What changed in this filing

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Item 1. Business

2025-03-26 compared with 2024-03-28 · 56 added, 47 removed, 595 unchanged (15% of the section changed)

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(ii) Europe/the Middle East/Africa (“EMEA”) (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom);

and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, and China).

and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Thailand, Taiwan, Hong Kong, and China).

We also ship our products to customers in the following countries:

Belgium, France, Greece, Italy, Luxembourg, and Poland.

During the second quarter of 2024, the Company liquidated its entity in Sweden, Mannatech Sverige AB.

We sell our products principally through network marketing distribution channels via our active associates (“independent associate” or “associates” or “distributors”) and to our “preferred customers,” which we believe is the most cost-effective way to introduce our products and communicate information about our business to the global marketplace quickly and effectively.

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Customs regulations in China include purchase limits to ensure that purchased products are for personal consumption.

In June 2023, the Company launched a tiered affiliate program in the United States under the brand name, “Trulu™” (“Trulu”).

The Trulu brand is operated by our wholly owned subsidiary, New Economy Marketing Opportunities, LLC (“NEMO”), and is separate from our network marketing business.

Trulu affiliates earn commissions on the sale of Trulu products under a commission plan that is separate from the Mannatech network marketing commission plan.

Although Trulu’s affiliate program is a separate business model with its own compensation structure, our Mannatech associates may participate in the Trulu affiliate program and earn commissions on the sale of Trulu products.

Our common stock trades on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MTEX.” Information for each of our two most recent fiscal years, with respect to our net sales, results of operations, and identifiable assets is set forth in the Consolidated Financial Statements of this report.

In July 2024, the Company ceased operating its tiered affiliate program in the United States which conducted business under the brand name, “Trulu™” (“Trulu”) and was operated by our wholly owned subsidiary, New Economy Marketing Opportunities, LLC.

The affiliate program business was separate from our network marketing business.

Trulu affiliates earned commissions on the sale of Trulu products under a commission plan that was separate from the Mannatech network marketing commission plan.

Our common stock trades on The Nasdaq Capital Markets (“Nasdaq”) under the symbol “MTEX.” Information for each of our two most recent fiscal years, with respect to our net sales, results of operations, and identifiable assets is set forth in the Consolidated Financial Statements of this report.

Available Information

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Mannatech’s subsidiary in China, Meitai, operates under a cross-border e-commerce model, where consumers in China can buy Mannatech products directly from Meitai via the internet.

Mannatech's subsidiary, NEMO, operates an affiliate business model under the brand name, “Trulu”, in the United States.

Scientists have discovered that a healthy body consists of many sophisticated components working in harmony to achieve optimal health and wellness and requires cellular communication to function at an optimal level.

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• In 2019, Mannatech’s key product launches were:

Eye Health, TruPlenish Chocolate and Vanilla sachets, New Catalyst, Liver Support, and Sleep Support products in various markets.

Eye Support, TruPlenish Chocolate and Vanilla sachets, New Catalyst, Liver Support, and Sleep Support products in various markets.

• In 2020, Mannatech’s key product launches included a product suite to address microbiome health:

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Additionally, our subsidiary, NEMO, launched the Trulu AM/PM product.

Mannatech offers products that include glyconutrients, a unique category of nutrients sourced from plants and designed to provide a variety of health benefits.

• In 2024, Mannatech's latest product launches included TruEdge Coffee, TruEdge Energy and TruHealth Satiety in the United States.

Women's Premier All-in-One was launched in Korea.

Luminovation was launched in multiple markets including Thailand, Mexico, Australia and South Africa.

Osolin launched in Thailand.

Mannatech offers products that include glycan nutrients, a unique category of nutrients sourced from plants and designed to provide a variety of health benefits.

We focus on producing products that are from natural sources, as well as other scientifically based efficacious sources in the following product categories:

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This category includes a variety of daily nutritional supplements, health solutions for children, and additional nutrients designed to support the body's optimal levels.

Targeted Health , which is designed to give bodies an extra edge with products designed to target specific areas and provide additional nutrients that help support body system health.

Targeted Health , which is designed to give the human body an extra edge with products designed to target specific areas and provide additional nutrients that help support body system health.

Weight and Fitness , which offers products designed to curb appetite and burn fat, build lean muscle tissue, and support recovery from overexertion.

Skin Care , which offers several products formulated with more than 30 botanical ingredients that are designed to give the skin a more natural, youthful appearance by moisturizing, hydrating and reducing the appearance of fine lines and wrinkles.

Skin Care , which offers a K-Beauty inspired line, designed to enhance skin vitality through advanced Korean skincare principles.

Focused on deep hydration, moisture retention, and barrier support, these formulations help promote a naturally radiant, youthful complexion, while reducing the appearance of fine lines and wrinkles.

Essentials , a sub-category of Targeted Health, offers a variety of dietary supplements that are formulated with a simpler ingredient profile, at a price point that is intended to be a value-add for preferred customers and associates.

Home Living , a category of products designed to make homes a peaceful haven that supplement wellness.

Currently, products in this category are only offered in Korea.

The following table summarizes our global product offerings, by category:

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Integrative Health Ambrotose ® Complex, Ambrotose AO ® , Advanced Ambrotose ® , Ambrotose Life ®

Catalyst™, Cognitate ® , Manapol ® Powder, MannaBears ® , MultiKids, Nutriverus™, Optimal Support Packets, PhytoMatrix ® , PLUS™, Chaga Cafe, Glycentials™, MannaTea™, PhytoCleanse, GlycoCafe®, MightyBears ® , MannaGel™, Tru-C™ and TruCoffee ®

Targeted Health BounceBack ® , CardioBALANCE ® , GI-ProBalance ® , GI-Zyme ® , GI-Defense®, Blood Sugar ProBalance, ImmunoSTART ® , Manna-C ™, MannaBOOM ® , MannaCLEANSE™, Omega-3 with Vitamin D3, PhytAloe ® , I-Start, MannaAloe ® with AloePrime ® , Chlorophyll, MANNAGEL™, MegaKids, GlyCollagen con Aloe Prime, M Gold+ con aloe Prime™ and GlycoForce + con aloePrime™ , EnzymeProBalance and Trulu ™ AM/PM

Catalyst™, Cognitate ® , Manapol ® Powder, MannaBears ® , MultiKids, Nutriverus™, Optimal Support Packets, PhytoMatrix ® , PLUS™, Chaga Cafe, Glycentials™, MannaTea™, PhytoCleanse, MightyBears ® , MannaGel™, Tru-C™, TruCoffee ®, TruEdge Coffee and TruEdge Energy

Weight and Fitness OsoLean ® , SPORT™, TruHealth™ Fat Loss System, including:

TruHealth™ Shake, TruHealth™ Cleanse, TruSHAPE™, EM∙PACT ® and Mannashake™

Skin Care Emprizone ® , FIRM with Ambrotose ® , FreshDen ® , Luminovation™ and MannaDent

TruHealth™ Shake, TruHealth™ Cleanse, TruSHAPE™, EM∙PACT ® and Mannashake™, EMPACT Plus TruHealth Satiety ™ and Yogurt Nuts Protein Bar

Skin Care Emprizone ® , FIRM with Ambrotose ® , FreshDen ® and Luminovation™

Essentials Catalyst™ Multivitamin, Eye Support, Liver Support, Joint Support SUPERFOOD, Sleep Support gummies and Stress Support gummies

Home Living Organt® and PURO

A significant portion of our revenue is derived from our Ambrotose, Ambrotose Life ® , TruHealth ™ , Manapol®, and Optimal Support Packets products.

A significant portion of our revenue is derived from our Ambrotose Life ® , TruHealth ™ , Ambrotose, and Optimal Support Packets products.

Product Development .

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We believe direct selling is a channel of distribution with healthy cash flow, high return on invested capital, and long-term prospects for global expansion.

According to the worldwide direct sales data published by the World Federation of Direct Selling Association, in 2022, approximately 115 million global direct sellers collectively generated annual retail sales of $172.9 billion.

According to the worldwide direct sales data published by the World Federation of Direct Selling Associations, in 2023, approximately 103 million global direct sellers collectively generated annual retail sales of $167.6 billion.

Operating Strengths

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We base our product concept on the scientific findings that certain glyconutrients, also known as glycans, monosaccharides and polysaccharides, are essential for maintaining a healthy immune system.

We believe the addition of effective nutritional supplements to a well-balanced diet, coupled with an effective exercise program, will enhance and help maintain optimal health and wellness.

We believe the addition of effective nutritional supplements to a well-balanced diet, coupled with an effective exercise and sleep program, will enhance and help maintain optimal health and wellness.

We focus on producing products by developing scientifically sound, and innovative wellness solutions, with safe ingredients that are designed to use nutrients working through normal physiology to help achieve and maintain optimal health and wellness.

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These efforts include developing and maintaining quality standards, supporting development efforts for new ingredients and compounds, and improving or enhancing existing products or ingredients.

In addition, our research and development team identifies other quality-driven suppliers and manufacturers for both our global and regional needs.

In addition, our research and development team identify other quality-driven suppliers and manufacturers for both our global and regional needs.

Research and development efforts include new product development, enhancement of existing products, clinical studies and trials, FDA compliance, safety monitoring/adverse event reporting and science and substantiation of products.

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• certification by the Therapeutic Goods Administration of Australia, when necessary;

• the European Union’s Food Supplement Directive and Nutrition and Health Claims Regulations, as well as individual member state legislation;

• the Taiwan Food and Drug Administration;

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• the Hong Kong Food and Environmental Hygiene Department and Department of Health Drug Office;

• the China Food and Drug Administration.

• Thailand Food and Drug Administration

We have an established quality assurance program designed to ensure our manufacturers’ compliance with these certifications and guidelines, and to ensure that proper controls are maintained during the manufacturing, evaluation, packaging, storage, and distribution of our products.

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▪ offering a satisfaction guarantee product return policy;

▪ providing comprehensive corporate websites that provide instant access to Internet ordering, marketing, technical and educational information, and unique and innovative marketing tools (including www.mannatech.com, www.allaboutmannatech.com, library.mannatech.com, mannatechai.com, training.mannatech.com, events.mannatech.com, and www.mannafest.com);

▪ maintaining an extensive web-based downline management system called Success Tracker™ that provides access to downline organization reporting and sales reporting for our independent associates, free their first year as an associate and then at a minimal cost thereafter;

▪ providing Mannatech Now Tech, an app and web-based platform that provides a vast library of marketing resources, which are easily shareable and maintain full attribution to the associate who shares the resource.

▪ providing comprehensive corporate websites that provide instant access to Internet ordering, marketing, technical and educational information, and unique and innovative marketing tools (including www.mannatech.com, www.allaboutmannatech.com, library.mannatech.com, mannatech.ai, training.mannatech.com, events.mannatech.com, and www.mannafest.com);

▪ maintaining online platforms and reporting using industry-focused partnerships that provides access to downline organization reporting and sales reporting for our independent associates;

▪ providing MannaGO, an app and web-based platform that provides a vast library of marketing resources, which are easily shareable and maintain full attribution to the associate who shares the resource.

This app is a hub for the associates’ business, providing prompts to help with delivering excellent customer care and maintaining a person connection with customers and downline members.

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We believe that our team of executives has extensive experience in every aspect of business operations and is highly focused on our success.

At December 31, 2023, our Board of Directors is composed of five directors, including three independent directors.

At December 31, 2024, our Board of Directors is composed of six directors, including three independent directors.

We believe our board members have a wealth of knowledge and experience in all aspects of our business operations and are especially well versed in network marketing, finance, nutritional products, regulatory matters, and corporate governance.

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We continue to focus on new areas for future product development.

We continue our research efforts and strive to ensure that all of our products are made from high quality, effective ingredients that contain one or more of our proprietary compounds, which we believe supports our goal to be a cutting-edge industry leader.

We continue our research efforts and strive to ensure that all of our products are made from high quality, effective ingredients in which many formulas contain one or more of our proprietary compounds or a combination of ingredients, which we believe supports our goal to be a cutting-edge industry leader.

We expect that any future products we develop will further complement and enhance our existing products.

Provide Outstanding Product Value and Results to Customers.

Providing Outstanding Product Value and Results to Customers.

We work to ensure that all associates and their customers have a great experience with each of our products that deliver tangible results, are supported by science, and are backed by a powerful satisfaction guarantee.

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We pursue registrations for various trademarks associated with our key products and branding initiatives.

As of December 31, 2023, we had 36 registered trademarks in the United States and five trademark applications pending with the United States Patent and Trademark Office.

As of December 31, 2023, we had 559 registered trademarks in 35 foreign jurisdictions and 42 trademark applications pending in 11 foreign jurisdictions.

As of December 31, 2024, we had 38 registered trademarks in the United States and three trademark applications pending with the United States Patent and Trademark Office.

As of December 31, 2024, we had 532 registered trademarks in 35 foreign jurisdictions and 28 trademark applications pending in 10 f oreign jurisdictions.

Globally, the protection available in foreign jurisdictions may not be as extensive as the protection available to us in the United States.

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The Company applies for patent protection in various countries for the technology related to our product formulations.

As of December 31, 2023, we had 13 patents for technology related to our Ambrotose ® formulation, all of which are in 11 f oreign jurisdictions.

Overall, as of December 31, 2023, 96 patent s have been assigned, issued, granted or validated to Mannatech in major global markets for the technology relating to our Ambrotose ® , Ambrotose AO ® , Ambrotose Life ® , GI‑ProBalance™, PhytoMatrix ® , and NutriVerus™ product formulations, as well as in the field of biomarker assays.

As of December 31, 2024, we had 17 p atents for technology related to our Ambrotose ® formulation, all of which are in 15 f oreign jurisdictions.

Overall, as of December 31, 2024, 74 p atent s have been assigned, issued, granted or validated to Mannatech in major global markets for the technology relating to our Ambrotose ® , Ambrotose AO ® , Ambrotose Life ® , GI‑ProBalance™, PhytoMatrix ® , and NutriVerus™ product formulations, as well as in the field of biomarker assays.

Currently, we have two patent applications pending in two foreign jurisdictions relating to the technology supporting many of the above listed products.

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Our sales philosophy is to distribute our products to consumers for personal consumption or resale.

We principally distribute our products through network marketing channels where independent associates and preferred customers purchase our products at a discounted wholesale value.

We principally distribute our products through network marketing channels where independent associates and preferred customers purchase our products at a discounted value.

Independent associates are eligible to participate in our global associate career and compensation plan.

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We remain actively committed to expanding the number of our independent associates through recruitment, support, motivation, and incentives.

We had approximately 145,000 active associate and preferred customer positions held by individuals that purchased our products and/or packs or paid associate fees during each of the years ended December 31, 2023, and 2022.

We had approximately 133,000 and 145,000 active associate and preferred customer positions held by individuals that purchased our products and/or packs or paid associate fees during the years ended December 31, 2024, and 2023, respectively.

We have a loyalty program through which consumers earn loyalty points from qualified automatic orders, which can be applied to future purchases.

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• offering 24-hour, seven days a week access to information and ordering through the Internet;

• offering Success Tracker ™ , a customized business-building genealogy system, which contains sales reporting, graphs, maps, alerts, rank advancement guidance, and business volume reports;

• offering an extensive business-building genealogy system, which contains sales reporting, graphs, maps, alerts, rank advancement guidance, and business volume reports;

• offering, in the United States and Canada, a compilation of online marketing and training tools, including personalized web pages;

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If a violation is found, the complaint moves through the compliance process where the person against whom the complaint has been filed has an opportunity to respond to the allegations.

Depending on the nature of the violation, we may impose various sanctions, including written warnings, mandatory training, probation, withholding commissions, and termination of associate status.

Depending on the nature of the violation, we may impose various sanctions, including written

warnings, mandatory training, probation, withholding commissions, and termination of associate status.

We will terminate any associate’s agreement for making claims that our products can treat, cure, mitigate or prevent any disease, unless such claim is found to be de minimis and isolated.

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This policy allows the associate or preferred customer to return an order within one year of the purchase date upon voluntarily terminating his/her account.

If an associate or preferred customer returns a product unopened and in good condition, he/she may receive a full refund minus a 10% processing fee.

If an associate or preferred customer returns a product unopened and in good condition, he/she may receive a full refund minus any shipping cost, if applicable.

We may also allow the associate or preferred customer to receive a full satisfaction guarantee refund if they have tried the product and are not satisfied for any reason, excluding promotional materials.

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If we discover abuse of the refund policy, we may terminate the associate's or preferred customer's account.

Artificial Intelligence

We utilize advanced artificial intelligence (“AI”) algorithms and technologies to enhance various aspects of our operations.

These enhancements include improving customer experience, optimizing our marketing execution, and enabling more effective analysis and use of our operating and financial data.

Given the evolving nature and complexity of AI technologies, there remains inherent operational and legal risks.

For more details, refer to Item 1A – Risk Factors – “We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations,” which highlights potential challenges in managing AI use, including reputational harm, competitive harm, legal liability and potential adverse effects on our results of operations.

Information Technology Systems

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We also perform routine maintenance procedures and periodically upgrade our software and hardware to help ensure that our systems are secure and work efficiently and effectively to minimize the risk of business interruption.

Although we maintain an extensive business continuity plan, a long-term failure or impairment of any of our information technology systems could adversely affect our ability to conduct day-to-day business.

maintain an extensive business continuity plan, a long-term failure or impairment of any of our information technology systems could adversely affect our ability to conduct day-to-day business.

For information regarding technology-related risks, see the information in "Item 1A:

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The following governmental agencies regulate various aspects of our business and our products in the United States:

• the Food and Drug Administration;

• the Federal Trade Commission (the “FTC”);

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A majority of our products are considered dietary supplements as outlined in the FFDC Act, which requires us to maintain evidence that a dietary supplement is reasonably safe.

A manufacturer of dietary supplements may make statements concerning the effect of a supplement or a dietary ingredient on the structure or any function of the body, in accordance with the regulations described above.

A manufacturer of dietary supplements may make statements concerning the effect of a supplement or a dietary ingredient on the structure or any function of the body, in

accordance with the regulations described above.

As a result, we make such statements with respect to our products.

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MoCRA expands the FDA’s oversight of the cosmetic industry.

Most requirements under MoCRA will be effective in December 2023.

Once fully implemented, MoCRA will require adverse event recordkeeping and reporting, manufacturer facility registration, product listing, records supporting safety substantiation, minor label modifications including contact information for adverse event reporting and labeling of fragrance allergens.

MoCRA requires adverse event recordkeeping and reporting, manufacturer facility registration, product listing, records supporting safety substantiation, minor label modifications including contact information for adverse event reporting and labeling of fragrance allergens.

MoCRA also grants the FDA the authority to initiate mandatory product recalls as well as the authority to suspend facility registration when warranted.

Once the FDA issues the requisite rule-making, cosmetic manufacturers will be required to comply with cosmetics-specific current Good Manufacturing Processes.

Cosmetic manufacturers are required to comply with cosmetics specific current Good Manufacturing Processes.

We develop and maintain product substantiation dossiers, which contain the scientific literature pertinent to each product and its ingredients.

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(ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom);

and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong and China).

and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, China and Thailand).

Some of the country-specific regulations include the following:

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• the Retail Trade Act of January 15, 1996, regulating both multi-level marketing (article 22) and pyramid sales (article 23), and Spanish Law 1/2007 on Consumer Protection (“Spanish Consumers Act”), regulating consumer protection, including warranties and product liability, in Spain;

• the Regulation of Act 1700 of 2013, Article 2.2.50 on December 27, 2013 governs the Activities of Network Marketing or Multilevel Marketing companies through monitoring compensation plans, contract conditions and enacting preventive suspension, in Colombia;

• the Food Act (B.E.

2551 and 2561), regulating the production, importation and distribution of food and dietary supplements, the Direct Selling and Direct Marketing Act (B.E.

2545) and its Third Amendment (B.E.

and the Royal Ordinance on Fisheries (B.E.

2558) in Thailand;

• the Regulation on the Prohibition of Pyramid Selling, the Regulation on Administration of Direct Sales, the Law on Protection of Consumer Rights, the Food Safety Law, and the Anti-Unfair Competition Law in China.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business