Mangoceuticals (MGRX) announces termination of Navy Wharf deal

As previously disclosed in that certain Current Report on Form 8-K filed by Mangoceuticals (NASDAQ: MGRX) with the Securities and Exchange Commission (the “Commission”) on March 25, 2025, on March 24, 2025, we entered into a Master Distribution Agreement (the “MSA”), with Navy Wharf, Ltd (“Navy Wharf”). Pursuant to the MSA, the Company was granted the exclusive licensing rights to certain intellectual property and patent rights from Navy Wharf relating to a composition and natural formula for a nutraceutical product to manage blood glucose and Hemoglobin A1c (HbA1c) levels to be marketed and sold under the brand Diabetinol®, within the United States and Canada. In consideration for the grant of the exclusive licensing rights under the MSA, we issued Navy Wharf 1,000,000 shares of the Company’s restricted common stock (the “Navy Shares”) and agreed to pay Navy Wharf 10% of the net sales revenue (as described in greater detail in the MSA) we generate during the term of the MSA.

On July 30, 2025, the Company entered into a Mutual Rescission and Release Agreement (a “Rescission Agreement”) with Navy Wharf, pursuant to which the Company and Navy Wharf agreed to terminate and rescind the MSA, effective as of July 30, 2025, each of the parties provided mutual releases of their obligations under the MSA, subject to certain continuing representations and warranties of Navy Wharf, and Navy Wharf agreed to cancel all of the Navy Shares (the “Rescission”).

No material early termination penalties were incurred by the Company in connection with the Rescission.

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