MangoRx IP”),
entered into agreements for $2.5 million in aggregate strategic investment commitments in exchange for a 25% membership interest in its
subsidiary. MangoRx IP has received $1.75 million of the committed capital, with the remaining $750,000 due by November 28, 2026, subject
to the applicable agreement. This subsidiary-level investment did not require the issuance of Mangoceuticals common stock or other parent-company
securities. The proceeds are intended to advance the commercialization of MangoRx IP’s intellectual property portfolio.
Together,
the transactions provide capital at both the parent and subsidiary levels through distinct structures. The registered direct offering
provides additional working capital to Mangoceuticals, while the subsidiary financing is intended to support intellectual property commercialization
without directly diluting the publicly traded parent’s common stock through a securities issuance.
“We
believe the ability to attract a direct investment at a substantial premium to our recent trading price, shortly after securing strategic
capital commitments for MangoRx IP, is an encouraging development for Mangoceuticals,” said Jacob D. Cohen, Chief Executive Officer.
“These transactions demonstrate our focus on pursuing financing structures suited to different parts of our business. We intend
to build on this momentum as we advance commercialization initiatives and evaluate opportunities to create long-term shareholder value.”
Transaction
Details
The
approximately $500,000 registered direct offering closed on October 9, 2026. The offering was priced at $0.75 per unit, with each unit
consisting of one share of common stock and one warrant. The unit purchase price represents an approximately 74% premium to the Company’s
referenced recent closing share price of $0.43. The transaction’s economic terms are described in the Company's Current Report
on Form 8-K filed with the SEC on October 9, 2026 (the “Form 8-K”). Investors should review the Form 8-K and the offering
documents filed as exhibits to the Form 8-K to understand the potential dilution that could result from exercises of the warrants.
The
offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333-288039) previously filed with the U.S. Securities
and Exchange Commission (SEC) and declared effective by the SEC on June 24, 2025. A final prospectus supplement and accompanying prospectus
describing the terms of the proposed offering were filed with the SEC and are available on the SEC’s website located at www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting the Company at 17130
Dallas Parkway, Suite 240, Dallas, TX 75248, by email at investors@mangorx.com, or by telephone at +1 (214) 242-9619.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
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; and
the commercialization and monetization of MangoRx IP’s intellectual property. 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 Email: investors@mangorx.com
