Mangoceuticals, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On October 8, 2026, Mangoceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering (the “Offering”), (i) 657,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, (ii) common warrants to purchase up to 657,000 shares of Common Stock (the “Warrants”), each exercisable for one share of Common Stock, and (iii) up to 788,400 shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”). Each Share is being sold together with an accompanying Warrant, at a combined offering price of $0.75 per Share and accompanying Warrant, for aggregate gross proceeds of approximately $492,750. The Shares and the Warrants are immediately separable and will be issued separately, but must be purchased together in the Offering. Each Warrant has an exercise price of $1.00 per share, is exercisable immediately upon issuance and will expire five years from the date of issuance. The exercise price and number of Warrant Shares are subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting the Common Stock. In lieu of paying the exercise price in cash, a holder may, at any time, elect to exercise the Warrants, in whole or in part, by means of a “cashless exercise,” in which case the holder will receive, without payment of the exercise price, a number of shares of Common Stock equal to the number of shares of Common Stock for which the Warrant is being exercised multiplied by 1.08, regardless of whether a registration statement covering the Warrant Shares is then effective. The Warrants contain ownership limitations pursuant to which a holder (together with its affiliates) may not exercise any portion of its Warrants to the extent that the holder would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately after exercise, provided that any increase in such limitation will not take effect until 61 days following notice to the Company. The Company did not engage any placement agent, underwriter or financial advisor in connection with the Offering. The Shares, the Warrants and the Warrant Shares are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-288039) that was declared effective by the Securities and Exchange Commission (the “Commission”) on June 24, 2025, and a prospectus supplement relating to the Offering, dated October 8, 2026, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The closing of the Offering is expected to occur on or about October 9, 2026, subject to the satisfaction of customary closing conditions. The Company expects to receive gross proceeds of approximately $492,750 from the Offering, before deducting Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The foregoing descriptions of the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the form of Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. On October 9, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. A copy of the opinion of Lucosky Brookman LLP relating to the validity of the issuance and sale of the Shares, the Warrants and the Warrant Shares is attached hereto as Exhibit 5.1.