Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On April 11, 2025, Mangoceuticals, Inc., a Texas corporation (the "Company", "we" and "us"), agreed to definitive terms on a Securities Purchase Agreement (the "SPA"), with an institutional accredited investor (the "Purchaser"), pursuant to which the Company sold the Purchaser, and the Purchaser purchased from the Company: 100 shares of Series B Convertible Preferred Stock of the Company ("Series B Preferred Stock") for $100,000.

The SPA closed on April 11, 2025, and provided that until the 18^th month anniversary of the closing date of the SPA, the Purchaser has the right to participate in any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents or any offering of debt or any other type of financing, or a combination thereof (other certain customary exempt issuances)(each a "Subsequent Financing"), in an amount not to exceed the amount of the Purchaser's subscription, on the same terms, conditions and price provided for in the Subsequent Financing.

The SPA contains customary representations, warranties and covenants by the Company (including a restriction on entering into any variable rate transaction for a period of 180 days from the closing date of the SPA), customary conditions to closing, indemnification obligations of the Company and the Purchaser, other obligations of the parties and termination provisions.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The terms of the Company's Series B Preferred Stock, which each have a stated value of $1,100 per share, are described in greater detail in the Current Reports on Form 8-K filed with the Securities and Exchange Commission (SEC) on April 11, 2024, July 2, 2024 and March 17, 2025, which description is incorporated by reference herein.

The foregoing description of the SPA and Series B Preferred Stock, is only a summary of the material terms of such agreements/filings and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements/filings, which are filed or incorporated by reference as Exhibits 10.1, 3.1, 3.2and 3.3respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Promissory Note

On April 15, 2025, the Company borrowed $500,000 from Indigo Capital LP (the "Holder"), which loan was evidenced by a Promissory Note dated April 15, 2025 (the "Promissory Note"). The Promissory Note bears interest at 18% per annum, compounded monthly, with accrued interest payable in full on the maturity date, subject to acceleration and prepayment terms as described below.

The Promissory Note matures on the earlier of (i) April 15, 2026 (the "Stated Maturity Date"), (ii) the date on which the Holder provides written notice of acceleration following an event of default or other specified triggering event, and (iii) five (5) business days following the closing of a Qualified Funding (a "Mandatory Prepayment"). "Qualified Financing" means a fundraising by the Company, other than in connection with the sale of notes on substantially similar terms as this Promissory Note, after the date of the Promissory Note, for the principal purpose of raising capital.