UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in that certain Current Report on Form 8-K filed by Mangoceuticals, Inc., a Texas corporation (the “Company”, “we” and “us”) with the Securities and Exchange Commission (the “Commission”) on March 25, 2025, on March 24, 2025, we entered into a Master Distribution Agreement (the “MSA”), with Navy Wharf, Ltd (“Navy Wharf”). Pursuant to the MSA, the Company was granted the exclusive licensing rights to certain intellectual property and patent rights from Navy Wharf relating to a composition and natural formula for a nutraceutical product to manage blood glucose and Hemoglobin A1c (HbA1c) levels to be marketed and sold under the brand Diabetinol®, within the United States and Canada. In consideration for the grant of the exclusive licensing rights under the MSA, we issued Navy Wharf 1,000,000 shares of the Company’s restricted common stock (the “Navy Shares”) and agreed to pay Navy Wharf 10% of the net sales revenue (as described in greater detail in the MSA) we generate during the term of the MSA.
On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “Rescission Agreement”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the MSA, effective as of July 30, 2025, each of the parties provided mutual releases of their obligations under the MSA, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “Rescission”).
No material early termination penalties were incurred by the Company in connection with the Rescission.
* * * * *
The foregoing description of the Rescission Agreement is only a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Rescission Agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated into this Item 1.01 in their entirety, by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 above is incorporated into this Item 1.02 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above relating to the Rescission Agreement with is incorporated into this Item 2.01 by reference to the extent required by Item 2.01 of Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
On July 29, 2025, a holder of certain outstanding warrants of the Company, exercised warrants to purchase 198,000 shares of common stock with an exercise price of $1.50, for an aggregate of $297,000, and was issued 198,000 net shares of common stock. We claim an exemption from registration for the issuance of the shares pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), since the offer and sale of such shares did not involve a public offering.
Item 9.01 Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Mutual Rescission and Release Agreement dated and effective July 30, 2025, by and between Mangoceuticals, Inc. and Navy Wharf, Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
* Filed herewith.
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: August 4, 2025 | By: | /s/ Jacob D. Cohen |
| Jacob D. Cohen | ||
| Chief Executive Officer | ||