Mangoceuticals, Inc.

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.