Mangoceuticals, Inc. filed a Form 8-K on November 6, 2026, disclosing that the sole holder of its Series B Convertible Preferred Stock approved, by written consent on November 2, 2026, the terms of a proposed 8% Series D Convertible Cumulative Preferred Stock and an amendment to the Series B Preferred Stock designation.

Key Highlights

  • Series D offering size: The company disclosed plans to sell up to 1,000,000 shares of Series D Preferred Stock at $10.00 per share in one or more transactions pursuant to a Regulation A offering.
  • Dividend rate: The new series is designated as 8% Series D Convertible Cumulative Preferred Stock, according to the filing.
  • Not yet effective: The filing states that neither the Series B Amendment nor the Series D Designation has been filed with the Secretary of State of Texas, and neither is currently effective.
  • Company may not proceed: According to the filing, "The Company may determine not to proceed with the proposed Series D offering, in which case these instruments will not be filed or become effective."
  • Unanimous written consent: The holder who executed the written consent represented 100% of the Series B Preferred Stock's outstanding shares and voting power, with no votes against, abstentions, or broker non-votes.
  • Combined Annual Meeting set: The Board of Directors determined on November 4, 2026, that the company's combined 2025 and 2026 Annual Meeting will be held on December 30, 2026, at its Dallas, Texas offices.
  • Shareholder proposal deadline: The filing sets November 16, 2026, as the deadline for shareholder proposals and director nominations for the Annual Meeting.

Mangoceuticals Discloses Series D Preferred Stock Approval and Annual Meeting Details

Mangoceuticals, Inc. (NASDAQ:MGRX), a Texas-incorporated company headquartered at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas, reported that on November 2, 2026, the holder of all 50 issued and outstanding shares of its Series B Convertible Preferred Stock approved, by written consent in lieu of a meeting, the final certificate of designations establishing the proposed 8% Series D Convertible Cumulative Preferred Stock. The Series B Amendment also recognized the senior dividend and liquidation rights of the Series D Preferred Stock and provided the consent and waiver necessary under the existing Series B designation to permit the proposed transactions, according to the filing.

The filing states that the Series B Amendment "is limited to the approved Series D Designation and does not approve subsequent amendments to that designation or unrelated transactions," and that all other provisions of the existing Series B designation remain unchanged. The company disclosed that the Series D Preferred Stock and common stock issuable upon conversion have not been registered under the Securities Act of 1933, and that no sales in the contemplated Regulation A offering will occur before the SEC qualifies the applicable offering statement on Form 1-A. If the company proceeds, it disclosed it will report effectiveness and material terms in a subsequent Form 8-K.

Separately, the filing disclosed that the company's Board of Directors determined on November 4, 2026, to hold the combined 2025 and 2026 Annual Meeting of Shareholders on December 30, 2026, at its principal offices in Dallas. The record date for shareholders entitled to vote was set at the close of business on November 12, 2026, though the company reserved the right to change both the meeting date and the record date. Shareholders seeking to submit proposals or director nominations were given until the close of business on November 16, 2026, to deliver submissions to the company's principal executive offices.

What Was Disclosed

Mangoceuticals filed an 8-K reporting shareholder approval of a proposed Series D Preferred Stock offering of up to 1,000,000 shares at $10.00 per share via Regulation A, which remains contingent on a future filing with the Texas Secretary of State, and announcing the December 30, 2026 Annual Meeting.