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): July 1, 2024
(Exact Name of Registrant as Specified in its Charter)
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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):
Securities Registered Pursuant to Section 12(b) of the Act:
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 1, 2024, Mannatech, Incorporated (the "Company") issued a press release announcing that the Board of Directors appointed James Clavijo as Chief Financial Officer ("CFO"), principal financial officer and principal accounting officer of Mannatech Incorporated (the "Company") effective July 1, 2024. Landen Fredrick, the Company’s Chief Executive Officer, who served as the Company's interim CFO since January 2024, will relinquish the role to Mr. Clavijo.
Mr. Clavijo previously served as Managing Partner of CFO Tune since July 2023. Mr. Clavijo also served as Chief Financial Officer of Longeveron, Inc. from May 2019 to July 2023. Prior to Longeveron, Mr. Clavijo served as Chief Financial Officer of Aeterna Zentaris from March 2018 to November 2018. Mr. Clavijo has over 25 years of experience in executive, finance and accounting activities, including experience as a Chief Financial Officer for several biotech, cell therapy, medical device, pharmaceutical, healthcare, and technology companies. Mr. Clavijo’s experience has included building, leading, and advising companies with strategic plans for pharmaceutical commercialization and manufacturing, negotiating licensing and drug development agreements, as well as advising companies with complex restructurings, mergers and acquisitions, capital market transactions, and system implementations.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
Per the terms of the Executive Employment Agreement with Mr. Clavijo, he is entitled to an annual base salary of $275,000 and is eligible to participate in the Company's annual executive bonus program established by the Board of Directors' Compensation Committee. The Company will also grant an option to Mr. Clavijo to purchase 4,500 shares of the Company's common stock, pursuant to the Company's 2017 Stock Incentive Plan. The stock option grant will be executed and formalized upon Mr. Clavijo's start with the Company. The Company will extend a one-time $15,000 relocation allowance to Mr. Clavijo and he will be eligible to participate in the Company's employee benefits, including its 401k, health insurance, and paid time off benefits. Under the terms of the Employment Agreement, Mr. Clavijo is entitled to severance if the Company either exercises its right to early termination or provides notice of its intent to not renew the agreement.
A copy of the Executive Employment Agreement is filed herewith as Exhibit 10.20.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | ||||
99.1* | Press Release, dated July 1, 2024 titled ''Mannatech Announces Appointment of James Clavijo as Chief Financial Officer'' | ||||
Executive Employment Agreement executed June 25, 2024 | |||||
*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: July 1, 2024
| MANNATECH, INCORPORATED | |||||
| By: | /s/ Landen Fredrick | ||||
| Landen Fredrick | |||||
| Chief Executive Officer | |||||
 | Exhibit 99.1 | |||||||
FLOWER MOUND, Texas - July 1, 2024 - Mannatech, Incorporated (NASDAQ: MTEX) announced that the Board of Directors appointed James Clavijo as Chief Financial Officer of Mannatech Incorporated (the "Company") effective July 1, 2024.
James Clavijo brings over 25 years of experience in executive, finance, and accounting activities. He has served as CFO for biotech, medical technology, and pharmaceutical companies, including Longeveron (NASDAQ: LVGN), Guided Therapeutics (OTC: GTHP), Aeterna Zentaris (NASDAQ: AEZS), and Tri-source Pharma. Mr. Clavijo has led and advised companies with strategic plans for pharmaceutical commercialization and manufacturing, has negotiated licensing and drug development agreements, and he has advised companies with complex restructurings, mergers, acquisitions, capital market transactions, and system implementations. Mr. Clavijo served as an Officer in the U.S. Army for 13 years in active and reserve duty. He holds a BA in Chemistry (PreMed) from the University of Florida, a BA in Accounting from the University of Nebraska, and a master's in accounting from Florida International University. Mr. Clavijo was licensed as a CPA in Florida from 2000-2011.
As previously announced, Landen Fredrick, the Company’s Chief Executive Officer, has been serving as interim CFO for the Company since January 2024. Mr. Fredrick will relinquish the responsibilities to Mr. Clavijo as he focuses on oversight of the senior executive team and the team of general managers over our international markets, driving operational excellence and executing the Company’s strategic initiatives. Mr. Fredrick said, “the Company engaged in an extensive search for a qualified financial expert to oversee the Company's global finance organization as we strive to create shareholder value. We are pleased to welcome James Clavijo to Mannatech."
About Mannatech:
Mannatech is a leading global health and wellness company committed to empowering everyone to live their best life through cutting-edge, science-backed nutritional products, patented technology, and a rewarding business opportunity. With operations in 25 markets†, Mannatech helps people to live healthier, more fulfilling lives while making a positive social impact in the world. Individuals interested in Mannatech's products or in exploring its business opportunity can learn more at Mannatech.com.
†Mannatech operates in China under a cross-border e-commerce platform that is separate from its network marketing model.
Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “may,” “will,” “should,” "hope," “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential,” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals, or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, the impact of COVID-19 on Mannatech's business, Mannatech’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.
Contact Information:
Erin Barta
General Counsel and Corporate Secretary
214.724.3378
ir@mannatech.com
www.mannatech.com