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BCS

Current Report · Items 5.07, 5.08, 8.01 · 8-K

Mangoceuticals, Inc.

MGRXNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Shareholder Director Nominations · Other Events

Item 5.07. Submission of Matters to a Vote of Security Holders. On November 2, 2026, the holder of all 50 issued and outstanding shares of Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”) of Mangoceuticals, Inc.…

Filed Nov 6, 2026Accepted Nov 6, 2026, 5:25 PM ESTCIK 1938046Accession 0001493152-26-050533
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Company context

Current securities

Recent company filings

  1. PRE 14A filingNov 6, 2026
  2. Entry into a Material Definitive AgreementOct 9, 2026
  3. 424B5 filingOct 9, 2026
  4. 4 filingOct 6, 2026
  5. SCHEDULE 13D/A - filed by Cohen Jacob D. regarding MANGOCEUTICALS, INC.Oct 6, 2026

Registered securities in this filing

MANGOCEUTICALS, INC. · 8-K · Filed 2026-11-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.0001 per share

Symbol
MGRX
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-11-02

Dimensions: Not supplied

Accession 000149315226050533 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 5.08, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. On November 2, 2026, the holder of all 50 issued and outstanding shares of Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”) of Mangoceuticals, Inc. (the “ Company ”), acting by written consent in lieu of a meeting, approved the terms of the Series D Preferred Stock (as defined below) and an amendment to the certificate of designations governing the Series B Preferred Stock (the “ Series B Amendment ”). The Company’s Board of Directors previously approved the Series B Amendment and submitted it to the holder of the Series B Preferred Stock for approval. The Series B Preferred Stock written consent and the Series B Amendment approved the final certificate of designations (the “ Series D Designation ”) establishing a new series of the Company’s 8% Series D Convertible Cumulative Preferred Stock (the “ Series D Preferred Stock ”), together with the terms and transactions contemplated thereby, including the sale by the Company in one or more transactions of up to 1,000,000 shares of Series D Preferred Stock, at $10.00 per share, pursuant to a Regulation A offering, the offering and issuance of Series D Preferred Stock and its dividend, liquidation, conversion, pricing, adjustment, Company call, redemption, repurchase, voting and protective provisions. The Series B Amendment recognized the senior dividend and liquidation rights of Series D Preferred Stock and provided the consent and waiver under the existing Series B Preferred Stock designation necessary to permit the approved Series D Preferred Stock transactions. The Series B Amendment is limited to the approved Series D Designation and does not approve subsequent amendments to that designation or unrelated transactions. All other provisions of the existing designation remain unchanged. None of the Series B Amendment, nor the Series D Designation has been filed with the Secretary of State of Texas, and none is currently effective. The Company may determine not to proceed with the proposed Series D offering, in which case these instruments will not be filed or become effective. If the Company proceeds with the filings, it will report their effectiveness and material terms in a subsequent Current Report on Form 8-K as required by applicable Securities and Exchange Commission rules. The holder who executed the written consent represented 100% of the Series B Preferred Stock’s outstanding shares and voting power entitled to approve the Series B Amendment. There were no votes against, abstentions or broker non-votes with respect to the approval. The Series D Preferred Stock and the shares of common stock issuable upon conversion thereof or otherwise pursuant to its terms have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or applicable state securities laws, and may be offered and sold only pursuant to registration or an applicable exemption from registration. This Current Report on Form 8-K is provided for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of the Series D Preferred Stock pursuant to Regulation A under the Securities Act will be made through the applicable offering circular and in accordance with applicable law. No money or other consideration is being solicited by this report, and none will be accepted in response hereto. No sales in the contemplated Regulation A offering will occur before the Securities and Exchange Commission qualifies the applicable offering statement on Form 1-A.
Item 5.08Item 5.08 - Shareholder Nominations
Item 5.08. Shareholder Director Nominations. The information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Combined 2025 and 2026 Annual Meeting On November 4, 2026, the Board of Directors of the Company determined that the Company’s combined 2025 and 2026 Annual Meeting of Shareholders (the “ Annual Meeting ”) will be held at the Company’s offices at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas 75248, on December 30, 2026, provided that the Company reserves the right to change the date of the Annual Meeting prior thereto. The time and location of the Annual Meeting will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission. Shareholders of record of the Company’s common stock at the close of business on November 12, 2026, will be entitled to notice of, and to vote at, the Annual Meeting. The Company, however, reserves the right to change the record date prior to the Annual Meeting. Any shareholder proposal intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting in accordance with Rule 14a-8 or pursuant to the Company’s Bylaws, as amended and restated, must be delivered to, or mailed to and received at, the Company’s principal executive offices at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas 75248, Attention: Corporate Secretary, on or before the close of business on November 16, 2026, which date the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the Annual Meeting. Additionally, any shareholder who intends to submit a director nomination or who intends to submit a proposal regarding any other matter of business at the Annual Meeting other than in accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal is delivered to, or mailed and received at, the Company’s principal executive offices on or before the close of business on November 16, 2026. In addition to complying with this deadline, shareholder proposals intended to be considered for inclusion in the Company’s proxy materials for the Annual Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8, Texas law and the Company’s Bylaws, as amended and restated. Any proposal submitted after the above deadlines will be considered untimely and not properly brought before the Annual Meeting.

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