MANGOCEUTICALS, INC.

Current report

Risks Related to the Transaction Not Closing or Being Delayed

Current report

The Transaction is subject to numerous closing conditions, and there is no assurance that the Completion will occur on the anticipated timeline, on the anticipated terms, or at all.

Current report

Completion of the Transaction is subject to the satisfaction or waiver of a number of conditions, including, among others, Nuclea shareholder approval, Nasdaq non-objection, completion of a minimum $15,000,000 PIPE financing to be funded into escrow, the absence of a material adverse effect, receipt of regulatory approvals, continued compliance with Nasdaq listing requirements, and execution of the Cohen Executive Agreements. Many of these conditions are outside of our control, and we cannot predict whether or when they will be satisfied.

Current report

If any condition to Closing or Completion is not satisfied or waived, the Transaction may be delayed beyond current expectations or may not be completed at all. A failure to complete the Transaction, or significant delay in doing so, could result in a decline in the market price of our common stock, require us to pay costs relating to the Transaction (including significant legal, accounting, financial advisory and other fees) without realizing the anticipated benefits, subject us to litigation, divert the attention of our management and employees from our ongoing business, and damage relationships with employees, customers, suppliers, licensors, and other business partners of both the Company and Nuclea.

Current report

The Transaction is structured to occur in two separate stages (1) a Closing that is expected to occur before receipt of the Required Approvals, followed by a later Completion (2) and there is no assurance that Completion will ever occur following Closing.

Current report

Unlike a conventional single-step business combination, the Transaction contemplates a Closing (including the amalgamation, implementation of the exchangeable share structure, and the concurrent PIPE financing) that is expected to occur prior to receipt of both Company stockholder approval and Nasdaq approval of the initial listing application, with full implementation of the Exchangeable Shares occurring only later, at Completion. This bifurcated structure means that the Company and Nuclea could become combined at Closing while the full economic, voting, and exchange rights associated with the Transaction remain restricted or unrealized for an indeterminate period, or potentially indefinitely if the Required Approvals are never obtained.

Current report

During the period between Closing and Completion, the Company would operate as a combined enterprise without the benefit of a stockholder vote having yet occurred and without certainty that Nasdaq will ultimately approve the initial listing application. If the Company stockholder approval or Nasdaq approval is delayed, withheld, or not obtained, holders of Exchangeable Shares and the Company common stock issued in the Transaction could remain subject to the Nasdaq Cap indefinitely, we could remain unable to complete the governance changes contemplated by the BCA, and stockholders could be left holding an interest in a combined business without the protections a prior stockholder vote is intended to provide.

Current report

Our stockholders will experience substantial and immediate dilution as a result of the Transaction, and former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted basis.

Current report

The exchange ratio under the BCA is calculated as the product of (a) the fully diluted Company shares divided by the fully diluted Nuclea shares, multiplied by (b) 24. Based on this formula, and prior to giving effect to the PIPE share issuance, former Nuclea shareholders are expected to hold approximately 96% of the Company’s equity on a fully diluted, as-exchanged basis, with our existing stockholders retaining only approximately 4%. Stockholders should expect their proportionate ownership, voting power, and economic interest in the Company to be reduced dramatically as a result of the Transaction.

Current report

The PIPE financing of at least $15,000,000 contemplated by the BCA, as well as any additional equity issuances prior to or in connection with Closing or Completion, will result in further dilution to existing stockholders beyond the dilution described above. The actual exchange ratio, and therefore the actual dilutive effect on existing stockholders, will depend on the fully diluted share counts of both companies as of Closing, which may differ from current estimates.

Current report

The Exchangeable Share structure and the related Nasdaq Cap and Special Voting Share arrangements are complex, and their interaction may make it difficult for stockholders to evaluate their post-Transaction rights and the true extent of dilution and change of control.

Current report

Rather than issuing the Company common stock directly to Nuclea shareholders, the Transaction uses a Canadian exchangeable share structure under which former Nuclea shareholders will receive exchangeable shares of ExchangeCo, a wholly-owned subsidiary of the Company, that are intended to be exchangeable on a one-for-one basis for the Company common stock. A single Company Special Voting Share, carrying aggregate voting rights corresponding to the outstanding Exchangeable Shares (subject to the Nasdaq Cap), will be issued to a trustee at Closing. This structure is more complex than a conventional stock-for-stock merger and may make it more difficult for our stockholders to understand and evaluate the actual voting power, economic rights, and potential dilution associated with the Transaction.

Current report

Until the Required Approvals are obtained, the aggregate economic rights, voting rights, and exchange rights attributable to the Exchangeable Shares and any the Company common stock issued in the Transaction are limited to 19.99% of the Company common stock outstanding immediately prior to Closing. Once the Required Approvals are obtained, this cap is removed and the full dilutive and voting effect of the Transaction, including the approximately 96% ownership position expected to be held by former Nuclea shareholders, will be realized. Stockholders approving the Transaction, or trading in the Company securities, prior to receipt of the Required Approvals may not have a full picture of the ultimate ownership and governance structure of the combined company.

Current report

The BCA may be terminated in accordance with its terms, and any such termination could adversely affect our business, financial condition, and stock price.

Current report

The BCA contains customary termination provisions that permit the Company, Nuclea, or both, to terminate the agreement under certain circumstances, including, potentially, if the Transaction has not been completed by an outside date, if required approvals are not obtained, or upon other customary triggers. We cannot assure stockholders that the Transaction will not be terminated before Closing or before Completion.

Current report

If the BCA is terminated, our stock price may decline to the extent the market price of our common stock reflects an assumption that the Transaction will be completed. A termination could also result in adverse publicity, harm to our relationships with employees, customers, suppliers and other business partners, and could require us to pay significant transaction costs, including legal, accounting, and financial advisory fees, without realizing the anticipated benefits of the Transaction. We may also be required to seek an alternative transaction or continue operating as a standalone company on a smaller scale and with fewer resources than we currently anticipate as part of the combined company, and there is no assurance we would be able to identify or complete an alternative transaction on comparable or favorable terms.

Current report

We may lose key employees, officers, and directors, and experience disruption to our business, as a result of the leadership and governance changes contemplated by the Transaction.

Current report

The Transaction contemplates significant changes to our management and Board of Directors. Jacob D. Cohen will step down as Chief Executive Officer effective upon Closing and transition to the role of President in an independent consulting capacity, Sagar Sanghera will be appointed to the Board and as Executive Chairman, and Josef Freundorfer will be appointed Chief Executive Officer. Following receipt of the Required Approvals and the occurrence of Completion, our Board of Directors will be further reconstituted with nominees designated by the principal Nuclea shareholders, and any then-existing directors not so approved will resign; similarly, new executive officers as directed by the principal Nuclea shareholders will be appointed, and any then-existing executive officers not so appointed will resign.

Current report

These leadership transitions, and the uncertainty they create, may result in the loss of institutional knowledge, key relationships, and continuity of strategy. Current employees, officers, and directors may experience uncertainty about their future roles with the combined company, which could adversely affect morale, productivity, and retention, and could make it more difficult to attract or retain qualified personnel during the pendency of the Transaction and following Closing.

Current report

Uncertainty surrounding the Transaction, and the anticipated shift in our business focus, could cause customers, suppliers, licensors, and other business partners to delay, modify, or terminate their relationships with us.

Current report

The Transaction contemplates combining the Company’s existing business with Nuclea, a company focused on the development of the Morpheus microreactor, which remains in the conceptual design stage, and related nuclear energy technology. This represents a substantial change from the Company’s current business. Customers, suppliers, distributors, licensors, and other business or commercial partners of the Company may respond to the announcement or pendency of the Transaction, or the resulting change in business strategy, by delaying, modifying, or terminating their relationships with us, seeking to renegotiate existing agreements, or choosing not to enter into new agreements or renewals, whether or not the Transaction is ultimately completed. Similarly, business partners and counterparties of Nuclea may take similar actions in response to the Transaction. Any such actions could adversely affect the revenue, operations, and prospects of the Company, Nuclea, or the combined company, whether or not Closing or Completion occurs.

Current report

Our Chief Executive Officer and other directors and officers may have interests in the Transaction that are different from, or in addition to, those of our stockholders generally.

Current report

In connection with the Transaction, Mr. Cohen and the Company entered into a Release and Separation Agreement providing for cash severance of $1,500,000 payable at Closing, 2,000,000 bonus shares of the Company common stock, a cashless warrant for $10,000,000 worth of the Mango & Peaches Corp. common stock issuable upon Completion, full acceleration of unvested equity awards, and 12 months of Company-paid COBRA coverage, in lieu of the change of control, bonus, severance, and health payments otherwise provided under his existing employment agreement. In addition, certain directors and officers received fully vested equity awards under the Company’s equity incentive plan on July 28, 2026. These arrangements could be viewed as giving Mr. Cohen and other officers and directors a financial incentive to support and complete the Transaction that differs from, or is in addition to, the interests of stockholders generally, and stockholders should consider these interests in evaluating the Transaction.

Current report

We are required to obtain regulatory approvals in multiple jurisdictions, which may not be obtained on a timely basis, or at all, or may be obtained subject to conditions that reduce the anticipated benefits of the Transaction.

Current report

Completion of the Transaction is conditioned on receipt of applicable regulatory approvals under the Investment Canada Act, the Competition Act (Canada), and the Hart-Scott-Rodino Antitrust Improvements Act, as applicable. These regulatory review processes can be lengthy and unpredictable, and the applicable authorities may delay approval, impose conditions or restrictions on the combined company, or, in some circumstances, prohibit the Transaction altogether. Any such delay, condition, or prohibition could prevent completion of the Transaction on the anticipated timeline or terms, or at all, and could reduce the anticipated benefits of the Transaction to our stockholders.

Current report

Completion of the required PIPE financing is a condition to Closing, and there is no assurance that it will be completed on the anticipated terms, timeline, or amount.

Current report

Closing of the Transaction is conditioned on completion of a private investment in public equity (PIPE) financing of a minimum of $15,000,000, to be funded into escrow and released at Closing. There is no assurance that this financing will be completed on the terms currently contemplated, in the required minimum amount, on the anticipated timeline, or at all. If the PIPE financing is not completed, the Transaction may not close. In addition, the terms on which the PIPE financing is completed, including pricing and any associated investor rights, may be dilutive to, or otherwise adverse to the interests of, our existing stockholders.

Current report

Even if the Transaction is completed, we may not realize the anticipated benefits of combining with Nuclea, and the combined company will be subject to significant technology development, licensing, and execution risk relating to the Morpheus microreactor and the nuclear energy business.

Current report

The anticipated benefits of the Transaction are based on assumptions regarding future electricity demand, the successful development, licensing, and commercialization of the Morpheus microreactor, which remains in the conceptual design stage, and the ability of the combined company to integrate the operations, technology, personnel, and cultures of the Company and Nuclea. Nuclear energy technologies, including microreactors, are subject to lengthy and uncertain regulatory licensing processes, significant capital requirements, and substantial technology and execution risk. There is no assurance that the combined company will be able to obtain necessary nuclear licensing approvals, successfully develop or commercialize the Morpheus microreactor, or otherwise realize the anticipated strategic and financial benefits of the Transaction, and actual results could differ materially from current expectations.

Current report

The pendency of the Transaction, and the significant change in business strategy it represents, may result in increased volatility in the market price of our common stock.

Current report

The market price of our common stock may fluctuate significantly as a result of developments relating to the Transaction, including announcements regarding satisfaction or waiver of closing conditions, receipt or denial of regulatory or Nasdaq approvals, the outcome of the stockholder vote, changes in the anticipated exchange ratio or dilution, or speculation regarding whether and when the Transaction will be completed. In addition, because the Transaction represents a fundamental change in our business strategy, from our current business to the nuclear energy business conducted by Nuclea, our stock price may reflect substantial uncertainty regarding the value, prospects, and risk profile of the combined company, which may differ significantly from the market’s prior valuation of the Company as a standalone company.

Current report

The Transaction, and matters related to it, may give rise to stockholder litigation, which could delay or prevent Closing or Completion or result in significant costs.

Current report

Business combination transactions of this type are sometimes subject to lawsuits filed by stockholders challenging the adequacy of disclosure, the process leading to the Transaction, or the fairness of its terms, including the exchange ratio, the Nasdaq Cap mechanics, or the compensation arrangements for departing officers. Such litigation, if it occurs, could result in significant costs to the Company, divert management’s attention from our business and the pending Transaction, and could delay or prevent Closing or Completion, regardless of the outcome of any such litigation.