MANGOCEUTICALS, INC.

Mangoceuticals, Inc. announced a definitive Business Combination Agreement with Nuclea Energy Inc., an advanced nuclear technology company. The transaction, structured with Canadian exchangeable shares, will result in Nuclea shareholders owning approximately 96% of Mangoceuticals' equity. The deal aims to bring Nuclea's Morpheus microreactor technology to public markets, capitalizing on surging power demand from AI and data centers. Leadership changes include Josef Freundorfer becoming Mangoceuticals' CEO and Jacob D. Cohen transitioning to President with a significant severance package.

Mangoceuticals, Inc. completed a private placement on June 29, 2026, selling 850,000 shares of restricted common stock to an accredited investor. The shares were sold at $0.32 each, raising a total of $272,000 for the company. The transaction was conducted under an exemption from registration, specifically Section 4(a)(2) and/or Rule 506 of Regulation D, and includes piggyback registration rights for the investor for a period of one year.

Mangoceuticals reported a significant decrease in Q1 2026 revenue and gross profit compared to the prior year, with revenue falling 37.9% to $67,864. Despite this, the company's net loss improved by 29.7% to $(3.4) million, primarily due to a substantial reduction in operating expenses. Cash and cash equivalents declined sharply to $174,562 from $1.49 million at year-end 2025, with no cash generated from financing activities in the quarter. The company also detailed corporate actions from early 2025, including the establishment of Series A Super Majority Voting Preferred Stock for its subsidiary Mango & Peaches Corp., and the assignment of key agreements to this subsidiary, granting its CEO, Jacob Cohen, 51% voting control.