Mannatech (MTEX) 8-K Filings

MANNATECH, INCORPORATED dismissed BDO USA, P.C. as its independent registered public accounting firm effective October 15, 2026, and engaged CBIZ CPAs P.C. for fiscal 2026. CBIZ’s work begins with its review of Mannatech’s condensed consolidated financial statements for the quarter ended September 30, 2026.

BDO’s reports for fiscal 2024 and 2025 contained no adverse or disclaimer opinions; the 2025 report included an explanatory paragraph about substantial doubt regarding Mannatech’s ability to continue as a going concern. Mannatech reported no disagreements or reportable events with BDO during the stated periods. It said it will file BDO’s response letter by amendment.

Mannatech, Incorporated (MTEX) entered into a share purchase agreement to acquire 100% direct ownership of Mannatech Swiss Holdings GmbH, previously held indirectly through Mannatech (Gibraltar) Holdings Limited. Based on a ruling from the Swiss Federal Tax Administration, the transaction and resulting direct ownership qualify distributions from Swiss Holdings for a 5% withholding tax rate under the income tax treaty between the United States and Switzerland, replacing higher rates previously applicable to certain unremitted foreign earnings.

Nasdaq notified Mannatech on April 20, 2026, that it did not meet the $2.5 million minimum stockholders’ equity requirement for continued listing. Stockholders’ equity, as reported for June 30, 2026, was negative $4.970 million. Management believes it has regained compliance based on the transaction and a pro forma, jurisdiction-by-jurisdiction reassessment of the deferred tax liability related to unremitted foreign earnings. The independent registered public accounting firm will review the adjustment in connection with the third-quarter report, expected on or before November 16, 2026. Nasdaq will continue monitoring compliance; the company may face delisting if its 2026 annual report does not evidence compliance, and management says Nasdaq may not agree with its assessment.

Mannatech, Inc. (MTEX) announced a planned board leadership transition. J. Stanley Fredrick notified the Board of his intent to retire as director and Chairman of the Board for personal reasons, effective September 1, 2026, with no disagreement reported with the company.

The Board appointed Robert Toth, currently Vice Chairman and a Class III director, to become Chairman effective the same date. As a non‑employee director, he will receive standard director compensation plus, in his first year as chairman, an additional $50,000 and an equity component valued at $50,000, with the equity grant deferred until additional shares are approved under an incentive plan. In his second and third years as chairman, he will receive standard director compensation plus an additional $100,000 fee each year. As part of the transition, the Board agreed to continue Mr. Fredrick’s director retainer through December 31, 2026.

Mannatech, Incorporated reported improved results for the quarter and six months ended June 30, 2026. Second-quarter 2026 net sales were $26.7 million, up from $25.7 million a year earlier, with constant-currency net sales rising 5.1%. Gross profit increased to $20.5 million, and constant-currency gross profit grew 10.1%.

The company generated income from operations of $1.0 million in the quarter, compared with a loss from operations of $1.4 million in 2025. Net income was $1.0 million, versus a net loss of $4.3 million a year earlier. For the first six months of 2026, net income was $2.0 million, compared with a net loss of $5.8 million in the prior-year period, while net sales were $51.6 million versus $52.2 million.

As of June 30, 2026, total assets were $27.5 million and total liabilities were $32.4 million, resulting in a shareholders’ deficit of $5.0 million. The company also presented non-GAAP constant dollar measures to highlight the impact of foreign currency on net sales, gross profit, and income from operations.

Mannatech, Incorporated announced that its Board of Directors appointed Yasir Haider as Chief Financial Officer and principal financial officer, effective June 3, 2026. He succeeds James Clavijo, who had served as CFO since July 2024 and is relinquishing the role to Haider.

Haider joined Mannatech on January 6, 2025 as Controller and was previously named Interim CFO on March 20, 2026 to support the transition. He brings prior experience as CFO and Financial Controller with responsibility for global financial operations, SEC reporting, M&A and building scalable finance infrastructure.

CEO Landen Fredrick highlighted Haider’s discipline in financial processes and focus on accountability, expressing confidence in his leadership as Mannatech works to improve performance and create long-term shareholder value. The company reiterates standard forward-looking statement cautions and operates in 25 markets through its global health and wellness business.

Mannatech, Incorporated reported that shareholders approved all proposals at the 2026 annual shareholders’ meeting held on June 2, 2026. Proxies representing 1,369,880 shares, or 71.0% of the 1,929,670 shares outstanding as of the April 6, 2026 record date, were voted.

Shareholders elected Class III directors John A. Seifrick and Robert Toth, with 879,504 and 937,930 votes for, respectively, and broker non-votes of 277,128 for each. They also ratified BDO USA, P.C. as independent auditor for 2026 and approved, on an advisory basis, executive compensation.

Mannatech, Incorporated reported a return to profitability for the first quarter of 2026. Net sales were $24.9M, down from $26.6M a year earlier, but cost controls and other income led to net income of $0.95M versus a net loss of $1.53M in 2025.

Gross profit was $18.9M and loss from operations narrowed to $0.18M, compared with a $0.83M operating loss a year ago. Diluted earnings per share improved to $0.49 from a diluted loss per share of $0.80, while the company also highlighted constant currency non-GAAP metrics to show underlying trends.

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.

Mannatech, Incorporated reported weaker results for the fourth quarter and full year 2025. Fourth quarter 2025 net sales were $26.6 million, down 8.2% from 2024, and the company swung from operating income to an operating loss of $0.2 million. Fourth quarter net loss was $11.3 million, or $5.94 per diluted share, compared with net income of $2.3 million a year earlier, largely reflecting unfavorable foreign currency effects and tax items.

For the year ended December 31, 2025, net sales declined to $108.0 million, down 8.3%, with constant-currency sales down 6.8%. Gross margin slipped to 74.9% as supply chain pressures raised product and freight costs. The company posted an operating loss of $0.4 million versus operating income of $1.4 million in 2024.

Full-year net loss was $15.2 million, or $8.00 per diluted share, driven mainly by an income tax provision of $12.3 million, including a non-cash deferred tax charge of $11.5 million. Cash and cash equivalents were $6.2 million at December 31, 2025, and total shareholders’ equity moved to a deficit of $5.2 million.

Mannatech, Incorporated disclosed that it filed a Form 12b-25 to delay its Annual Report on Form 10-K for the year ended December 31, 2025. The company said it could not complete the filing within the normal deadline without unreasonable effort or expense.

Its independent auditor has discussed with management the possibility of a going concern issue, and management needs more time to assess the repercussions and any necessary remediation, including consulting third-party tax advisors and reviewing a cost-reduction plan. Mannatech currently expects to file the 2025 Form 10-K within the 15-day extension period allowed under Rule 12b-25 and targets filing by April 15, 2026.

Mannatech, Incorporated reported a planned leadership change in its finance organization. After a mutual discussion, the company notified Chief Financial Officer James Clavijo on March 19, 2026 that his employment agreement will not be renewed when it expires on June 30, 2026. Under his agreement, he will continue to receive base salary for three months after the term ends, providing a short transition period.

To maintain continuity in financial oversight, the Board appointed Yasir Haider, the company’s Controller, as Interim CFO effective March 20, 2026. Haider joined Mannatech on January 6, 2025 and brings prior experience as a Chief Financial Officer and Financial Controller, with responsibilities over global financial operations, multi-entity consolidations, SEC reporting, mergers and acquisitions, and capital planning. He also holds an MBA from West Texas A&M University.

Mannatech, Incorporated filed an 8-K stating it issued a press release announcing financial and operating results for the third quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 titled “Mannatech Reports Financial Results for Third Quarter 2025.”

The filing uses Item 2.02 to note the results announcement and provides the related materials, including the Inline XBRL cover page file. Specific revenue, earnings, or guidance figures are contained in the attached press release rather than this notice.

Mannatech, Inc. filed a Current Report on Form 8-K dated August 12, 2025, stating that it issued a press release on May 13, 2025 announcing financial and operating results for the quarter ended June 30, 2025.

The filing furnishes that press release as Exhibit 99.1, titled "Mannatech Reports Financial Results for Second Quarter 2025". The 8-K lists the company's Nasdaq trading symbol MTEX and is signed by Chief Executive Officer Landen Fredrick. The 8-K text itself does not include numerical financial results; investors should review Exhibit 99.1 for the full figures.