Mangoceuticals 以每股0.32美元私募發行85萬股，集資27.2萬美元

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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): June 29, 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.

 

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 includes piggyback registration rights for a period of one
year following the dates of the subscription.

 

The
description of the Subscription Agreement above is not complete and is qualified in its entirety by the full text of the form of Subscription
Agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated by reference into this Item 1.01
in its entirety by reference.

 

Item
3.02. Unregistered Sales of Equity Securities.

 

The
information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 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 the Securities Act. The securities were
offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing offers
and sales and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities
contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or
sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such
securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act and any applicable state securities laws.

 

Item
9.01 Exhibits.

 

(d)
Exhibits.

 

 
 Exhibit
 No.
  
 Description

 
 10.1*
  
 Form of Common Stock Subscription Agreement 

 
 104
  
 Cover Page Interactive
 Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 
 

*
Filed herewith.

 

  

  

 

 

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: July 2, 2026
 By:
 /s/
 Jacob D. Cohen

 
  
  
 Jacob D. Cohen

 
  
  
 Chief Executive Officer