MANGOCEUTICALS, INC. 8K

Mangoceuticals, Inc. agreed on July 29, 2026 to a cross‑border business combination with Nuclea Energy Inc. that will give Nuclea shareholders about 96% post‑deal ownership via exchangeable shares, contingent on a $15 million PIPE financing, governance changes, and Nasdaq/stockholder approvals under a tax‑free reorganization structure.

On July 29, 2026, Mangoceuticals, Inc. entered into a Business Combination Agreement with Nuclea Energy Inc. to effect a cross‑border business combination via a Canadian exchangeable share and amalgamation structure under which Nuclea will amalgamate with a Mango subsidiary (Amalco Sub) to form Amalco, Nuclea shareholders will receive exchangeable shares of a new Mango subsidiary (ExchangeCo) that are economically and voting‑equivalent to Mango common stock (subject to a 19.99% Nasdaq issuance cap until stockholder and Nasdaq approvals are obtained), and, on an as‑exchanged basis and prior to any PIPE investment, former Nuclea shareholders are expected to own approximately 96% of Mango on a fully diluted basis; the transaction is conditioned on a minimum $15 million PIPE financing, termination of Mango’s current CEO Jacob D. Cohen’s employment and his transition to President and consultant, appointment of Nuclea’s leadership (including Josef Freundorfer as CEO and Sagar Sanghera as Executive Chairman) into Mango’s management and board at closing and completion, and various ancillary agreements (support, voting, lock‑up, trust and exchangeable share provisions) intended to preserve U.S. tax‑free reorganization treatment under Section 368 and to align the rights of exchangeable shareholders with Mango common shareholders while complying with Nasdaq rules.

Filing Facts

CIK

1938046

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-035323

Alert Tier

8