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…

Entry into a Material Definitive Agreement. Private Placement Subscription MangoRx IP On September 30, 2026, MangoRx IP Holdings, LLC, a Texas limited liability company (“ MangoRx IP ”), the wholly-owned subsidiary of Mangoceuticals, Inc. (the “ Company ”, “ we ” and “ us ”), which holds the patent portfolio behind MGX-0024, the Company’s antiviral technology, entered into Subscription Agreements with two accredited investors (the “ Investors ”). Pursuant to the Subscription Agreements, one o…

in its entirety. MangoRx IP and the Company claim an exemption from registration for the issuance of the membership interests to the Investors (as discussed in Item 1.01 , above), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), since the offer and sale of such interests did not involve a public offering and the Investors were “ accredited investors ”. The securities were offered without any general solicitation by…

To the extent that the sale of the 25% ownership interest in MangoRx IP constituted or will constitute a significant disposition for purposes of

Termination of a Material Definitive Agreement. Termination of Business Combination Agreement with Nuclea Energy Inc. On August 19, 2026, Mangoceuticals, Inc. (the “Company” or “MGRX”) and Nuclea Energy Inc. (“Nuclea”) mutually agreed to terminate that certain Business Combination Agreement, dated as of July 29, 2026 (the “BCA”), among the Company, Nuclea, and the Principal Nuclea Shareholders and Mango Principals party thereto, pursuant to Section 12.1(a) of the BCA. The BCA contemplated a s…

Other Events. As previously disclosed, on February 4, 2026, Mangoceuticals, Inc. (the “Company”) received a deficiency notification letter from the Listing Qualifications Staff (the “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)…

Chief Executive Officer: The CEO has departed without a specified successor.

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 amalga…

Entry into a Material Definitive Agreement. Private Placement Subscriptions On June 29, 2026, Mangoceuticals, Inc. (the “ Company ”, “ we ” and “ us ”) entered into a Subscription Agreement with an accredited investor (the “ Investor ”), pursuant to which the Investor purchased 850,000 shares of restricted common stock from the Company, for $0.32 per share, or a total of $272,000. The Subscription Agreement included customary representations and warranties of the Investor and the Company and…

in its entirety. The Company claims an exemption from registration for the issuance of the shares to the Investor (as discussed in Item 1.01 , above), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), since the offer and sale of such shares did not involve a public offering and the recipient was an “ accredited investor ” and had access to similar information as would be included in a registration statement under th…

Jacob Cohen: The CEO's stock options were repriced to a new exercise price.

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…

Entry into a Material Definitive Agreement. On December 18, 2025, Mangoceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to such investor (a) in a registered direct offering, (A) 1,430,502 shares (the “Common Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at an offering price of $1.295 per sha…

Unregistered Sales of Equity Securities. The applicable information set forth in

Entry into a Material Definitive Agreement. On December 17, 2025, Mango DAT, LLC (“Mango DAT”), a wholly owned subsidiary of Mangoceuticals, Inc. (the “Company”) and Cube Operations LLC (“Cube”) entered into a Master Services Agreement (the “Agreement”). Pursuant to the Agreement, Cube is providing Mango DAT access to Cube’s proprietary platform (www.cube.exchange) (including any supporting services thereto), enabling Mango DAT to securely store, manage and administer its holdings of digital…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Tiger Cub Trust Promissory Note Promissory Note On December 4, 2025, Mangoceuticals, Inc. (the “ Company ”, “ we ” and “ us ”), borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen (“ Tiger Cub ”), and entered into a Promissory Note with Tiger Cub to evidence such loan. The Promissory Note has a principal balance of $75,000. The Promissory Note bears interest at a…

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 consisti…

The filing appears to be a placeholder or incomplete, and does not specify any specific management change.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

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.

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…

in its entirety. The Company claims an exemption from registration for the issuance of the shares to the Investors (as discussed in Item 1.01 , above), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), since the offer and sale of such shares did not involve a public offering and the recipients were “ accredited investors ” and had access to similar information as would be included in a registration statement under t…

Entry into a Material Definitive Agreement. Private Placement Subscriptions On August 26, 2025 and August 29, 2025, Mangoceuticals, Inc. (the “ Company ”, “ we ” and “ us ”) entered into four Subscription Agreements with five accredited investors (the “ Investors ”), pursuant to which the Investors purchased an aggregate of 709,677 shares of restricted common stock from the Company, for $1.55 per share, or a total of $1,100,000. The Subscription Agreements included customary representations a…

Completion of Acquisition or Disposition of Assets. The information set forth in