株探米国株
英語
エドガーで原本を確認する
false 0001056358 0001056358 2025-09-09 2025-09-09
 
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): September 09, 2025
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 Stock Market LLC
 
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. o
 






 
Item 1.01 Entry into a Material Definitive Agreement.
 
On September 9, 2025, Mannatech, Incorporated (the “Company”) entered into three separate Loan Extension Agreements (the “Extension Agreements”) pertaining to the three separate unsecured Loan Agreement and Promissory Notes dated April 23, 2024 (“Promissory Notes”) with three related parties, who are all current members of the Company’s Board of Directors and stockholders of the Company, in an aggregate principal amount of $3.6 million (of which $2.9 million remains outstanding after the Company prepaid $0.7 million on November 30, 2024). The lenders are J. Stanley Fredrick, Chairman of the Board and our largest shareholder, Tyler Rameson, our second largest shareholder, and Kevin Robbins. Tyler Rameson lent the money through his firm, Jade Capital LLC, where he is the managing member. The purpose of the extension is to provide additional time for the Company to utilize the funds for general working capital needs.
 
Pursuant to the terms of the Extension Agreements, each note is now due in full on March 31, 2027. The Company retains the right to prepay all or a portion of the Promissory Notes at any time without premium or penalty. Other than the extension of the due date, the terms of the Promissory Notes remain the same. The full text of the Promissory Notes were filed as Exhibits 10.17, 10.18, and 10.19 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 29, 2024.
 
Item 9.01 Financial Statements and Exhibits.
 
The following exhibits are filed with this report:
 
Exhibit Number
Description
Loan Agreement and Promissory Note Extension with Jade Capital, signed September 9, 2025.
   
Loan Agreement and Promissory Note Extension with J. Stanley Fredrick, signed September 9, 2025.
   
Loan Agreement and Promissory Note Extension with Kevin Robbins, signed September 9, 2025.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
   
*Furnished herewith.
 
 
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: September 12, 2025
MANNATECH, INCORPORATED
By:
/s/ Landen Fredrick
 
Landen Fredrick
 
Chief Executive Officer and Interim CFO
 
 
EX-10.17A 2 ex_860949.htm EXHIBIT 10.17(A) LOAN AGREEMENT AND PROMISSORY NOTE EXTENSION WITH JADE CAPITAL, SIGNED SEPTEMBER 9, 2025 ex_860949.htm

Exhibit 10.17a

 

 

LOAN EXTENSION AGREEMENT

 

THIS LOAN EXTENSION AGREEMENT (this “Agreement”) is made on the _9th___ day of September 2025 (the “Effective Date”) by and between Mannatech, Incorporated, an entity organized and existing under the laws of the State of Texas, (the “Borrower”) and Jade Capital LLC (the “Lender”).

 

RECITALS

 

A.         Whereas, Lender made a loan in the original principal amount of $2,500,000.00 (the “Loan”) to Borrower, pursuant to that certain Loan Agreement and Promissory Note dated April 23, 2024, by and between Borrower and Lender (the “Promissory Agreement”);

 

B.       Whereas, Lender has agreed to extend the maturity date of the Loan; and

 

C.       Whereas, all capitalized terms not defined herein shall have the same meaning as set forth in the Promissory Agreement.

 

NOW, THEREFORE, the undersigned parties, in consideration of the mutual covenants contained herein and for the good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows:

 

 

1.

The maturity date on which the entire principal balance as well as any accrued and unpaid interest and any other sums required to be paid thereunder shall be due and payable is extended from September 30, 2026 to March 31, 2027 (the “Extension Term”).

 

 

2.

All other terms, conditions, and provisions contained in the Promissory Agreement remain unchanged and in full force and effect.

 

 

3.

If any one or more of the provisions contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

 

 

4.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which, when taken together, will constitute one and the same instrument.

 

 

BORROWER:                                                      

MANNATECH, INCORPORATED                           

 

 

 

By: /s/ Landen Fredrick_______                           

Name: Landen Fredrick                                           

Title: CEO                                                               

LENDER:

JADE CAPITAL LLC

 

 

 

By: /s/ Tyler J. Rameson_____

Name: Tyler J. Rameson

Title: Managing Member                   

                                   

 

 
EX-10.18A 3 ex_860950.htm EXHIBIT 10.18(A) LOAN AGREEMENT AND PROMISSORY NOTE EXTENSION WITH J. STANLEY FREDRICK, SIGNED SEPTEMBER 9, 2025 ex_860950.htm

Exhibit 10.18a

 

 

LOAN EXTENSION AGREEMENT

 

THIS LOAN EXTENSION AGREEMENT (this “Agreement”) is made on the _9th___ day of September 2025 (the “Effective Date”) by and between Mannatech, Incorporated, an entity organized and existing under the laws of the State of Texas, (the “Borrower”) and J. Stanley Fredrick (the “Lender”).

 

RECITALS

 

A.         Whereas, Lender made a loan in the original principal amount of $1,000,000.00 (the “Loan”) to Borrower, pursuant to that certain Loan Agreement and Promissory Note dated April 23, 2024, by and between Borrower and Lender (the “Promissory Agreement”);

 

B.       Whereas, Lender has agreed to extend the maturity date of the Loan; and

 

C.       Whereas, All capitalized terms not defined herein shall have the same meaning as set forth in the Promissory Agreement.

 

NOW, THEREFORE, the undersigned parties, in consideration of the mutual covenants contained herein and for the good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows:

 

 

1.

The maturity date on which the entire principal balance as well as any accrued and unpaid interest and any other sums required to be paid thereunder shall be due and payable is extended from September 30, 2026 to March 31, 2027 (the “Extension Term”).

 

 

2.

All other terms, conditions, and provisions contained in the Promissory Agreement remain unchanged and in full force and effect.

 

 

3.

If any one or more of the provisions contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

 

 

4.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which, when taken together, will constitute one and the same instrument.

 

 

BORROWER:                                                      

MANNATECH, INCORPORATED                           

 

 

 

By: /s/ James Clavijo________                           

Name: James Clavijo                                             

Title: CFO                                                      

LENDER:

 

 

 

 

By: /s/ J. Stanley Fredrick_________

Name: J. Stanley Fredrick

 

 

 
EX-10.19A 4 ex_860951.htm EXHIBIT 10.19(A) LOAN AGREEMENT AND PROMISSORY NOTE EXTENSION WITH KEVIN ROBBINS, SIGNED SEPTEMBER 9, 2025 ex_860951.htm

Exhibit 10.19a

 

 

LOAN EXTENSION AGREEMENT

 

THIS LOAN EXTENSION AGREEMENT (this “Agreement”) is made on the __9th__ day of September 2025 (the “Effective Date”) by and between Mannatech, Incorporated, an entity organized and existing under the laws of the State of Texas, (the “Borrower”) and Kevin Robbins (the “Lender”).

 

RECITALS

 

A.         Whereas, Lender made a loan in the original principal amount of $100,000.00 (the “Loan”) to Borrower, pursuant to that certain Loan Agreement and Promissory Note dated April 23, 2024, by and between Borrower and Lender (the “Promissory Agreement”);

 

B.       Whereas, Lender has agreed to extend the maturity date of the Loan; and

 

C.       Whereas, all capitalized terms not defined herein shall have the same meaning as set forth in the Promissory Agreement.

 

NOW, THEREFORE, the undersigned parties, in consideration of the mutual covenants contained herein and for the good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows:

 

 

1.

The maturity date on which the entire principal balance as well as any accrued and unpaid interest and any other sums required to be paid thereunder shall be due and payable is extended from September 30, 2026 to March 31, 2027 (the “Extension Term”).

 

 

2.

All other terms, conditions, and provisions contained in the Promissory Agreement remain unchanged and in full force and effect.

 

 

3.

If any one or more of the provisions contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

 

 

4.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which, when taken together, will constitute one and the same instrument.

 

 

BORROWER:                                                      

MANNATECH, INCORPORATED                           

 

 

By: /s/ Landen Fredrick_______                           

Name: Landen Fredrick                                           

Title: CEO                                                                                                            

LENDER:

 

 

 

By: /s/ Kevin Robbins___

Name: Kevin Robbins