Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Business Combination Agreement with Nuclea Energy Inc.

On August 19, 2026, Mangoceuticals, Inc. (the "Company" or "MGRX") and Nuclea Energy Inc. ("Nuclea") mutually agreed to terminate that certain Business Combination Agreement, dated as of July 29, 2026 (the "BCA"), among the Company, Nuclea, and the Principal Nuclea Shareholders and Mango Principals party thereto, pursuant to Section 12.1(a) of the BCA.

The BCA contemplated a strategic business combination transaction between the Company and Nuclea (the "Transaction"). As a mutual condition to closing under Section 10.1(k) of the BCA, the parties were required to finalize and execute PIPE financing documentation, with the full proceeds of PIPE financing in an amount not less than fifteen million dollars (U.S. $15,000,000) (the "PIPE Minimum Amount") deposited into escrow, with such proceeds to be released to the Company simultaneously with or immediately after the closing. Given that the PIPE Minimum Amount could not be raised on or prior to the Outside Date of August 21, 2026, the parties mutually determined that the financing conditions to closing could not be satisfied on the terms contemplated by the BCA.

In connection with the termination of the BCA: (i) the BCA became void and of no further force or effect, except that Section 9.5 (Access and Confidentiality), Section 12.2 and Article 13 (General) survive termination; (ii) no party is relieved of liability for any willful breach of the BCA occurring prior to the termination date; (iii) each party shall bear its own costs and expenses incurred in connection with the BCA and the Transaction; and (iv) the parties exchanged mutual releases of all claims relating to the BCA and ancillary documents, except with respect to any willful breach occurring on or prior to the termination date.

The foregoing description of the mutual termination of the BCA does not purport to be complete and is qualified in its entirety by reference to the full text of the mutual termination letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.