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MGRX News
MGRX Events
Mangoceuticals Enters Business Combination Agreement with Nuclea Energy
Mangoceuticals announced that it has entered into a definitive business combination agreement with Nuclea Energy, an advanced nuclear technology company founded in August 2023 and headquartered in Mississauga, Ontario, developing the Morpheus microreactor, a lead-cooled, factory-built micro-modular reactor. Nuclea is advancing its Morpheus nuclear reactor from the current design stage through an 18-month development roadmap toward regulatory and commercial readiness. Pursuant to the terms of the Agreement, a newly formed subsidiary of Mangoceuticals will amalgamate with Nuclea, with the resulting company continuing as an indirect wholly owned subsidiary of Mangoceuticals. In connection with the amalgamation, holders of Nuclea common shares will receive exchangeable shares of a Mangoceuticals subsidiary, exchangeable on a one-for-one basis for shares of Mangoceuticals common stock and carrying economic and voting rights intended to be substantially equivalent to those of Mangoceuticals common stock, subject to the Nasdaq Cap. Until both Mangoceuticals stockholder approval and Nasdaq approval of the initial listing application have been obtained, the aggregate economic rights, voting rights and exchange rights attributable to the Exchangeable Shares, together with any Mangoceuticals common stock issued in connection with the transaction, will be limited by a cap equal to 19.99% of the outstanding Mangoceuticals common stock immediately prior to closing. The transaction has been approved by the boards of directors of both Mangoceuticals and Nuclea. Joseph Gunnar & Co. is serving as the exclusive financial advisor for the transaction.
Mangoceuticals Sues Clarity Ventures for Over $73M
Mangoceuticals announced that it has filed a civil lawsuit against Clarity Ventures, its former technology consulting and software development firm. The lawsuit, filed in Texas state court, seeks damages exceeding $73M, exclusive of interest, costs, and attorneys' fees. The company alleges that Clarity failed to deliver a fully functional, HIPAA-compliant enterprise resource planning and e-commerce platform that Clarity had been engaged to design and implement in support of the company's operations. Clarity has denied the company's allegations and has asserted counterclaims related to alleged unpaid invoices. The company believes these counterclaims are unwarranted, as all binding and required payments under the applicable agreements were made in full prior to disengaging from Clarity's services. The company intends to pursue its claims and defend against the counterclaims through the litigation process. Following the events described in the complaint, the company independently developed and deployed a new proprietary telehealth and e-commerce platform designed to support its operations. All allegations remain subject to the litigation process and have not been proven in a court of law.
Mangoceuticals Files to Sell 2.64M Shares of Common Stock
Mangoceuticals files to sell 2.64M shares of common stock for holders
Mangoceuticals Partners with Cube Group for Up to $100M Solana Digital Asset Strategy
Mangoceuticals announced an up to $100M Solana-focused digital asset treasury, DAT, strategy in partnership with Cube Group, through its newly formed subsidiary, Mango DAT. This initiative positions Mangoceuticals at the forefront of institutional adoption in the Solana ecosystem, leveraging high-yield opportunities to drive sustainable, non-dilutive growth for shareholders. The Company believes the current crypto market has provided a very strategic opportunity to take advantage of current prices, enabling optimized entry points for long-term value creation.
Mangoceuticals Signs $2.5M Direct Offering Agreement
Mangoceuticals entered into definitive agreements with institutional investors for the purchase and sale of shares of Common Stock and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investors investor warrants. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $2.5M. The entire transaction has been priced at the market under Nasdaq rules. The transactions consisted of the sale of 1,930,502 Common Units, each consisting of one share of Common Stock or one Pre-Funded Warrant and one PIPE Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $1.4245. The offering price per Common Unit is $1.295. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. Aggregate gross proceeds to the Company are expected to be approximately $2.5M. The transactions are expected to close on or about December 19, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. Aegis Capital Corp. is acting as exclusive placement agent for the offerings. Lucosky Brookman is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.
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