Title: Mangoceuticals, Inc.: enters into securities purchase agreement for $492,750 offering

Short description: Mangoceuticals, Inc. filed an 8-K reporting it entered into a securities purchase agreement to sell 657,000 shares and warrants for approximately $492,750.

Summary:

What happened The filing says on Oct 8, 2026, Mangoceuticals, Inc. entered into a securities purchase agreement with certain investors to issue and sell 657,000 shares of common stock and common warrants to purchase up to 657,000 shares, and up to 788,400 shares issuable upon exercise of the warrants, at a combined offering price of $0.75 per share and accompanying warrant for aggregate gross proceeds of approximately $492,750. The filing says the shares and the warrants are immediately separable, the closing was expected on or about Oct 9, 2026, and the company issued a press release on Oct 9, 2026 announcing the closing.

Key details

• 657,000 shares and 657,000 accompanying warrants sold at $0.75 per share and accompanying warrant; aggregate gross proceeds of approximately $492,750.
• Each warrant is exercisable for one share at an exercise price of $1.00, exercisable immediately, and expires five years from issuance; cashless exercise results in a holder receiving a number of shares equal to the shares being exercised multiplied by 1.08.
• Ownership limitation: a holder (with affiliates) may not exercise to the extent it would beneficially own more than 4.99% (or, if elected, 9.99%) of outstanding common stock immediately after exercise; any increase in the limitation takes effect 61 days after notice.
• No placement agent or underwriter was engaged; the offering was made under a Form S-3 registration statement declared effective Jun 24, 2025, with a prospectus supplement dated Oct 8, 2026; net proceeds intended for working capital and general corporate purposes.

Why it may matter This item reports Item 1.01: entry into a material definitive agreement, covering the securities purchase agreement and the related warrants and financing terms disclosed in the filing. The filing does not show why the insider traded or why the company acted.