MANGOCEUTICALS, INC.

false --12-31 0001938046 0001938046 2026-07-28 2026-07-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): July 28, 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: ☒ 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. 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 amalgamate with Nuclea under the Business Corporations Act (British Columbia). Holders of Nuclea common shares will receive exchangeable shares of ExchangeCo (a wholly-owned subsidiary of Mango), exchangeable on a one-for-one basis for shares of Mango common stock (the “Exchangeable Shares” ). The transaction utilizes a Canadian exchangeable share structure. The exchange ratio is the product of (a) the Fully Diluted Mango Shares divided by the Fully Diluted Nuclea Shares, multiplied by (b) 24. This results (prior to the PIPE Share Issuance, as defined in the BCA) in the former Nuclea shareholders holding approximately 96% of Mango’s equity on a fully diluted, as-exchanged basis, with existing Mango stockholders holding approximately 4%. Until both (i) Mango Stockholder Approval and (ii) Nasdaq approval of the initial listing application (collectively, the “Required Approvals” ) have been obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares, together with any Mango Common Stock issued pursuant to the Transaction, are limited to 19.99% of outstanding Mango Common Stock immediately prior to Closing (the “Nasdaq Cap” ). Following receipt of the Required Approvals, all previously restricted rights will be unlocked. The Transaction is structured in two stages consisting of (i) a closing (the “ Closing ”), which is expected to occur prior to receipt of the Required Approvals and will include completion of the amalgamation, implementation of the exchangeable share structure and concurrent PIPE financing, and (ii) a completion (the “ Completion ”), which will occur following receipt of the Required Approvals and will permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of Mango Common Stock in excess of the Nasdaq Cap and the removal of the Nasdaq Cap restrictions applicable to the Exchangeable Shares. The closing of the Transaction is expected to occur prior to receipt of the Required Approvals. Following closing, the Company will file a registration statement on Form S-4 containing a proxy statement to solicit stockholder approval of the Transaction. The Completion (as defined in the BCA) of the Transaction is expected to occur promptly after receipt of the Required Approvals. The Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) Nuclea Shareholder Approval; (ii) Nasdaq non-objection; (iii) completion of a private investment in public equity ( “PIPE” ) financing of a minimum of $15,000,000 to be funded into escrow and released at closing; (iv) no Material Adverse Effect; (v) regulatory approvals under the Investment Canada Act, Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable; (vi) the Company’s compliance with Nasdaq listing requirements, including receipt of a second 180-day grace period for minimum bid price compliance by August 3, 2026; and (vii) execution of the Cohen Executive Agreements (as defined below). At closing, one Mango Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At closing, one Mango Special Voting Share will be issued to a trustee, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares, subject to the Nasdaq Cap. At or immediately following closing, Sagar Sanghera will be appointed to the Board of Directors and Executive Chairman of the Company, Josef Freundorfer will be appointed Chief Executive Officer of the Company, and Jacob D. Cohen will resign as Chief Executive Officer and be appointed President pursuant to the Cohen Executive Agreements. The Board will be further reconstituted following receipt of the Required Approvals as provided in the BCA. The principal shareholders of Nuclea and certain Mango stockholders, directors, and officers will be subject to lock-up agreements. As a condition to closing, the Company is required to obtain voting support agreements covering not less than 9,119,823 shares of Mango Common Stock, representing not less than approximately 50.1% of the Company’s currently issued and outstanding Common Stock, from Jacob Cohen and his affiliates, directors, officers and other significant stockholders. The BCA contains customary termination provisions. The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. The foregoing description of the BCA does not purport to be complete and is qualified in its entirety by reference to the full text of the BCA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The BCA contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the BCA or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the BCA were made as of a specified date, are modified or qualified by information in o