Mangoceuticals enters business combination with Nuclea Energy; Nuclea shareholders to own ~96% of combined entity

MANGOCEUTICALS, INC.

Nuclea shareholders will receive exchangeable shares exchangeable 1:1 for MGRX common, representing ~96% of fully diluted equity.
Existing Mangoceuticals shareholders will hold approximately 4% of the combined company.
Jacob Cohen to resign as CEO at closing, become President; Sagar Sanghera to become Executive Chairman, Josef Freundorfer CEO.
Transaction requires minimum $15M PIPE financing, stockholder approval, and Nasdaq non-objection; closing expected before approvals.
Bylaw amended to reduce quorum from majority to one-third of voting power.

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