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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): September 15, 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.) |
15110
N. Dallas Parkway, Suite 600
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.
Lease
Agreement
On
October 27, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”)
entered into a Lease Agreement (the “Lease”) with SVHQ, LLC (the “Landlord”) to lease and occupy
approximately 2,467 square feet of office space located at 17130 Dallas Parkway, Dallas, Texas 75248, Suite 245 (the “Premises”).
The Lease also includes the non-exclusive right, in common with Landlord, to use and occupy an adjacent shared space consisting of approximately
1,253 square feet (the “Shared Space”). The Lease has a term of sixty (60) months, commencing on November 1, 2025
and expiring on October 31, 2030, and has a monthly base rent of $4,852, including $3,803 for the Premises and $966 for the Shared Space
(the “Base Rent”). In addition to the Base Rent, the Company is required to reimburse the landlord for its pro-rata
share of all real estate taxes and assessments, insurance, and common area maintenance costs for the building at the rate of 14.81%,
consisting of 11.81% for the Premises and 3.00% for the Shared Space (the “Additional Rent”). Upon the execution of
the Lease, the Company has agreed to prepay the first full month’s Base Rent and Additional Rent, consisting of $6,141, along with
a security deposit equal to $14,557. The Lease includes a right of first refusal to purchase the Premises, but not the Shared Space,
on the same terms and conditions as those offered by Landlord to any bona fide third-party purchaser during the term. The Lease includes
customary representations of the Company and the Landlord.
Hammer
Separation Agreement
On
October 27, 2025, the Company entered into a Separation Agreement with its then Chief Operating Officer, Amanda Hammer (“Hammer”),
pursuant to which (i) Hammer’s employment with the Company was terminated, effective October 22, 2025, and (ii) the Company agreed
to pay Hammer a separation payment consisting of nine (9) months of pay at Hammer’s regular compensation rate (the “Separation
Payment”). The Separation Payment will be paid in equal monthly installments pursuant to the Company’s regular payroll
schedule, commencing November 1, 2025 and continuing for eight (8) months thereafter until paid in full (the “Separation Agreement”).
Pursuant to the Separation Agreement, the Company may, at its discretion, request that Hammer provide consulting or project-based services
related to her former role or areas of expertise at an hourly rate of $86, but any such engagement will be voluntary and subject to a
mutually agreed written statement of work specifying the scope, duration, and services to be rendered. The Separation Agreement includes
a customary release by Hammer, and additional customary confidentiality, non-interference, and mutual non-disparagement provisions.
*
* * * *
The
foregoing description of the Lease and of the Separation Agreement is only a summary of the material terms of each such agreement, does
not purport to be complete and is qualified in its entirety by reference to the full text of the Lease and the Separation Agreement,
which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated into
this Item 1.01 in their entirety, by reference.
Item
1.02 Termination of a Material Definitive Agreement.
The
information set forth in Item 1.01 above relating to the termination of Hammer’s employment with the Company is incorporated
into this Item 1.02 by reference. As a result of the Separation Agreement, Hammer’s Employment Agreement with the Company,
dated effective May 1, 2023 and amended as of February 6, 2025, has been terminated, effective October 22, 2025. No material termination
penalties were incurred by the Company in connection with such termination, except as discussed in Item 1.01, above.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above relating to the Lease is incorporated into this Item 2.03 by reference to the
extent required by Item 2.03 of Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
On
September 15, 2025, Indigo Capital LP, a holder of the Company’s Series B Convertible Preferred Stock, converted 500 shares of
Series B Convertible Preferred Stock (with an aggregate stated value of $500,000) into 366,667 shares of common stock of the Company
pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.
On
October 16, 2025, Platinum Point Capital, LLC, a holder of the Company’s Series B Convertible Preferred Stock, converted 32 shares
of Series B Convertible Preferred Stock (with an aggregate stated value of $35,200) into 23,466 shares of common stock of the Company
pursuant to the terms of such Series B Convertible Preferred Stock, including the current conversion price of $1.50 per share.
We
claim an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”) for such issuances of common stock, as the securities were exchanged by us with our existing security holder in transactions
where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
The
resale of the shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock discussed above has been registered
by the Company under the Securities Act, on a registration statement declared effective by the Securities and Exchange Commission.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth in Item 1.01 above relating to the termination of Hammer’s employment as Chief Operating Officer of
the Company is incorporated into this Item 5.02 by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Lease Agreement
dated as of October 27, 2025 by and between SVHQ, LLC, as Landlord, and Mangoceuticals, Inc., as Tenant |
| 10.2 |
|
Separation
Agreement dated as of October 27, 2025 by and between Mangoceuticals, Inc. and Amanda Hammer |
| 104 |
|
Inline XBRL for the cover page of this Current Report on Form 8-K |
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 28, 2025 |
By: |
/s/
Jacob D. Cohen |
| |
|
Jacob
D. Cohen |
| |
|
Chief
Executive Officer |
