Mangoceuticals Signs $2.5M Direct Offering Agreement

Mangoceuticals entered into definitive agreements with institutional investors for the purchase and sale of shares of Common Stock and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investors investor warrants. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $2.5M. The entire transaction has been priced at the market under Nasdaq rules. The transactions consisted of the sale of 1,930,502 Common Units, each consisting of one share of Common Stock or one Pre-Funded Warrant and one PIPE Common Warrant to purchase one share of Common Stock per warrant at an exercise price of $1.4245. The offering price per Common Unit is $1.295. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. Aggregate gross proceeds to the Company are expected to be approximately $2.5M. The transactions are expected to close on or about December 19, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. Aegis Capital Corp. is acting as exclusive placement agent for the offerings. Lucosky Brookman is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.