MANGOCEUTICALS, INC.

false 0001938046 0001938046 2026-08-04 2026-08-04 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): August 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 8.01 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)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until August 3, 2026, to regain compliance with the minimum bid price requirement (the “Bid Price Requirement”). On August 4, 2026, the Company received a letter (the “Second Notice”) from Nasdaq advising that the Staff has determined that the Company is eligible for an additional 180 calendar day compliance period, or until February 1, 2027 (the “Second Compliance Period”), to regain compliance. According to the Second Notice, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and (ii) the Company’s written notice of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary. The Second 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 will take all necessary actions to resolve this listing deficiency. On August 4, 2026, the Company issued a press release announcing the receipt of the Second Notice and commenting on the Company’s recently announced entrance into a business combination agreement with Nuclea Energy Inc. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 99.1 Press release dated August 4, 2026 titled Mangoceuticals Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Requirement and Comments on Nuclea Energy Business Combination 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: August 4, 2026 By: /s/ Jacob D. Cohen Jacob D. Cohen Chief Executive Officer