8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 16, 2026

MANGOCEUTICALS,

INC.

(Exactname of registrant as specified in its charter)

Texas	001-41615	87-3841292
(State<br> or Other Jurisdiction<br><br> of Incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> Identification No.)
17130 N. Dallas Parkway, Suite 240<br><br> <br>Dallas, Texas	75248
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (214) 242-9619

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, par value $0.0001 per share	MGRX	The<br> Nasdaq Stock Market LLC<br><br> <br>(Nasdaq<br> Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.

On March 16, 2026, upon the recommendation of the compensation committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Mangoceuticals, Inc. (the “Company”), and pursuant to the authority provided to the Board pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended and restated, which has previously been approved by the stockholders of the Company, the Board approved an option repricing (the “Repricing”) of the outstanding stock options held by the Company’s Chief Executive Officer and Chairman, Jacob Cohen, as of March 16, 2026 (the “Effective Date”). As permitted under the terms of the Company’s equity plans, the exercise price of each outstanding stock option with an exercise price held by Mr. Cohen was reduced to an amount which exceeded the closing price of the Company’s common stock on the Effective Date, which was $0.45 per share (the “New Exercise Price”).

In total the following options held by Mr. Cohen were re-priced to have an exercise price equal to the New Exercise Price: (a) options to purchase 50,000 shares of the Company’s common stock with an original exercise price of $16.50 per share, granted to Mr. Jacob Cohen on August 31, 2022; (b) options to purchase 83,333 shares of the Company’s common stock with an original exercise price of $4.80 per share, granted to Mr. Cohen on December 28, 2023; and (c) options to purchase 2,000,000 shares of the Company’s common stock with an original exercise price of $2.30 per share, granted to Mr. Cohen on September 9, 2025.

Mr. Cohen, as an interested director, recused himself from the Board vote on the approval of the Repricing. The remaining disinterested directors of the Board approved the Repricing in good faith, upon recommendation of the Compensation Committee and Audit Committee of the Board, after careful consideration of various alternatives and a review of other applicable factors.

A copy of the amendment to Mr. Cohen’s option agreements is attached hereto as Exhibit 10.1 and incorporate by reference herein.

Item7.01 Regulation FD Disclosure.

On March 17, 2026, the Company issued a press release announcing the filing of a lawsuit against a former consultant.

The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1*	Mangoceuticals, Inc. Amendment to Stock Option Agreements (Jacob Cohen), dated March 16, 2026
99.1**	Press release dated March 17, 2026
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

Forward-LookingStatements

This Current Report and the press release attached as Exhibit 99.1 to this Current Report may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its SEC filings or public disclosures, except as provided by law. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MANGOCEUTICALS, INC.
Date:<br> March 17, 2026	By:	/s/ Jacob D. Cohen
		Jacob<br> D. Cohen
		Chief<br> Executive Officer

Exhibit10.1

MANGOCEUTICALS,INC.

AMENDMENTTO STOCK OPTION AGREEMENTS

This Amendment (this “Amendment”) is made and entered into effective as of March 16, 2026 (the “AmendmentEffective Date”), by Mangoceuticals, Inc., a Texas corporation (the “Company”), with respect to each and every Stock Option Agreement (collectively, the “Option Agreements” and each an “OptionAgreement”) previously entered into between the Company and Mr. Jacob Cohen (the “Optionee”) evidencing all outstanding Options granted to the Optionee under the 2022 Equity Incentive Plan (as amended and restated, the “Plan”), regardless of grant date or original exercise price. Certain capitalized terms used herein have the meanings given to such terms in the Plan.

RECITALS:

WHEREAS, each Option Agreement was entered into pursuant to the Plan and evidences one or more Options to purchase shares of the Company’s Common Stock;

WHEREAS, Section 7(b)(xii) of the Plan expressly authorizes the Board of Directors of the Company (the “Board”), at any time and from time to time, to effect the reduction of the exercise price of any outstanding Option, subject only to the consent of any Participant whose Award is Materially Impaired (as defined in Section 14(ee) of the Plan);

WHEREAS, Section 14(ee) of the Plan provides that an amendment does not Materially Impair a Participant’s rights (and therefore does not require the Participant’s consent) if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially adversely affect the Participant’s rights, and expressly states that lowering the exercise price of an Option to current fair market value is beneficial to the Participant and is not a Materially Impairing action;

WHEREAS, on March 16, 2026, the Compensation Committee of the Board, the Audit Committee of the Board, and the Board itself, each adopted resolutions pursuant to a unanimous written consent without meeting (the “Consent”), approving the repricing of all outstanding Options held by the Optionee and expressly determining that such repricing does not Materially Impair the Optionee’s rights under the Plan or any Option Agreement;

WHEREAS, the Consents further authorize the Company to amend each Option Agreement unilaterally, without the Optionee’s consent or signature, to reflect the new exercise price; and

WHEREAS, the Board has determined, and the Company hereby confirms, that the repricing effected by this Amendment is not a Materially Impairing action under the Plan and therefore requires no consent or signature from the Optionee.

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NOW,THEREFORE, the Company hereby amends each Option Agreement as follows (effective as of the Amendment Effective Date and without requiring any action, consent, or signature by the Optionee):

Section1. Amendment of Exercise Price. The Exercise Price per Share (as set forth in each Option Agreement) for all outstanding Options subject to such Option Agreement is hereby amended and restated as follows, and the new Exercise Price per Share shall be inserted into each Option Agreement as follows:

NewExercise Price: $0.45*.*

All other terms of each Option Agreement (including vesting, expiration, and number of shares) remain unchanged.

Section2. Ratification. Except as expressly amended by this Amendment, all terms, conditions, and provisions of each Option Agreement and the Plan are ratified and confirmed and shall continue in full force and effect.

Section3. No Optionee Consent Required. This Amendment is being executed and delivered unilaterally by the Company pursuant to the express authority granted to the Board under Sections 7(b)(xii) and 14(ee) of the Plan and the Consent. No signature, consent, or acknowledgment by the Optionee is required or requested for this Amendment to be fully effective and binding.

Section4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles.

Section5. Counterparts. This Amendment may be executed in counterparts (including by electronic signature), each of which shall be deemed an original.

INWITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer as of the Amendment Effective Date.

Mangoceuticals,Inc.
By:	/s/ Eugene M. Johnston
Name:	Eugene M. Johnston
Title:	Chief Financial Officer

| Mangoceuticals, Inc.<br><br>Amendment to Stock Option Agreements<br><br>Page 2 of 2 |

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Exhibit 99.1

MangoceuticalsAnnounces Lawsuit Seeking Damages Exceeding $73 Million Against Former Technology Consulting and Software Development Firm, Clarity Ventures,Inc.

Dallas, Texas, March 17, 2026 (GLOBE NEWSWIRE) — Mangoceuticals, Inc. (NASDAQ: MGRX) (“Mangoceuticals,” the “Company,” or “MangoRx”), a company focused on developing, marketing, and selling health and wellness products through a secure telemedicine platform under the brands MangoRx and PeachesRx, today announced that it has filed a civil lawsuit against Clarity Ventures, Inc., its former technology consulting and software development firm (“Clarity”).

The lawsuit, filed in Texas state court, seeks damages exceeding $73 million, exclusive of interest, costs, and attorneys’ fees. The Company alleges that Clarity failed to deliver a fully functional, HIPAA-compliant enterprise resource planning (“ERP”) and eCommerce 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 vigorously 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 eCommerce platform designed to support its operations. The Company’s current platform was developed internally and does not rely on Clarity’s technology. Management believes this new platform has contributed to improvements in customer acquisition, order fulfillment, and overall operating performance.

All allegations remain subject to the litigation process and have not been proven in a court of law.

AboutMangoceuticals, Inc.

MangoRx is focused on developing a variety of men’s health and wellness products and services via a secure telemedicine platform. To date, the Company currently offers pharmaceutical-based products specifically related to the treatments of erectile dysfunction, hair growth, hormone replacement therapies, and weight management. Interested consumers can use MangoRx’s telemedicine platform for a smooth experience. Prescription requests will be reviewed by a licensed medical provider and, if approved, fulfilled and discreetly shipped through MangoRx’s partner compounding pharmacy and right to the patient’s doorstep. To learn more about MangoRx’s mission and other products, please visit www.MangoRx.com.

CautionaryNote Regarding Forward-Looking Statements

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” “up to” or similar words or phrases. These forward-looking statements include, but are not limited to, statements regarding the Company’s claims in the litigation described above, the Company’s expectations regarding the outcome of the litigation, potential damages, the Company’s ability to defend against counterclaims, the possibility of adverse rulings or judgments, the availability or amount of recoverable damages, the costs associated with litigation, the potential for settlement, and other factors that may affect the outcome or timing of the proceedings; the review and evaluation of strategic transactions and their impact on shareholder value; the process by which the Company engages in evaluation of strategic transactions; the outcome of potential future strategic transactions and the terms thereof; macroeconomic, industry and market conditions, including inflation, interest rate volatility, recessionary trends, financial market disruptions, changes in regulatory or political environments, and other factors beyond the Company’s control that could adversely affect its business, financial condition and results of operations; our ability to meet the continued listing requirements of Nasdaq and maintain the listing of our common stock on Nasdaq, including as a result of our current non-compliance with certain listing standards relating to our stock price; our ability to successfully undertake a crypto treasury strategy in the future; risks related to the significant number of shares in the public float, our share volume, the effect of sales of a significant number of shares in the marketplace; dilution caused by offerings; conversion of outstanding shares of preferred stock and the rights and preferences thereof, the fact that we have a significant number of outstanding warrants to purchase shares of common stock and other convertible securities, the resale of which underlying shares have been registered under the Securities Act of 1933, as amended, dilution caused by exercises/conversions thereof, overhang related thereto, and decreases in the trading price of our common stock caused by sales thereof; our ability to build and maintain our brands; cybersecurity, information systems, fraud and website risks; compliance with applicable laws and regulations affecting our operations, products, marketing, manufacturing, labeling and distribution; shipping, production and supply chain delays; reliance on third parties for prescribing, compounding and other key services; product safety risks; macroeconomic and geopolitical conditions, including inflation, interest rates, recessions, pandemics, acts of war, tariffs and trade disruptions; protection of intellectual property; our ability to attract and retain key personnel; potential stock overhang and volatility in the trading price of our common stock; and consumer sentiment and discretionary spending trends. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties.

More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and subsequent reports. These filings are available at www.sec.gov and at our website at https://www.mangoceuticals.com/sec-filings . All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

FOR INVESTOR RELATIONS

Mangoceuticals Investor Relations

Email: investors@mangorx.com