Mangoceuticals, Inc. Terminates Business Combination Agreement with Nuclea

What Happened
Mangoceuticals, Inc. (MGRX) announced that it and Nuclea Energy Inc. mutually agreed to terminate the Business Combination Agreement (BCA) dated July 29, 2026. The parties executed the mutual termination on August 19, 2026 after they were unable to finalize PIPE financing of at least $15,000,000 by the BCA Outside Date of August 21, 2026. The BCA is now void except for limited surviving provisions and liability for any willful breaches that occurred before termination.

Key Details

• BCA originally dated: July 29, 2026; mutual termination executed: August 19, 2026.
• PIPE financing required minimum: U.S. $15,000,000 (the “PIPE Minimum Amount”); fundraising condition was not met by the Outside Date (Aug 21, 2026).
• Post-termination effects: certain provisions survive (including confidentiality/access and general provisions); each party bears its own costs; parties exchanged mutual releases except for claims relating to willful pre-termination breaches.
• Filing: Mutual termination letter is attached as Exhibit 10.1 to the 8‑K.

Why It Matters
This termination means the planned strategic business combination and the expected PIPE capital infusion will not occur as contemplated in the BCA. For investors, that represents a concrete change to Mangoceuticals’ previously announced transaction and removes the near-term source of at least $15M in anticipated financing tied to the deal. The filing does not provide alternative financing or transaction plans; it preserves parties’ confidentiality obligations and allows claims only for willful breaches that happened before termination.