# MANGOCEUTICALS, INC. (MGRX) — management_change/ceo [announced]
Source: SEC API (secapi.ai) · situation sit_0b26a6543b3cd60eda79 · retrieved 2026-08-11T16:09:16.465Z

## Overview
Mangoceuticals, Inc. is a Texas corporation with common stock listed on the Nasdaq Capital Market under the symbol MGRX; Nuclea Energy Inc. is a British Columbia corporation engaged in the development of advanced nuclear technology, including its Morpheus Microreactor.

Mangoceuticals, Inc. (Mango) entered into a Business Combination Agreement with Nuclea Energy Inc. on July 29, 2026, whereby Nuclea shareholders will receive exchangeable shares of ExchangeCo (a Mango subsidiary), exchangeable one-for-one for Mango common stock. The exchange ratio is calculated as (Fully Diluted Mango Shares ÷ Fully Diluted Nuclea Shares) × 24, resulting in Nuclea shareholders holding approximately 96% of Mango's equity on a fully diluted basis immediately following closing (prior to PIPE issuance), with existing Mango stockholders holding approximately 4%. The transaction utilizes a Canadian exchangeable share structure and is structured in two stages: a Closing (expected prior to obtaining Required Approvals) and a Completion (following receipt of Required Approvals). Closing conditions include Nuclea shareholder approval, a minimum $15,000,000 PIPE financing, Nasdaq non-objection, regulatory approvals, and execution of Cohen Executive Agreements.

## Terms
- Counterparty: Nuclea Energy Inc. · Consideration: stock · Stake: 96%

## Key dates
- Announced 2026-07-30

## Timeline
- 2026-07-30 · 8-K (0001493152-26-035323): 8-K - MANGOCEUTICALS, INC. — *Mangoceuticals, Inc. is a Texas corporation with common stock listed on the Nasdaq Capital Market under the symbol MGRX; Nuclea Energy Inc. is a British Columbia corporation engaged in the development of advanced nuclear technology, including its Morpheus Microreactor.* Mangoceuticals, Inc. (Mango) entered into a Business Combination Agreement with Nuclea Energy Inc. on July 29, 2026, whereby Nuclea shareholders will receive exchangeable shares of ExchangeCo (a Mango subsidiary), exchangeable one-for-one for Mango common stock. The exchange ratio is calculated as (Fully Diluted Mango Shares ÷ Fully Diluted Nuclea Shares) × 24, resulting in Nuclea shareholders holding approximately 96% of Mango's equity on a fully diluted basis immediately following closing (prior to PIPE issuance), with existing Mango stockholders holding approximately 4%. The transaction utilizes a Canadian exchangeable share structure and is structured in two stages: a Closing (expected prior to obtaining Required Approvals) and a Completion (following receipt of Required Approvals). Closing conditions include Nuclea shareholder approval, a minimum $15,000,000 PIPE financing, Nasdaq non-objection, regulatory approvals, and execution of Cohen Executive Agreements.
  https://www.sec.gov/Archives/edgar/data/1938046/0001493152-26-035323.txt

## Citations
- 0001493152-26-035323 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226035323