Mannatech flagged by Nasdaq for equity shortfall

Mannatech, Incorporated has been notified by Nasdaq that it no longer meets the Nasdaq Capital Market’s stockholders’ equity requirement.

Rhea-AI Filing Summary

Mannatech, Incorporated has been notified by Nasdaq that it no longer meets the Nasdaq Capital Market’s stockholders’ equity requirement. Nasdaq Listing Rule 5550(b)(1) calls for minimum stockholders’ equity of $2,500,000, but Mannatech reported stockholders’ equity (deficit) of ($5,223,000) as of December 31, 2025, a shortfall of about $7.7 million.

The company also fails alternative continued listing standards tied to market value of listed securities and net income from continuing operations. Mannatech has 45 days from the April 20, 2026 notice, until June 4, 2026, to submit a plan to regain compliance and could receive up to October 17, 2026 to demonstrate compliance if Nasdaq accepts the plan. If Nasdaq rejects the plan, Mannatech may appeal to a Nasdaq Hearings Panel. Beginning April 27, 2026, Nasdaq will identify the company as non-compliant on its website and market data feeds.

Positive

• None.

Negative

• Nasdaq non-compliance and equity deficit: Mannatech’s stockholders’ equity (deficit) of ($5,223,000) is far below Nasdaq’s $2,500,000 minimum, a shortfall of about $7.7 million, and it also fails alternative listing standards.
• Heightened delisting and going concern risk: The company faces the possibility of delisting if it cannot execute restructuring, capital-raising, and cost reductions to restore equity, against a backdrop of disclosed going concern risks.

Insights

Equity & Listings Analyst

Nasdaq equity shortfall notice puts Mannatech’s listing at clear risk.

Mannatech reports stockholders’ equity (deficit) of ($5,223,000) versus Nasdaq’s $2,500,000 minimum, creating roughly a $7.7 million gap. The company also fails alternative standards based on $35,000,000 market value or $500,000 net income, so it is out of compliance on multiple fronts.

Nasdaq has given Mannatech until June 4, 2026 to submit a remediation plan and may allow until October 17, 2026 to regain compliance. Management cites intercompany balance restructuring, potential equity or capital transactions, and cost reductions as tools to rebuild equity, but forward-looking language and the company’s noted going concern risks underline significant uncertainty.

If the plan is rejected, the company can appeal to a Nasdaq Hearings Panel, during which shares would remain listed. Nonetheless, being added to Nasdaq’s non-compliant list on April 27, 2026 and the explicit warning about possible failure to regain compliance mark this as a materially negative development.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Stockholders’ equity (deficit): ($5,223,000) Nasdaq minimum stockholders’ equity: $2,500,000 Equity deficiency vs. requirement: ~$7.7 million +5 more

8 metrics

Stockholders’ equity (deficit) <money>($5,223,000)</money> As of <date>December 31, 2025</date>, reported in Form 10-K

Nasdaq minimum stockholders’ equity <money>$2,500,000</money> Required by Nasdaq Listing Rule 5550(b)(1)

Equity deficiency vs. requirement <money>~$7.7 million</money> Gap between Mannatech’s deficit and $2.5M Nasdaq minimum

Alternative market value standard <money>$35,000,000</money> Market value of listed securities continued listing test

Alternative net income standard <money>$500,000</money> Net income from continuing operations test for listing

Plan submission deadline <date>June 4, 2026</date> 45 days after <date>April 20, 2026</date> Nasdaq notice

Potential compliance extension end <date>October 17, 2026</date> Maximum 180-day extension to evidence compliance

Non-compliant list effective date <date>April 27, 2026</date> Date Nasdaq will flag Mannatech as non-compliant

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity (deficit), Nasdaq Hearings Panel, going concern condition, +2 more

6 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"it is not in compliance with Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity (deficit) financial

"the Company’s stockholders’ equity (deficit) as of December 31, 2025, was ($5,223,000)"

Nasdaq Hearings Panel regulatory

"the Company will have the opportunity to appeal the determination to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

going concern condition financial

"risks relating to the Company’s going concern condition"

direct-selling business financial

"global economic conditions affecting the Company’s direct-selling business"

intercompany balance restructuring transactions financial

"including: intercompany balance restructuring transactions previously authorized by the Board"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq send Mannatech (MTEX) a delisting notice?

Nasdaq notified Mannatech because its stockholders’ equity no longer meets the required minimum. The company reported a stockholders’ equity (deficit) of ($5,223,000) versus Nasdaq’s $2,500,000 threshold, creating a roughly $7.7 million shortfall under Listing Rule 5550(b)(1).

How much is Mannatech (MTEX) below Nasdaq’s stockholders’ equity requirement?

Mannatech is about $7.7 million below Nasdaq’s equity requirement. As of December 31, 2025, it reported stockholders’ equity (deficit) of ($5,223,000), compared with the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2,500,000 under Nasdaq Listing Rule 5550(b)(1).

What deadlines has Nasdaq given Mannatech (MTEX) to regain compliance?

Mannatech has 45 days from the April 20, 2026 notice, until June 4, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to October 17, 2026 for Mannatech to demonstrate full compliance with the equity listing standard.

What actions does Mannatech (MTEX) plan to take to restore stockholders’ equity?

Mannatech plans intercompany balance restructuring, potential equity contributions or capital transactions, and operational cost reductions. These steps are intended to raise stockholders’ equity to at least $2,500,000, though the company cautions there is no assurance it will succeed or that Nasdaq will accept its plan.

What happens to Mannatech (MTEX) shares while it is non-compliant with Nasdaq rules?

Mannatech’s shares remain listed on the Nasdaq Capital Market during the compliance period and any appeal. However, starting April 27, 2026, Nasdaq will include the company on its non-compliant list and display a non-compliance indicator through its market data dissemination network.

Can Mannatech (MTEX) appeal if Nasdaq rejects its compliance plan?

Yes. If Nasdaq does not accept the company’s plan, Mannatech may appeal to a Nasdaq Hearings Panel under Listing Rule 5815(a). During such an appeal, its common stock would remain listed, subject to the Hearings Panel’s determination after reviewing the company’s position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:30 PM EDT Learn about SEC filing dates

false 0001056358 0001056358 2026-04-20 2026-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 20, 2026

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas		000-24657	75-2508900
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

1410 Lakeside Parkway, Suite 200

Flower Mound, Texas 75028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share		MTEX	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 20, 2026, Mannatech, Incorporated (the “Company”) received written notification (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires listed companies on the Nasdaq Capital Market to maintain minimum stockholders’ equity of $2,500,000.

As reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission, the Company’s stockholders’ equity (deficit) as of December 31, 2025, was ($5,223,000), which is below the minimum $2,500,000 threshold required by the Rule. This represents a deficiency of approximately $7.7 million relative to the required threshold. As of the date of this report, the Company also does not satisfy the alternative continued listing standards based on a market value of listed securities of at least $35,000,000, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

The Notice does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(2), the Company has been provided 45 calendar days from the date of the Notice, or until June 4, 2026, to submit a plan to Nasdaq to regain compliance with the Rule. If Nasdaq accepts the compliance plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice, or until October 17, 2026, to evidence compliance with the Rule.

The Company intends to timely submit a compliance plan to Nasdaq. The compliance plan will describe the specific actions the Company intends to take to restore stockholders’ equity to at least $2,500,000, including: intercompany balance restructuring transactions previously authorized by the Board of Directors and Audit Committee; potential equity contributions or capital transactions; and operational cost reduction measures already implemented as of the date of this report. There can be no assurance, however, that Nasdaq will accept the Company’s compliance plan, that any extension will be granted, or that the Company will ultimately regain compliance with the Rule within any applicable timeframe.

If Nasdaq does not accept the compliance plan, the Company will have the opportunity to appeal the determination to a Nasdaq Hearings Panel pursuant to Nasdaq Listing Rule 5815(a). During any such appeal, the Company’s common stock would remain listed on the Nasdaq Capital Market, subject to the Hearings Panel’s determination.

Pursuant to Nasdaq Listing Rules, Nasdaq will include the Company on the list of non-compliant companies posted on Nasdaq’s website beginning April 27, 2026, and an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network.

The Company is committed to taking all reasonable steps available to regain compliance and maintain its listing on the Nasdaq Capital Market. The Company will continue to assess available options to restore stockholders’ equity to the required level and will make additional disclosures as required by applicable securities laws and regulations.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s intentions and ability to submit a compliance plan to Nasdaq, to regain compliance with Nasdaq’s continued listing requirements, and to take actions to increase stockholders’ equity. These forward-looking statements involve significant risks and uncertainties. Actual results or outcomes may differ materially from those anticipated in any forward-looking statement as a result of various factors, including but not limited to: the Company’s ability to complete contemplated corporate restructuring transactions on the terms and timeline anticipated; uncertainty as to whether Nasdaq will accept the Company’s compliance plan; the Company’s ability to raise additional capital or generate sufficient earnings to restore stockholders’ equity; risks relating to the Company’s going concern condition; global economic conditions affecting the Company’s direct-selling business; and other risks described in the Company’s periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	April 24, 2026	MANNATECH, INCORPORATED
		By:	/s/ Yasir Haider
			Yasir Haider
			Interim Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB