Material Event (Form 8-K)

Item 8.01. Other Events.

Nasdaq Deficiency.

On April 20, 2026, Mannatech, Incorporated (the "Company") received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the minimum stockholders' equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the "Rule"), as previously disclosed in the Company's Current Report on Form 8-K filed on or about April 24, 2026. At that time, the Company's stockholders' equity, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, was $(5,223,000). As of June 30, 2026, the Company's stockholders' equity, as reported in its Quarterly Report on Form 10-Q for the quarter then ended, was $(4,970,000).

Description of the Transaction.

Subsequent to the quarter ended September 30, 2026, the Company has entered into a share purchase agreement pursuant to which the Company acquires 100% direct ownership of Mannatech Swiss Holdings GmbH ("Swiss Holdings"), previously held indirectly through Mannatech (Gibraltar) Holdings Limited (the "Transaction"). Based on the ruling received from the Swiss Federal Tax Administration, the Transaction and resulting direct ownership qualifies distributions from Swiss Holdings for a reduced 5% withholding tax rate under Article 10(2)(a) of the income tax treaty between the United States and Switzerland, in place of the higher withholding rates previously applicable to certain of the Company's foreign unremitted earnings.

Affirmative Statement Regarding Compliance.

As of the date of this report, the Company believes, based on the Transaction and other matters described above, that it has regained compliance with the stockholders' equity requirement of the Rule.

The foregoing reflects management's current assessment. The financial information underlying this assessment is presented on a pro forma basis, calculated by applying management's reassessment of the Company's deferred tax liability related to unremitted foreign earnings, on a jurisdiction-by-jurisdiction basis, to the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. This pro forma adjustment will be reviewed by the Company's independent registered public accounting firm in connection with the preparation of the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2026, which the Company expects to file on or before November 16, 2026. There can be no assurance that Nasdaq will concur with the Company's assessment, that the Company will regain or maintain compliance with the Rule, or that the Company's common stock will continue to be listed on the Nasdaq Capital Market.

Continued Nasdaq Monitoring.

Nasdaq has advised the Company that it will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement of the Rule. If, at the time of the Company's next periodic report - its Annual Report on Form 10-K for the year ending December 31, 2026 - the Company does not evidence compliance with the Rule, the Company may be subject to delisting, subject to its right to appeal any such determination to a Nasdaq Hearings Panel.