Opening the filing
8-K
Item 1.01 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 of the Investors agreed to purchase 12.5% of MangoRx IP for an aggregate of $1,250,000, payable (a) $500,000 immediately upon entry into its applicable Subscription Agreement (in cash or Tether (USDT)); and (b) $750,000 no later than the 60 th day following the initial closing date, and the other Investor agreed to purchase 12.5% of MangoRx IP for an aggregate of $1,250,000, payable on the initial closing date. As of the date of this filing, the Company has received a total of $1,750,000 from the Investors and have issued the Investors 18.9% of the ownership interests of MangoRx IP (17.5% on a post-transaction basis), which will increase to 25% upon the final closing discussed above. The Subscription Agreements included customary representations and warranties of the parties.
The description of the Subscription Agreements above is not complete and is qualified in its entirety by the full text of the form of Subscription Agreements, a copies of which are attached hereto as Exhibits 10.1 and 10.2 , and which are incorporated by reference into this Item 1.01 in its entirety by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Exhibit 99.1
Mangoceuticals Secures $2.5 Million Strategic Investment in MangoRx IP Holdings; Receives Initial $1.75 Million Tranche
Subsidiary-Level Investment Provides Capital to Advance Commercialization of the Company’s Antiviral Intellectual Property Portfolio with No Issuance of MGRX Common Stock DALLAS, TEXAS, October 1, 2026 (GLOBE NEWSWIRE)
– Mangoceuticals, Inc. (NASDAQ: MGRX) (”Mangoceuticals” or the ”Company”), a company focused on developing, marketing, and selling health and wellness products through a secure telemedicine platform under the brands MangoRx and PeachesRx, today announced that its former wholly-owned subsidiary, MangoRx IP Holdings, LLC (”MangoRx IP”), has entered into subscription agreements with two strategic investors for an aggregate investment of $2.5 million directly into MangoRx IP, and has received the first tranche of $1.75 million due thereunder. Importantly, the investments are being made at the subsidiary level and do not involve the issuance of any shares of Mangoceuticals common stock, warrants or other securities of the publicly-traded parent company. Accordingly, the transactions do not increase the number of outstanding shares of Mangoceuticals or otherwise impact the Company’s public capitalization structure.
Under the terms of the agreements, the investors have committed to purchase an aggregate 25% membership interest in MangoRx IP for $2.5 million, payable in two tranches.
The initial tranche consists of the equivalent of a 17.5% membership interest on a post-acquisition basis for $1.75 million, and the second tranche consists of the remaining 7.5% membership interest for $750,000, payable within 60 days following the initial closing, or by November 28, 2026, subject to the terms and conditions of the applicable subscription agreement.
We believe that the investment positions MangoRx IP to pursue opportunities across the full scope of its patent portfolio, which covers oral-surface administered preparations designed to help prevent illnesses acquired through the oral cavity and pharynx. In addition to poultry applications, we believe the technology has potential applications in livestock feed and water additives and in human oral-care formats, including toothpaste, mouthwash, lozenges, and oral sprays. According to Fortune Business Insights, the global oral care market was valued at approximately $34.8 billion in 2025, and the global feed additives market was valued at approximately $39.8 billion in 2025. The Company believes both markets are seeing growing demand for natural, non-antibiotic solutions, and that this breadth of application, supported by granted and pending patents across major markets, gives MangoRx IP multiple paths to potential monetization.
”We believe that this investment represents an important validation of the value we have built within MangoRx IP Holdings and provides us with additional capital to advance the next phase of commercialization, without issuing a single share of MGRX common stock,” said Jacob Cohen, Founder and Chief Executive Officer of Mangoceuticals. ”We deliberately structured this investment at the subsidiary level to accomplish two key objectives: bring in strategic outside capital to help fund the commercialization of our intellectual property portfolio, while preserving the capital structure of Mangoceuticals and limiting dilution to our public shareholders. We also believe that having strategic investors aligned with MangoRx IP further strengthens our position as we pursue potential licensing, distribution and other commercialization opportunities.”