Every 8-K that Mangoceuticals, Inc. (MGRX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MGRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MGRX filings page.
MANGOCEUTICALS, INC. (MGRX) reported that it has mutually terminated its Business Combination Agreement with Nuclea Energy Inc. The agreement, signed July 29, 2026, had contemplated a strategic business combination between the two companies. Closing was conditioned on completing PIPE financing of at least $15,000,000 and depositing the full proceeds into escrow to be released to MGRX at or immediately after closing. Because the required PIPE Minimum Amount could not be raised on or before the Outside Date of August 21, 2026, the parties determined that the financing conditions to closing could not be satisfied on the contemplated terms and agreed on August 19, 2026 to terminate the agreement. The contract is now void except for specified confidentiality and general provisions that survive termination. Each party will bear its own transaction costs, and the parties have exchanged mutual releases of claims relating to the agreement and ancillary documents, subject to carve-outs for any willful breaches occurring on or before the termination date.
Mangoceuticals, Inc. reported that Nasdaq has granted an additional 180-calendar-day extension, until February 1, 2027, for the company to regain compliance with the Nasdaq Capital Market minimum bid price requirement of $1.00 per share.
The extension was granted because the company meets all other initial listing standards and has indicated it may use a reverse stock split, if needed. The notice does not currently affect trading of the common stock. Mangoceuticals also highlighted its definitive business combination agreement with Nuclea Energy Inc., which is developing the Morpheus microreactor, and described its existing MangoRx men’s health telemedicine business.
Mangoceuticals, Inc. entered into a Business Combination Agreement with Nuclea Energy Inc., using a Canadian exchangeable share structure. Based on an exchange ratio tied to fully diluted share counts and a factor of 24, former Nuclea shareholders are expected to hold about 96% of Mango’s equity on a fully diluted, as‑exchanged basis, with existing Mango stockholders at about 4%, prior to any PIPE share issuance. Until Mango stockholder and Nasdaq approvals are obtained, combined economic, voting and exchange rights are capped at 19.99% of Mango common stock outstanding before closing under a “Nasdaq Cap.” The deal includes a minimum $15,000,000 PIPE financing funded into escrow, multiple regulatory approvals, and voting support agreements covering at least 9,119,823 shares (about 50.1% of current common stock).
Leadership will shift as Nuclea principals assume control roles: Sagar Sanghera will become Executive Chairman and a director, and Josef Freundorfer will become Chief Executive Officer, while Jacob D. Cohen will resign as CEO at closing and serve as President in a consulting capacity. Cohen’s separation package includes $1,500,000 cash at closing, 2,000,000 Mango shares issued on signing, a warrant for $10,000,000 of Mango and Peaches Corp. stock upon Completion, accelerated vesting of all equity awards, and 12 months of company‑paid COBRA. The board also granted an aggregate 400,000 fully vested shares to three directors and the CFO and amended the bylaws to reduce the stockholder meeting quorum from a majority to one‑third of voting power.
Mangoceuticals, Inc. entered into a Subscription Agreement with an accredited investor, selling 850,000 shares of restricted common stock at $0.32 per share for total proceeds of $272,000. The investor receives piggyback registration rights for one year, meaning the shares can be included in certain future registration statements. The shares were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D, with no underwriters, no commissions paid, and standard transfer restrictions and legends applied.
Mangoceuticals, Inc. approved a repricing of stock options held by Chief Executive Officer and Chairman Jacob Cohen as of March 16, 2026. The exercise price on options for 50,000 shares originally priced at $16.50, 83,333 shares at $4.80, and 2,000,000 shares at $2.30 was reset to $0.45 per share, which was the closing price of the company’s common stock on the effective date. Mr. Cohen recused himself, and the remaining disinterested directors approved the change upon recommendations from the compensation and audit committees.
The company also filed a civil lawsuit in Texas state court against its former technology consulting and software development firm, Clarity Ventures, Inc., seeking damages exceeding $73 million, exclusive of interest, costs, and attorneys’ fees. Mangoceuticals alleges Clarity failed to deliver a fully functional, HIPAA-compliant ERP and eCommerce platform, while Clarity denies these allegations and has asserted counterclaims relating to alleged unpaid invoices. Mangoceuticals states that it now operates on an internally developed telehealth and eCommerce platform and that all litigation allegations and counterclaims remain subject to the court process.
Mangoceuticals, Inc. reported new data on its proprietary antiviral compound MGX-0024 for use in poultry. In three commercial field trials in India covering approximately 29,000 broiler chickens, birds receiving MGX-0024 in drinking water had zero respiratory-related mortality, despite historical and neighboring flock data suggesting about 50% respiratory-related deaths.
A separate controlled government study using a highly pathogenic H5N1 strain found that birds pre-treated with MGX-0024 for 48 hours showed up to a 60% reduction in mortality versus untreated controls, longer time to death, and limited viral shedding. The company emphasizes these results are preliminary, subject to further validation, regulatory review, and not yet approved for veterinary use.
Mangoceuticals, Inc. reported early traction for its newly launched all-inclusive injectable testosterone replacement therapy (TRT) program, priced at $99 per month. The offer covers doctor visits, lab work and prescribed medication, delivered via the company’s telemedicine platform under the MangoRx brand.
The company highlighted that month-over-month sales for the injectable TRT program have risen 336% since its mid-December launch, while customer acquisition costs declined 54%. Management views TRT as the primary growth focus and plans to expand both injectable and oral offerings as part of a broader men’s health platform.
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.
Mangoceuticals, Inc. (MGRX) filed a Form 8-K announcing it issued a press release titled “Mangoceuticals Provides Clarification Regarding Availability of Branded GLP,” clarifying a prior press release issued on the same day.
The company furnished the press release as Exhibit 99.1, which is incorporated by reference into the filing. The disclosure is presented under Item 8.01 – Other Events, with no additional transactions or financial results included in this report.
Mangoceuticals (MGRX) reported a corporate update. The company furnished an 8-K noting it issued a press release discussing a partnership with Eli Lilly and Novo Nordisk to deliver affordable access to Zepbound and Wegovy. The press release is included as Exhibit 99.1 and incorporated by reference.
The update was disclosed under Item 8.01 (Other Events). No financial terms or timelines were provided in the excerpt.
Mangoceuticals, Inc. (MGRX) reported multiple corporate actions. The company signed a five-year Lease beginning November 1, 2025 for approximately 2,467 sq. ft. plus 1,253 sq. ft. of shared space at 17130 Dallas Parkway. Monthly Base Rent totals $4,852, and the company will also pay its 14.81% pro‑rata share of taxes, insurance, and common area costs. At signing, it prepaid $6,141 for the first month’s Base and Additional Rent and posted a $14,557 security deposit. The Lease includes a right of first refusal to purchase the Premises.
The company entered into a Separation Agreement with COO Amanda Hammer, whose employment ended October 22, 2025. Mangoceuticals will pay nine months of salary in equal monthly installments starting November 1, 2025, and may request optional consulting at $86 per hour. No material termination penalties were incurred beyond the disclosed separation payments.
Under Item 3.02, holders converted Series B Convertible Preferred Stock into common stock: Indigo Capital LP converted 500 shares into 366,667 common shares at a $1.50 conversion price, and Platinum Point Capital, LLC converted 32 shares into 23,466 common shares at the same price. The company cited the Section 3(a)(9) exemption; resale of conversion shares has been registered on an effective registration statement.
Mangoceuticals, Inc. entered into a private placement of its common stock with accredited investors. The company sold 709,677 shares of restricted common stock at $1.55 per share, raising a total of $1,100,000 in gross proceeds. The investors received piggyback registration rights for one year following the subscription dates, meaning their shares can be included in certain future registration statements if the company registers other shares.
The transaction was completed through four Subscription Agreements with five accredited investors and relied on exemptions from SEC registration under Section 4(a)(2) and/or Rule 506 of Regulation D. There was no general solicitation, no underwriters or agents were involved, and no underwriting discounts or commissions were paid. The issued securities are subject to transfer restrictions and bear legends stating they are unregistered and may only be resold pursuant to registration or a valid exemption.
Mangoceuticals, Inc. filed a Form 8-K reporting entry into a Mutual Rescission and Release Agreement with Navy Wharf, Ltd., effective July 30, 2025, terminating and rescinding the March 24, 2025 Master Distribution Agreement (MSA) that granted exclusive U.S./Canada licensing rights to Diabetinol trade dress and related IP.
Under the original MSA the Company issued 1,000,000 restricted shares to Navy Wharf and agreed to pay 10% of net sales as royalty. The Rescission Agreement provides mutual releases of obligations, requires Navy Wharf to cancel the Navy Shares, and states no material early termination penalties were incurred by the Company. Separately, on July 29, 2025 a warrant holder exercised for 198,000 shares at $1.50, raising $297,000; those shares were issued as 198,000 net shares under an exemption from registration. Exhibit 10.1 (Rescission Agreement) is filed.