Mangoceuticals (MGRX) warned by Nasdaq over sub-$1 bid price and listing risk

Rhea-AI Filing Summary

Mangoceuticals, Inc. reported that on February 4, 2026 it received a deficiency notice from Nasdaq because its common stock bid price had closed below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

The company has a 180-calendar day grace period, until August 3, 2026, to regain compliance by having its stock close at or above $1.00 for at least 10 consecutive business days. Nasdaq’s notice does not immediately affect the listing or trading of the stock, and Mangoceuticals plans to monitor its share price and consider options to address the deficiency.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency: Mangoceuticals received a notice that its stock traded below the $1.00 minimum bid for 30 consecutive business days, starting a 180-day clock to regain compliance or face potential delisting proceedings.

Insights

Equity market structure analyst

Nasdaq bid-price deficiency adds listing risk but no immediate delisting.

Mangoceuticals disclosed a Nasdaq notice for falling below the $1.00 minimum bid requirement for 30 consecutive business days. This triggers Listing Rule 5550(a)(2), placing the stock in a formal deficiency status while it remains on the Nasdaq Capital Market.

The company has a 180-calendar day window, until August 3, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. Actual consequences depend on future share-price performance and any actions the company decides to take.

Nasdaq’s letter currently has no effect on trading, but it introduces the possibility of future delisting if compliance is not restored within the grace period, subject to any extensions or additional processes that might be available under exchange rules.

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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): February 4, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 4, 2026, Mangoceuticals, Inc. (the “Company”) received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price of the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company can regain compliance with the minimum bid price requirement at any time within the 180-calendar day period following receipt of the Nasdaq notice, or until August 3, 2026. To regain compliance, the bid price for the Company’s common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days.

Nasdaq’s written notice has no effect on the listing or trading of the Company’s common stock at this time. The Company intends to actively monitor the closing bid price of its common stock and, as appropriate, will consider available options to resolve this listing deficiency.

This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the deficiency within four (4) business days after the date of the deficiency letter.

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: February 6, 2026	By:	/s/ Jacob D. Cohen
		Jacob D. Cohen
		Chief Executive Officer

FAQ

What Nasdaq issue did Mangoceuticals (MGRX) disclose in this 8-K?

Mangoceuticals disclosed it received a Nasdaq deficiency notice because its common stock bid price closed below $1.00 per share for 30 consecutive business days, violating Listing Rule 5550(a)(2). This places the company in non-compliance with Nasdaq’s minimum bid-price requirement.

How long does Mangoceuticals (MGRX) have to regain Nasdaq compliance?

Mangoceuticals has a 180-calendar day grace period, until August 3, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days to satisfy Nasdaq’s Listing Rule 5550(a)(2).

Does the Nasdaq deficiency notice immediately affect Mangoceuticals’ listing?

No, the Nasdaq notice currently has no effect on the listing or trading of Mangoceuticals’ common stock. The shares remain listed on the Nasdaq Capital Market while the company works within the 180-day period to cure the minimum bid-price deficiency.

What must Mangoceuticals (MGRX) do to cure its Nasdaq bid-price deficiency?

To cure the deficiency, Mangoceuticals’ common stock must close at or above $1.00 per share for at least 10 consecutive business days within the 180-day period ending August 3, 2026. Achieving this would restore compliance with Nasdaq Listing Rule 5550(a)(2).

How is Mangoceuticals responding to the Nasdaq non-compliance notice?

Mangoceuticals stated it intends to actively monitor the closing bid price of its common stock and will consider available options to resolve the listing deficiency. The company made this disclosure to comply with Nasdaq Listing Rule 5810(b) and SEC Item 3.01(a).