Mangoceuticals, Inc.

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. To the extent required by Item 2.01, the information set forth in Item 1.01 above is incorporated by reference into this Item 2.01. To the extent that the sale of the 25% ownership interest in MangoRx IP constituted or will constitute a significant disposition for purposes of Item 2.01 of Form 8-K; the Company has determined that no pro forma information is required pursuant to Item 9.01 of Form 8-K because MangoRx IP is not a ‘business.’

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. MangoRx IP and the Company claim an exemption from registration for the issuance of the membership interests to the Investors (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 interests did not involve a public offering and the Investors were “ accredited investors ”. 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 7.01 Regulation FD Disclosure. On October 1, 2026, the Company issued a press release discussing the investments discussed in