Mannatech Inc: Nasdaq deficiency; says it regained compliance

What happened Mannatech Inc reported that on Apr 20, 2026 it received a letter from the Nasdaq Listing Qualifications Department notifying the company that it was not in compliance with the $2,500,000 minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The company reported stockholders’ equity of $(5,223,000) in its Annual Report on Form 10-K for the year ended Dec 31, 2025 and $(4,970,000) in its Quarterly Report on Form 10-Q for the quarter ended Jun 30, 2026. Subsequent to the quarter ended Sep 30, 2026, the company 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 qualifies distributions from Swiss Holdings for a reduced 5% withholding tax rate under Article 10(2)(a) of the U.S.-Switzerland income tax treaty. The company stated that, based on the transaction and other matters, it believes it has regained compliance with the stockholders’ equity requirement, using a pro forma adjustment to deferred tax liabilities; the pro forma adjustment will be reviewed by the company’s independent registered public accounting firm in connection with the Form 10-Q for the quarter ending Sep 30, 2026, which the company expects to file on or before Nov 16, 2026.

Key details

• Apr 20, 2026: Nasdaq notified the company it was not in compliance with the $2,500,000 minimum stockholders’ equity requirement under Rule 5550(b)(1).
• Stockholders’ equity: $(5,223,000) (year ended Dec 31, 2025) and $(4,970,000) (quarter ended Jun 30, 2026).
• Transaction: subsequent to Sep 30, 2026, entered into a share purchase agreement to acquire 100% direct ownership of Mannatech Swiss Holdings GmbH.
• Tax ruling: Swiss Federal Tax Administration ruling allows a reduced 5% withholding tax rate under Article 10(2)(a) of the U.S.-Switzerland treaty; company expects pro forma adjustment and auditor review and to file the Sep 30, 2026 Form 10-Q on or before Nov 16, 2026.

Why it may matter This report was filed under Item 8.01 "Other events" and covers Nasdaq’s notice of noncompliance with the stockholders’ equity requirement, the company’s share purchase agreement to acquire Swiss Holdings, a Swiss tax ruling affecting withholding rates, and the company’s affirmative statement that it believes it has regained compliance based on a pro forma adjustment. The filing also includes forward-looking statements and notes that Nasdaq will continue to monitor compliance and may take delisting action if compliance is not evidenced in the company’s next periodic report. This filing does not show why the insider traded or why the company acted.