# MANGOCEUTICALS, INC. (MGRX) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_9af832ca84dd752d8091 · retrieved 2026-08-11T15:52:11.545Z

## Overview
Mangoceuticals, Inc., through its subsidiary Mango and Peaches Corp. and brand MangoRx, develops men's health and wellness products and services via a secure telemedicine platform, offering pharmaceutical-based products for erectile dysfunction, hair growth, hormone replacement therapies, and weight management.

On July 30, 2026, Mangoceuticals, Inc. (NASDAQ: MGRX) entered into a definitive business combination agreement with Nuclea Energy Inc., an advanced nuclear technology company developing the Morpheus microreactor. The transaction will provide Nuclea with a path to a Nasdaq public listing through Mangoceuticals, broadening access to capital markets to fund continued development, licensing, and commercialization of the Morpheus lead-cooled, graphite-moderated micro-modular reactor. Completion of the business combination remains subject to customary closing conditions, including receipt of required stockholder and regulatory approvals.

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

## Key dates
- Announced 2026-07-30

## Timeline
- 2026-07-30 · 425 (0001493152-26-035498): 425 - MANGOCEUTICALS, INC. — *Nuclea Energy Inc. is an advanced nuclear technology company developing the Morpheus microreactor, a lead-cooled, graphite-moderated micro-modular reactor designed to be factory-built, transportable and scalable from approximately 3.5 MWe to 50 MWe, targeting applications across data centers, defense installations, remote industrial operations and off-grid communities.* Nuclea Energy Inc., an advanced nuclear technology company developing the Morpheus lead-cooled microreactor, entered into a definitive business combination agreement with Mangoceuticals, Inc. (NASDAQ: MGRX) on July 30, 2026. Under the agreement, a Mangoceuticals subsidiary will amalgamate with Nuclea, with Nuclea becoming an indirect wholly owned subsidiary of Mangoceuticals. Nuclea shareholders will receive exchangeable shares of a newly formed British Columbia unlimited liability company (ExchangeCo), with an exchange ratio such that former Nuclea shareholders would hold approximately 96% of Mangoceuticals' outstanding equity on a fully diluted and as-exchanged basis immediately following closing (prior to the PIPE Share Issuance), while Mangoceuticals' existing stockholders would hold approximately 4%. The transaction is expected to provide Nuclea with a public listing on Nasdaq.
  https://www.sec.gov/Archives/edgar/data/1938046/0001493152-26-035498.txt
- 2026-08-04 · 425 (0001493152-26-036008): 425 - MANGOCEUTICALS, INC. — *Cohen, our Chairman and Chief Executive Officer, to provide us pharmacy and compounding services.*
  https://www.sec.gov/Archives/edgar/data/1938046/0001493152-26-036008.txt
- 2026-08-05 · 425 (0001493152-26-036229): 425 - MANGOCEUTICALS, INC. — *Mangoceuticals, Inc., through its subsidiary Mango and Peaches Corp. and brand MangoRx, develops men's health and wellness products and services via a secure telemedicine platform, offering pharmaceutical-based products for erectile dysfunction, hair growth, hormone replacement therapies, and weight management.* On July 30, 2026, Mangoceuticals, Inc. (NASDAQ: MGRX) entered into a definitive business combination agreement with Nuclea Energy Inc., an advanced nuclear technology company developing the Morpheus microreactor. The transaction will provide Nuclea with a path to a Nasdaq public listing through Mangoceuticals, broadening access to capital markets to fund continued development, licensing, and commercialization of the Morpheus lead-cooled, graphite-moderated micro-modular reactor. Completion of the business combination remains subject to customary closing conditions, including receipt of required stockholder and regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1938046/0001493152-26-036229.txt

## Citations
- 0001493152-26-035498 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226035498
- 0001493152-26-036008 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226036008
- 0001493152-26-036229 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226036229