MGRX 8-K
Mangoceuticals, Inc. (MGRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
Termination of Business Combination Agreement with Nuclea Energy Inc.
On August 19, 2026, Mangoceuticals, Inc. (the “Company” or “MGRX”) and Nuclea Energy Inc. (“Nuclea”) mutually agreed to terminate that certain Business Combination Agreement, dated as of July 29, 2026 (the “BCA”), among the Company, Nuclea, and the Principal Nuclea Shareholders and Mango Principals party thereto, pursuant to Section 12.1(a) of the BCA.
The BCA contemplated a strategic business combination transaction between the Company and Nuclea (the “Transaction”). As a mutual condition to closing under Section 10.1(k) of the BCA, the parties were required to finalize and execute PIPE financing documentation, with the full proceeds of PIPE financing in an amount not less than fifteen million dollars (U.S. $15,000,000) (the “PIPE Minimum Amount”) deposited into escrow, with such proceeds to be released to the Company simultaneously with or immediately after the closing. Given that the PIPE Minimum Amount could not be raised on or prior to the Outside Date of August 21, 2026, the parties mutually determined that the financing conditions to closing could not be satisfied on the terms contemplated by the BCA.
In connection with the termination of the BCA: (i) the BCA became void and of no further force or effect, except that Section 9.5 (Access and Confidentiality), Section 12.2 and Article 13 (General) survive termination; (ii) no party is relieved of liability for any willful breach of the BCA occurring prior to the termination date; (iii) each party shall bear its own costs and expenses incurred in connection with the BCA and the Transaction; and (iv) the parties exchanged mutual releases of all claims relating to the BCA and ancillary documents, except with respect to any willful breach occurring on or prior to the termination date.
The foregoing description of the mutual termination of the BCA does not purport to be complete and is qualified in its entirety by reference to the full text of the mutual termination letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: August 21, 2026
| MANGOCEUTICALS, INC. | ||
| By: | /s/ Jacob D. Cohen | |
| Name: | Jacob D. Cohen | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
MANGOCEUTICALS, INC.
17130 N. Dallas Parkway, Suite 240
Dallas, Texas 75248
August 19, 2026
Nuclea Energy Inc.
2425 Skymark Ave., Unit 5
Mississauga, Ontario L4W 4Y6 Canada
Attention: Sagar Sanghera, President
Re: Mutual Termination of Business Combination Agreement dated July 29, 2026
Dear Mr. Sanghera:
Reference is made to that certain Business Combination Agreement, dated as of July 29, 2026 (the “BCA”), among Mangoceuticals, Inc. (“Mango” or “MGRX”), Nuclea Energy Inc. (“Nuclea”), and the Principal Nuclea Shareholders and Mango Principals party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA.
As you are aware, MGRX and Nuclea have both worked extensively in pursuing the completion of the Transaction and meeting the conditions to Closing set forth in the BCA. In particular, the BCA requires, as a mutual condition to Closing under Section 10.1(k), that the PIPE Financing documentation be finalized and executed, with the full proceeds of the PIPE Financing in an amount not less than the PIPE Minimum Amount of fifteen million dollars (U.S. $15,000,000) deposited into the Escrow Account, and that such proceeds be released to Mango simultaneously with or immediately after the Closing.
Unfortunately, it is apparent that the PIPE Minimum Amount cannot be raised on or prior to the Outside Date.
In light of the foregoing, and given that the Outside Date of August 21, 2026 is imminent, the Parties have mutually determined that the financing conditions to Closing cannot be satisfied on the terms contemplated by the BCA. Accordingly, MGRX and Nuclea hereby agree to terminate the BCA by mutual written consent pursuant to Section 12.1(a) thereof, effective as of the date hereof (the “Termination Date”).
In accordance with Section 12.2 of the BCA, upon the effectiveness of this termination:
| 1. | The BCA shall become void and have no further force or effect, except that Section 9.5 (Access and Confidentiality), Section 12.2 and Article 13 (General) shall survive termination. | |
| 2. | No Party shall be relieved of liability for any willful breach of the BCA occurring prior to the Termination Date. |
| 3. | Each Party shall bear its own costs and expenses incurred in connection with the BCA and the Transaction, in accordance with Section 13.2 of the BCA. |
For the avoidance of doubt, this mutual termination is without prejudice to any rights or obligations that expressly survive termination pursuant to the BCA, and neither Party admits any breach of, or default under, the BCA by virtue of this termination. However, except with respect to any willful breach of the BCA occurring on or prior to the Termination Date, the parties to this letter hereby mutually release and discharge each other, all other Parties to the BCA, and each of such Party’s respective affiliates, officers, directors and shareholders (collectively, the “Releasees”), from and against any and all actions, causes of action, suits, controversies, claims and demands whatsoever (collectively, “Claims”), whether known or unknown, through and including the Termination Date, that such Party has, had, or may have against any Releasee, which relate to the BCA or any ancillary documents entered into in connection with the BCA. The Claims covered by the foregoing Release specifically include, without limitation, any communications and actions that any Party has had with any person relating to alternatives to the PIPE Financing.
We appreciate the time and effort that both Parties have devoted to pursuing this Transaction, and we wish Nuclea continued success in its business endeavors. Please countersign this letter in the space provided below to confirm Nuclea’s agreement to the mutual termination of the BCA on the terms set forth herein.
| Very truly yours, | ||
| MANGOCEUTICALS, INC. | ||
| By: |  | |
| Jacob D. Cohen, Chief Executive Officer | ||
ACKNOWLEDGED AND AGREED: | ||
NUCLEA ENERGY INC. | ||
| By: |  | |
| Sagar Sanghera, President | ||
| Date: | 8/19/2026 | |