Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 001-35647 LIFEVANTAGE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 90-0224471 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 3300 N. Triumph Blvd, Suite 700 84043 Lehi, Utah (Address of Principal Executive Office) (Zip Code.) (801) 432-9000 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.0001 LFVN The Nasdaq Stock Market LLC Title of each class Trading Symbol(s) Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $63.7 million, based on a closing market price of $6.16 per share. The number of shares of common stock (par value $0.0001) outstanding as of August 26, 2026 was 12,527,348 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed subsequent to the date hereof with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s fiscal year 2027 annual meeting of stockholders are incorporated by reference into Part III of this report. Such definitive proxy statement will be filed with the Commission not later than 120 days after the end of the registrant’s fiscal year ended June 30, 2026.
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2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this report and the information incorporated by reference herein may contain “forward-looking statements” (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These statements, which involve risks and uncertainties, reflect our current expectations, intentions, or strategies regarding our possible future results of operations, performance, and achievements. Forward-looking statements include, without limitation: statements regarding future products or product development; statements regarding future selling, general and administrative costs and research and development spending; statements regarding the future performance of our network marketing efforts; statements regarding our expectations regarding ongoing litigation; statements regarding international growth; and statements regarding future financial performance, results of operations, capital expenditures and sufficiency of capital resources to fund our operating requirements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and applicable rules of the Securities and Exchange Commission (“SEC”) and common law. These forward-looking statements may be identified in this report and the information incorporated by reference by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “should” and similar terms and expressions, including references to assumptions and strategies. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: • Inability to properly manage, motivate and retain our independent consultants (which we previously referred to as “distributors” in our prior filings) or to attract new customers and independent consultants on an ongoing basis; • Non-compliance by our independent consultants with applicable legal requirements or our policies and procedures; • Changes to our independent consultant compensation plans; • Dependence upon a few products for revenue; • Dependence on third parties to manufacture our products; • Sourcing and pricing of high quality materials for our products; • Disruptions to the transportation channels used to distribute our products; • Risk of being subject to a product recall; • Product liability claims against us; • Competition in the dietary supplement and personal care markets; • Unfavorable publicity on our business or products; • Actions by activist stockholders; • Loss of or inability to attract key personnel; • Risk of being held responsible for certain taxes or assessments and other obligations relating to the activity of our independent consultants; • Risk related to Global Not For Resale program; • Inability to comply with evolving laws, regulations, standards, policies, and contractual obligations related to data privacy and security, including cybersecurity;
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3 • Inability to comply with evolving laws, regulations, standards, policies, and contractual obligations related to artificial intelligence; • Inability to manage existing markets, open new international markets or expand our operations; • Inability of new products and technological innovations to gain customer or independent consultant or market acceptance; • Inability to execute our product launch process due to increased pressure on our supply chain, information systems and management; • Inability to appropriately manage our inventory; • Disruptions in our information technology (“IT”) systems, including as a result of cybersecurity incidents; • Inability to comply with financial covenants imposed by our credit facility and the impact of debt service obligations and restrictive debt covenants; • International trade or foreign exchange restrictions, increased tariffs, and foreign currency exchange fluctuations; • Inability to raise additional capital or complete desired acquisitions; • Strict government regulations on our business; • Regulations governing the production or marketing of our products; • Risk of investigatory and enforcement action; • Risk of our direct selling program being found non-compliant with current or newly adopted laws or regulations in various markets; • Laws and regulations prohibiting or severely restricting direct selling; • International regulatory and business risks, including failure to comply with anti-corruption laws; • Inability to protect our intellectual property rights; • Third party intellectual property infringement claims; • Volatility of the market price of our common stock; • Risk of substantial sales of shares negatively impacting the market price of our common stock; • Inability of share repurchase program enhancing long-term stockholder value; • Risk of additional shares issued diluting voting power of current outstanding common stock or causing decline in stock price; • Potential delisting of our common stock due to non-compliance with Nasdaq’s continued listing requirements; • Risks related to being a smaller reporting company; • Limitations for disputes, mergers, tender offers, or proxy contests under Delaware law; • Expensive and time consuming legal proceedings; • Ineffectiveness of internal controls over financial reporting; • Challenges to tax positions or transfer pricing policies or change in laws; • Economic, political, foreign exchange and other risks associated with international operations, including consumer discretionary spending habits; • Unfavorable global economic conditions; • Securities class action litigation; and • Securities or industry analysts ceasing coverage or publishing inaccurate or unfavorable research.
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4 When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated by reference. Except as required by law, we have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the date of this report.
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5 SUMMARY OF RISKS ASSOCIATED WITH OUR BUSINESS We face risks and uncertainties associated with our business, many of which are beyond our control. Some of the more significant risks associated with our business that may cause actual results to differ materially from our forward-looking statements include the following: • An inability to properly motivate and incentivize sales from our independent consultants could harm our business. • If we are unable to retain our existing customers and independent consultants or attract additional customers and independent consultants, our revenue will not increase and may decline further. • Our independent consultants could fail to comply with applicable legal requirements or our policies and procedures, which could result in claims against us that could harm our business. • We primarily depend on a few products for our revenue. • We are dependent upon third parties to manufacture our products. • We are subject to evolving laws, policies, and contractual obligations related to data privacy and security, including cybersecurity, and our actual or perceived failure to comply with such obligations or the actual or perceived failure to maintain the integrity of our data could expose us to data loss or litigation, harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business, prospects, financial condition, and operating results. • We are subject to risks related to product recalls. • Our business is susceptible to product liability claims. • Many of the markets in which we compete for business, including the dietary supplement and personal care markets, are highly competitive. We may not be able to compete effectively, which may have a material adverse effect on our results of operations and financial condition. • Actions of activist stockholders have, and could continue to, impact the pursuit of our business strategies, cause us to incur substantial costs, divert our management’s attention and resources, and adversely affect our business, results of operations, financial condition, and the trading price of our common stock. • We are subject to risks related to a Global Not For Resale Program. • If we are able to expand our operations, we may experience difficulties in managing our future growth, which could adversely affect our business. • Inability of new products and technological innovations to gain market acceptance by customers and/or independent consultants could harm our business. • Our business could be negatively impacted if we fail to execute our product launch process due to increased pressure on our supply chain, information systems and management. • We rely on our IT systems to manage numerous aspects of our business, and a disruption in these systems, including as a result of cybersecurity incidents, could adversely affect our business. • We are increasingly using artificial intelligence to support our business, and the rapidly evolving adoption, deployment and use of artificial intelligence involve significant risks that could adversely affect our business. • A substantial portion of our business is conducted in foreign markets, exposing us to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations, disruptions or conflicts with our third-party importers and similar risks associated with foreign operations. • Our business is subject to strict government regulations.
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6 • Our direct selling program could be found to be not in compliance with current or newly adopted laws or regulations in one or more markets, which could prevent us from conducting our business in these markets and harm our financial condition and operating results.
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7 TABLE OF CONTENTS Page PART I Item 1. Business 8 Item 1A. Risk Factors 30 Item 1B. Unresolved Staff Comments 51 Item 1C. Cybersecurity 51 Item 2. Properties 52 Item 3. Legal Proceedings 52 Item 4. Mine Safety Disclosures 52 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. Reserved 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 65 Item 8. Financial Statements and Supplementary Data 65 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 65 Item 9A. Controls and Procedures 65 Item 9B. Other Information 66 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 66 PART III Item 10. Directors, Executive Officers and Corporate Governance 67 Item 11. Executive Compensation 67 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 67 Item 13. Certain Relationships and Related Transactions, and Director Independence 67 Item 14. Principal Accountant Fees and Services 67 PART IV Item 15. Exhibits, Financial Statement Schedules 68 Signatures 72
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8 PART I ITEM 1 — BUSINESS Overview LifeVantage Corporation (the “Company,” “LifeVantage,” “we,” “us,” or “our”) is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. LifeVantage is dedicated to helping people achieve their health, wellness and financial goals. We provide quality, scientifically validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to our independent consultants. We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland, and Portugal. We also sell our products in a number of countries to customers for personal consumption only. We engage in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, weight management products, gut health products, skin and hair care products, and nootropics. Our product lines include: Protandim®, our flagship line of scientifically validated dietary supplements; LifeVantage®, our line of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, Daily Wellness, Fat Burn, Prebiotic and Carb Block; TrueScience®, our line of skin and hair care products and Liquid Collagen; our newest activator the P84 System, which helps to regulate, repair and restore gut health; Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic and energy/hydration drink mixes. We were incorporated in Colorado in June 1988 under the name Andraplex Corporation. We changed our corporate name to Yaak River Resources, Inc. in January 1992 and subsequently changed it again in October 2004 to Lifeline Therapeutics, Inc. In October 2004 and March 2005, we acquired all of the outstanding common stock of Lifeline Nutraceuticals Corporation. In November 2006, we changed our name to LifeVantage Corporation. From our fiscal year 2005 until our fiscal year 2009, we marketed and sold a single product, Protandim®, through traditional retail stores. In October 2008, we announced that we were transitioning our business model from a traditional retail model to a direct sales model in which Protandim® would be sold primarily through a network of independent consultants. Since entering direct sales, we have increased our geographic reach by entering new international markets and increased our product offering by introducing additional scientifically validated products. In 2018, we reincorporated from the State of Colorado to the State of Delaware. Fiscal Year 2026 Highlights New Product Offerings In fiscal year 2026, following the acquisition of the critical operating assets of LoveBiome in October 2025, we launched the P84 System, PhytoPower B, AXIO® X and AXIO® Hydrate in the United States. We also introduced Healthy Edge, a new product pack combining Protandim® Nrf2 Synergizer® and the P84 System. Additional product launches included limited-edition AXIO Smart Energy® flavors in the United States and Japan, Petandim® in Mexico, and the TrueScience® TrueRefine Glow-Up Mask as a limited-time offering across multiple markets. In addition, we expanded our European footprint by opening product sales in Iceland and Portugal. A summary of the various product introductions by market in fiscal year 2026 is as follows: • In the United States, we launched four products acquired from LoveBiome following our October 2025 acquisition of its critical operating assets. These product launches included: the P84 System, a two product system consisting of PhytoPower 1 and PhytoPower 2 that includes probiotics, prebiotics, postbiotics, digestive enzymes, and superfood blends, which, in an in vitro study, activated 14 key gut peptides associated with gut health and microbiome support; PhytoPower B, a drink mix designed to help reduce the impact of carbohydrate-heavy meals by slowing carbohydrate-to-sugar conversion and supporting healthy metabolism that we rebranded as LifeVantage® Carb Block after we sold through our existing stock of PhytoPower B; PhytoPower X, a pineapple passion-fruit-flavored drink mix containing
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9 250 mg of natural caffeine and functional ingredients to support stamina and physical energy that was rebranded and launched as AXIO® X; and Next Hydrate, a mango lemonade-flavored electrolyte drink mix formulated to support hydration, recovery, and performance that was rebranded and launched as AXIO® Hydrate. In addition, we introduced limited-edition AXIO Smart Energy® flavors, including Decaffeinated Orange Cream and Caffeinated Passionfruit Guava. Under the TrueScience® portfolio, we launched the TrueScience® TrueRefine Glow-Up Mask as a limited-time offering during the holiday season and for Mother's Day. • In Japan, we launched the TrueScience® TrueRefine Mask during the holiday season and introduced a limited-edition AXIO® Decaffeinated Peach Nectarine flavor. • In Taiwan, we launched the P84 System in February 2026 and offered the TrueScience® TrueRefine Glow-Up Mask as a limited- time promotion in April 2026. • In Canada, we launched the MB System™ (the international name of the MindBody GLP-1 System®) in November 2025, consisting of MB Core® and MB Enhance®, which are designed to work together to support energy metabolism and provide antioxidant support. We also introduced the TrueScience® TrueRefine Mask during the holiday season. • In Mexico, at a March 2026 event in Mexico City, we introduced Petandim®, a chewable supplement for dogs containing antioxidants, omega-3 fatty acids, and collagen. We also launched the TrueScience® TrueRefine Glow-Up Mask during the holiday season, • In Europe, we launched the MB System™ in October 2025 and offered the TrueScience® TrueRefine Glow-Up Mask as a holiday limited-time offering. We also expanded into Iceland and Portugal with initial limited product offerings. Technology Innovation We continued to invest in technology to enhance the LifeVantage experience for our independent consultants, customers and employees. In fiscal year 2026, we advanced strategic initiatives focused on: modernizing our digital commerce capabilities, improving independent consultant business tools, strengthening data and integration capabilities, and enhancing the scalability and reliability of our technology platforms. Our technology efforts included progress toward transitioning from our legacy commerce systems to a more modern and scalable eCommerce platform designed to improve site performance, simplify shopping and enrollment experiences, support international growth, and enable greater business agility. We also enhanced digital tools and reporting capabilities that helped our independent consultants better understand their business activity, track progress toward incentives and promotions, and take more informed actions to engage prospects, support customers, and grow their organizations. In addition, we continued to improve our data and integration foundation to support more timely and accurate reporting, better cross-platform connectivity, and future analytical and artificial intelligence capabilities. Together, these initiatives are intended to create a more modern, scalable digital foundation that supports our long-term growth strategy and improves the overall LifeVantage experience. Nutrigenomic Culture & Activating Wellness We continue to own our message of activation by developing products that empower the body to work as designed with nutrients that activate internal processes to support vibrant health at any age. Nutrigenomics and cellular activation are cutting-edge trends in our industry that support our unique position in the market and leverage our core competencies and existing products. Activation is the guiding principle of our culture and is the key underlying message for our independent consultants and customers. We continue capitalizing on this message by highlighting how LifeVantage has used the concept of activation and expanded it to every aspect of our business, with our brand message of “activating wellness.” By focusing on wellness, we are able to apply activation not only to our products, which support physical, mental, and emotional health, but also our business opportunity, which supports financial, social, and spiritual health. The “activating wellness” message is featured across our communications with our independent consultants and in our brand and marketing materials. In fiscal year 2026, the brand message of activation and “activating wellness” was strengthened by introducing the innovative, patent-pending P84 System, a two product system consisting of PhytoPower 1 and PhytoPower 2. The P84 System was investigated for its ability to support the production of gut peptides in a comprehensive, holistic way using various in vitro cell models. The P84 System showed activation of 14 different peptides that are important throughout the gastrointestinal tract. The positive changes in the
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10 production of these peptides show that the P84 System provides foundational and comprehensive gut support through regulation, repair, and restoration from the intestinal lining all the way to the microbiome that lives within. Red Carpet Program In fiscal year 2026, we continued to grow through our red-carpet program, which is designed to attract and incentivize experienced direct selling sales leaders to join LifeVantage. Red carpet leaders are identified by our independent consultants who facilitate the relationship between the potential red carpet leader and LifeVantage. Our corporate team does not actively engage in recruiting leaders for the red carpet program. We remain optimistic that this program will help drive long term revenue growth for our business. We have increased red carpet leadership enrollments and hope to see improved retention and active independent consultant and customer counts as a result of this program. Rewards Circle Loyalty Program In March 2023, we launched our Rewards Circle customer loyalty program to drive retention in the United States, Australia, New Zealand, and Japan. In February 2024, Rewards Circle was expanded to Canada, Europe, and Mexico. Rewards Circle rewards customers who demonstrate loyalty through subscription purchases with discount credits to redeem on future purchases. In August 2024, Rewards Circle was expanded to also reward independent consultant subscription purchases in the United States, Australia, and New Zealand markets. In October 2025, Rewards Circle was expanded into Iceland and in May 2026 it was expanded into Portugal. We also updated Rewards Circle in Canada, Europe, Mexico and Japan to lower the earning and redemption thresholds to make it easier for consumers to enroll with a subscription and redeem credits more quickly and on lower priced products. Our Competitive Advantages We believe we have a competitive advantage in several key areas: • Our Sales Compensation: We believe our sales compensation plan engineered for our independent consultants is one of the more financially rewarding plans in the direct selling industry and in line with direct selling industry standards. Our sales compensation plan also enables independent consultants to earn compensation early and often as they sell our products. Some elements of our sales compensation plan are calculated and paid daily to eligible independent consultants and others are calculated and paid weekly or monthly, allowing new independent consultants to receive their sales commissions more quickly. We believe the ease of more frequent sales commission payments helps us attract and then retain new independent consultants by allowing them to receive their commission payments as soon as possible after making qualified product sales. We also offer a variety of incentives to our independent consultants for achieving specified product sales goals. We believe our sales compensation plan provides motivation for our independent consultants to sell our products to customers and share the business opportunity with other entrepreneurs seeking to begin their own sales business. In 2023, we implemented a new compensation plan for our independent consultants in the United States, Australia, New Zealand and Japan markets. This compensation plan is known as our “Evolve Compensation Plan.” In February 2024, we launched the Evolve Compensation Plan for our independent consultants in the Canada, Mexico, and Europe markets. In November 2024, we launched an optimized version of the Evolve Compensation Plan for our independent consultants in the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe markets. In March 2025, we launched the Evolve Compensation Plan for our independent consultants in other markets, including Taiwan, Hong Kong, and Singapore. In September 2025, we received the appropriate government approval in Thailand for the Evolve Compensation Plan and intend to roll it out to Thailand in fiscal year 2027. • Our Products: Our focus is on a differentiated approach to health activation through nutrigenomics and the study of how properly formulated and applied nutrition and naturally occurring compounds affect human genes to support good health. We have developed proprietary and exclusive scientifically validated activation products focused on helping individuals look, feel, and perform better. Our products are the Protandim® line of scientifically validated dietary supplements; the LifeVantage® line of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, Daily Wellness, Fat Burn, Prebiotic and Carb Block; the TrueScience® line of skin and hair care products and Liquid Collagen; our newest activator the P84 System, which
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11 helps to regulate, repair and restore gut health; the Petandim® pet supplement formulated to combat oxidative stress in dogs; and the AXIO® line of nootropic and energy/hydration drink mixes. We believe the significant number of customers who regularly and repeatedly purchase our products is a strong indicator of the health benefits of our products. ◦ The Protandim® product line includes Protandim® NRF1 Synergizer®, Protandim® Nrf2 Synergizer®, and Protandim® NAD Synergizer®. The Protandim® NRF1 Synergizer® is formulated to increase cellular energy and performance by boosting mitochondria production to improve cellular repair and slow cellular aging. The Protandim® Nrf2 Synergizer® contains a proprietary blend of ingredients and has been shown to combat oxidative stress and enhance energy production by increasing the body’s natural antioxidant protection at the genetic level, inducing the production of naturally occurring protective antioxidant enzymes, including superoxide dismutase, catalase, and glutathione synthase. The Protandim® NAD Synergizer® was specifically formulated to target cell signaling pathways involved in the synthesis and recycling of a specific molecule called NAD (nicotinamide adenine dinucleotide), and it has been shown to double sirtuin activity, supporting increased health, focus, energy, mental clarity, and mood. Use of the three Protandim® products together (marketed as Protandim® Tri- Synergizer®) has been shown to produce “activation synergies” greater than using the individual products on their own. ◦ The LifeVantage® product line includes: the MindBody GLP-1 System®, a dietary supplement that combines two products, MB Core® and MB Enhance®, which are designed to support weight management and wellness by activating GLP-1 naturally and balancing signals along the gut-brain axis; Omega+, a dietary supplement that combines DHA and EPA omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system; ProBio, a dietary supplement designed to support optimal digestion and immune system function; Daily Wellness, a dietary supplement designed to support immune health; IC Bright®, a dietary supplement to help support eye and brain health, reduce eye fatigue and strain, support cognitive functions, and may help support normal sleep patterns; Rise AM & Reset PM System®, a dietary supplement that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time; D3+, a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health; Fat Burn, a dietary supplement designed to support weight-management; Prebiotic, a dietary supplement designed to support a healthy digestive tract; and Carb Block, a dietary supplement drink mix designed to help reduce the impact of carbohydrate-heavy meals by slowing carbohydrate-to-sugar conversion and supporting healthy metabolism that we acquired from LoveBiome as PhytoPower B and rebranded as Carb Block. ◦ The P84 System is our newest patent pending two-product activator consisting of PhytoPower 1 and PhytoPower 2 that contains probiotics, prebiotics, postbiotics, digestive enzymes, and superfood blends designed to support gut health, which, in an in vitro study, activated 14 key gut peptides associated with gut health and microbiome support. ◦ Our TrueScience® line of skin and hair care products includes TrueScience® TrueClean Refining Cleanser, TrueScience® TrueRenew Daily Firming Complex, TrueScience® TrueLift Illuminating Eye Cream, TrueScience® TrueHydrate Brightening Moisturizer, TrueScience® TrueTone Perfecting Lotion, TrueScience® TrueProtect Daily Mineral Sunstick SPF 30, TrueScience® Perfecting Lotion, TrueScience® Hand Cream, TrueScience® Invigorating Shampoo, TrueScience® Nourishing Conditioner, TrueScience® Scalp Serum, and TrueScience® Liquid Collagen. TrueScience® Liquid Collagen activates, replenishes, and maintains collagen to support firmness and elasticity from within. It has been shown to have a synergistic effect with Protandim® Nrf2 Synergizer®, helping to break the cellular stress that prevents cells throughout the body from performing optimally. ◦ Petandim® is a supplement specially formulated to combat oxidative stress in dogs through Nrf2 activation. ◦ AXIO® is our line of nootropic and energy/hydration drink mixes. AXIO Smart Energy® is formulated to promote alertness and support mental performance.
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12 • Technology-Enabled Consultant Training and Resources: We are committed to providing our independent consultants with technology-enabled resources, training and tools designed to support productivity, simplify business activities and enhance their opportunity for successful product sales and resulting commissions. We continue to invest in digital capabilities that help independent consultants more effectively manage their businesses, engage customers and prospects, understand business activity and access relevant training and product information. Our digital tools, including the LifeVantage mobile app and web-based independent consultant resources, are designed to provide a more streamlined business management experience. These tools support activities such as onboarding, product education, business tracking, incentive and promotion visibility, communication, and access to training materials. They also provide us and independent consultant leadership with insight into activity trends across the independent consultant base, which can help inform future tools, training, and support programs. We are also focused on improving the way technology supports independent consultant development and business-building activities. Over time, we expect to leverage data, analytics, automation, and artificial intelligence to provide more personalized guidance, more relevant content and training, and more actionable recommendations to help independent consultants engage customers and prospects more effectively. In addition to digital tools and training resources, we continue to encourage independent consultants to participate in company-sponsored events, conventions, sales promotions, and incentive programs, which remain important components of independent consultant education, engagement, and community building. • Our Culture: We are committed to creating a culture for our independent consultants, their customers and our employees that focuses on ethical, legal, and transparent business practices. At enrollment, our independent consultants agree to abide by their contract with us, which includes our policies and procedures. These policies and procedures, when followed, are designed to ensure that our independent consultants comply with applicable laws and regulations. Our consultant compliance department monitors the activities of our independent consultants as part of our efforts to enforce our policies and procedures. Similarly, our code of business conduct and ethics sets forth guidelines and expectations for our employees. We believe our ethical, legal, and transparent culture attracts highly qualified employees and independent consultants who share our commitment to these principles. • Global Customer Acquisition: Our global customer acquisition program expands the number of countries where customers can purchase and use our products for personal consumption only. This program allows us to enter additional markets at low incremental cost and enables independent consultants to leverage customer sales through their international relationships outside of their home countries. The program initially launched in eight markets, many of which subsequently became fully open for business on-the-ground through a growing network of resident independent consultants. We have also entered into key strategic agreements with third parties based in the United States that helps customers ship LifeVantage products purchased in the U.S. throughout the world via their customer personal purchase and importation programs. In fiscal year 2026, we modified our Auto- Assigned Customer Program. The program still allows new customers to order directly through www.lifevantage.com without being required to go through an independent consultant, but instead of being assigned to an independent consultant, we retain the customer, the sales volume and related commissions from the first two customer sales. After the first two sales, the sales volume and related commissions from subsequent customer orders is assigned to an independent consultant within a pool of independent consultants that meet certain rank qualifications under the Evolve Compensation Plan. This program provides customers easier access to our innovative products while helping to fund our eCommerce efforts to build wider brand awareness and incentivizing our independent consultant force to support the program. • Our Employees: We believe that our employees are an essential asset. We have a dedicated team of professionals that support our independent consultants, work to generate long-term value for our stockholders and contribute to the broader society through charitable programs, including the 501(c)(3) LifeVantage Legacy – an independent charitable organization focused on bettering the lives of children throughout the world. In turn, we offer competitive compensation and direct employee focus toward the short and long-term goals of our stockholders and independent consultants. Scientific Background The Normal Aging Process Aging in humans is a complex process driven by diverse changes in genetic, molecular, biochemical, and cellular events. This multifactorial process is ultimately characterized by a gradual decline in physiological functions and in the effectiveness of
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13 the intricate network of internal cellular communication referred to as cellular signaling. Theories as to why humans age include the oxidative stress theory, the mitochondrial theory, and the sirtuin theory. Oxidative Stress Theory of Aging and the Nrf2 Pathway The oxidative stress theory of aging states that as humans age, we accumulate free radicals and other oxidants. If left unchecked, this oxidative stress can lead to serious consequences to the cell. Oxidative stress can ultimately lead to oxidative damage from attacks and damage to essential biological structures of the cell, which results in compromised cellular function. Antioxidants are the cell’s primary defense against free radicals and other oxidants. There are two major classes of antioxidants: (1) dietary antioxidants obtained through food and nutritional supplements; and (2) endogenous antioxidants produced by the body. A 2013 review of the scientific literature led by the United States National Institutes of Health’s National Center for Complementary and Integrative Health concluded that “rigorous trials of antioxidant supplements in large numbers of people have not found that high doses of antioxidant supplements prevent disease.” Thus, much attention has shifted to the body’s endogenous antioxidant and detoxification systems. Endogenous antioxidants are antioxidants made by the body and are the primary line of defense against oxidative stress. In general, endogenous antioxidants either prevent oxidants from being formed, or remove them from the body. Endogenous antioxidants form a complex network of antioxidant metabolites and enzymes. These networks work together, throughout the cell, to neutralize oxidants and protect important biological structures from oxidative damage. Endogenous antioxidants can also be upregulated in times of increasing oxidative stress. The Nrf2 cellular signaling pathway is the primary pathway for upregulating endogenous antioxidant and other detoxification pathways. With age, the activity of this Nrf2 cellular signaling pathway has been shown to decrease – both in its ability to sense oxidative threats and ultimately upregulate its target genes. Mitochondrial Theory of Aging and the NRF1 Pathway Mitochondria are membrane-bound cellular organelles that generate most of the chemical energy needed to power the cell's biochemical reactions. The mitochondria produce energy by breaking down food that has been ingested and capturing high-energy electrons in the process. When mitochondria are functioning properly, they harness the energy of these electrons to produce energy for the cell. At the end of this process, the mitochondria attach these electrons to molecular oxygen that ultimately get detoxified to water. However, this process is not perfectly efficient and, even in young, healthy mitochondria, electrons can escape, potentially forming free radicals and other oxidants. The mitochondrial theory of aging states that as humans age, mitochondria function less efficiently, producing less energy and more free radicals and other oxidants. The reduction in energy production compromises cellular function. The increase in free radicals and other oxidants in turn damage structures of the cell, including the mitochondria. This mitochondrial damage goes on to further compromise mitochondrial function leading to a downward spiral of decreased mitochondrial efficiency and increased production of free radicals and other oxidants. This process ultimately contributes to an increase in the overall cellular burden of oxidative stress and otherwise compromises cellular function through decreased energy production. A major cellular signaling pathway believed to be involved in mitochondrial health is NRF1 (Nuclear Respiratory Factor-1). The NRF1 cellular signaling pathway directly or indirectly regulates a number of genes involved in mitochondrial health, turnover, and biogenesis. NRF1 is a protein believed to activate the expression of key genes involved in metabolism, cellular growth, energy production, and mitochondrial DNA transcription and replication. Together with Nrf2, Nrf1 also provides the essential function of coordinating gene expression between nuclear and mitochondrial genomes. An additional protein shown to support mitochondrial health is PGC1-alpha (peroxisome proliferator activated receptor gamma coactivator-1-alpha). PGC1-alpha has been shown to regulate energy metabolism and is the master regulator of mitochondrial biogenesis and turnover. Sirtuin Theory of Aging and the NAD Pathway The sirtuin theory of aging developed from studies examining the health benefits of caloric restriction. Caloric restriction is the process whereby caloric intake is restricted by as much as 40 to 60 percent. In numerous experimental models, animals put on calorically restricted diets experienced significant increases in maximum lifespan. Numerous studies have concluded that a family of proteins called the “sirtuins” are required for the increase in lifespan brought on by caloric restriction.
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14 When the physiology of humans undergoing caloric restriction was examined, a number of health benefits were discovered. As researchers began to understand the molecular biology of these sirtuins, they found that the enzymatic activity for most of them required the molecule NAD+ (nicotinamide adenine dinucleotide). NAD+ is an essential molecule for many biochemical reactions, most notably metabolism of food for energy in the mitochondria. Taken together, these findings are intriguing because they establish a direct link between metabolism and healthy longevity. When energy intake is normal, the primary role of NAD+ is for energy production. However, when NAD+ levels increase, either due to restricting calories or increasing the cellular production of NAD+, it becomes a signaling molecule to activate sirtuins and other health promoting mechanisms within the cell. Other Impacts of Aging - Collagen Depletion Collagen is a protein that serves as a key structural component in various connective tissues throughout the body. There are 28 types of collagens, but Type I represents 80%-90% of all skin collagen in healthy adults. Type I collagen is produced by a type of cell called fibroblasts. From early adulthood, fibroblast cells become less active and collagen production declines by about 1.0-1.5% a year. Studies show that collagen reaches peak levels in an individual’s late 20’s to early 30’s, followed by a gradual decline that continues with age. This decline occurs as collagen fibers accumulate damage over time, decreasing their ability to function correctly. The density of the dermis is reduced as well, so it contains less collagen and elastin. The fibers that remain can become disorganized and abnormal in shape in aged skin compared to young and healthy skin. As a result, there is an upregulation of enzymes that break down and recycle collagen, contributing to declining levels. As collagen fibers become damaged and levels start to decline, collagen becomes more fragile and brittle, leading to a weakening of the skin’s structural support. The skin loses volume and firmness, and it starts to thin and wrinkle. Hydration, elasticity, and suppleness of the skin also begin to decline. These changes are characteristic hallmarks associated with the appearance of aging. In order to holistically address the decline of collagen that impacts structural integrity of both the skin and connective tissue throughout the body, there are three approaches that need to be taken. First, production of new collagen fibers must be activated within the extracellular matrix. Second, the collagen that has been lost must be replenished through supplementation. Third, collagen fibers already present must be maintained through slowing their breakdown or degradation. Other Factors of Skin Aging In addition to declines in collagen, other factors impact the appearance of skin as it ages. Such factors, include skin dullness, hyperpigmentation, and under-eye puffiness and dark circles. • Skin dullness can be caused by a buildup of dead skin and impurities caused by the slowdown of skin cell turnover with age, typically beginning in the 30’s and early 40’s. • Hyperpigmentation is caused by excess melanin that can be triggered by factors like sun, pollution, stress, and hormones. Increased tyrosinase and signaling molecules like IL-6 and IL-8 from these factors ultimately lead to an increase of melanin and the appearance of age spots or uneven skin tone. • Under-eye dark circles are caused by excess blood vessels under the eye that are more easily visible due to collagen decline and resulting skin thinning under the eye, as well as an increase in vasculature under the eye (angiogenesis triggered by binding of VEGF (vascular endothelial growth factor) on its receptor at the surface of blood vessels). • Under-eye puffiness and bags are caused by fat accumulation from weakening tissues around the eye. All these factors lead to an aging appearance. GLP-1 Glucagon-like peptide-1 (GLP-1) is a naturally occurring hormone primarily secreted by cells in the colon in response to food intake. It plays a key role in regulating blood glucose levels and metabolic health. It also influences multiple physiological systems, including the pancreas, liver, brain, cardiovascular system, and gastrointestinal tract.
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15 GLP-1 activity contributes to appetite regulation and satiety by acting on specific regions of the brain, including reward centers, resulting in reduced food intake and prolonged gastric emptying. These mechanisms make GLP-1 a critical target for metabolic health and weight management. GLP-1 works by binding to GLP-1 receptors, which are expressed in various tissues. Activation of these receptors initiates signaling pathways that influence insulin release, appetite suppression, cardiovascular tone, and neuroendocrine function. The hormone’s activity is rapidly weakened by the enzyme dipeptidyl peptidase-4 (DPP-4), which breaks down GLP-1 and significantly shortens its half-life. Thus, regulating DPP-4 activity is helpful for maintaining more active GLP-1 in the body for sustained benefits. In the gastrointestinal system, GLP-1 slows motility and plays a role in the gut-brain axis, potentially impacting mood, reward-related behavior, and cognitive performance. GLP-1 also has cardio and neuroprotective effects. A holistic approach is necessary to enhance the benefits of GLP-1 to support appetite control, metabolic health, and overall well- being: (1) directly activating GLP-1 production in L-cells; (2) indirect activation by optimizing the gut microbiome to generate short-chain fatty acids that fuel GLP-1 production; (3) creating more GLP-1 receptors on cells throughout the body; (4) reducing expression of DPP4 enzymes to extend the life of GLP-1; and (5) restoring clear and balanced hunger signals along the gut-brain axis through increased neuropeptide activity. Gut Peptides Supporting the body's production and activity of key gut peptides and proteins can play an important role in healthy aging. Peptides such as vasoactive intestinal peptide (VIP), neurotensin, oxyntomodulin, cholecystokinin (CCK), and glucagon-like peptide-2 (GLP-2) help regulate digestion, nutrient absorption, gut motility, satiety, and communication between the gut and other body systems. At the same time, peptides and proteins involved in intestinal barrier integrity and repair, including trefoil factor 3 (TFF3), claudin-1, E-cadherin, occludin, epiregulin, and mucin-2, help maintain a strong, resilient gut lining by supporting cellular renewal, mucus production, and tight junction function. Together, these peptides and proteins contribute to a healthy digestive environment, support efficient nutrient utilization, and help preserve gut barrier function. Because the gut influences immune, metabolic, and inflammatory processes throughout the body, supporting these pathways may help promote resilience, vitality, and healthy aging over time. Research and Development Historically, we have focused our research and development efforts on creating and supporting scientifically validated products under the LifeVantage®, Protandim®, TrueScience®, Petandim®, AXIO®, and PhysIQ™ federation of brands. We anticipate that our future research and development efforts will be focused on creating, developing, and evaluating new products that are consistent with our commitment to provide quality, scientifically validated products that activate and empower the body’s ability to work better. Through our lens of activation and nutrigenomics, we will explore what categories of products and benefits to target and research new ingredients and combinations thereof to develop new products. As we expand, we intend to build on our foundation of activation and nutrigenomics with products that either activate or support the activation of gene or cell pathways targeting specific benefit areas, provide real results, and are an essential and enjoyable part of everyday life. We also intend to continue exploring the synergies of our products to determine what, if any, enhanced or new benefits appear when multiple products are combined as well as ways to expand our product delivery systems. We remain committed to helping people look and feel healthy and vibrant at any age by combating sources of premature aging or declining health. Product Overview Protandim® Nrf2 Synergizer® Protandim® Nrf2 Synergizer® is a dietary supplement that has been shown in clinical trials to reduce the age-dependent increase in markers of oxidative stress and has also been shown to provide substantial benefits to combat the variety of negative health effects linked to oxidative stress. Protandim® Nrf2 Synergizer® combats oxidative stress by increasing the body’s natural antioxidant protection at the gene level. The unique blend of phytonutrients in Protandim® Nrf2 Synergizer® signals the activation of Nrf2 to increase production of antioxidant enzymes, specifically superoxide dismutase and catalase, and other cell-protective gene products. The body’s
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16 internally produced antioxidant enzymes provide a better defense against oxidative stress than externally derived sources of antioxidants such as vitamin C and vitamin E. Unlike externally derived sources of antioxidants, these enzymes are “catalytic,” which means these enzymes are not used up upon neutralizing free radicals. We held multiple U.S. patents related to Protandim® Nrf2 Synergizer® until their expiration in March 2025. We sell Protandim® Nrf2 Synergizer® in three formulas around the world. Protandim® Nrf2 Synergizer® has been the subject of numerous independent scientific studies at various universities and research facilities including Ohio State University, Louisiana State University, University of Colorado Denver, Virginia Commonwealth University, Colorado State University, Texas Tech University and the National Institute on Aging. The results of these studies have been published in a variety of peer-reviewed scientific journals, including Free Radical Biology & Medicine, Enzyme Research, Circulation-the scientific journal of the American Heart Association, American Journal of Physiology-Lung Cellular and Molecular Physiology, PLoS One, Journal of Dietary Supplements, Molecular Aspects of Medicine, Oxidative Medicine and Cell Longevity, Exercise & Sports Science Reviews, Clinical Pharmacology, the FASEB Journal, and the Journal of Applied Physiology. We also continue to perform our own research into Protandim® Nrf2 Synergizer® and the synergy with other products in our portfolio. In fiscal year 2023, we received a patent for the combination of Protandim® Nrf2 Synergizer®, Protandim® NRF1 Synergizer®, and Protandim® NAD Synergizer® (marketed as Protandim® Tri-Synergizer®), continuing to show how our Protandim® product line is differentiated and unique in the marketplace. In fiscal year 2026, we received a patent for the combination of Protandim® Nrf2 Synergizer® and TrueScience® Liquid Collagen (marketed as the “Healthy Glow” stack), protecting the synergistic effect and benefits of the two formula compositions when used together. Protandim® NRF1 Synergizer® Protandim® NRF1 Synergizer® is a dietary supplement which was formulated to strengthen the mitochondria, the powerhouse of all cells, for better cellular health. It is designed to work in tandem with our flagship Protandim® Nrf2 Synergizer® and further enhance the body’s internal ability to naturally produce antioxidants and reduce the effects of cellular stress. Protandim® NRF1 Synergizer® activates NRF1, a protein that regulates the expression of genes involved in mitochondrial DNA transcription, translation and repair. The unique blend of ingredients in Protandim® NRF1 Synergizer® supports the mitochondria to slow cellular aging and increase cellular energy. Protandim® NAD Synergizer® Protandim® NAD Synergizer® is a dietary supplement which was specifically formulated to target the biochemical pathways involved in the synthesis and recycling of a specific molecule called NAD (nicotinamide adenine dinucleotide) and has been shown to double sirtuin activity in just 24 hours. Sirtuin activity naturally declines by as much as 60 percent as humans age. Research has long shown that sirtuin activity can be increased by as much as 94 percent through drastic caloric restriction. Sirtuin activity has been linked to multiple health benefits. In addition to being responsible for cellular autophagy (cellular cleanup and renewal process), sirtuins help improve mental focus and concentration, support positive mood and motivation, boost mental and physical energy, aid in maintaining cholesterol levels already in a healthy range, support a healthy vascular system, and promote healthy longevity. A study on the active ingredients in NAD Synergizer® also demonstrated a significant increase in NAD+ associated metabolites. LifeVantage® MindBody GLP-1 System® LifeVantage® MindBody GLP-1 System® is a U.S. patent-pending dietary supplement duo—MB Core® and MB Enhance®—that is scientifically shown to increase GLP-1 and help bring balance to the gut-brain axis to reduce hunger, cravings, and food noise by activating the GLP-1 pathway, optimizing the gut microbiome to fuel production, and increasing GLP-1 activity in the body. We filed a U.S. Patent application in October 2025 which, if granted, will protect the combined effects of the MindBody GLP-1 System®. LifeVantage® Omega+ LifeVantage® Omega+ is a dietary supplement that combines DHA and EPA omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system.
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17 LifeVantage® ProBio LifeVantage® ProBio is a dietary supplement designed to support long-term gut health by restoring healthy gut bacteria to support digestive system health. LifeVantage® IC Bright® LifeVantage® IC Bright® combines macular carotenoids with vitamins and key ingredients that effectively support eye and brain health. It helps reduce eye fatigue and strain from use of digital devices, helps promote healthy levels of essential proteins for the brain, and may help support normal sleep patterns, which can be disrupted by blue light exposure. LifeVantage® Daily Wellness LifeVantage® Daily Wellness is a dietary supplement designed to strengthen immune health by supporting and balancing the three essential roles of the immune system: barrier, innate and adaptive. LifeVantage® Rise AM & Reset PM System® LifeVantage® Rise AM & Reset PM System® is an intelligent approach to a multivitamin that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time. Timewise Nutrient Delivery™ was developed in combination with experts in biochemistry, biophysics, and molecular biology and results in nutrition that allows your body to stay in sync with its natural rhythms, delivering energy and focus for a productive day and helping to calm the mind and body at night. LifeVantage® D3+ LifeVantage® D3+ is a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health. LifeVantage® Fat Burn LifeVantage® Fat Burn is a dietary supplement containing naturally derived active ingredients to stimulate the breakdown of abdominal fat, increase energy and support long-term weight management. In the past, this product was under the PhysIQ™ brand, but during fiscal year 2026 we phased out the use of PhysIQ™ in the U.S. and placed this product under the LifeVantage® brand. LifeVantage® Prebiotic LifeVantage® Prebiotic is a dietary supplement designed to support the “good” bacteria in the gut and a healthy microbiome, resulting in a healthier digestive tract and a healthier metabolism. In the past, this product was under the PhysIQ™ brand, but during fiscal year 2026 we phased out the use of PhysIQ™ in the U.S. and placed this product under the LifeVantage® brand. LifeVantage® Carb Block LifeVantage® Carb Block is a dietary supplement designed to help reduce the impact of carbohydrate-heavy meals by slowing carbohydrate-to-sugar conversion and supporting healthy metabolism. LifeVantage® Carb Block was acquired from LoveBiome as PhytoPower B and rebranded as LifeVantage® Carb Block. P84 System The P84 System is our newest activator and was acquired from LoveBiome. It is a combination of two dietary supplements consisting of two different formulations—PhytoPower 1 and PhytoPower 2. The P84 System activates the production of gut health markers in a comprehensive, holistic way to help regulate, repair, and restore the gut from the lining to
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18 the microbiome inside. We filed a U.S. Patent application in January 2026 which, if granted, will protect the combined effects of the P84 System. TrueScience® Skin Care Our line of activated anti-aging skin care products under our TrueScience® brand, consists of: • TrueScience® Liquid Collagen: our first digestible liquid supplement in fully recyclable glass bottles that activates, replenishes, and maintains the body’s production of collagen on the cellular level to support skin firmness and elasticity for healthy, glowing skin. • TrueScience® TrueRenew Daily Firming Complex: a high-performance cosmetic retinol alternative that targets 11 visible signs of aging, providing a more youthful and vibrant complexion in as little as three weeks—with continued enhancements at six weeks. • TrueScience® TrueClean Refining Cleanser: a rich 2-in-1 facial cleanser that cleanses and exfoliates leaving skin clean, soft, and smooth without making it feel tight or dry. • TrueScience® TrueLift Illuminating Eye Cream: a silky-smooth formula that targets dark circles and visibly lifts to reveal revitalized eyes. TrueLift supports the skin to improve seven visible signs of aging around the eyes, including dark circles, under eye bags, puffiness, fine lines, wrinkles, sagging eyelids, and crow’s feet. • TrueScience® TrueHydrate Brightening Moisturizer: a moisturizing cream that provides hydration equivalent to two weeks’ use of hyaluronic acid, enhanced brightness in seven days and a more even skin tone and visibly faded age spots with continued use. • TrueScience® TrueProtect Daily Mineral Sunstick SPF 30: A broad-spectrum mineral sunscreen that addresses the appearance of sun-induced hyperpigmentation and wrinkles as it protects against future damage for younger-looking, radiant skin. • TrueScience® TrueTone Perfecting Lotion (Japan market only): a toning lotion developed to meet the needs and concerns of Japanese skin care consumers that moisturizes the skin while minimizing the appearance of pores. • TrueScience® Perfecting Lotion: a hybrid lotion formulated for smoother, radiant, and brighter looking skin. • TrueScience® Hand Cream: a cream formulated with Nrf2 ingredients to moisturize skin and decrease the visible signs of premature aging on the hands. Our TrueScience® Activated Skin Care Collection includes the following products in a TSA-compliant set: TrueScience® TrueClean Refining Cleanser, TrueScience® TrueRenew Daily Firming Complex, TrueScience® TrueLift Illuminating Eye Cream, and TrueScience® TrueHydrate Brightening Moisturizer. The system varies slightly in some markets and additional products such as TrueScience® TrueProtect Daily Mineral Sunstick SPF 30 and TrueScience® Perfecting Lotion are available outside of the Collection. Our TrueScience® skin care products leverage our research on Nrf2 activation and oxidative stress in combination with other clinically tested activating ingredients that work multi-mechanistically to target skin concerns at the source through activation. TrueScience® TrueRenew Daily Firming Complex was also validated through a third-party clinical trial. Starting at three weeks and continuing over six weeks, subjects experienced significant improvements in 11 visible signs of aging. TrueScience® Hair Care Our line of hair care products under our TrueScience® brand, consists of: • TrueScience® Invigorating Shampoo: Mild surfactant and added amino acid blend that cleans hair without drying out the scalp.
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19 • TrueScience® Nourishing Conditioner: Deeply nourishing weightless conditioner that helps hair feel soft and smooth and look fuller and thicker. • TrueScience® Scalp Serum: A serum that nourishes the scalp to support normal hair growth while soothing all scalp types. Petandim® Petandim® is a supplement specially formulated to combat oxidative stress in dogs through Nrf2 activation. Petandim® builds upon the active ingredients in Protandim® Nrf2 Synergizer® to reduce oxidative stress and support joint function, mobility and flexibility in dogs. Petandim® received the Quality Seal from the National Animal Supplement Council (“NASC”). AXIO® AXIO® is our line of energy drink mixes derived from unique combinations of scientifically validated ingredients. AXIO Smart Energy® is formulated as a nootropic to promote alertness and support mental performance. Available in regular and decaf formulas, these energy drink powders deliver sustained energy, as well as improved mental focus and promote a positive mood. AXIO® X, acquired from LoveBiome as PhytoPower X and subsequently rebranded, contains 250 mg of natural caffeine along with functional ingredients designed to deliver enhanced stamina and energy to help power through the day without the crash. It is available in a pineapple passionfruit flavor. AXIO® Hydrate, acquired from LoveBiome as Next Hydrate and subsequently rebranded is a multi-functional electrolyte drink mix that delivers rapid, refreshing hydration to support recovery and performance. It is available in a mango-lemonade flavor. Product Stacking A stack consists of multiple products bundled together that are designed to achieve a specific result. By studying the effects of nutrients and natural compounds, we have developed scientifically backed nutrigenomics products that promote healthy aging on the cellular level. By stacking these products together, we have created a foundation for synergy from nutrigenomic products to promote a healthier life. In fiscal year 2026, our stack strategy continued to focus on the brand message of activation. During the year, we introduced new stacks to meet customer and independent consultant needs. As part of the launch of our latest activator, the P84 System, we introduced the Healthy Edge stack, which includes Protandim® Nrf2 Synergizer® and the P84 System. Results of an in vitro study were released that showed beneficial “activation synergies” when both products were used together, including eight additional detoxification and cellular protection pathway genes, nine gut regulation/repair genes, and the new benefit of activating three circadian rhythm genes and 29 genes that support cellular adaptation. We continue to offer other popular stacks with products that complement one another with inner activation power for internal benefits that can be felt, external benefits that can be seen, or both. Distribution of Products We believe our products are well suited for independent consultant to customer sales through our direct selling model. This model allows our independent consultants to educate our customers regarding the benefits of our unique products more thoroughly than other business models. Our direct selling model also allows our independent consultants to offer personalized customer service to our customers and encourage regular use of our products. Product Return Policy All products purchased directly from us include a product guarantee. Subject to some exceptions based on local regulations, we will accept returns of opened and unopened products within 30 days of purchase for a full refund of the purchase price. In addition, our product return program allows independent consultants to return certain unopened, unexpired
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20 products for a refund of the purchase price less a 10% restocking fee and any paid commissions. The amount of inventory we will repurchase from an independent consultant is subject to specified policies and procedures. Accounts We generally categorize accounts as either independent consultants or customers, both of which may be consumers of our products. Independent Consultants An independent consultant in our company is an independent contractor who participates in our direct sales opportunity by enrolling through the independent consultant contract process and selling our products. Independent consultants may purchase our products and sell them to others either directly or through our company. We believe our independent consultants are typically entrepreneurs, who believe in our products and desire to earn income through sales commissions and by building their own business. Many of our independent consultants are attracted by the opportunity to sell unique, scientifically validated products without incurring significant start-up costs. In fiscal year 2026, we introduced an annual fee for independent consultants in certain markets that includes access to the lowest price on products, commissions management, training resources, back-office reporting, and support tools. Independent consultants sign a contract with us that includes a requirement that they adhere to strict policies and procedures. Independent consultants may purchase product from us for individual and family consumption and for demonstrations, samples and retailing opportunities. While we provide product development, shipping and logistics support, brochures, magazines, a website, the LifeVantage mobile app and other sales and marketing materials, independent consultants are primarily responsible for their sales to customers and for attracting, enrolling, and educating new independent consultants about the benefits of our products and sales compensation plan. An independent consultant creates multiple levels of compensation by selling our products and enrolling new independent consultants who sell our products. These newly enrolled independent consultants form a “downline” or “group” for the independent consultant who enrolled them. If downline independent consultants enroll new independent consultants or customers who purchase our products, they create additional levels of compensation, and their downline independent consultants remain in the same downline network as the original enrolling independent consultant. We pay commissions only upon the sale of our products. We do not pay commissions for enrolling independent consultants. We define “active independent consultants” as those independent consultants who have purchased product from us for retail sales or personal consumption during the prior three months. We had approximately 43,000 and 51,000 active independent consultants as of each of the fiscal years ended June 30, 2026 and 2025, respectively. Independent Consultant Compensation Starting in March 2023, we began launching our Evolve Compensation Plan for our independent consultants throughout our markets. In September 2025, we received the appropriate government approval in Thailand for the Evolve Compensation Plan and intend to roll it out to Thailand in fiscal year 2027, thus concluding our launch of the Evolve Compensation Plan in all of our markets. We believe our Evolve Compensation Plan is one of the more financially rewarding in the direct selling industry and in line with direct selling industry standards. Some elements of our Evolve Compensation Plan are paid daily, to eligible independent consultants, and others are paid weekly or monthly. We believe this gives us a competitive advantage and helps retain new independent consultants by allowing them to receive some sales commissions in a more timely manner from their sales efforts. Our Evolve Compensation Plan is intended to appeal to a broad cross-section of people, including those seeking to supplement family income, start a home-based business or pursue entrepreneurial opportunities full- or part-time. Through the Evolve Compensation Plan our independent consultants earn bonuses specifically for the sale of products to customers and by growing a customer subscription-based business, creating greater opportunities for independent consultants who are not interested in enrolling other consultants to sell products. Our independent consultants earn sales commissions on product sales to their personally enrolled customers and independent consultants and the product sales to customers and independent consultants within their sales organization, or “downline.” Our independent consultants can also earn money by purchasing product from us and selling that product to others at their chosen retail price. We pay sales commissions in the local currency of the independent consultant’s home country.
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21 Independent Consultant Motivation and Training Our revenue depends on the sales success and productivity of our independent consultants. We provide tools, training and technology designed to increase our independent consultants’ sales productivity and increase their potential for sales success. We offer many training and business development opportunities to our independent consultants, including the opportunities listed below. • Consultant Communications Hub: A consultant-specific website that has all the latest details on promotions, product launches, and onboarding to help each consultant build a LifeVantage business. Since the launch in October 2023, this site has been widely adopted as a centralized resource for our independent consultants. • Momentum Academy, Global Convention, and other Company-Sponsored Training: We hold regularly occurring live and virtual company-sponsored events intended to provide sales training and motivation to our independent consultants. • Promotions and Incentive Trips: We hold special sales promotions, business incentives and incentive trips from time to time in order to motivate our independent consultants to accomplish specific sales goals. • Mobile Application: The LifeVantage mobile app was designed to allow users to conduct their business on a single platform from anywhere in the world. Ultimately, through artificial intelligence and machine learning, we expect that the app will be able to guide users on what to share, when to share it, and with whom to maximize their sales potential. • Online Social Media Groups: Through the use of social media platforms, we host online groups to support the success of our independent consultants. Important announcements, weekly trainings, calls, and documentation are also shared through our social media groups to provide our independent consultants many opportunities to find the training and support. • Corporate Support Team: The LifeVantage contact center, VIP Lines, and sales support team are designed to provide support, motivation, training, and resources to our independent consultants through their business journey. As independent consultants advance through the titles in our consultant path, they continue to receive more personalized support. We continue to evaluate new ways in which to incorporate new technology and sales training opportunities to improve consultant product sales. Independent Consultant Compliance Activities Given that our independent consultants are independent contractors, we do not control or direct their promotional efforts. We do, however, require that our independent consultants abide by policies and procedures that require them to act in an ethical manner and in compliance with applicable laws and regulations. As a member of the United States Direct Selling Association (“US DSA”) and similar organizations in many of the markets where we do business, we are also subject to the ethical business practices and consumer service standards required by the industry’s code of ethics. Independent consultants represent to us that their receipt of sales commissions is based on their product sales and by product sales of other LifeVantage consultants in their sales organization or “downline”. We produce, or reasonably pre-approve, sales aids used by independent consultants, such as brochures and online materials. Products may be promoted only through sales materials produced or approved by us or created within our policies and procedures and product guidelines. Independent consultants may not use our trademarks or other intellectual property without our written consent. We monitor and systematically review alleged independent consultant misbehavior through our internal consultant compliance department. If we determine one of our independent consultants has violated any of our policies and procedures, we first attempt to educate, but may discipline or terminate the independent consultant’s rights to sell or distribute our products when appropriate. When necessary, we have brought legal action against independent consultants, or former consultants, to enforce our policies and procedures. Short of termination or legal action, and in addition to educating, we may impose sanctions against independent consultants whose actions are in violation of our policies and procedures. Such sanctions may include warnings, probation, withdrawal or denial of an award, suspension of privileges of a consultant business, fines and/or withholding of commissions until specified conditions are satisfied, or other appropriate injunctive relief.
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22 Customers Customers purchase products directly from us at either our retail (list) pricing for one-time purchases or our subscription price on a monthly subscription basis for personal consumption, without the ability to resell or earn commissions from the purchase or sale of such products. In eligible markets, customers who order their items on a subscription also automatically join our Rewards Circle loyalty program, a program that rewards customer loyalty through subscription purchases. A customer may decide to enroll as an independent consultant at any time if they become interested in selling our products. We believe our customers are a great source of word-of-mouth advertising for our products. We also believe our large base of customers validates the health benefits of our products. We define an “active customer” as a customer who has purchased product from us within the prior three months. As of June 30, 2026 and 2025, we had approximately 61,000 and 81,000 active customers, respectively. Sales of Our Products We accept orders for our products through our website at www.lifevantage.com and through personalized websites we provide to our independent consultants, which we refer to as “Referral Sites.” Orders placed through Referral Sites and through our website are processed daily at our fulfillment centers, where orders are shipped directly to the consumer. We offer toll-free numbers for our independent consultants and our customers to order product or ask questions. Our customer service representatives assist customers in placing orders through our web order processing system, answer questions, track packages, and initiate refunds. The customer service representatives receive extensive training about our products and our direct selling business model. LifeVantage customers and independent consultants generally pay for products by credit card, prior to shipment, and as a result, we carry minimal accounts receivable. Seasonality In addition to general economic factors, we are impacted by seasonal factors and trends such as major cultural events and vacation patterns. We believe that direct selling in the United States and Japan is also generally negatively impacted during our first fiscal quarter, from July 1 through September 30, when many individuals, including our independent consultants, traditionally take vacations. The timing and size of our training events and incentive trips can also cause revenue and expense to fluctuate in the periods that they are held. Although our product launch process may vary by market, we may introduce new products to our customers and independent consultants through limited-time offers and promotions. The limited-time offers and promotions typically generate significant activity and a high level of sales and purchasing, which may result in a higher-than-normal increase in revenue during the quarter of the limited-time offer and skew year-over-year and sequential comparisons. Similarly, company events for independent consultants typically generate a higher-than-normal increase in revenue. The timing of these events can also skew year-over-year and sequential comparisons. Marketing We utilize our network of independent consultants located throughout the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland and Portugal to market and sell our products. We also have in-house sales, marketing, IT, and customer service groups dedicated to supporting our independent consultants. Support includes training and education, personalized assistance, in-person and digital events, recognition, incentives and promotions, digital and social media content, press coverage, regular communications, as well as a full suite of marketing assets, including content for their websites. Raw Materials and Manufacturing We outsource the primary manufacturing, fulfillment, and shipping components of our business to third-party companies we believe possess a high degree of expertise. We believe outsourcing provides us access to advanced manufacturing process capabilities and expertise without incurring fixed costs associated with manufacturing our own products in house.
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23 We currently outsource the manufacture of our products to multiple third-party contract manufacturers. Our contract manufacturers have a legal obligation to comply with the current Good Manufacturing Practices (“GMP”) regulations that are applicable to those who manufacture, package, label and hold dietary supplements and personal care products. Additionally, we are subject to regulations that, among other things, obligate us to know what and how manufacturing activities are performed so that we can make decisions related to whether the packaged and labeled product conforms to our established specifications and whether to approve and release product for distribution to consumers. We maintain and qualify alternative manufacturing options in order to keep our costs low, maintain the quality of our products, and prepare for unanticipated spikes in demand or manufacturing failure. Our contract manufacturers deliver products to our fulfillment centers based on our purchase orders. We also have a Vendor Code of Conduct that we expect our contract manufacturers and/or vendors to adhere to. This Vendor Code of Conduct requires contract manufacturers and vendors to abide by certain human rights, labor rights, protection of the environment and fight against corruption standards outlined under the United Nations Global Compact. We acquire raw materials for our products from third-party suppliers. Although we generally have good relationships with our suppliers, we believe we could replace any of our current suppliers without great difficulty or significant increase to our cost of goods sold. We also have ongoing relationships with secondary and tertiary suppliers. Please refer to “Risk Factors - High quality material for our products may be difficult to obtain or expensive” for a discussion of the risks and uncertainties associated with our sourcing of raw materials. Geographic Information We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland and Portugal. On May 31, 2026, we ceased operations in Hong Kong and Singapore and closed those markets. We also sell our products in a number of countries to customers for personal consumption only. In fiscal year 2026, revenue generated in the United States accounted for approximately 74% of our total revenue and revenue generated from Japan accounted for approximately 13% of our total revenue. For reporting purposes, we generally divide our markets into two geographic regions: the Americas region and the Asia/Pacific and Europe region. The following table sets forth net revenue information by region for the periods indicated (in thousands): Year Ended June 30, 2026 2025 Americas $ 142,716 78.2% $ 185,723 81.3% Asia/Pacific & Europe 39,870 21.8% 42,807 18.7% Total $ 182,586 100.0% $ 228,530 100.0% Additional comparative revenue and related financial information is presented in the section captioned “Segment Information” in Note 14 to our consolidated financial statements. Product Liability and Other Insurance We have product liability insurance coverage for our products that we believe is adequate for our needs. We also maintain commercial property and liability coverage, directors’ and officers’ liability insurance, workers compensation coverage and cyber information security risk insurance policies as well as foreign and other miscellaneous coverage. Intellectual Property We use commercially reasonable efforts to protect our intellectual property through patent protection, trademarks, and trade secrets, licensed rights, and contractual protections, and intend to continue to develop a strong brand identity for our company and our products. Protandim® Nrf2 Synergizer® is a proprietary, dietary supplement formulation for enhancing antioxidant enzymes including superoxide dismutase and catalase. The patents and patent applications protecting its formulations held by LifeVantage Corporation or our wholly owned subsidiary, Lifeline Nutraceuticals Corporation expired in March 2025. However, we continue to research and file, as appropriate, new composition and method patents in the U.S. for enhanced and improved product formulations that are intended to provide patent protection for a variety of product formulations and methods.
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24 During fiscal year 2018, we received patents for personal care or skin care products. In fiscal year 2023, we received a patent for the combination of Protandim® Nrf2 Synergizer®, Protandim® NRF1 Synergizer®, and Protandim® NAD Synergizer®, collectively called Tri- Synergizer®. In fiscal year 2025, we filed a U.S. patent application which, if granted, will protect the MindBody GLP-1 System®. In fiscal year 2026, we received a patent for the combination of Protandim® Nrf2 Synergizer® and TrueScience® Liquid Collagen (marketed as the “Healthy Glow” stack), protecting the synergistic effect and benefits of the two formula compositions when used together. In fiscal year 2026, we also filed a U.S. patent application which, if granted will protect the P84 System. We continue to protect our products and brands using trademarks. We have filed and successfully procured registered trademarks for our key brands consisting of Protandim®, LifeVantage®, TrueScience®, the MindBody GLP-1 System® (or MB System® internationally), MB Core® and MB Enhance® in many countries around the world, and we have pending trademark applications for these and other marks in many other countries. We anticipate seeking protection in other countries, as we deem appropriate. In order to protect the confidentiality of our intellectual property, including trade secrets, know-how and other proprietary technical and business information, it is our policy to limit access to such information to those who require access in order to perform their functions and to enter into agreements with employees, consultants and vendors to contractually protect such information. Competition Direct Selling Companies We compete with other direct selling companies, many of which have longer operating histories and greater visibility, name recognition and financial resources than we do. We also compete with newer direct selling companies that may attempt to solicit our independent consultants by offering the possibility of a more financially rewarding opportunity or by being among the company's early consultant base. We compete for new consultants with these companies on the basis of our business opportunity, product offerings, sales compensation plan, management and operations. In order to successfully compete in the direct selling industry and attract and retain quality consultants, we must maintain the attractiveness of our business opportunity, product offerings and sales compensation plan. Dietary Supplement Market We compete with other companies that sell dietary supplements. We believe the dietary supplement market is highly fragmented and competitive. We believe competition in the dietary supplement market is based primarily on quality, price, efficacy, brand name, and recognition of product benefits. In the dietary supplement industry, our competition includes numerous nutritional supplement companies, pharmaceutical companies and packaged food and beverage companies. Many of these companies have broader product lines, larger sales volumes, and greater financial resources than we do. Additionally, some of these companies are able to compete more effectively due to greater vertical integration. Increased competition in the dietary supplement market could have a material adverse effect on our results of operations and financial condition. Nrf2 Activators In the last few years, we have seen the number of products marketed as Nrf2 activators increase. We anticipate the number of products that claim to activate Nrf2 will continue to increase as the technology becomes more popular and more broadly accepted. Direct Antioxidants Vitamin C, vitamin E, other vitamin/mineral antioxidants, and other sources of externally derived antioxidants may be considered competitors of Protandim® Nrf2 Synergizer® but they are mechanistically distinct from Protandim® Nrf2 Synergizer®. These other sources of antioxidants do not increase the body’s elimination of oxidants using internal antioxidant enzymes. Our research indicates that Protandim® Nrf2 Synergizer® increases production of anti-fibrotic gene products, including antioxidant enzymes, such as superoxide dismutase and catalase, within the cells of the body. We believe that the body’s internally produced antioxidant enzymes provide a better defense against oxidative stress than externally derived sources of antioxidants.
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25 Oral Superoxide Dismutase and Catalase There are many companies performing research into antioxidants. Several companies sell oral forms of superoxide dismutase and catalase. Although we believe Protandim® Nrf2 Synergizer® is a superior alternative to oral forms of superoxide dismutase and catalase, these products do compete with Protandim® Nrf2 Synergizer® in the marketplace. We anticipate additional companies will likely develop, purchase or in-license products that are competitive with Protandim® Nrf2 Synergizer®. Omega Fatty Acid Products There are many companies that market omega supplements, including omega-3. Although LifeVantage® Omega+ contains a unique combination of DHA and EPA omega-3 fatty acids, omega-7 fatty acids, and vitamin D3, we anticipate additional companies will likely develop products that are competitive with LifeVantage® Omega+. Eye Health and Vitamin Products There are many companies that market eye health and other vitamin/mineral supplements and we anticipate additional companies will likely continue to develop products that are competitive with our IC Bright®, LifeVantage® Daily Wellness, the Rise AM & Reset PM System®, and LifeVantage® D3+. Personal Skin Care Market In the personal skin care market, we compete principally with large, well-known cosmetics companies that manufacture and sell broad product lines through retail establishments. Many of these competitors have greater financial resources and brand recognition than we do. We believe, however, we can compete with these larger companies by leveraging our direct selling model and emphasizing our unique, science-based, Nrf2 formulas in our personal care products. We also now compete in the growing global liquid collagen market and believe we can compete with our triple-action formula that has been shown to deliver visible results in only 30 days as it activates, replenishes, and maintains collagen levels. Our TrueScience® Liquid Collagen product is a unique blend featuring sustainably sourced, hydrolyzed fish collagen that delivers 10 different types of peptides–significantly more than most competitive products–plus a unique red quinoa extract that has been shown to up regulate genes associated with collagen production and down regulate those that produce enzymes that break down collagen. Personal Hair Care Market In the personal hair care market, we compete principally with large, well-known hair care companies that manufacture and sell broad product lines through retail establishments. Many of these competitors have greater financial resources and brand recognition than we do. We believe, however, we can compete with these larger companies by leveraging our direct selling model and emphasizing our unique, science-based hair care products. Animal Supplement Market We compete principally with large, well-known companies in the animal supplement market. Most of the companies we compete with in the animal supplement market have broad distribution channels that include retail establishments. Many of these competitors have greater financial resources and brand recognition than we do. We believe, however, that we can compete with these larger companies by leveraging our direct selling model and emphasizing our unique, science-based animal supplement product Petandim®. Energy Drink Market We compete with large, well-known companies in the energy drink market. Most of the companies we compete with in the energy drink market have broad distribution channels that include big box retail establishments. Many of these competitors have greater financial resources and brand recognition than we do. We intend to compete with these larger companies by leveraging our direct selling model and emphasizing our unique, science-based energy drink product line AXIO®.
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26 Weight Management Market We compete with large, well-known companies in the weight management market, including those offering GLP-1 products. Most of the companies we compete with in the weight management market have broad distribution channels that include big box retail establishments. Many of these competitors have greater financial resources and brand recognition than we do. We intend to compete with these larger companies by leveraging our direct selling model and emphasizing our unique, science-based weight management products, including the MindBody GLP-1 System®, LifeVantage® Fat Burn and LifeVantage® Carb Block. Gut Health Market We compete with large, well-known companies in the gut health market, including those offering functional green drinks and ready-to-drink bottled juices. Most of the companies we compete with in the gut health market have broad distribution channels that include big box retail establishments. Many of these competitors have greater financial resources and brand recognition than we do. We intend to compete with these larger companies by leveraging our direct selling model and emphasizing our unique, science-based weight management products, including our newest activator the P84 System. Regulatory Environment The formulation, manufacturing, packaging, labeling, and advertising of our products in the United States are subject to regulation by the Food and Drug Administration (“FDA”) and the Federal Trade Commission (“FTC”), as well as comparable state laws. FDA Regulations and DSHEA We market many of our products, including Protandim®, as “dietary supplements” as defined in the Dietary Supplement Health and Education Act of 1994 (“DSHEA”). DSHEA is intended to promote access to safe, quality dietary supplements, and information about dietary supplements. DSHEA established a new framework governing the composition and labeling of dietary supplements. DSHEA does not apply to animal supplements like Petandim®. We are not required to obtain FDA pre-market approval to sell our products in the United States under current laws. DSHEA permits statements of nutritional support, called “structure-function” statements, to be included in labeling for dietary supplements without FDA marketing approval. Such statements may claim a benefit related to a classical nutrient deficiency disease and disclose the prevalence of such disease in the United States, describe the role of a nutrient or dietary ingredient intended to affect the structure or function in humans, characterize the documented mechanism by which a nutrient or dietary ingredient acts to maintain such structure or function, or describe general well-being from consumption of a nutrient or dietary ingredient. Such statements may not expressly or impliedly claim that a dietary supplement is intended to diagnose, cure, mitigate, treat, or prevent a disease. A company that uses a structure-function statement in labeling must possess evidence substantiating that the statement is truthful and not misleading and is supported by competent and reliable scientific evidence. The FDA may assert that a particular structure-function statement that a company is using is an illegal claim; that assertion, normally, is in the form of a warning letter to that company. We have a duty to send to the FDA a notice that lists each new structure-function statement made by us; we are obligated to send that notice within 30 days after the first marketing of a supplement with such a statement. DSHEA also permits certain scientific literature, for example a reprint of a peer-reviewed scientific publication, to be used in connection with the sale of a dietary supplement to consumers without the literature being subject to regulation as labeling. However, such literature must not be false or misleading, the literature may not promote a particular manufacturer or brand of dietary supplement and it must include a balanced view of the available scientific information on the subject matter, among other requirements. The FDA’s Center for Veterinary Medicine (“CVM”) is responsible for enforcing the portion of the Federal Food, Drug, and Cosmetic Act (the “FFDCA”), that relates to animal supplements, like our Petandim® product. CVM’s primary responsibility in enforcing the FFDCA is to ensure that animal supplements are safe, effective, and can be manufactured to a consistent standard. CVM has taken the position that DSHEA does not apply to products intended for animals, but it is clear that products like Petandim® are under FDA jurisdiction.
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27 Our Petandim® product follows the labeling rules of the NASC of which LifeVantage is a member. Under the NASC rules, Petandim® is classified as a dosage form animal health product. While we exercise care in our formulation, manufacturing, packaging, labeling, and advertising of our products, we cannot guarantee the FDA will never inform us that the FDA believes some violation of law has occurred either by us or by our independent consultants. Any allegations of our non-compliance may result in time-consuming and expensive defense of our activities. The FDA’s normal course of action is to issue a warning letter if it believes that a product is misbranded or adulterated. The responsive action requested by the FDA differs depending upon the nature of the product and claims in question. Typically, the FDA expects a written response within 15 working days of the receipt of a warning letter. The warning letter is public information posted on the FDA’s web site. That information could affect our relationships with our customers, investors, independent consultants, vendors, and employees. Warning letters also often spark private class action litigation under state consumer protection statutes. The FDA could also order compliance activities, such as an inspection of our facilities and products, and could file a civil lawsuit in which an arrest warrant (seizure) could be issued as to some or all of our products. In extraordinary cases, we could be named a defendant and sued for declaratory and injunctive relief. There were no open letters from the FDA to us as of June 30, 2026. FTC Regulations Advertising and marketing of our products in the United States are also subject to regulation by the FTC under the Federal Trade Commission Act (“FTC Act”). Among other things, the FTC Act prohibits unfair methods of competition and unfair false or deceptive acts or practices in or affecting commerce. The FTC Act also makes it illegal to disseminate or cause to be disseminated any false advertisement for “food, drugs, devices, services, or cosmetics.” The FTC Act provides that disseminating any false advertisement pertaining to foods, which would include dietary supplements, is an unfair or deceptive act or practice. An advertiser is required to have competent and reliable scientific evidence for all express and implied health-related product claims at the time the claims are first made. We are required to have adequate scientific substantiation for all material advertising claims made for our products in the United States. The FTC routinely reviews websites to identify questionable advertising claims and practices. Competitors sometimes inform the FTC when they believe other competitors are violating the FTC Act and consumers may also notify the FTC of what they believe may be wrongful advertising. The FTC may initiate a non-public investigation that focuses on our advertising claims, which usually involves non- public pre-lawsuit extensive formal discovery. Such an investigation may be very expensive to defend, be lengthy, and result in a publicly disclosed Consent Decree, which is a settlement agreement. If no settlement can be reached, the FTC may start an administrative proceeding or a federal court lawsuit against us and/or our principal officers. The FTC often seeks to recover from the defendants, whether in a Consent Decree or a proceeding, any or all of the following: (i) consumer redress in the form of monetary relief or disgorgement of profits; (ii) significant reporting requirements for several years; and (iii) injunctive relief. In addition, most, if not all, states have statutes prohibiting deceptive and unfair acts and practices. The requirements under these state statutes are similar to those of the FTC Act. The National Advertising Division (“NAD”), of the national Better Business Bureau, a non-governmental not-for-profit organization through its Advertising Self-Regulatory Council, is also actively engaged in conducting investigations, called inquiries, which are focused on determining whether the requisite claim substantiation standard exists for advertising claims, including specific structure-function claims. Although the results of each inquiry or proceeding are not binding on the recipient, they are posted on NAD’s website, and the NAD often refers cases to the FTC, if the advertisers do not agree to modify their advertising in conformance with the NAD decision. In January 2019, the Direct Selling Self-Regulatory Council (“DSSRC”) was introduced. This program monitors the entire direct selling channel—including the US DSA member companies and non-members. The DSSRC provides impartial monitoring, enforcement, and dispute resolution regarding product claims or income representations (including lifestyle claims) disseminated by direct selling companies and their sales force members (independent consultants). The failure of a company to resolve DSSRC complaints will ultimately result in the DSSRC reporting the matter to the FTC, which may or may not pursue enforcement action in any given case. There were no open letters from the FTC to us as of June 30, 2026.
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28 Regulation of Direct Selling Activities Direct selling activities are regulated by the FTC, as well as various federal, state and local governmental agencies in the United States and foreign countries. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without sufficient emphasis on product sales. The laws and regulations may often: • require us or our independent consultants to register with governmental agencies; • impose caps on the amount or type of sales commission we can pay; • impose reporting requirements; and • require that we ensure, among other things, that our independent consultants maintain levels of product sales to qualify to receive sales commissions and that our independent consultants are being compensated primarily for sales of products and not primarily for recruiting additional participants. The laws and regulations governing direct selling are modified from time to time, and, like other direct selling companies, we may be subject to government investigations related to our direct selling activities. This may require us to make changes to our business model and our sales compensation plan. State Regulations In addition to United States federal regulation, each state has enacted its own food and drug laws. We may receive requests to supply information regarding our sales or advertising to state regulatory agencies. We remain subject to the risk that, in one or more of our present or future markets, our products, sales, and advertising could be found non-compliant with state laws and regulations. If we fail to comply with these laws and regulations, it could have a material adverse effect on our business in a particular market or in general. In addition, these laws and regulations could affect our ability to enter new markets. The FDA Food Safety Modernization Act The FDA Food Safety Modernization Act (“FSMA”) was enacted in 2011 and is now part of the FFDCA. The FSMA is a comprehensive set of laws that gives the FDA considerable authority with respect to the prevention of food contamination and the serious problems associated with such contamination. Among other things, it does the following: • gives the FDA explicit authority to compel a recall if the FDA believes there is a reasonable probability of serious adverse health consequences or death; • places strict obligations on food and dietary supplement importers to verify that food from foreign suppliers is not adulterated or misbranded; and • provides whistle blower protection for employees of conventional food or dietary supplement companies who provide information to governmental authorities about violations of the FFDCA. International Regulations In addition to the regulations applicable to our activities in the United States, all other markets in which we operate our business regulate our products under a variety of statutory and regulatory schemes. We typically market our Protandim® line of products in international markets as foods, health foods or dietary supplements under applicable regulatory regimes. However, because of varied regulations, some products or ingredients that are recognized as a “food” in certain markets may be treated as a “pharmaceutical” or equivalent in other markets. In the event a product, or an ingredient in a product, is classified as a drug or pharmaceutical product in any market, we will generally not be able to distribute that product through our independent consultants because of pre-marketing approval requirements and strict regulations applicable to drug and pharmaceutical products. In Japan, for example, ashwagandha was determined to be inappropriate for inclusion in food products. Ashwagandha is one of the ingredients in Protandim® Nrf2 Synergizer®. While we disagree with the assessment of ashwagandha by Japanese regulatory authorities, we are restricted from selling a formulation of Protandim® Nrf2 Synergizer® that contains ashwagandha in Japan. As such, we reformulated Protandim® Nrf2 Synergizer® for the Japan market to exclude ashwagandha and include black pepper extract. This reformulated Protandim® Nrf2 Synergizer® was introduced in Japan in fiscal year 2013.
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29 Similarly, our other markets outside the United States regulate advertising and product claims regarding the efficacy of our products and require adequate substantiation of claims. As such, we are unable to claim that any of our products will diagnose, cure, mitigate, treat, or prevent diseases. For example, in Japan, Protandim® Nrf2 Synergizer® is considered a food product, which significantly limits our ability to make claims regarding the product. If marketing materials make claims that exceed the scope of allowed claims for dietary supplements, regulatory authorities could deem our products to be unapproved drugs and we could experience substantial harm. Our business model is also subject to regulatory frameworks that may limit or significantly alter the way business is done in foreign markets vis-à-vis the United States. For example, our marketing of products or business opportunity as a consultant in the United Kingdom differs significantly from marketing to United States customers and independent consultants. Consequently, we may experience additional costs and delays in entering or continuing to do business in foreign markets in order to comply with local regulations. Potential FDA and Other Regulation We could become subject to additional laws or regulations administered by the FDA, FTC, or other federal, state, local or international regulatory authorities, to the repeal or amendment of laws or regulations that we consider favorable, such as DSHEA, or to more stringent interpretations of current laws or regulations. Because of negative publicity associated with some adulterated or misbranded supplements, including pharmaceutical drugs marketed as dietary supplements, there has been an increased movement in the United States and other markets to expand the regulation of dietary supplements, which could impose additional restrictions or requirements in the future. In recent years, there also has been increased pressure in the United States to further regulate cosmetics. In general, the regulatory environment is becoming more complex with increasingly strict regulations. The Dietary Supplement and Nonprescription Drug Consumer Protection Act requires us to report to the FDA all serious adverse events and to maintain for six years, records of all adverse events, whether or not serious. An adverse event is defined as any health-related event associated with the use of a dietary supplement that is adverse. In addition, this law requires the label of each dietary supplement, including our Protandim® products, to include a domestic address or telephone number by which the company selling the product may receive a report of a serious adverse event associated with such product. Our product labels comply with that statutory provision. Employees As of June 30, 2026, we had 223 employees, 209 of which were full-time employees. As of June 30, 2026, 169 of our employees were based in the United States and 54 were based in our international markets. We do not include our independent consultants in our number of employees because our independent consultants are independent contractors and not employees. We outsource our manufacturing, warehousing and shipping operations. We believe that our employees are an essential asset. We have a dedicated team of professionals that support our customers and independent consultants, work to generate long-term value for our stockholders and contribute to the broader public through charitable programs, including LifeVantage Legacy – an independent charitable organization focused on bettering the lives of children throughout the world (“LifeVantage Legacy”). In turn, we offer competitive compensation and guide employees to focus on the long-term goals of our stockholders and independent consultants. We have received many ‘best place to work’ awards over the years, most recently being named as “Utah Top Workplaces” by the Salt Lake Tribune for the third year, “Top Places to Work in the Wellness Industry” by Energage, an industry leader in employee engagement for the third year, and “Best Place to Work” by USA Today. Corporate Responsibility Products and Packaging: We formulate our MindBody GLP-1 System® and our TrueScience® Activated Skin Care Collection using clean ingredients, and we use packaging for these and other product lines that is recyclable curbside in most locations, including glass bottles and paper-based cartons in place of certain plastic components. Community: We sponsor LifeVantage Legacy, our community support initiative, through which we and our independent consultants have contributed to local schools, families, and communities in the markets in which we operate, including meals, school supplies and home building programs.
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30 Governance: We maintain an equity ownership policy under which our executive officers and directors are expected to hold meaningful equity in LifeVantage. In addition, we have a majority standard for the election of directors on our board. Available Information Our principal offices are located at 3300 N. Triumph Blvd, Suite 700, Lehi, UT 84043. Our telephone number is (801) 432-9000 and our fax number is (801) 880-0699. Our website address is www.lifevantage.com; however, information found on our website is not incorporated by reference into this report. Our website address is included in this annual report as an inactive textual reference only. The reports filed with the SEC, by us and by our officers, directors, and significant stockholders are available for review on the SEC’s website at www.sec.gov. Such reports are also available free of charge through the investor relations section of our website at www.lifevantage.com and are accessible as soon as reasonably practicable after being electronically filed with or furnished to the SEC. ITEM 1A — RISK FACTORS Because of the following risks, as well as other risks affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. The risks described below are those we currently believe could materially affect us. The following risks are not necessarily all of the important factors that could cause our actual results of operations to differ materially from those expressed in the forward-looking statements in this report. Risks Relating to Our Business and Industry An inability to properly motivate and incentivize sales from our independent consultants could harm our business. Motivating our independent consultants and providing them with appropriate sales resources, including technology, tools, and training, are important to the growth and success of our business. We have faced, and may continue to face, challenges in motivating and incentivizing our independent consultants. In addition, actions we take from time to time to enforce our policies and procedures, may cause discord among some of our independent consultants. The loss of key independent consultants due to various factors including, but not limited to, voluntary termination or involuntary termination or suspension resulting from non-compliance with our policies and procedures, could distract our independent consultants and disrupt our business. For example, in the past, we have experienced discord among our leading independent consultants. If we fail to properly respond to any discord among our leading independent consultants in the United States and other markets, we could lose additional leaders, including to competing direct selling companies, which could have a significant negative impact on our revenue. Further, from time to time, we are involved in legal proceedings with former independent consultants. Such legal proceedings can be a distraction to our active independent consultants and can be expensive, time-consuming and cause a disruption to our business. Our inability to properly respond to these and other distractions may have a negative impact on our business. If we are unable to retain our existing customers and independent consultants or attract additional customers and independent consultants, our revenue will not increase and may decline. Our customers may cease purchasing our products at any time and for any reason. Our independent consultants may terminate their services at any time, and we can and have in the past terminated consultants for conduct violative of our policies and procedures. As such, like most direct selling companies, we have experienced and are likely to continue to experience turnover among both customers and independent consultants. In the past, we have experienced, and, in the future, we may experience, a decrease in the number of our independent consultants. The departure for any reason of one of our leading independent consultants can be a major disruption to other independent consultants and could have a significant negative impact on our sales and operating results. Independent consultants who join our company to purchase our products for personal consumption or for short-term income goals may only stay with us for a short time. While we take steps to help train, motivate, and retain independent consultants, we cannot accurately predict the number or sales productivity of our independent consultants.
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31 Our operating results will be harmed if we and our independent consultant leaders do not generate sufficient interest in our business to retain existing customers and independent consultants and attract new customers and independent consultants. The number and sales productivity of our independent consultants could be harmed by several factors, including: • any adverse publicity regarding us, our products, our distribution channel, or our competitors; • non-compliance by our independent consultants with applicable legal requirements or our policies and procedures; • lack of interest in existing or new products or their failure to achieve desired sales results; • lack of a compelling business opportunity sufficient to generate the interest and commitment of new independent consultants; • any changes we might make to our independent consultant sales compensation plan; • any negative public perception of our company or our products or their ingredients; • any negative public perception of our independent consultants and direct selling business in general; • our actions to enforce our policies and procedures; • any efforts to sell our products through competitive channels; • any regulatory actions or charges against us or others in our industry; and • general economic and business conditions. Our independent consultants could fail to comply with applicable legal requirements or our policies and procedures, which could result in claims against us that could harm our business. Our independent consultants are independent contractors and, accordingly, we are not in a position to directly provide the same oversight, direction and motivation as we would if they were our employees. As a result, there can be no assurance that our independent consultants will comply with applicable laws or regulations or our independent consultant policies and procedures, participate in our marketing strategies or plans, or accept our introduction of new products. Despite their independent contractor status, activities by our independent consultants that allegedly violate applicable laws or regulations could result in government or third-party actions against us, which could harm our business. Our independent consultants agree to abide by our policies and procedures which are designed to ensure our independent consultants will comply with legal requirements. We have a consultant compliance department that addresses violations of our independent consultants when they become known to us. However, given the size of our independent consultant network, we experience problems with independent consultants violating our policies and procedures from time to time and are not always able to discover or remedy such violations. One of our most significant areas of risk with respect to independent consultant activities relates to improper product claims and claims regarding the consultant business opportunity of being an independent consultant. Any determination by the FDA, FTC, any state agency, or other similar governmental agency outside the United States that we or our independent consultants are not in compliance with applicable laws could materially harm our business. Even if governmental actions do not result in rulings or orders against us, they could create negative publicity that could detrimentally affect our efforts to recruit or motivate independent consultants and attract customers or lead to consumer lawsuits against us. When we experience growth in the number of our independent consultants, we have seen an increase in sales aids and promotional material being produced by independent consultants and/or consultant groups in some markets. This places an increased burden on us to monitor compliance of such materials and increases the risk that such materials could contain problematic product, marketing, or business opportunity claims in violation of our policies and applicable regulations. Because we have expanded into foreign countries, our policies and procedures for our independent consultants differ slightly in some countries due to the different legal requirements of each country in which we do business. In addition, as we have expanded internationally, some of our independent consultants have carried or shipped our products into countries in which such products are not registered or that otherwise impose stringent restrictions on our direct selling model. While we
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32 have taken steps to stop or restrict these sales from occurring, including through our independent consultant policies and procedures, it can be difficult to enforce these policies and procedures because of the large number of independent consultants and their independent status. If relevant regulatory authorities determined that any such independent consultant activities are not compliant with all regulatory requirements, we could be subject to related fines, penalties, and other assessments or negative publicity, any of which could have an adverse impact on our business. In addition, violations by our independent consultants of our policies and procedures could reflect negatively on our products and operations and harm our business reputation. Further, it is possible that a court could hold us civilly or criminally accountable based on vicarious liability because of the actions of our independent consultants. In the past, some of our independent consultants have been investigated by government agencies for conduct alleged to have violated the law and our policies. This type of investigation can have an adverse effect on us even if we are not involved in the independent consultant’s activities. We may be adversely affected by changes to our independent consultant compensation plans. We modify our compensation plans from time to time to keep them competitive and attractive to existing and potential independent consultants, to address changing market dynamics, to provide incentives to our independent consultants that we believe will help grow our business, to conform to local regulations and to address other business-related considerations. In fiscal year 2023, we launched our new Evolve Compensation Plan for our independent consultants in the United States, Australia, New Zealand, and Japan markets. In fiscal year 2024, we launched our new Evolve Compensation Plan for our independent consultants in the Canada, Mexico and Europe markets. In fiscal year 2025, we launched an optimized version of the Evolve Compensation Plan for our independent consultants in the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe markets and launched the Evolve Compensation plan in other markets, including Taiwan, Hong Kong, and Singapore. It is difficult to predict whether such changes will achieve their desired results in the various markets. Such changes could result in unintended or unforeseen negative economic and non-economic consequences to our business, such as higher than anticipated costs or difficulty in attracting and retaining independent consultants, either of which could have a material adverse effect on our results of operations and financial condition. In addition, if regulatory agencies such as the FTC or judicial cases lead to new industry standards or rules, our business could be impacted, and we may need to amend our compensation plan. If we are required to make changes, or if the FTC seeks to enforce similar measures in the industry, either through rulemaking or an enforcement action against our company, our business could be harmed. We primarily depend on a few products for a majority of our revenue. We primarily rely on our Protandim®, LifeVantage®, and TrueScience® product lines for a majority of our revenue, which collectively represent approximately 83.3% of total revenue for the fiscal year ended June 30, 2026. As such, any adverse impact we experience with respect to any of these products lines could negatively impact our overall revenue. For example, if we are unable to sustain or increase the price or sales levels of our Protandim®, LifeVantage®, or TrueScience® product lines, our business could be harmed. We are dependent upon third parties to manufacture our products. We currently rely on third parties to manufacture our products. We are dependent on the uninterrupted and efficient operation of third-party manufacturers’ facilities. We currently use multiple third-party manufacturers for our products. If any of our current manufacturers are unable or unwilling to fulfill our manufacturing requirements or seek to impose unfavorable terms, we will likely have to seek out other manufacturers, which could disrupt our operations and we may not be successful in finding alternative manufacturing resources. In addition, competitors who perform their own manufacturing may have an advantage over us with respect to pricing, availability of product, and in other areas through their control of the manufacturing process. High quality materials for our products may be difficult to obtain or expensive. Raw materials account for a significant portion of our manufacturing costs, and we rely on third-party suppliers to provide raw materials. Suppliers may be unable or unwilling to provide the raw materials our manufacturers need in the quantities requested, at a price we are willing to pay, or that meet our quality standards. We are also subject to potential delays in the delivery of raw materials caused by events beyond our control, including labor disputes, transportation interruptions and changes in government regulations. Our business could be adversely affected if we are unable to obtain a reliable source of any
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33 of the raw materials used in the manufacturing of our products that meets our quality standards. Additionally, if demand for our products exceeds our forecasts, we may have difficulties in obtaining additional raw materials in time to meet the excess demand. Any significant delay in or disruption of the supply of raw materials could, among other things, substantially increase the cost of such materials, require reformulation or repackaging of products, require the qualification of new suppliers, or result in our inability to meet customer demands. Disruptions to or significantly increased costs associated with transportation and other distribution channels for our products may adversely affect our margins and profitability. We generally rely on the uninterrupted and efficient operation of third-party logistics companies to transport and deliver our products. These third-party logistics companies may experience disruptions to the transportation channels used to distribute our products, including disruptions caused by increased airport and shipping port congestion, a lack of transportation capacity, increased fuel expenses, and a shortage of manpower. Disruptions to the transportation channels experienced by our third-party logistics companies may result in increased costs, including the additional use of airfreight to meet demand. We are subject to risks related to product recalls. We have implemented measures in our manufacturing process that are designed to prevent and detect defects in our products, including contaminants. However, such measures may not prevent or reveal defects or detect contaminants in our products and such defects and contaminants may not become apparent until after our products have been sold into the market. Accordingly, there is a risk that product defects will occur, or that our products will contain foreign contaminants, and that such defects and contaminants will require a product recall. We do not maintain product recall insurance. In the past, we commenced a voluntary recall of certain lots of Protandim® Nrf2 Synergizer® to alleviate safety concerns related to certain batches of turmeric extract, an ingredient in Protandim® Nrf2 Synergizer® we purchase from third-party suppliers. Product recalls and subsequent remedial actions can be expensive to implement and could have a material adverse effect on our business, results of operations and financial condition. In addition, product recalls could result in negative publicity and public concerns regarding the safety of our products, either of which could harm the reputation of our products and our business and could cause the market value of our common stock to decline. A past voluntary product recall strained our relationships with some of our third-party manufacturers. Additionally, following the voluntary recall we implemented more stringent measures, including several redundant measures, in our manufacturing process to detect contaminants. Third-party manufacturers may be reluctant to implement these redundant measures, may refuse to manufacture our products, and additional safety measures such as these may increase our cost of goods sold and strain our relationships with manufacturers. Our business is susceptible to product liability claims. The manufacture and sale of any product for human consumption raises the risk of product liability claims. These claims may derive from the product itself or a contaminant found in the product from the manufacturing, packaging, sales process or even due to tampering by unauthorized third parties. Our products consist of vitamins, minerals, herbs, and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, third-party manufacturers produce all of the products we sell. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for these products despite not manufacturing them. We may be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. Any product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which in turn could adversely affect our revenue and operating income. Although we maintain insurance coverage, there is a risk that our insurance will not cover our potential exposure completely or would fail to cover a particular claim, in which case we may not have the financial resources to satisfy such claim. In addition, certain types of damages, such as punitive damages, are not covered by our insurance policy.
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34 Many of the markets in which we compete for business, including the dietary supplement and personal care markets, are highly competitive. We may not be able to compete effectively, which may have a material adverse effect on our results of operations and financial condition. Many of the markets in which we compete for business, including the dietary supplement and personal care markets, are large, highly competitive, and fragmented. Our flagship product line, Protandim®, our LifeVantage® product line, and our TrueScience® Liquid Collagen compete in the dietary supplements market and our TrueScience® Skin Care Collection competes in the personal care market. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, online merchants, mail-order companies, and a variety of other smaller participants. Many of our competitors have greater financial and other resources available to them and possess better manufacturing, independent distribution, and marketing capabilities than we do. We believe some of these competitors with greater resources may develop and release products that will compete directly with Protandim®, LifeVantage®, or TrueScience® and will be marketed as activation products. One or more of these products could significantly reduce the demand for Protandim®, LifeVantage®, or TrueScience® and have a material adverse effect on our revenue. We believe that the market is also highly sensitive to the introduction of new products, including various prescription drugs, which may rapidly capture a significant share of the market. Moreover, because of regulatory restrictions concerning claims about the efficacy of dietary supplements and personal care products, we may have difficulty differentiating our products from our competitors’ products and competing products entering the dietary supplements and personal care markets could harm our revenue. In the United States and Japan, we also compete for sales with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as other retailers. In addition, as some products become more mainstream, we experience increased competition for those products as more participants enter the market. Our international competitors include large international pharmacy chains, major international supermarket chains, and other large U.S.-based companies with international operations. We may not be able to compete effectively and our attempt to do so may result in increased pricing pressure, which may result in lower margins and have a material adverse effect on our results of operations and financial condition. Unfavorable publicity could materially harm our business. We are highly dependent upon consumers’ perceptions of the safety, quality, and efficacy of our products, as well as competitive products distributed by other companies. In the past, we have experienced negative publicity that has harmed our business. Critics of our industry and other individuals whose interests are not aligned with our interests, have in the past and may in the future utilize the Internet, the press, and other means to publish criticism of the industry, our company, our products, and our competitors, or make allegations regarding our business and operations, or the business and operations of our competitors. For instance, several prominent companies in our industry have been targeted by short sellers who profit if a company’s stock price decreases. One such company was targeted by a short seller who, after taking a significant short position, publicly made allegations regarding the legality of the company’s direct selling model. Short sellers have an incentive to publicly criticize our industry and business model and any such criticism may adversely affect our stock price. Future scientific research or publicity may not be favorable to our industry or any particular product. Because of our dependence upon consumer perceptions, adverse publicity associated with illness or other adverse effects resulting or claimed to have resulted from the consumption or use of our products or any similar products distributed by other companies could have a material adverse impact on us. Such adverse publicity could arise even if the claims are unsubstantiated or if the adverse effects associated with such products resulted from failure to consume or use such products as directed. Adverse publicity could also increase our product liability exposure, result in increased regulatory scrutiny and lead to the initiation of private lawsuits. Actions of activist stockholders have, and could continue to, impact the pursuit of our business strategies, cause us to incur substantial costs, divert our management’s attention and resources, and adversely affect our business, results of operations, financial condition, and the trading price of our common stock. Publicly traded companies have increasingly become subject to campaigns by activist investors advocating for corporate actions such as financial restructurings, increased borrowings, special dividends, stock repurchases or even sales of assets or entire companies to third parties or the activists themselves. Responding to proxy contests and other actions by activist stockholders, including related litigation, has been and can be costly and time consuming, disrupt our operations and divert the attention of our board and senior management from the pursuit of business strategies, which could adversely affect our results
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35 of operations and financial condition. For example, in fiscal year 2024, we were engaged in a proxy contest with one of our stockholders, which was expensive and required significant time and attention by us, our board, and executive leadership team. Additionally, perceived uncertainties as to our future direction as a result of future stockholder activism or further changes to the composition of our board may lead to the perception of a change in the direction of our business, instability or lack of continuity. These uncertainties may be more acute or heightened when an activist seeks to change a majority of the board or ultimately desires to acquire the company. If individuals are elected to our board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders. Additionally, actions by activist stockholders may be exploited by our competitors, cause concern to our current or potential independent consultants and customers, make it more difficult to attract and retain qualified personnel and may create adverse uncertainty for our employees. In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. It is possible that we could become engaged in future proxy contests with other activist stockholders, which could adversely affect our results of operations and financial condition. The loss of or inability to attract key personnel could negatively impact our business. Our future performance will depend, in part, upon our ability to attract, retain, and motivate our executive and senior management team and scientific staff. Our success depends to a significant extent both upon the continued services of our current executive and senior management team and scientific staff, as well as our ability to attract, hire, motivate, and retain additional qualified management and scientific staff in the future. Specifically, competition for executive and senior staff in the direct selling and dietary supplement markets is intense, and our operations could be adversely affected if we cannot attract and retain qualified personnel. Additionally, former members of our executive and senior management team have in the past, and could in the future, join or form companies that compete against us in the direct selling industry. All of our employees are “at will” employees, which means any employee may quit at any time and we may terminate any employee at any time. We do not carry “key person” insurance covering members of senior management or our employees. We may be held responsible for certain taxes or assessments and other obligations relating to the activities of our independent consultants, which could harm our financial condition and operating results. Our independent consultants are subject to taxation, and in some instances, legislation or governmental agencies impose an obligation on us to collect or withhold taxes, such as value added taxes or income taxes, and to maintain appropriate records. In the event that local laws and regulations or the interpretation of local laws and regulations change to require us to treat our independent consultants as employees, or that our independent consultants are deemed by local regulatory authorities in one or more of the jurisdictions in which we operate to be our employees rather than independent contractors under existing laws and interpretations, or our independent consultants are deemed to be conducting business in countries outside of the country in which they are authorized to do business, we may be held responsible for social security, income, and other related taxes in those jurisdictions, plus any related assessments and penalties, which could harm our financial condition and operating results. If our independent consultants were deemed to be employees rather than independent contractors, we may be obligated to pay certain employee benefits, such as workers compensation and unemployment insurance. Further, if our independent consultants are misclassified as employees, we would also face the threat of increased vicarious liability for their actions. We are subject to risks related to a Global Not For Resale Program. We have a Global Not For Resale program, which allows customers from around the world to purchase limited amounts of our products for their individual consumption. Under this program, customers from other countries are able to set up a U.S. customer account and associated U.S. address and payment method to drop-ship their order to a third-party vendor in the U.S., who will then ship the products to the customer’s global location with any customs and/or duties being the sole responsibility of the ordering customer. This program may raise questions from tax regulators about the appropriate sales tax jurisdiction due to the varied and complex tax regulations in the U.S. and around the world. Further, any regulatory review of our facilitation to ship U.S. product to our existing markets, where such product has not been registered, may raise issues against the local subsidiary from the
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36 foreign jurisdiction equivalents of the FDA or FTC or the relevant trade associations, should any agency or association perceive that we or our independent consultants are advertising and/or facilitating the sale of unregistered product in their country. Risks Relating to Our Company We are subject to evolving laws, policies, and contractual obligations related to data privacy and security, including cybersecurity, and our actual or perceived failure to comply with such obligations or perceived failure to maintain the integrity of our data could expose us to data loss or litigation, harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business, prospects, financial condition, and operating results. We collect and retain large volumes of data relating to our business and from our customers, independent consultants and employees for business purposes, including for transactional and promotional purposes, and our various IT systems enter, process, summarize and report such data. The integrity and protection of this data is critical to our business. We are subject to or affected by a number of national, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information, including that of our employees, customers and others. We are also subject to requirements imposed by the payment card industry. As we expand our operations, the CCPA, CPRA, and other laws and regulations relating to privacy and data security may increase our compliance costs and potential liability. Compliance with any applicable privacy and data security laws and regulations is a time-intensive and costly process, and we may be required to put in place additional processes to comply with existing and evolving laws and regulations and new laws and regulations as we expand our operations. Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, our agreements with certain customers may require us to notify them in the event of a security breach or incident. Such mandatory disclosures can be costly and could lead to negative publicity, penalties, fines, litigation (including, in some instances, class action litigation), and other proceedings or cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach or incident. We may not be able to monitor and react to all developments in a timely manner. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase our expenses. Many jurisdictions outside of the United States are considering or have enacted similar or more stringent legislation providing for local storage of data or otherwise imposing privacy, data protection, and data security obligations in connection with the collection, use, and other processing of personal data. Further, the global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. As our international presence expands, we may become subject to additional obligations under laws and regulations in countries outside the United States, such as, for example, the European Union’s General Data Protection Regulation (“GDPR”), legislation in other countries implementing the GDPR or similar versions of the GDPR. As a general matter, compliance with laws, regulations, contractual obligations, industry standards, and any rules or guidance from self-regulatory organizations relating to privacy, data protection, and data security that apply, or are asserted to apply, to our operations may result in substantial costs and may necessitate changes to our business practices, which may compromise our growth strategy, adversely affect our ability to acquire customers, and otherwise adversely affect our business prospects, results of operations, and financial condition. Despite the security measures we have in place to comply with applicable laws and rules and to protect our security and information systems, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures will be fully implemented, complied with, or effective in protecting our systems and information. Further, our vendors and third-party service providers (as well as their third-party service providers), may be vulnerable to security breaches, acts of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human errors or other similar events. While we have agreements requiring our third-party service providers to use best practices for data security, we have no operational control over them. Because such attacks are increasing in sophistication and change frequently in nature, we and our third-party service providers may be unable to anticipate these attacks or implement adequate preventative measures, and any compromise of our systems, or those of our third-party vendors
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37 (as well as their third-party service providers), may not be discovered and remediated promptly. Changes in consumer behavior following a security breach or perceived security breach, act of cyber terrorism or sabotage, vandalism or theft, computer virus, loss or corruption of data or programming or human error or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. Any of the foregoing may have an adverse effect on our business, prospects, results of operations, and financial condition. Our adoption, deployment, use or integration of artificial intelligence technologies may present operational, competitive, legal, regulatory, cybersecurity, privacy, reputational and other risks, and may not achieve the benefits we expect. We have used, and may increasingly use, artificial intelligence, machine learning, generative artificial intelligence and other automated technologies, tools and systems, which we refer to collectively as AI technologies, in connection with our business, including to support internal operations, data analysis, customer and independent consultant engagement, sales and marketing activities, technology- enabled consultant tools and resources, product development, forecasting, compliance monitoring, and other business functions. We may also rely on third-party vendors, service providers or platforms that incorporate AI into the products or services they provide to us. The adoption, deployment and use of AI technologies are rapidly evolving and involve significant risks and uncertainties, and there can be no assurance that our use of AI technologies will improve our business prospects, results of operations, and financial condition. AI technologies may produce inaccurate, incomplete, misleading, biased, discriminatory, offensive or otherwise flawed outputs, content, recommendations, or analyses. If we, our employees, independent consultants, customers, vendors or other third parties rely on such outputs, content, recommendations, or analyses without appropriate human oversight, controls, testing or governance, our business prospects, results of operations, and financial condition may be adversely affected. In particular, reliance on AI-generated outputs in areas subject to existing regulatory orders or compliance commitments applicable to our business could heighten our exposure to enforcement actions or other adverse consequences. Our independent consultants may use AI technologies to create or distribute marketing content, product claims, testimonials, income or lifestyle representations, or other communications relating to our products or business opportunity. We have limited visibility into, or control over, how consultants use AI technologies, and AI-generated content could include inaccurate, unsubstantiated, or non-compliant health claims, efficacy claims, income claims, or other statements that may violate applicable laws and regulations, including the Federal Food, Drug, and Cosmetic Act, the FTC Act, or the terms of any regulatory orders or agreements applicable to our business. The FTC and other regulators have signaled increased focus on AI-generated testimonials, endorsements, and health-related claims in the direct selling and health and wellness sectors, which heightens the regulatory risk associated with consultant use of AI technologies. Any such violations could result in regulatory investigations, enforcement actions, fines, penalties, injunctive relief, litigation, reputational harm, or disruption to our business. If we are unable to adopt, integrate, govern and scale AI technologies effectively, or if competitors adopt AI technologies more rapidly or cost-efficiently than we do, our competition position, business prospects, results of operations, and financial condition may be adversely affected. Separately, if we implement AI technologies without sufficient controls, such as monitoring, training, data quality, human review or cybersecurity safeguards, we could incur additional costs, operational disruption, reputational harm or legal liability that may adversely affect our business prospects, results of operations, and financial condition. The legal and regulatory landscape applicable to AI technologies is developing rapidly and remains uncertain. Existing laws and regulations, including those relating to privacy, data protection, consumer protection, advertising, employment, intellectual property, cybersecurity, unfair or deceptive acts or practices, automated decision-making and discrimination, may be interpreted or applied to AI technologies in new or changing ways. New AI-specific laws, regulations, standards and guidance are being considered or adopted in the United States and in foreign jurisdictions in which we operate or may operate. Compliance with these requirements may increase our costs, require changes to our business practices, restrict our ability to use certain AI technologies, require enhanced transparency, testing, documentation, governance, training or monitoring, or expose us to regulatory investigations, fines, penalties, litigation or other proceedings. In addition, intellectual property ownership and
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38 license rights relating to AI systems, training data, inputs and outputs remain uncertain and continue to be the subject of litigation and regulatory attention. Our use of AI technologies could result in claims that we have infringed, misappropriated or otherwise violated third- party intellectual property rights, contractual terms, website terms of service, privacy rights or other rights, or could limit our ability to protect our own proprietary information and intellectual property. AI may also increase cybersecurity, privacy and data governance risks. AI technologies may process, store or generate personal, confidential, proprietary or sensitive information, including information relating to customers, independent consultants, employees, vendors or our business. Any improper disclosure, misuse, unauthorized access, retention or transmission of such information through AI technologies, including through third-party AI platforms, could result in data loss, security incidents, violations of privacy or data protection laws, contractual breaches, litigation, regulatory enforcement, reputational harm or other adverse consequences. In addition, malicious actors may use AI technologies to conduct more sophisticated phishing, fraud, social engineering, impersonation, misinformation, cyberattacks or other activities targeting us, our employees, our independent consultants, our customers, our vendors or our information systems. We may be required to incur significant costs to develop, implement and maintain AI governance, compliance, training, monitoring, cybersecurity and risk management processes, and such processes may not be effective in identifying, preventing or mitigating all AI-related risks. Any of the foregoing may have an adverse effect on our business, prospects, results of operations, and financial condition. We may not be successful in expanding our operations. We may not be successful in expanding our operations. Although we have been selling our products through our direct selling network since fiscal year 2009, we still may have limited insight into trends, disruptions and other factors that may emerge and affect our business. For example, a widespread pandemic, such as the COVID-19 pandemic, and measures taken in response by governments and businesses worldwide to contain its spread, including quarantines, facility closures, travel and logistics restrictions, border controls, and shelter in place or stay at home and social distancing orders, may adversely impact our supply chain, manufacturing, logistics, workforce and operations, as well as the operations of our customers and suppliers globally. Such adverse impacts on our supply chain could limit our ability to sell our products on a timely and cost-effective basis, which could adversely affect our business and results of operations. In addition, from time to time, we are compelled to terminate one or more of our independent consultants for actions contrary to their contractual obligations with us. In the past, some of these terminations have caused disruption among our independent consultants, and such terminations or resulting disruption in the future may negatively impact our revenue. Additionally, we may not be successful in keeping our leading independent consultants focused and motivated or in aligning their goals with our company goals. Although we are seeking to grow our business, if we fail to effectively manage operations in our existing markets and/or expand our operations into additional markets, we may be unable to generate consistent operating profit growth in future periods. If we are able to expand our operations, including through acquisition of assets or businesses, we may experience difficulties in managing our future growth, which could adversely affect our business. If we are able to expand our operations in the United States and in other countries where we believe our products will be successful, such expansion could place increased strain on our management, operational, financial and other resources. An inability to leverage our current resources in an efficient manner could have a material adverse effect on our business, operating margins, and results of operations. If we are able to expand our operations, we expect we will need additional managerial, operational, technical, sales, marketing, financial, legal, and other resources. In addition, acquisitions of complementary businesses or assets involve numerous risks and uncertainties. These include challenges in integrating operations, systems, and personnel; difficulties in realizing the anticipated benefits of the transaction within the expected timeframe, or at all; disruption of ongoing business operations and relationships; exposure to unknown or contingent liabilities; and potential increases in costs, indebtedness, or dilution. If we are unable to successfully integrate acquired businesses or achieve the benefits we expect, our growth strategy and financial performance could be adversely affected.
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39 If we are successful in expanding our operations, our management may need to divert its attention away from its day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure and loss of business opportunities, among others. We may not succeed in growing our business in existing markets or opening new markets. We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland, and Portugal. We also sell our products in a number of countries to customers for personal consumption only. In fiscal year 2026, we generated approximately 26% of our revenue from our international operations, a majority of which was generated in Japan. We believe that our ability to achieve future growth is dependent in part on our ability to effectively expand into new international markets and grow our existing markets. In some international markets, we have experienced difficulties which have resulted in adverse consequences to our business, including declining revenue in some markets, the closure of some markets, and occasional disruption to our business with supply chain and logistics delays in delivering product to certain markets in a timely manner. Our business and financial results may be also negatively impacted if a particular market or new business model is not widely accepted and adopted. We must overcome significant regulatory and legal barriers before we can begin marketing in any international market. Also, before marketing commences in a new country or market, it is difficult to assess the extent to which our products and sales techniques will be accepted or successful. In addition to significant regulatory barriers, we may also encounter problems conducting operations in new markets with different cultures and legal systems from those encountered elsewhere. We may be required to reformulate one or more of our products before commencing sales of that product in a given country. Once we have entered a market, we must adhere to the regulatory and legal requirements of that market. We may not be able to obtain and retain necessary permits and approvals in new markets, or we may have insufficient capital to finance our expansion efforts in a timely manner. Inability of new products and technological innovations to gain market acceptance by customers and/or independent consultants could harm our business. We believe our ability to introduce new products that gain acceptance among our customers and independent consultants is an important part of our ability to grow our revenue in future periods. However, any new products we introduce may not gain market acceptance by customers and/or independent consultants to the extent we anticipate or project. Factors that could affect our ability to introduce new products include, among others, government regulations, the inability to attract and retain qualified research and development staff, the termination of third-party research and collaborative arrangements, proprietary protections of competitors that may limit our ability to offer comparable products and the difficulties in anticipating changes in consumer tastes and buying preferences. In addition, new products we introduce may not be successful or generate substantial sales revenue. The introduction of a new product could also negatively impact other product lines to the extent our independent consultant leaders focus their sales efforts on the new product instead of an existing product. If any of our products fails to gain customer and/or independent consultant acceptance, we could see an increase in product returns. In addition, we believe our ability to introduce new technologies that gain acceptance among our customers and independent consultants is an important part of our ability to grow our sales revenue in future periods. However, these or other new technologies that we introduce may not gain customer and/or independent consultant acceptance to the extent we anticipate or project. Our business could be negatively impacted if we fail to execute any product launch process due to increased pressure on our supply chain, information systems and management. Although our product launch process may vary by market, we generally introduce new products to our customers and independent consultants through live events or cyber launches, limited-time offers and promotions. The limited-time offers typically generate significant activity and a high level of purchasing, which may result in a higher-than-normal increase in sales revenue during the quarter of the limited-time offer and skew year-over-year and sequential comparisons. We may experience difficulty effectively managing growth associated with these limited-time offers. In addition, the size and condensed schedule of these product launches increases pressure on our supply chain. If we are unable to accurately forecast sales levels in each market, obtain sufficient ingredients or produce a sufficient supply to meet demand, we may incur higher expedited shipping
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40 costs and we may temporarily run out of stock of certain products, which could negatively impact the enthusiasm of our independent consultants and their customers. Conversely, if demand does not meet our expectations for a product launch, we could incur increased inventory write-offs. Any inventory write-off would negatively impact our gross margins. In addition, our order processing systems could have difficulties handling the high volume of orders generated by limited-time offers. Although our previous limited-time offers have not materially affected our product return rate, these events may increase our product return rate in the future. Our business may be harmed if we are unable to appropriately manage our inventory. In the past, we have experienced difficulties in appropriately managing our inventory. For example, when we launched our MindBody GLP-1 System® in October 2024, we experienced higher than expected demand and did not have sufficient inventory to meet demand. In the past, we have also experienced an inventory surplus, causing us to engage in a deliberate effort to manage down such inventory balances to levels we viewed as appropriate. We review all inventory items quarterly for obsolescence, and when items become obsolete or are expired, we write down our inventory accordingly. If we are unable to sell our inventory in a timely manner, we may experience additional inventory obsolescence charges, including for finished products in inventory that have expired. If we are unable to appropriately manage our inventory balances, our business may be harmed. We rely on our IT systems to manage numerous aspects of our business, and a disruption in these systems, including as a result of cybersecurity incidents, could adversely affect our business. We depend on our IT systems to manage numerous aspects of our business, including our finance and accounting transactions, to manage our independent consultant sales compensation plan and to provide analytical information to management. Our IT systems are an essential component of our business and growth strategies, and a serious disruption to our IT systems, including as a result of cybersecurity incidents, could significantly limit our ability to manage and operate our business efficiently. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of data, security breaches and computer viruses. Breaches of our IT systems could involve attacks that are intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, and could originate from a wide variety of sources, including employees, contractors, foreign governments and other unknown third parties outside the Company. While we have in the past experienced disruptions to our IT systems, they have not had a material impact on our business. However, we may experience additional disruptions in the future that could cause our business and competitive position to suffer and adversely affect our business and operating results. In addition, if we experience future growth, we will need to scale or change some of our systems to accommodate the increasing number of independent consultants and their customers. Inability to comply with financial covenants imposed by our credit facility and the impact of debt service obligations and restrictive covenants could impede our operations and flexibility. In April 2024, we entered into a loan agreement, which we amended in September 2025, that provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million (the “2024 Credit Facility”). As of June 30, 2026, there is no outstanding balance on the 2024 Credit Facility. The principal amount of any borrowings under the 2024 Credit Facility is repayable, if drawn, on the maturity date of the facility (April 12, 2027). Interest will accrue on outstanding loans, payable monthly. We expect to generate the cash necessary to pay any future principal and interest on the 2024 Credit Facility, if any, from our cash flows provided by operating activities. However, our ability to meet our debt service obligations will depend on our future performance, which may be affected by financial, business, economic, demographic, and other factors. If we do not have enough money to pay our debt service obligations, we may be required to refinance all or part of our debt, sell assets, borrow more money, or raise cash through the sale of equity. In such an event, we may not be able to refinance our debt, sell assets, borrow more money, or raise cash through the sale of equity on terms acceptable to us or at all. Also, our ability to carry out any of these activities on favorable terms, if at all, may be further impacted by any financial or credit crisis which may limit access to the credit markets and increase the cost of capital.
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41 The 2024 Credit Facility is secured by a lien on substantially all of our assets, and the assets of Lifeline Nutraceuticals, and by a pledge of membership interests of our subsidiaries, and contains customary covenants, both affirmative and negative covenants, that, among other things, restrict our ability to deal with our assets outside of the ordinary course, incur or guarantee additional indebtedness, grant liens on our assets, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, and enter into consolidations, mergers or other combinations. The 2024 Credit Facility requires that we maintain specified financial ratios and satisfy certain financial condition tests and comply with certain informational requirements in order to borrow under the revolving loan facility, if needed. Our ability to comply with these financial ratios and tests and informational requirements can be affected by events beyond our control and we may be unable to meet these ratios and tests and informational requirements. A breach of any of the representations, covenants (including compliance with financial ratios), or other restrictions imposed by the 2024 Credit Facility may result in a default or an event of default giving rise to lender's remedies thereunder, which could result in the lender declaring any portion or all amounts of principal, interest and other related costs and expenses outstanding under the 2024 Credit Facility to be immediately due and payable or limit our ability to draw on the revolving loan facility. Our assets may not be sufficient to repay the indebtedness if the lender accelerates our repayment of the indebtedness under the 2024 Credit Facility. In such circumstances, the lender's remedies would include the ability to foreclose on the collateral securing the loan. We were in compliance with all of the 2024 Credit Facility covenants at the end of fiscal year 2026. A substantial portion of our business is conducted in foreign markets, exposing us to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations, disruptions or conflicts with our third-party importers and similar risks associated with foreign operations. Global economic conditions continue to be challenging and unpredictable. A substantial portion of our sales are generated outside the United States. If we are successful in entering additional foreign markets, we anticipate that the percentage of our sales generated outside the United States will increase. There are substantial risks associated with foreign operations. For example, a foreign government may impose trade or foreign exchange restrictions, increased tariffs or other legal, tax, customs or other financial burdens on us or our independent consultants, due, for example, to the structure of our operations in various markets. Any such actions could negatively impact our operations and financial results. We are also exposed to risks associated with foreign currency fluctuations. For instance, in preparing our financial statements, we translate revenue and expenses in our markets outside the United States from their local currencies into U.S. Dollars using weighted average exchange rates. If the U.S. Dollar strengthens relative to local currencies, our reported revenue, gross profit, and net income will likely be reduced. Foreign currency fluctuations can also result in losses and gains resulting from translation of foreign currency denominated balances on our balance sheet. Additionally, purchases from suppliers are generally made in U.S. Dollars while sales to customers and independent consultants are generally made in local currencies. Accordingly, strengthening of the U.S. Dollar versus a foreign currency could have a negative impact on us. Specifically, because a significant percentage of our revenue is generated in Japan, strengthening of the U.S. Dollar versus the Japanese Yen has had and, in the future, could have an adverse impact on our financial results. Although we may engage in transactions intended to reduce our exposure to foreign currency fluctuations, there can be no assurance that these transactions will be effective. Given the complex global political and economic dynamics that affect exchange rate fluctuations, it is difficult to predict future fluctuations and the effect these fluctuations may have upon future reported results or our overall financial condition. Additionally, any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, or trade sanctions, between the U.S. and countries from which we source products or ingredients, directly or indirectly, could require us to take certain actions, such as raising prices on our products or seeking alternative sources of supply from vendors with whom we have less familiarity, which could adversely affect our reputation, revenue, and our results of operations. U.S. trade policies continue to be in flux, and trade policies implemented by the U.S. federal government, or the consequences of such policies, could have an adverse effect on our business. We cannot predict what changes to trade policy will be made by the U.S. federal government, or other governments, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business or the global economy. For example, on February 20, 2026, the U.S. Supreme Court struck down international tariffs imposed by President Trump in 2025 and in response to the U.S. Supreme Court ruling, President Trump implemented a 150-day “global tariff” of 10% effective February 24, 2026, using presidential powers under the Trade Act of 1974. Upon expiration of such tariffs on July 24, 2026, President Trump announced new tariffs of 10% and 12.5% on goods from 60 trade partners of the U.S. under Section 301 of the Trade Act of 1974. We are closely monitoring changes and developments in U.S. and international trade
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42 policies and assessing the potential impact of these changes on our business operations and financial performance. Changes in U.S. trade policy, or threat of such changes, have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import products or product ingredients from countries where we currently purchase products or product ingredients or sell our products. We may be negatively impacted by conflicts with, or disruptions caused or faced by, third party importers, as well as conflicts between such importers and local governments or regulatory agencies. We are required to obtain import licenses in order to sell our products to consumers in countries outside the United States. Our inability to obtain and maintain import licenses could cause delays or disruptions to our business and financial condition. Our operations in some markets also may be adversely affected by political, economic, and social instability in foreign countries. We may require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not available, may require us to delay, scale back, or cease our product development or growth plans. Based on our current plans, we believe that our current cash and cash equivalents and our ongoing cash flow from operations will be sufficient to satisfy our anticipated cash requirements for at least 12 months from the date of this report. If our available cash resources and anticipated cash flows from operations are insufficient to satisfy our liquidity requirements, we may be required to raise significant additional capital to support our continued operations and the implementation of our business and growth plans. Future funding requirements will depend on many factors, including but not limited to: • the costs associated with acquiring products from third-party vendors; • the costs of the sales and marketing activities of our products; • the costs associated with commissions and incentives for our independent consultants; • the costs associated with integrating any assets or businesses that we acquire; • litigation expenses we incur to defend against claims, including claims that we infringe the intellectual property of others or judgments we must pay to satisfy such claims; • contractual obligations to third parties; • our rate of progress in developing, launching, and selling our current products and any new products we pursue; • our ability to control our operating costs; • our ability to satisfy our outstanding debt obligations; and • the costs of responding to the other risks and uncertainties described in this report. We may also be required to raise additional capital in the future to expand our business and operations to pursue strategic investments or for other reasons including but not limited to: • acquiring or investing in complementary businesses or assets; • increasing our sales and marketing efforts to drive market adoption of our products; • scaling up our customer support capabilities; • funding development and marketing efforts of additional products; • expanding our product portfolio into additional markets; • acquiring products through licensing rights; and • financing capital expenditures and general and administrative expenses. We may seek required funding through issuances of equity or convertible debt securities or entering into additional loan facilities. Each of the various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity
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43 securities, dilution to our stockholders would result. If we raise funds by issuing additional debt securities, those debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. Our 2024 Credit Facility restricts our ability to pursue certain transactions that we may believe to be in our best interest, including incurring additional indebtedness without the prior written consent of the lender under the credit facility. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited and could have a material adverse effect on our business, financial condition, results of operations and prospects. Risks Related to Regulatory, Compliance, and Legal Matters Our business is subject to strict government regulations. The manufacturing, packaging, labeling, advertising, sale, and distribution of our products are subject to federal laws and regulations by one or more federal agencies, including, in the United States, the FDA, the FTC, the Consumer Product Safety Commission, and the United States Department of Agriculture (the “U.S. DOA”). These activities are also regulated by various state, local, and international laws, and agencies of the states, localities, and countries in which our products are sold. For instance, the FDA regulates, among other things, the ingredients, composition, manufacture, safety, labeling, and marketing of dietary supplements (including vitamins, minerals, herbs and other dietary ingredients for human use) and cosmetic products. We and our suppliers must comply with FDA regulations with respect to current GMP, which require good manufacturing processes, including ingredient identification, manufacturing controls and record keeping. If our third-party suppliers or vendors are not able to comply with these regulations, we may experience increased cost or delays in obtaining certain raw materials and third-party products. Complying with applicable legislation could also raise our costs and negatively impact our business. In addition, government regulations may prevent or delay the introduction of our products or require us to reformulate our products or change the claims we make about them, which could result in lost revenue, increased costs, and delayed expansion into new international markets. The FDA may determine that a particular dietary supplement or ingredient or a particular cosmetic product is adulterated or misbranded or both and may determine that a particular claim or statement of nutritional support that we make to support the marketing of a dietary supplement is an impermissible drug claim or is an unauthorized version of a “health claim,” or that a particular benefit claim that we make to support the marketing of a cosmetic product is an impermissible drug claim. The FDA, the FTC, or state attorneys general may also determine that a particular claim we make for our products is not substantiated. Determining whether a claim is improper frequently involves a degree of subjectivity by the regulatory agency or individual regulator. Any of these determinations by the FDA or other regulators could prevent us from marketing that particular dietary supplement product or cosmetic product, or making certain claims for that product. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenue from any product that we are required to remove from the market, which could be material. Any product recalls or removals could also lead to liability, substantial costs, and reduced growth prospects. We may receive a warning letter from the FDA if it believes some violation of law has occurred either by us or by our independent consultants. Any allegations of our non-compliance may result in time-consuming and expensive defense of our activities. FDA warning letters are available to the public on the FDA’s website. That information could negatively affect our relationships with our customers, investors, independent consultants, vendors, employees, and consumers. Warning letters may also spark private class action litigation under state consumer protection statutes. The FDA could also order compliance activities, such as an inspection of our facilities and products, and could file a civil lawsuit in which an arrest warrant (seizure) could be issued as to some or all of our products. In extraordinary cases, we could be named a defendant and sued for declaratory and injunctive relief. Additional or more stringent regulations of dietary supplements and other products have been considered from time to time. In recent years, there has been increased pressure in the United States and other markets to increase regulation of dietary supplements. New regulations, or new interpretations of those regulations, could impose additional restrictions, including requiring reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, additional adverse event reporting, or other new requirements. Any of these developments could increase our costs significantly. Our operations also could be harmed if new laws or regulations are
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44 enacted that restrict our ability to market or distribute dietary supplements or impose additional burdens or requirements on dietary supplement companies or require us to reformulate our products. In the United States, for example, some legislators and industry critics continue to push for increased regulatory authority by the FDA over dietary supplements and the FTC over the direct selling industry. The FTC may strengthen the regulation of business opportunity claims and direct selling companies, among other things. The FTC has in recent years investigated and taken enforcement action against direct selling companies for misleading representations relating to the earnings potential of an independent consultant within a company’s compensation plan, as well as appropriateness of the compensation plans themselves. Our business could be harmed if more restrictive legislation or regulation is successfully introduced and adopted in the future. In December 2022, Congress passed the Modernization of Cosmetics Regulation Act, which added significant new requirements for cosmetic products marketed in the United States. For example, we have to register cosmetic product manufacturing facilities and list all cosmetic products with the FDA, and need to report all “serious adverse events” to the FDA and maintain relevant records. We also need to comply with current GMP regulations and fragrance allergen declaration regulations. Complying with these requirements could raise our costs and negatively impact our business. Regulations governing the production and marketing of our products could harm our business. We are subject to various domestic and foreign laws and regulations that regulate the production and marketing of our products. If, for example, a determination that our dietary supplement products are used to diagnose, treat, cure, or prevent any disease or illness, including due to improper marketing claims by our independent consultants, it may lead to a determination that the LifeVantage supplements require pre-market approval as a drug. Such regulations in any given market can limit our ability to import products and can delay product launches as we go through the registration and approval process for those products. Furthermore, if we fail to comply with these regulations, we could face enforcement action against us and we could be fined, forced to alter or stop selling our products and/or be required to adjust our operations. Our operations also could be harmed if new laws or regulations are enacted that restrict our ability to market or distribute our products or impose additional burdens or requirements on the contents of our products or require us to reformulate our products. We are subject to the risk of investigatory and enforcement action. We are subject to the risk of investigatory and enforcement action by various government agencies, both domestic and international. For instance, the FTC and state attorneys general may open an investigation or bring an enforcement action against us based on our advertising claims and marketing practices. The FTC routinely reviews product advertising, including websites, to identify significant questionable advertising claims and practices. The FTC has brought many actions against dietary supplement companies, including some actions that were brought jointly with state attorneys general, based upon allegations that applicable advertising claims or practices were deceptive or not substantiated. If the FTC initiates an investigation, the FTC can initiate pre-complaint discovery that may be nonpublic in nature. In addition, we are subject to the risk of investigatory and enforcement action by other agencies including, but not limited to, the FDA, including warning letters and other sanctions, enforcement actions by the SEC and by other international regulatory agencies. Any investigation may be very expensive to defend and may result in an adverse ruling or in a consent decree. Our direct selling program could be found to be not in compliance with current or newly adopted laws or regulations in one or more markets, which could prevent us from conducting our business in these markets and harm our financial condition and operating results. Some of the legal and regulatory requirements concerning the direct selling business model are ambiguous and subject to interpretation. As a result, regulators and courts have discretion in their application of these laws and regulations, and the enforcement or interpretation of these laws and regulations by governmental agencies or courts can change. Allegations by short sellers regarding the legality of multi-level marketing companies generally have also created intense public scrutiny of our industry and could cause governmental agencies to change their enforcement and interpretation of applicable laws and regulations. The failure of our business to comply with current or newly adopted regulations or interpretations could negatively impact our business in a particular market or in general and may adversely affect our stock price.
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45 Laws and regulations may prohibit or severely restrict direct selling and cause our revenue and profitability to decline, and regulators could adopt new regulations that negatively impact our business. Various government agencies throughout the world regulate direct selling practices. The laws and regulations applicable to us and our independent consultants in Japan are particularly stringent. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on the sale of product to end consumers. Government agencies, such as the FTC in the United States and similar agencies in foreign jurisdictions, periodically investigate direct selling companies based on such schemes or other claims made by a direct selling company or its independent consultants. Generally, companies that are the subject of an FTC, or similar foreign agency, enforcement action are required to pay monetary fines and/or make updates or changes to their business model. The laws and regulations in some of our markets impose cancellations, product returns, inventory buy-backs and cooling-off rights for our independent consultants and/or customers. Excessive refunds and/or product returns pursuant to local laws and regulations, including being the target of an enforcement action or investigation by the FTC or a similar foreign agency in a foreign jurisdiction, could have a negative impact on our operating results. Complying with these rules and regulations can be difficult and requires the devotion of significant resources on our part. We may not be able to continue business in existing markets or commence operations in new markets if we are unable to comply with these laws or adjust to changes in these laws. Our financial condition and results of operations may be adversely affected by international regulatory and business risks. As a result of our operations, offering products or contracting with independent contractors and other service providers in various other countries, we are increasingly subject to varied and complex foreign and international laws and regulations. Compliance with these laws and regulations often involves significant costs and may require changes in our business practices that may result in reduced revenues and adversely affect our operating results. We are subject to the Foreign Corrupt Practices Act, which prohibits companies and their intermediaries from making payments in violation of law to non-U.S. government officials for the purpose of obtaining or retaining business or securing any other improper advantage. Our reliance on independent consultants to market our products internationally demands a high degree of vigilance in maintaining our policy against participation in corrupt activity, because these independent consultants may be deemed to be our agents and we could be held responsible for their actions. We are also subject to similar anti-bribery laws in the jurisdictions in which we operate, including the United Kingdom’s Bribery Act of 2010, which also prohibits commercial bribery and makes it a crime for companies to fail to prevent bribery. These laws are complex and far-reaching in nature. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction, involve significant costs and expenses, including legal fees, and we could be subject to severe penalties, including criminal and civil penalties, disgorgement, and other remedial measures, any of which could result in a material adverse effect on our business, prospects, financial condition, or results of operations. Any allegations that we are not in compliance with anti-corruption laws may require us to dedicate time and resources to an internal investigation of the allegations or may result in a government investigation. Any determination that our operations or activities are not in compliance with existing anti- corruption laws or regulations could result in the imposition of substantial fines, and other penalties. Although we have implemented anti- corruption policies and controls to protect against violation of these laws, we cannot be certain that these efforts will be effective. Operating internationally requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to increase international revenues or expand our international presence will produce desired levels of revenues or profitability. Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand. The loss of our intellectual property rights in our products could permit our competitors to manufacture their own version of our products. For example, the U.S. patents protecting our Protandim® Nrf2 Synergizer® expired in March 2025, which could permit competitors to manufacture and sell their own version of this product and harm our business. We have attempted to protect our intellectual property rights in our products through a combination of patents, patent applications, trademarks, trade secrets, confidentiality agreements, non-compete agreements and other contractual protection mechanisms, and we will continue to do so. While we intend to defend against any threats to our intellectual property, our patents or various contractual
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46 protections may not adequately protect our intellectual property. In addition, we could be required to expend significant resources to defend our rights to proprietary information and may not be successful in such defense. Moreover, our intellectual property rights are more limited outside of the United States than they are in the United States. As such, we may not be successful in preventing third parties from copying or misappropriating our intellectual property. There also can be no assurance that pending patent applications owned by us will result in patents being issued to us, that patents issued to or licensed by us in the past or in the future will not be challenged or circumvented by competitors or that such patents will be found to be valid or sufficiently broad to protect our products or to provide us with any competitive advantage. Third parties could also obtain patents that may require us to negotiate to obtain licenses to conduct our business, and any required licenses may not be available on reasonable terms or at all. We also rely on confidentiality and non-compete agreements with certain employees, independent consultants, consultants, and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or proprietary knowledge. Third parties might claim that we infringe on their intellectual property rights. Although the dietary supplement industry has historically been characterized by products with naturally occurring ingredients, it has become more common for suppliers and competitors to apply for patents or develop proprietary technologies and processes. Third parties may assert intellectual property infringement claims against us despite our efforts to avoid such infringement. Such claims could prevent us from offering competitive products or result in litigation or threatened litigation. Risks Related to Ownership of Our Common Stock Our stock price may experience future volatility. The trading price of our common stock has historically been subject to wide fluctuations. The price of our common stock may fluctuate in the future in response to quarter-to-quarter variations in operating results, material announcements by us or competitors, governmental regulatory action, conditions in the dietary supplement industry, or other events or factors, many of which are beyond our control, and some of which do not have a strong correlation to our operating performance. We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock. Sales of substantial amounts of our common stock by any one or more of our stockholders, or the perception that such sales could occur, may adversely affect the market price of our common stock. Substantial sales of shares of our common stock in the public market may impact the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market could cause our stock price to decline. Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we consider appropriate. We have registered and intend to continue to register all shares of common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates. We cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the market price of our common stock. However, future sales of substantial amounts of our common stock in the public market, including shares issued upon exercise of our outstanding warrant or options, or the perception that such sales may occur, could adversely affect the market price of our common stock. Significant additional capital may be required in the future to continue our planned operations. To the extent that we raise additional capital through the sale and issuance of shares or other securities convertible into shares, our stockholders will be diluted. We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value. Repurchases we consummate could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance. Our board of directors authorized a share repurchase program pursuant to which we may repurchase up to $60 million of our common stock on or before December 31, 2027. The manner, timing and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for
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47 the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities. The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Further, our share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, or reduce our available cash balance such that we will be required to seek financing to support our operations. Our share repurchase program may be modified, suspended, or terminated at any time, which may result in a decrease in the trading prices of our common stock. Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value. Additionally, repurchases are subject to the 1% Share Repurchase Excise Tax enacted by the Inflation Reduction Act, which may be offset by shares newly issued during that fiscal year (the “Share Repurchase Excise Tax”). We have and will continue to take the Share Repurchase Excise Tax into account with respect to our decisions to repurchase shares. Additional shares that may be issued upon the exercise of currently outstanding options or upon future vesting of restricted stock units, would dilute the voting power of our currently outstanding common stock and could cause our stock price to decline. As of June 30, 2026, we had 12.5 million shares of common stock outstanding. As of June 30, 2026, we also had stock options outstanding for an aggregate of 0.1 million shares of common stock. As of June 30, 2026, we also had time-based and performance restricted stock units outstanding that, at target-level achievement, would result in the issuance of an aggregate 0.3 million shares of common stock, which would further increase the total number of outstanding shares of our common stock. The issuance of these shares will dilute the voting power of our currently outstanding common stock and could cause our stock price to decline. If we are unable to maintain compliance with Nasdaq requirements for continued listing, our common stock could be delisted from trading. If our common stock was delisted from the Nasdaq Stock Market for failure to maintain compliance with its listing requirements, then there can be no assurance whether or when it would be listed again for trading on the Nasdaq or any other exchange. In addition, if our common stock were to be delisted, the market price of our shares would likely decline and become more volatile, and our stockholders may find that their ability to trade in our stock will be adversely affected. Furthermore, institutions whose charters do not allow them to hold securities in unlisted companies might sell our shares, which could have a further adverse effect on the price of our stock. We are a “smaller reporting company” and may take advantage of certain scaled disclosures available to us. We cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors. We are a “smaller reporting company” as defined in the Exchange Act. As a smaller reporting company, we are permitted to comply with scaled disclosure obligations in our SEC filings as compared to other issuers who are not smaller reporting companies, including with respect to disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have elected to adopt the accommodations available to smaller reporting companies. Until we cease to be a smaller reporting company, the scaled disclosure in our SEC filings will result in less information about our company being available than for public companies that are not smaller reporting companies. We will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non- affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million as measured on the last business day of our second fiscal quarter. We cannot predict if investors will find our common stock less attractive because we will rely on certain scaled disclosures that are available to smaller reporting companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
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48 Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our amended and restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees and may discourage these types of lawsuits. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and results of operations. Delaware law and provisions in our certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock. Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • the ability of our board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the exclusive right of our board to elect a director to fill a vacancy created by the expansion of our board or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by a majority vote of our entire board, the chairman of our board or our chief executive officer, or by stockholders holding at least 10% of the outstanding shares entitled to vote at such special meeting, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • advance notice procedures with which stockholders must comply to nominate candidates to our board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out of this provision. These and other provisions in our certificate of incorporation, amended and restated bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our board or initiate actions that are opposed by our then-current board, including delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.
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49 General Risk Factors We may become involved in legal proceedings that are expensive, time-consuming and, if adversely adjudicated or settled, could adversely affect our financial results. Litigation claims can be expensive and time-consuming to bring or defend against and could result in settlements or damages that could significantly affect our financial results. It is not possible to quantify or predict the final resolution of litigation, particularly class action lawsuits, to which we may become a party. In particular, plaintiffs in class action lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The impact of litigation proceedings on our business, results of operations and financial condition could be material. From time to time, we are involved in various legal matters, both as a plaintiff and defendant. While we believe the suits against us are without merit, they are costly to defend, and we cannot be assured that we will ultimately prevail. If we do not prevail and are required to pay damages, it could harm our reputation and our business. If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could result in sanctions or other penalties that would harm our business. As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we evaluate and determine the effectiveness of our internal controls over financial reporting and provide a management report on the internal controls over financial reporting. We have implemented internal controls to help ensure the completeness and accuracy of our financial reporting and to detect and prevent fraudulent actions within our financial and accounting processes including the development and implementation of control policies and procedures regarding the international business policies, practices, monitoring, and training for each country outside the U.S. in which we do business. However, we cannot be assured that significant deficiencies or material weaknesses in our internal control over financial reporting will not exist in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding disclosure controls and the effectiveness of our internal control over financial reporting required under the Sarbanes-Oxley Act and the rules promulgated thereunder. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to timely meet our reporting obligations, or cause investors to lose confidence in our reported financial information, which could cause a decline in the market price of our stock and we could be subject to sanctions or investigations by the SEC or other regulatory authorities including equivalent foreign authorities. In fiscal year 2026, we did not experience any material weaknesses in our internal control and/or financial reporting processes. Government authorities may question our tax positions or transfer pricing policies or change their laws in a manner that could increase our effective tax rate or otherwise harm our business. As a U.S. company doing business in international markets through subsidiaries, we are subject to various tax and intercompany pricing laws, including those relating to the flow of funds between our company and our subsidiaries. Tax authorities may disagree with certain positions that we have taken and assess additional taxes. From time to time, we are audited by tax regulators in the U.S. and in our foreign markets. If regulators challenge our tax positions, corporate structure, transfer pricing mechanisms or intercompany transfers, we may be subject to fines and payment of back taxes, our effective tax rate may increase, and our operations may be harmed. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax positions. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material impact on our business, result of operations, financial condition, and cash flows. Tax rates vary from country to country, and, if tax authorities determine that our profits in one jurisdiction may need to be increased, we may not be able to fully utilize all foreign tax credits that are generated, which will increase our effective tax rate. The various customs, exchange control and transfer pricing laws are
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50 continually changing and are subject to the interpretation of government agencies. We may experience increased efforts by customs authorities in foreign countries to reclassify our products or otherwise increase the level of duties we pay on our products. Despite our efforts to be aware of and comply with such laws, and changes to and interpretations thereof, there is a risk that we may not continue to operate in compliance with such laws. We may need to adjust our operating procedures in response to such changes and, as a result, our business may suffer. In addition, due to the international nature of our business, from time to time, we are subject to reviews and audits by taxing authorities of other jurisdictions in which we conduct business throughout the world. Economic, political, and other risks associated with our international operations could adversely affect our revenue and international growth prospects. As part of our business strategy, we intend to continue to expand and grow our international presence. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion or growth of our international operations will increase the effects of these risks. These risks include, among others: • political and economic instability of foreign markets; • foreign governments’ restrictive trade policies; • major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products; • lack of well-established or reliable legal systems in certain areas in which we operate; • inconsistent product regulation or sudden policy changes by foreign agencies or governments; • the imposition of, or increase in, duties, taxes, government royalties, or non-tariff trade barriers; • difficulty in collecting international accounts receivable and potentially longer payment cycles; • the possibility that a foreign government may limit our ability to repatriate cash; • increased costs in maintaining international marketing efforts; • problems entering international markets with different cultural bases and consumer preferences; and • fluctuations in foreign currency exchange rates. Any of these risks could have a material adverse effect on our international operations and our growth strategy. Unfavorable global economic conditions, including high inflation, tariffs, and other macroeconomic conditions or trends may have an adverse impact on our business, financial results, and prospects. Ongoing geopolitical matters have contributed to difficult macroeconomic conditions and exacerbated supply chain issues, resulting in significant economic uncertainty as well as volatility in the financial markets, particularly in the United States. Such conditions may adversely impact our business, financial results, and prospects. We rely on consumer discretionary spending. If general economic conditions continue to deteriorate globally or in specific markets where we operate, including with respect to inflation, consumer discretionary spending may decline and demand for our products may be reduced. A decrease in consumer discretionary spending would cause sales in our products to decline and adversely impact our business. If our costs were to become subject to significant inflationary pressures, including, as a result of, increased tariffs, we may not be able to fully offset such higher costs through increases in revenue as increases in core inflation rates may also affect consumers’ willingness to make discretionary purchases on our products. Our inability or failure to do so could harm our business, financial condition, and results of operations. In addition, such macroeconomic conditions could impact our ability to access the public markets as and when appropriate or necessary to carry out our operations or our strategic goals. We cannot predict the ongoing extent, duration, or severity of these conditions, nor the extent to which we may be impacted.
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51 To the extent that there are health epidemics or outbreaks, our operations could be disrupted and our business adversely impacted. Such disruptions or impacts may be similar to those we faced during the COVID-19 pandemic, such as mandated business closures in impacted areas, limitations due to stay at home orders or sickness of employees or their families, reduced demand for certain of our products, or supply constraints. We could be subject to securities class action litigation. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because dietary supplement companies have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business. If securities or industry analysts cease publishing research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our common stock will depend in part on the research and reports published by securities or industry analysts about us or our business. Securities and industry analysts currently publish research on our company. If analysts cease coverage of us, the trading price for our common stock could be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline. ITEM 1B — UNRESOLVED STAFF COMMENTS None. ITEM 1C — CYBERSECURITY Risk Management and Strategy We have implemented and maintain a cybersecurity risk management program that is designed to assess, identify, and manage material risks from cybersecurity threats. Our cybersecurity risk management processes are integrated into our broader enterprise risk management approach and are overseen through our security steering committee. The security steering committee includes representatives from functional areas such as: cybersecurity and infrastructure; corporate risk and privacy; personnel; and finance and fraud management. The security steering committee is responsible for reviewing cybersecurity risks, monitoring relevant risk trends, supporting prioritization of mitigation activities, and helping coordinate cross-functional responses when appropriate. The committee also supports the evaluation of risk associated with certain third-party service providers, including vendors and technology partners that may have access to Company systems, data, or infrastructure. We engage third parties, as appropriate, to assist in assessing, identifying, verifying, validating, and addressing cybersecurity risks. These third parties may include cybersecurity assessors, consultants, managed security service providers, auditors, and other external cybersecurity experts. We also use various security tools and processes designed to help identify, escalate, investigate, respond to, and recover from cybersecurity incidents in a timely manner. In addition, we provide periodic cybersecurity training to employees to help promote awareness of cybersecurity risks and reinforce employee responsibility in protecting our systems and information. Our cybersecurity program is intended to reduce risk, support operational resilience, and help protect the confidentiality, integrity, and availability of our systems and data. We have not identified risks from known cybersecurity threats to the business, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition. See our risk factor “We are subject to evolving laws, policies, and contractual obligations related to data privacy and security, including cybersecurity, and our actual or perceived failure to comply with such obligations or perceived failure to maintain the integrity of our data could expose us to data loss or litigation, harm our reputation, subject us to significant fines and liability, or otherwise affect our business, prospects, financial condition, and operating results” and “Our development, deployment, use or integration of artificial intelligence technologies may present operational, competitive, legal, regulatory, cybersecurity, privacy, reputational and other risks, and may not
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52 achieve the benefits we expect.” in Part I, Item 1A. (“Risk Factors”) for additional details regarding cybersecurity risks and potential impacts on our business. Cybersecurity Governance Our board oversees the Company's risk management program, including risks related to cybersecurity. The board carries out its risk oversight responsibilities directly as a full board and, where appropriate, through its committees. The board has delegated to the audit committee primary oversight responsibility for risks and incidents relating to cybersecurity threats, including oversight of related disclosure considerations, cooperation with law enforcement where appropriate, and potential impacts on financial and operational risk. The audit committee receives updates from our Chief Technology Officer (“CTO”) regarding cybersecurity risk, program developments, incident response readiness, notable incidents, findings and recommendations, as appropriate. The audit committee reports material or notable cybersecurity matters to the full board for consideration, as appropriate. Management is responsible for assessing and managing material risk from cybersecurity threats. Our CTO has primary responsibility for overseeing the Company’s cybersecurity risk management program, including the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents. The CTO is supported by internal information systems and cybersecurity personnel, members of the security steering committee, and third-party cybersecurity resources, as appropriate. Our CTO and other members of management are informed about cybersecurity risks through various means, which may include internal security reviews, reports from security tools deployed in the technical environment, updates from cybersecurity personnel, third-party assessments, vendor risk reviews, and incident response processes. ITEM 2 — PROPERTIES Corporate Offices In November 2019, we entered into a lease agreement with Traverse Ridge Center III LLC, a Utah limited liability company, for our new corporate headquarters located at 3300 N. Triumph Blvd., Suite 700, Lehi, Utah 84043. The lease is for approximately 51,674 square feet with a right of first refusal to lease certain additional space in the building when such space becomes available. The term of the lease began on January 1, 2021, and will continue for a period of eleven years. In July 2023, our subsidiary, LifeVantage Japan K.K., entered into a lease agreement with Sumitomo Mitsui Trust Bank, Limited, for an office located in the Shinagawa Grand Central Tower in Tokyo, Japan. The lease is for approximately 5,200 square feet and has a lease term from July 1, 2023 through June 30, 2026. In June 2026, we renewed our lease for an additional two years, terminating on June 31, 2028. We believe that the facilities under our leases are sufficient to meet our needs for the foreseeable future. Warehouse Facilities Since fiscal year 2010, Maersk E-Commerce Logistics (formerly Visible Supply Chain Management and IntegraCore, LLC) has provided fulfillment services to us, including services relating to procurement, warehousing, ordering, processing, and shipping. We have also entered into arrangements to receive similar services in each of our international markets. ITEM 3 — LEGAL PROCEEDINGS See Note 16 of the Notes to the Consolidated Financial Statements contained within this Annual Report on Form 10-K for a discussion of the company's legal proceedings. ITEM 4 — MINE SAFETY DISCLOSURES Not applicable.
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53 PART II ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock trades on the Nasdaq Capital Market under the symbol “LFVN”. Our common stock is issued in registered form and the following information is taken from the records of our current transfer agent, Computershare Trust Company, Inc. As of June 30, 2026, we had 75 stockholders of record and 12.5 million shares of common stock outstanding. This does not include an unknown number of persons who hold shares in street name through brokers and dealers and who are not listed on our stockholder records. Dividends We paid quarterly cash dividends of $0.045 per share of common stock to stockholders of record in September 2025, December 2025, and March 2026, and $0.05 per share of common stock to stockholders in June 2026, which were in the aggregate amount of $2.3 million, or $0.185 per share of common stock for the fiscal year ended June 30, 2026. For the fiscal year ended June 30, 2025, we paid $0.04 per share of common stock to stockholders of record in September 2024, December 2024 and March 2025, and $0.045 per share of common stock to stockholders in June 2025, which were in the aggregate amount of $2.1 million, or $0.165 per share of common stock. The declaration of dividends is subject to the discretion of our board and will depend upon various factors, including our earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by our board of directors. We currently expect that a comparable cash dividend will be paid each quarter for the foreseeable future. Purchases of Equity Securities by the Issuer On November 27, 2017, our board approved a stock repurchase program. Under this program, we were initially authorized to repurchase up to $15.0 million of the outstanding shares through November 27, 2020. On August 27, 2020, our board approved an amendment to the stock repurchase program to increase the authorized share repurchase amount from $15.0 million to $35.0 million and to extend the duration of the program through November 30, 2023. Further, on February 17, 2022, our board approved an amendment to the stock repurchase program to increase the authorized share repurchase amount from $35.0 million to $60.0 million. On June 13, 2023, our board approved an amendment to the stock repurchase program to extend the duration of the program through December 31, 2026. On January 29, 2026, our board approved a new stock repurchase program, which replaced the Company’s previous stock repurchase program in its entirety, to repurchase up to $60.0 million shares of common stock through December 31, 2027. The stock repurchase program permits us to purchase shares from time to time through a variety of methods, including in the open market, through privately negotiated transactions or other means as determined by our management, in accordance with applicable securities laws. As part of the repurchase program, we may enter into a pre-arranged stock repurchase plan which operates in accordance with guidelines specified under Rule 10b5- 1 of the Securities Exchange Act of 1934, as amended. Accordingly, any transactions under such stock repurchase plan would be completed in accordance with the terms of the plan, including specified price, volume, and timing conditions. The stock repurchase program may be suspended or discontinued at any time. During the three months ended June 30, 2026, we repurchased 0.1 million shares of our common stock under the stock repurchase plan.
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54 The following table provides information with respect to all purchases made by the Company during the three months ended June 30, 2026. All purchases listed below were made at prevailing market prices. Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs April 1 - April 31 — $ — — $ 58,994,272 May 1 - May 31 85,700 $ 5.36 85,700 $ 58,534,993 June 1 - June 30 — $ — — $ 58,534,993 Total 85,700 85,700 (1) On November 27, 2017, our board approved a stock repurchase program. Under this program, we were initially authorized to repurchase up to $15.0 million of the outstanding shares through November 27, 2020. On August 27, 2020, our board approved an amendment to the stock repurchase program to increase the authorized share repurchase amount from $15.0 million to $35.0 million and to extend the duration of the program through November 30, 2023. Further, on February 17, 2022, our board approved an amendment to the stock repurchase program to increase the authorized share repurchase amount from $35.0 million to $60.0 million. On June 13, 2023, our board approved an amendment to the stock repurchase program to extend the duration of the program through December 31, 2026. On January 29, 2026, our board approved a new stock repurchase program, which replaced the Company’s previous stock repurchase program in its entirety, to repurchase up to $60.0 million shares of common stock through December 31, 2027. Recent Sale of Unregistered Securities None. Equity Compensation Plan Information This information is incorporated by reference to Part III, Item 12 of this report. ITEM 6 — [RESERVED] (1)
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55 ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes, which are included in this Annual Report on Form 10-K. Overview We are a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. We are dedicated to helping people achieve their health, wellness, and financial goals. We provide quality, scientifically validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to our independent consultants. We engage in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, weight management products, gut health products, skin and hair care products, and nootropics. We currently sell our products to customers and independent consultants in two geographic regions that we have classified as the Americas region and the Asia/Pacific and Europe region. The success and growth of our business is primarily based on the effectiveness of our independent consultants to attract and retain customers in order to sell our products and our ability to attract and retain independent consultants. When we are successful in attracting and retaining independent consultants and customers, it is largely because of: • Our products, including our flagship Protandim® family of scientifically validated dietary supplements, our LifeVantage® family of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, Daily Wellness, Fat Burn, Prebiotic and Carb Block, our newest activator the P84 System, acquired from LoveBiome in connection with our October 2025 acquisition of LoveBiome's critical assets, and which helps to regulate, repair and restore gut health, our TrueScience® line of skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic and energy/hydration drink mixes; • Our sales compensation plan and other sales initiatives and incentives; and • Our delivery of superior customer service. As a result, it is vital to our success that we leverage our product development resources to develop and introduce compelling and innovative products and provide opportunities for our independent consultants to sell these products in a variety of markets. We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland and Portugal. In addition, we sell our products in a number of countries for personal consumption only. Entering a new market requires a considerable amount of time, resources and continued support. If we are unable to properly support an existing or new market, our revenue growth may be negatively impacted. We closed our market in the Philippines in June 2025 and closed our markets in Hong Kong and Singapore in May 2026. Our Products Our products are: the Protandim® line of scientifically validated dietary supplements; the LifeVantage® line of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, Daily Wellness; Fat Burn, Prebiotic and Carb Block; our newest activator the P84 System, which helps to regulate, repair and restore gut health; the TrueScience® line of skin and hair care products and Liquid Collagen; our Petandim® companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic and energy/hydration drink mixes. We believe the significant number of customers who regularly and repeatedly purchase our products is a strong indicator of the health benefits of our products. The Protandim® product line includes Protandim® NRF1 Synergizer®, Protandim® Nrf2 Synergizer®, and Protandim® NAD Synergizer®. The Protandim® NRF1 Synergizer® is formulated to increase cellular energy and performance by boosting mitochondria production to improve cellular repair and slow cellular aging. The Protandim® Nrf2 Synergizer® contains a proprietary blend of ingredients and has been shown to combat oxidative stress and enhance energy production by increasing the body’s natural antioxidant protection at the genetic level, inducing the production of naturally occurring protective antioxidant enzymes, including superoxide dismutase, catalase, and glutathione synthase. The Protandim® NAD Synergizer®
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56 was specifically formulated to target cell signaling pathways involved in the synthesis and recycling of a specific molecule called NAD (nicotinamide adenine dinucleotide), and it has been shown to double sirtuin activity, supporting increased health, focus, energy, mental clarity, and mood. Use of the three Protandim® products together, marketed as the Protandim® Tri-Synergizer®, has been shown to produce synergistic benefits greater than using the single products on their own. The LifeVantage® product line includes: the MindBody GLP-1 System®, a dietary supplement that combines two products MB Core® and MB Enhance® designed to support weight loss and wellness by activating GLP-1 naturally and balancing signals along the gut-brain axis; Omega+, a dietary supplement that combines DHA and EPA Omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system; ProBio, a dietary supplement designed to support optimal digestion and immune system function; Daily Wellness, a dietary supplement designed to support immune health. IC Bright®, a dietary supplement to help support eye and brain health, reduce eye fatigue and strain, support cognitive functions, and may help support normal sleep patterns; the Rise AM & Reset PM System®, a dietary supplement that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time; D3+, a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health; Daily Wellness, a dietary supplement designed to support immune health; Fat Burn, a dietary supplement designed to support weight-management, that in the past was under the PhysIQ™ line and during fiscal year 2026 was placed under the LifeVantage ® line in the U.S.; Prebiotic, a dietary supplement designed to support a healthy digestive tract, that in the past was under the PhysIQ™ line and during fiscal year 2026 was placed under the LifeVantage ® line in the U.S.; and Carb Block, a dietary supplement drink mix designed to help reduce the impact of carbohydrate-heavy meals by slowing carbohydrate-to-sugar conversion and supporting healthy metabolism that was acquired from LoveBiome as PhytoPower B and rebranded as Carb Block. The P84 System is our newest patent pending two-product activator consisting of PhytoPower 1 and PhytoPower 2 that contains probiotics, prebiotics, postbiotics, digestive enzymes, and superfood blends designed to support gut health, which, in an in vitro study, activated 14 key gut peptides associated with gut health and microbiome support. Our TrueScience® line of skin and hair care products includes TrueScience® TrueClean Refining Cleanser, TrueScience® TrueRenew Daily Firming Complex, TrueScience® TrueLift Illuminating Eye Cream, TrueScience® TrueHydrate Brightening Moisturizer, TrueScience® TrueTone Perfecting Lotion, TrueScience® TrueProtect Daily Mineral Sunstick SPF 30, TrueScience® Perfecting Lotion, TrueScience® Hand Cream, TrueScience® Invigorating Shampoo, TrueScience® Nourishing Conditioner, TrueScience® Scalp Serum, and TrueScience® Liquid Collagen. TrueScience® Liquid Collagen activates, replenishes, and maintains collagen to support firmness and elasticity from within. Petandim® is a supplement specially formulated to combat oxidative stress in dogs through Nrf2 activation. AXIO® is our line of our nootropic and energy/hydration drink mixes formulated to promote alertness and support mental performance. We sell our products both individually and in stacks. A stack consists of multiple products bundled together that are designed to achieve a specific result. In fiscal year 2026, our stack strategy continued to focus on the brand message of activation. As part of the launch of our latest activator, the P84 System, we introduced the Healthy Edge stack, which includes Protandim® Nrf2 Synergizer® and the P84 System. Results of an in vitro study were released that showed beneficial “activation synergies” when both products were used together, including eight additional detoxification and cellular protection pathway genes, nine gut regulation/repair genes, and the new benefit of activating three circadian rhythm genes and 29 genes that support cellular adaptation. We continue to offer other popular stacks with products that complement one another with inner activation power for internal benefits that can be felt, external benefits that can be seen, or both. The following table shows revenue by major product line for the fiscal years ended June 30, 2026 and 2025.
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57 Year Ended June 30, 2026 2025 Protandim product line $ 81,989 44.9% $ 95,328 41.7% TrueScience product line 37,853 20.7% 48,712 21.3% LifeVantage product line 32,258 17.7% 61,327 26.9% Other 30,486 16.7% 23,163 10.1% Total $ 182,586 100.0% $ 228,530 100.0% Our revenue for the fiscal years ended June 30, 2026 and 2025 is largely attributed to three product lines, Protandim®, LifeVantage®, and TrueScience®. On a combined basis, these three product lines represent approximately 83.3% and 89.9% of our total net revenue for the fiscal years ended June 30, 2026 and 2025, respectively. We currently have additional products in development. Any delays or difficulties in introducing compelling products or attractive initiatives or tools into our markets may have a negative impact on our revenue and our ability to attract new independent consultants and customers. Accounts Because we primarily utilize a direct selling model for the distribution of a majority of our products, the success and growth of our business depends in large part on the effectiveness of our independent consultants to attract and retain customers to purchase our products, and our ability to attract new and retain existing independent consultants. Changes in our product sales are typically the result of variations in product sales volume relating to fluctuations in the number of active independent consultants and customers purchasing our products. The number of active independent consultants and customers is, therefore, used by management as a key non-financial measure. The following tables summarize the changes in our active accounts by geographic region. These numbers have been rounded to the nearest thousand as of the dates indicated. For purposes of this report, we define “Active Accounts” as only those independent consultants and customers who have purchased from us at any time during the most recent three-month period, either for personal use or for resale. As of June 30, Changefrom Prior Percent 2026 2025 Year Change Active Independent Consultants Americas 28,000 65.1% 34,000 66.7% (6,000) (17.6)% Asia/Pacific & Europe 15,000 34.9% 17,000 33.3% (2,000) (11.8)% Total Active Independent Consultants 43,000 100.0% 51,000 100.0% (8,000) (15.7)% Active Customers Americas 48,000 78.7% 66,000 81.5% (18,000) (27.3)% Asia/Pacific & Europe 13,000 21.3% 15,000 18.5% (2,000) (13.3)% Total Active Customers 61,000 100.0% 81,000 100.0% (20,000) (24.7)% Active Accounts Americas 76,000 73.1% 100,000 75.8% (24,000) (24.0)% Asia/Pacific & Europe 28,000 26.9% 32,000 24.2% (4,000) (12.5)% Total Active Accounts 104,000 100.0% 132,000 100.0% (28,000) (21.2)% Income Statement Presentation We report revenue in two geographic regions, and we translate revenue from each market’s local currency into U.S. Dollars using weighted-average exchange rates. Revenue consists primarily of product sales, fee revenue, and shipping and handling fees, net of applicable sales discounts. Revenue is recognized at the time of shipment, which is when the passage of title and risk of loss to customers occurs. Also reflected in revenue is a provision for product returns and allowances, which is estimated based on our historical experience. The following table sets forth net revenue information by region for the years ® ® ®
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58 indicated. The following table should be reviewed in connection with the tables presented under “Results of Operations” (in thousands): Year Ended June 30, 2026 2025 Americas $ 142,716 78.2% $ 185,723 81.3% Asia/Pacific & Europe 39,870 21.8% 42,807 18.7% Total $ 182,586 100.0% $ 228,530 100.0% Cost of sales primarily consists of costs of products purchased from and manufactured by third-party vendors, shipping and order fulfillment costs, costs of adjustments to inventory carrying value, and costs of marketing materials which we sell to our independent consultant sales force, as well as freight, duties and taxes associated with the import and export of our products. As our international revenue increases as a percentage of total revenue, cost of sales as a percentage of revenue likely will increase as a result of additional duties, freight, and other factors, such as changes in currency exchange rates. Commissions and incentives expenses are our most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to our independent consultants, special incentives and costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts we pay to our independent consultants related to their personal purchases. Commissions paid to independent consultants on personal purchases are considered a sales discount and are reported as a reduction to net revenue. Our sales compensation plan is an important factor in our ability to attract and retain our independent consultants. Under our sales compensation plan, independent consultants can earn commissions for product sales to their customers as well as the product sales made through the sales networks they have developed and trained. We do not pay commissions on marketing materials that are sold to our independent consultants. Commissions and incentives expenses, as a percentage of net revenue, may be impacted by the timing and magnitude of non-commissionable revenue derived from the sales of marketing materials, event tickets, and promotional items, investment in our red-carpet program, limited-time offers and the timing, magnitude and number of incentive trips and other promotional activities. From time to time, we make modifications and enhancements to our sales compensation plan in an effort to help motivate our sales force and develop leadership characteristics, which can have an impact on commissions and incentives expenses. In fiscal year 2023, we introduced our new compensation plan, called the Evolve Compensation Plan, in four markets – the United States, Japan, Australia, and New Zealand. In fiscal year 2024, we introduced the Evolve Compensation Plan to Canada, Mexico, and Europe. In fiscal year 2025, we introduced an optimized version of the Evolve Compensation Plan to the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe and introduced the Evolve Compensation Plan in other markets, including Taiwan, Hong Kong, and Singapore. In September 2025, we received the appropriate government approval in Thailand for the Evolve Compensation Plan and intend to roll it out to Thailand in fiscal year 2027. Selling, general and administrative expenses include wages and benefits, stock compensation expenses, marketing and event costs, professional fees, rents and utilities, depreciation and amortization, research and development, travel costs and other operating expenses. Wages and benefits and stock compensation expenses represent the largest component of selling, general and administrative expenses. Marketing and event costs include costs of consultant conventions and events held in various markets worldwide, which we expense in the period in which they are incurred. Sales to customers outside the United States are transacted in the respective local currencies and are translated to U.S. Dollars at weighted-average currency exchange rates for each monthly accounting period to which they relate. Consequently, our net sales and earnings are affected by changes in currency exchange rates. In general, sales and gross profit are affected positively by a weakening U.S. Dollar and negatively by a strengthening U.S. Dollar. Currency fluctuations, however, have the opposite effect on our commissions paid to independent consultants and selling, and general and administrative expenses. In our revenue discussions that follow, we approximate the impact of currency fluctuations on revenue by translating current year revenue at the average exchange rates in effect during the comparable prior year periods.
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59 Results of Operations For the fiscal years ended June 30, 2026 and 2025, we generated net revenue of $182.6 million and $228.5 million, respectively, recognized operating income of $6.1 million and $12.2 million, respectively, and recognized net income of $5.1 million and $9.8 million, respectively. The following table presents certain consolidated earnings data as a percentage of net revenue for the years indicated: Year Ended June 30, 2026 2025 Revenue, net 100.0% 100.0% Cost of sales 22.4 19.6 Gross profit 77.6 80.4 Operating expenses: Commissions and incentives 42.2 44.7 Selling, general and administrative 32.0 30.3 Total operating expenses 74.2 75.0 Operating income 3.4 5.4 Other income (expense): Interest income, net 0.0 0.2 Other expense, net (0.1) (0.2) Total other expense (0.1) 0 Income before income taxes 3.3 5.4 Income tax expense (0.5) (1.1) Net income 2.8% 4.3% Comparison of Fiscal Years Ended June 30, 2026 and 2025 Net Revenue. We generated net revenue of $182.6 million and $228.5 million during the fiscal years ended June 30, 2026 and 2025, respectively. During fiscal year 2026, revenue declined across our product categories and our total Active Accounts decreased by 21.2%. Total revenue from the MindBody GLP-1 System®, including the product when sold as part of a bundle, decreased to $22.5 million for the fiscal year ended June 30, 2026 compared to $40.8 million for the prior year. In addition, revenue from TrueScience® products decreased $10.9 million, revenue from Protandim® products decreased $13.3 million, and revenue from products within most of our other product lines also decreased year over year. These decreases were partially offset by $9.1 million increase in revenue from our P84 System, which was acquired as part of our acquisition of assets from LoveBiome. In fiscal year 2026, foreign currency fluctuations positively impacted our net revenue $0.2 million or 0.1%. Americas. The following table sets forth revenue for the fiscal years ended June 30, 2026 and 2025 for the Americas region (in thousands): Year Ended June 30, 2026 2025 % change United States $ 135,404 $ 178,442 (24.1)% Other 7,312 7,281 0.4% Americas Total $ 142,716 $ 185,723 (23.2)% Revenue in the Americas region for the fiscal year ended June 30, 2026 decreased $43.0 million, or 23.2%, compared to the prior year. Total Active Accounts decreased 24.0% in the region compared to the prior fiscal year which contributed to the decrease in revenue. The decrease in revenue and Active Accounts was due primarily to the decreased sales of our MindBody GLP-1 System®. Total revenue related to the sale of our MindBody GLP-1 System® in the Americas region for the fiscal year ended June 30, 2026 was $17.6 million compared to $38.2 million for the fiscal year ended June 30, 2025. Revenue in the Americas regions was also impacted by a decrease in revenue from TrueScience® Liquid Collagen, which decreased approximately $7.3 million for the fiscal year ended June 30, 2026 compared to fiscal year ended June 30, 2025. Offsetting the decreases in revenue in the Americas region were $8.0 million in sales of the P84 System and the positive impacts of foreign currency of $0.3 million.
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60 Asia/Pacific & Europe. The following table sets forth revenue for the fiscal years ended June 30, 2026 and 2025 for the Asia/Pacific and Europe region and its principal markets (in thousands): Year Ended June 30, 2026 2025 % change Japan $ 24,148 $ 25,394 (4.9)% Europe 5,434 4,213 29.0% Australia & New Zealand 5,233 6,494 (19.4)% Other Asia/Pacific 5,055 6,706 (24.6)% Asia/Pacific & Europe Total $ 39,870 $ 42,807 (6.9)% Revenue in the Asia/Pacific and Europe region for the fiscal year ended June 30, 2026 decreased $2.9 million, or 6.9%, compared to the prior year. Revenue in the region was negatively impacted approximately $0.1 million, or 0.2%, by foreign currency exchange rate fluctuations. Revenue in our Japan market decreased 4.9% year over year on a U.S. Dollar basis and decreased 1.7% on a constant currency basis. Total revenue related to the sale of our MindBody GLP-1 System® in Japan for the year ended June 30, 2026 was $2.1 million compared to $1.3 million for the year ended June 30, 2025. The increase in revenue related to our MindBody GLP-1 System® was offset by a decrease in sales of TrueScience® Liquid Collagen, which decreased by $0.7 million for the fiscal year ended June 30, 2026 compared to the prior year. During the fiscal year ended June 30, 2026, the Japanese Yen, on average, weakened against the U.S. Dollar, negatively impacting our revenue in this market by $0.8 million or 3.2%. Revenue in our Europe region increased $1.2 million, or 29.0%, year over year primarily due to the launch of the Iceland and Portugal markets during the fiscal year ended June 30, 2026. Revenue in the Europe region was positively impacted approximately $0.4 million or 8.6%, by foreign currency exchange rate fluctuations. Revenue in our Australia and New Zealand markets decreased $1.3 million, or 19.4%, during fiscal year 2026. The decrease in revenue in these markets primarily resulted from a 29.0% decrease in the number of Active Accounts. The decline in revenue in our other markets was driven by a decrease in revenue from the Philippines as we closed that market in June 2025. Revenue from our Philippines market was $1.4 million during fiscal year 2025. Cost of Sales. Cost of sales were $41.0 million for the fiscal year ended June 30, 2026, and $44.9 million for the fiscal year ended June 30, 2025, resulting in a gross margin of $141.6 million, or 77.6%, and $183.7 million, or 80.4%, respectively. The increase in cost of sales as a percentage of revenue is primarily due to increased inventory obsolescence costs, primarily from our MindBody GLP-1 System®, and a shift in product mix during the fiscal year ended June 30, 2026. Commissions and Incentives. Commissions and incentives expenses for the fiscal year ended June 30, 2026 were $77.1 million or 42.2% of revenue compared to $102.3 million or 44.7% of revenue for the fiscal year ended June 30, 2025. The decrease in commissions as a percentage of revenue compared to the prior fiscal year is primarily due changes in the sales mix between our independent consultants and customers and lower qualifications within existing promotional and incentive programs. Commissions and incentives expenses, as a percentage of revenue, may fluctuate in future periods based on the timing of incentive trips and events and the timing and magnitude of compensation, incentive, and promotional programs. Selling, General and Administrative. Selling, general and administrative expenses for the fiscal year ended June 30, 2026 were $58.4 million or 32.0% of revenue compared to $69.2 million or 30.3% of revenue for the fiscal year ended June 30, 2025. The increase in selling, general, and administrative expenses as a percentage of revenue during fiscal year 2026 primarily was due to an overall decrease in sales during the current fiscal year. The increase was partially offset by decreases in the variable portion of employee related compensation expenses. Primary factors that may cause our selling, general and administrative expenses to fluctuate in the future include changes in the number of employees, the timing and number of events we hold, marketing and branding initiatives and costs related to legal matters, if and as they arise. A fluctuation in our stock price may also impact our stock-based compensation expense relating to equity awards made in future years.
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61 Interest Income. Interest income, net, was $0.2 million and $0.4 million for the fiscal years ended June 30, 2026 and 2025, respectively. Other Expense, Net. We recognized other expense, net, for the fiscal year ended June 30, 2026 of $0.2 million as compared to $0.4 million for the fiscal year ended June 30, 2025. Other expense, net, primarily consists of the impact of foreign currency fluctuations recognized during the fiscal year. Income Tax Expense. Our income tax expense for the fiscal year ended June 30, 2026 was $1.0 million as compared to $2.4 million for the fiscal year ended June 30, 2025. The effective tax rate was 16.4% of pre-tax income for the fiscal year ended June 30, 2026, compared to 19.9% for the fiscal year ended June 30, 2025. The decrease in the effective tax rate for fiscal year 2026 compared to the prior year is mainly due to the impact of permanent items in relation to pre-tax income. Our provision for income taxes for the fiscal year ended June 30, 2026 consisted primarily of federal, state, and foreign tax on anticipated fiscal year 2026 income which was partially offset by tax benefits. We expect our effective rate to fluctuate in future periods based on the impact of permanent items in relation to pre-tax income. Net Income. As a result of the foregoing factors, net income for the fiscal year ended June 30, 2026 decreased to $5.1 million compared to $9.8 million for the fiscal year ended June 30, 2025. Comparison of Fiscal Years Ended June 30, 2025 and 2024 For a discussion of our results of operations for the fiscal year 2025 compared with fiscal year 2024, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended June 30, 2025, as filed with the SEC on September 4, 2025. Liquidity and Capital Resources We continually assess our capital allocation strategy to maximize stockholder value. Our current capital allocation strategy follows a balanced approach focused on supporting and re-investing in the business, as well as returning stockholder value through quarterly dividends and opportunistic share repurchases, where appropriate. Liquidity Our primary liquidity and capital resource requirements are to service our debt, which includes any outstanding balances under the 2024 Credit Facility, and finance the cost of our planned operating expenses and working capital (principally inventory purchases), as well as capital expenditures. We have generally relied on cash flow from operations to fund operating activities and we have, at times, incurred long-term debt in order to fund stock repurchases and strategic transactions. At June 30, 2026, our cash and cash equivalents were $14.9 million. This represented a decrease of $5.3 million from the $20.2 million in cash and cash equivalents as of June 30, 2025. During the fiscal year ended June 30, 2026, our net cash provided by operating activities was $10.2 million as compared to $11.9 million during the fiscal year ended June 30, 2025. The decrease in cash provided by operating activities during the fiscal year ended June 30, 2026 primarily was due to a decrease in net income and payment of employee related incentive compensation and incentive trip expenses, previously accrued at June 30, 2025. These decreases were offset by changes in inventory and deposits on future events. During the fiscal year ended June 30, 2026, our net cash used in investing activities was $7.3 million, as a result of the acquisition of the critical assets of LoveBiome in October 2025 and purchase of fixed assets, primarily from investing in a new e-commerce platform. During the fiscal year ended June 30, 2025, our net cash used in investing activities was $1.4 million, which was attributable to purchases of fixed assets, primarily from investing in changes to our Evolve Compensation Plan and Rewards Circle loyalty program through software, website, and mobile application development. Cash used in financing activities during the fiscal year ended June 30, 2026 was $7.8 million, as a result of the repurchase of company stock, payment of quarterly cash dividends, and payment of tax withholding related to shares canceled upon
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62 vesting of employee equity awards, partially offset by proceeds from purchases of company stock under our employee stock purchase plan. Cash used in financing activities during the fiscal year ended June 30, 2025 was $7.6 million, as a result of the repurchase of company stock, payment of quarterly cash dividends, and payment of tax withholding related to shares canceled upon vesting of employee equity awards, partially offset by proceeds from purchases of company stock under our employee stock purchase plan. At June 30, 2026 and 2025, the total amount of our foreign subsidiary cash was $6.4 million and $6.4 million, respectively. Under current U.S. tax law, in the future, if needed, we expect to be able to repatriate cash from foreign subsidiaries without paying additional U.S. taxes. At June 30, 2026, we had working capital (current assets minus current liabilities) of $18.1 million compared to working capital of $23.7 million at June 30, 2025. The decrease in working capital primarily was due to decreases in cash, inventory, and prepaid expenses and increases in accounts payable, partially offset by decreases in commissions payable and other accrued expenses. We believe that our cash and cash equivalents balances and our ongoing cash flow from operations will be sufficient to satisfy our cash requirements for at least the next 12 months. The majority of our historical expenses have been variable in nature and as such, a potential reduction in the level of revenue would reduce our cash flow. In the event that our current cash balances and future cash flow from operations are not sufficient to meet our obligations or strategic needs, we would consider raising additional funds, which may not be available on terms that are acceptable to us, or at all. Our 2024 Credit Facility, however, contains covenants that in certain circumstances restrict our ability to incur additional indebtedness, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, or transfer any part of the business. Additionally, our 2024 Credit Facility provides for a line of credit in an aggregate principal amount up to $5.0 million. We would also consider realigning our strategic plans including a reduction in capital spending and expenses. Capital Resources Shelf Registration Statement On March 10, 2026, we filed a shelf registration statement on Form S-3 (the “2026 Shelf Registration”) with the SEC that was declared effective on March 20, 2026, which permits us to offer up to $75 million of common stock, preferred stock, debt securities and warrants in one or more offerings and in any combination, including in units from time to time. Our 2026 Shelf Registration is intended to provide us with additional flexibility to access capital markets for general corporate purposes, which may include, among other purposes, working capital, capital expenditures, other corporate expenses and acquisitions of assets, licenses, products, technologies, or businesses. 2024 Credit Facility On April 12, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with Bank of America, N.A., as Lender (the “Lender”). In connection with the Loan Agreement and on the same date, we, Lifeline Nutraceuticals Corporation, as Guarantor (the “Guarantor”), and the Lender also entered into a Continuing and Unconditional Guaranty (the “Continuing and Unconditional Guaranty”) and a Security and Pledge Agreement (the “Security and Pledge Agreement”). The Loan Agreement provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million (the “Line of Credit”) and collectively with the Loan Agreement, the Continuing and Unconditional Guaranty and the Security and Pledge Agreement, the “2024 Credit Facility”). On September 22, 2025, we entered into an amendment to the Loan Agreement, which amended the 2024 Credit Facility (“Amendment No. 1”) to allow the proceeds from the credit facility to be also used for permitted acquisitions. On September 22, 2025, we also entered into a collateral assignment of, and grant of security interest in, the LoveBiome assets purchased by us. In the event we borrow under the Line of Credit, interest will be payable commencing on the last day of each month following such borrowing until payment in full of all principal outstanding under the Line of Credit, with all unpaid principal and interest due on April 12, 2027 (the “Expiration Date”). The Line of Credit will bear interest at a rate per year equal to the sum of (i) the greater of the Term Secured Overnight Financing Rate Daily Floating Rate (as defined in the Loan Agreement) or 0.00%, plus (ii) 2.00%. Amounts under the Line of Credit may be repaid and re-borrowed from time to time until the Expiration Date.
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63 Our obligations under the Loan Agreement are secured by a security interest in substantially all of the assets of the Company and the Guarantor, as further provided for in the Security and Pledge Agreement. Pursuant to the Continuing and Unconditional Guaranty, the Guarantor guarantees and promises to pay promptly to the Lender all indebtedness of the Company when due. The Loan Agreement contains customary covenants, including affirmative and negative covenants that in certain circumstances restrict our ability to incur additional indebtedness, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, or transfer any part of the business or any assets of the Company or the Guarantor. The Loan Agreement requires us to maintain specified financial ratios and satisfy certain financial condition tests. The Loan Agreement contains certain customary events of default, including, among other things, our failure to make required payments under the Loan Agreement, certain breaches of representations made by us or the Guarantor, insolvency or bankruptcy of the Company or the Guarantor, failure to have an enforceable first lien or security interest in any property given as security for the Loan Agreement, or our failure to comply with covenants set forth in the Loan Agreement. If an event of default occurs under the Loan Agreement, the obligation of the Lender to make any additional credit available to us may be terminated and the amounts outstanding may become immediately due and payable in the discretion of the Lender, provided that in the event of insolvency or bankruptcy of the Company or the Guarantor, all debts outstanding under the Loan Agreement will automatically become due and payable. Upon the occurrence of any default or after maturity, all amounts outstanding under the Loan Agreement will at the option of the Lender bear interest at a rate which is 2.00% higher than the rate of interest otherwise provided under the Loan Agreement. As of June 30, 2026, there was no outstanding balance under the 2024 Credit Facility. Commitments and Obligations Please refer to Note 16 to the consolidated financial statements contained in this report for information regarding our contingent liabilities. Critical Accounting Policies and Estimates We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could differ from these estimates. Our significant accounting policies are described in Note 2 to our consolidated financial statements. Certain of these significant accounting policies require us to make difficult, subjective, or complex judgments or estimates. We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. Management has discussed the development and selection of these critical accounting estimates with our board, and the audit committee has reviewed the disclosures noted below. Stock-Based Compensation We use the fair value approach to account for stock-based compensation in accordance with current accounting guidance. We recognize compensation costs for awards with performance conditions when we conclude it is probable that the performance conditions will be achieved. We reassess the probability of vesting at each balance sheet date and adjust compensation costs based on our probability assessment. For awards with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by the employees, regardless of when, if ever, the market-based performance conditions are satisfied.
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64 Historically, our estimates and underlying assumptions have not materially deviated from our actual reported results and rates. However, we base assumptions we use on our best estimates, which involves inherent uncertainties based on market conditions that are outside of our control. If actual results are not consistent with the assumptions we use, the stock-based compensation expense reported in our consolidated financial statements may not be representative of the actual economic cost of stock-based compensation. For example, if actual employee forfeitures significantly differ from our estimated forfeitures, we may be required to adjust our consolidated financial statements in future periods. Income Taxes The provision for income taxes includes income from U.S. and foreign subsidiaries taxed at statutory rates, the accrual or release of amounts for tax uncertainties, and U.S. tax impacts of foreign income in the U.S. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities on the financial statements and their respective tax bases. Deferred tax assets also are recognized for net operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates applicable to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An assessment is made as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to future operating results, as well as an evaluation of the effectiveness of our tax planning strategies. These estimates are made on an ongoing basis based upon our business plans and growth strategies in each market and consequently, future material changes in the valuation allowance are possible. The valuation allowance reduces the deferred tax assets to an amount that management determined is more-likely-than-not to be realized. We operate in and file income tax returns in the U.S. and numerous foreign jurisdictions with complex tax laws and regulations, which are subject to examination by tax authorities. The complexity of our global structure requires specialized knowledge and judgment in determining the application of tax laws in various jurisdictions. Years open to examination contain matters that could be subject to differing interpretations of applicable tax laws and regulations related to the amount and/or timing of income, deductions, and tax credits. We account for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. This guidance prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Interest and penalties related to tax contingency or settlement items are recorded as a component of the provision for income taxes in our Consolidated Statements of Operations and Comprehensive Income. We record accruals for tax contingencies as a component of accrued liabilities or other long-term liabilities on our Consolidated Balance Sheet. Recently Issued Accounting Standards Refer to “Item 8. Financial Statements and Supplementary Data” and Note 2 to our consolidated financial statements included in Part IV, Item 15 of this report for discussion regarding the impact of accounting standards that were recently issued but not yet effective, on our consolidated financial statements.
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65 ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this Item 8 is set forth in the consolidated financial statements included in Part IV, Item 15 of this report and is incorporated into this Item 8 by reference. ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A — CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that the information required to be disclosed in the reports we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (b) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of June 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness and design and operation of such disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were designed and operating effectively as of June 30, 2026. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of our consolidated and combined financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, we used the framework included in Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission 2013 (COSO). Based on that evaluation, our management has concluded that internal control over financial reporting was effective as of June 30, 2026. Auditor’s Attestation Report on Internal Control Over Financial Reporting Deloitte & Touche LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in this annual report on Form 10-K and has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting as of June 30, 2026. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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66 Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, cannot provide absolute assurance that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. ITEM 9B — OTHER INFORMATION During the quarter ended June 30, 2026, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption or termination of a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, each as defined in Regulation S-K Item 408. On August 24, 2026, Cynthia Latham, a member of the Company’s Board of Directors, informed the Board that she has decided not to stand for re-election as a director at the Company’s fiscal 2027 annual meeting of stockholders (the “Fiscal 2027 Annual Meeting”), expected to be held on or about November 5, 2026, and to retire from the Board of Directors and any committees thereof effective when her term expires at the Fiscal 2027 Annual Meeting. Ms. Latham’s decision not to stand for re-election was due to family circumstances that require her attention and not the result of any disagreements with the Company on matters related to its operations, policies or practices. ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None.
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67 PART III Certain information required by Part III of this report is omitted from this report pursuant to General Instruction G(3) of Form 10-K because we will file a definitive proxy statement pursuant to Regulation 14A for our fiscal year 2027 annual meeting of stockholders (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this report, and the information included in the Proxy Statement that is required by Part III of this report is incorporated herein by reference. ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Incorporated herein by reference to the information to be set forth in the Proxy Statement. ITEM 11 — EXECUTIVE COMPENSATION Incorporated herein by reference to the information to be set forth in the Proxy Statement. ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Incorporated herein by reference to the information to be set forth in the Proxy Statement. ITEM 13 — CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE Incorporated herein by reference to the information to be set forth in the Proxy Statement. ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICES Incorporated herein by reference to the information to be set forth in the Proxy Statement.
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68 PART IV ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following documents are being filed as part of this report: Financial Statements (a)(1) Financial Statements. The following consolidated financial statements of LifeVantage Corporation and Report of Independent Registered Public Accounting Firm are included in a separate section of this Annual Report on Form 10-K. (a)(2) All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, or because the required information is included in the financial statements or notes thereto, and therefore have been omitted. Exhibits (a)(3) The following exhibits are filed as part of, or incorporated by reference into, the Annual Report on Form 10-K. ExhibitNo. Document Description Filed Herewith or Incorporated by Reference From 3.1 Certificate of Incorporation Exhibit 3.1 to Form 8-K filed with the SEC on March 13, 2018. 3.2 Amended and Restated Bylaws Exhibit 3.1 to Form 8-K filed with the SEC on August 15, 2019. 3.3 Certificate of Designation of Series A Junior Participating Preferred Stock of the Company Exhibit 3.1 to Form 8-K filed with the SEC on August 31, 2023. 3.4 Certificate of Elimination of Series A Junior Participating Preferred Stock of Registrant, filed November 18, 2024 Exhibit 3.1 to Form 8-K filed with the SEC on November 19, 2024. 4.1 Form of Common Stock Certificate Exhibit 4.1 to Form 8-K filed with the SEC on March 13, 2018. 4.2 Description of Capital Stock Exhibit 4.2 to Form 10-K filed with the SEC on August 23, 2022. 4.3 Rights Agreement, dated as of August 30, 2023, by and between the Company and Computershare Trust Company, N.A., as Rights Agent Exhibit 4.1 to Form 8-K filed with the SEC on August 31, 2023 10.1 Cooperation Agreement, dated February 14, 2024, by and among the Company, the entities and persons listed on Exhibit A thereto, and the entities and persons listed on Exhibit B thereto Exhibit 10.1 to Form 8-K filed with the SEC on February 15, 2024. 10.2# LifeVantage Sales Compensation Plan Exhibit 10.1 to Form 10-K filed with the SEC on August 23, 2022. 10.2.1# LifeVantage Corporation 2017 Long-Term Incentive Plan, as amended Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on September 20, 2024. 10.2.2# LifeVantage Corporation 2019 Employee Stock Purchase Plan, as amended Annex B to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on September 20, 2024.
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69 ExhibitNo. Document Description Filed Herewith or Incorporated by Reference From 10.2.3# Evolve Compensation Plan (United States), as amended on November 1, 2024 Exhibit 10.3 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.4# Evolve Compensation Plan (Australia), as amended on November 1, 2024 Exhibit 10.4 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.5# Evolve Compensation Plan (New Zealand), as amended on November 1, 2024 Exhibit 10.5 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.6# Evolve Compensation Plan (Japan), as amended on November 1, 2024 Exhibit 10.6 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.7# Evolve Compensation Plan (Canada), as amended on November 1, 2024 Exhibit 10.7 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.8# Evolve Compensation Plan (Mexico), as amended on November 1, 2024 Exhibit 10.8 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.9# Evolve Compensation Plan (UK), as amended on November 1, 2024 Exhibit 10.9 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.10# Evolve Compensation Plan (EU), as amended on November 1, 2024 Exhibit 10.10 to Form 10-Q filed for the fiscal quarter ended December 31, 2024 filed with the SEC on February 5, 2025. 10.2.11# Evolve Compensation Plan (Taiwan) Exhibit 10.11 to Form 10-Q filed for the fiscal quarter ended March 31, 2025 filed with the SEC on May 6, 2025. 10.2.12# Evolve Compensation Plan (Hong Kong) Exhibit 10.11 to Form 10-Q filed for the fiscal quarter ended March 31, 2025 filed with the SEC on May 6, 2025. 10.2.13# Evolve Compensation Plan (Singapore) Exhibit 10.11 to Form 10-Q filed for the fiscal quarter ended March 31, 2025 filed with the SEC on May 6, 2025. 10.3# Form of Restricted Stock Grant Agreement for the 2017 Long-Term Incentive Plan Exhibit 99.2 to the Registration Statement on Form S-8 filed with the SEC on March 27, 2017. 10.4# Form of Stock Unit Agreement for the 2017 Long-Term Incentive Plan Exhibit 99.3 to the Registration Statement on Form S-8 filed with the SEC on March 27, 2017. 10.5# LifeVantage Corporation 2019 Employee Stock Purchase Plan, as amended Annex B to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on September 20, 2024. 10.6 Form of Indemnification Agreement Exhibit to 99.1 to Form 8-K filed with the SEC on March 13, 2018.
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70 ExhibitNo. Document Description Filed Herewith or Incorporated by Reference From 10.7# Form of Key Executive Benefits Agreement Exhibit 10.09# to Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on August 28, 2024. 10.8 Loan Agreement, dated April 12, 2024, by and between the Company and Bank of America, N.A. Exhibit 10.1 to Form 8-K filed with the SEC on April 16, 2024. 10.9 Continuing and Unconditional Guaranty, dated April 12, 2024, by and among the Company, as Borrower, Lifeline Nutraceuticals Corporation, as Guarantor, and Bank of America, N.A. Exhibit 10.2 to Form 8-K filed with the SEC on April 16, 2024. 10.10 Security and Pledge Agreement, dated April 12, 2024, by and among the Company, as Borrower, Lifeline Nutraceuticals Corporation, as Guarantor, and Bank of America, N.A. Exhibit 10.3 to Form 8-K filed with the SEC on April 16, 2024. 10.11 Amendment No. 1 to Loan Agreement, dated September 22, 2025, by and between the Company and Bank of America, N.A Filed herewith. 10.12 Lease Agreement, dated November 14, 2019, by and between Traverse Ridge Center III and the Company Exhibit 10.1 to Form 10-Q filed for the fiscal quarter ended December 31, 2019 with the SEC on January 28, 2020. 10.13 Lease Agreement, dated May 26, 2023, by and between Sumitomo Mitsui Trust Bank, Limited and LifeVantage Japan in US/English Format Exhibit 10.1 to Form 10-Q filed for the fiscal quarter ended September 30, 2023 filed with the SEC on November 9, 2023. 10.14* Commercial Supply Agreement, dated January 31, 2014, by and between the Company and Deseret Laboratories, Inc. Exhibit 10.1 to Form 10-Q for the fiscal quarter ended March 31, 2014 filed with the SEC on May 6, 2014. 10.15* Service Agreement, dated June 1, 2014, by and between IntegraCore, LLC and the Company Exhibit 10.29 to Form 10-K for the fiscal year ended June 30, 2014 filed with the SEC on September 10, 2014. 10.16* Commercial Supply Agreement, dated May 30, 2014, by and between the Company and Wasatch Product Development Exhibit 10.30 to Form 10-K for the fiscal year ended June 30, 2014 filed with the SEC on September 10, 2014. 10.17 ** Key Executive Benefits Agreement, dated April 15, 2026, by and between the Company and Terrence Moorehead Filed herewith. 10.18 Independent Contractor Consultant Agreement, dated April 15, 2026, by and between the Company and Michael Beindorff Exhibit 10.1 to Form 8-K filed with the SEC on April 16, 2026 10.19 Transition Agreement and General Release, dated April 15, 2026, by and between the Company and Steven Fife Exhibit 10.2 to Form 8-K filed with the SEC on April 16, 2026 # # #
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71 ExhibitNo. Document Description Filed Herewith or Incorporated by Reference From 19.1 Insider Trading Policy, amended and restated on October 30, 2025 Filed herewith. 21.1 List of Subsidiaries Filed herewith. 23.1 Consent of Deloitte & Touche, LLP Filed herewith. 24.1 Power of Attorney Signature page to this report. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32.1*** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 32.2*** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 97.1 Company Policy for the Recovery of Erroneously Awarded Compensation (Clawback Policy) Exhibit 97.1 to Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on August 28, 2024. 101 The following financial information from the registrant’s Annual Report on Form 10-K for the year ended June 30, 2026 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Other Comprehensive Income; (iii) Consolidated Statement of Stockholders’ Deficit; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Filed herewith. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith. # Management contract or compensatory plan. * The company has been granted confidential treatment for portions of this agreement. Accordingly, certain portions of this agreement have been omitted in the version filed with this report and such confidential portions have been filed with the SEC. ** Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the Registrant treats as private or confidential. *** This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIFEVANTAGE CORPORATION By: /s/ Terrence Moorehead Terrence Moorehead President and Chief Executive Officer Date: August 27, 2026 By: /s/ Carl A. Aure Carl A. Aure Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: August 27, 2026 Each person whose individual signature appears below hereby constitutes and appoints Steven R. Fife with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Date Title /s/ Terrence Moorehead August 27, 2026 President and Chief Executive Officer (Principal Executive Officer)Terrence Moorehead /s/ Raymond B. Greer August 27, 2026 Chairman of the Board Raymond B. Greer /s/ Rajendran Anbalagan August 27, 2026 Director Rajendran Anbalagan /s/ Michael A. Beindorff August 27, 2026 Director Michael A. Beindorff /s/ Dayton Judd August 27, 2026 Director Dayton Judd /s/ Cynthia Latham August 27, 2026 Director Cynthia Latham /s/ Darwin K. Lewis August 27, 2026 Director Darwin K. Lewis
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73 LIFEVANTAGE CORPORATION Index to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (Deloitte & Touche, LLP, Salt Lake City, UT, Auditor Firm ID: 34 74 Consolidated Financial Statements: Consolidated Balance Sheets 76 Consolidated Statements of Operations and Comprehensive Income 77 Consolidated Statements of Stockholders’ Equity 78 Consolidated Statements of Cash Flows 79 Notes to Consolidated Financial Statements 80
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74 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of LifeVantage Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of LifeVantage Corporation and subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows, for each of the two years in the period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). We have also audited the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying financial statements. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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75 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Income Tax Expense-US Jurisdiction – Refer to Notes 2 and 12 to the financial statements Critical Audit Matter Description The Company operates and is subject to income taxes in the United States (“U.S.”) and numerous foreign jurisdictions with complex tax laws and regulations. The complexity of the Company’s global structure requires specialized knowledge, skills and judgment in determining the application of tax laws in various jurisdictions. We identified income tax expense for the U.S. jurisdiction as a critical audit matter because of the complexity the application of tax laws in the U.S. jurisdiction. This required an increased extent of effort, including the need to involve our income tax specialists to evaluate the Company’s U.S income tax expense, especially the interpretation and application of tax laws in the U.S. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the calculation of U.S income tax expense, including the interpretation and application of tax laws in the U.S. included the following: • Tested the effectiveness of controls over the calculation of the income tax expense, including management’s controls over the application of tax laws in the U.S. • Obtained an understanding of the Company’s overall legal entity structure by reading and evaluating the Company’s organizational charts and associated documentation, including legal documents. • Evaluated the Company's U.S. income tax expense calculation, including: (1) testing the appropriateness of income tax rates applied by agreeing to applicable Federal and state tax laws, (2) testing the accuracy of income allocations and apportionment among the Federal and state taxing jurisdictions based on the Company's structure, (3) testing, on a sample basis, the completeness and accuracy of book to tax differences, and (4) testing the mathematical accuracy of the income tax expense calculation. • With the assistance of our income tax specialists, we evaluated management's application of relevant tax laws to its legal entity structure and the effect on the Company's U.S. income tax expense, including the Company's calculations of current period income tax expense, by examining and evaluating management's income tax calculations and assessing the Company's compliance with tax laws. • With the assistance of our income tax specialists, we evaluated management’s consideration of tax requirements in the U.S. tax jurisdiction in which the Company operates. /s/Deloitte & Touche LLP Salt Lake City, Utah August 27, 2026 We have served as the Company's auditor since 2023.
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76 PART I. Financial Information Item 1. Financial Statements LIFEVANTAGE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 2026 June 30, 2025 (In thousands, except per share data) ASSETS Current assets Cash and cash equivalents $ 14,920 $ 20,201 Accounts receivable 2,990 3,294 Income tax receivable 1,386 635 Inventory, net 16,167 20,669 Prepaid expenses and other 2,834 6,095 Total current assets 38,297 50,894 Property and equipment, net 7,310 6,207 Right-of-use assets 6,715 8,041 Intangible assets, net 3,058 245 Goodwill 465 — Deferred income tax asset 5,629 5,970 Other long-term assets 637 601 TOTAL ASSETS $ 62,111 $ 71,958 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 5,156 $ 4,600 Commissions payable 5,724 7,237 Lease liabilities 1,935 1,867 Other accrued expenses 7,412 13,513 Total current liabilities 20,227 27,217 Long-term lease liabilities 7,933 9,811 Other long-term liabilities 362 289 Total liabilities 28,522 37,317 Commitments and contingencies - Note 16 Stockholders’ equity Preferred stock — par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding — — Common stock — par value $0.0001 per share, 40,000 shares authorized and 12,518 and 12,429 issued and outstanding as of June 30, 2026 and June 30, 2025, respectively 1 1 Additional paid-in capital 138,924 139,962 Accumulated deficit (103,462) (104,147) Accumulated other comprehensive loss (1,874) (1,175) Total stockholders’ equity 33,589 34,641 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 62,111 $ 71,958 The accompanying notes are an integral part of these consolidated financial statements.
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77 LIFEVANTAGE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Year ended June 30, 2026 2025 (In thousands, except per share data) Revenue, net $ 182,586 $ 228,530 Cost of sales 40,973 44,864 Gross profit 141,613 183,666 Operating expenses: Commissions and incentives 77,094 102,260 Selling, general and administrative 58,419 69,207 Total operating expenses 135,513 171,467 Operating income 6,100 12,199 Other income (expense): Interest income, net 164 431 Other expense, net (198) (387) Total other income (expense) (34) 44 Income before income taxes 6,066 12,243 Income tax expense (994) (2,438) Net income $ 5,072 $ 9,805 Net income per share: Basic $ 0.40 $ 0.80 Diluted $ 0.40 $ 0.75 Weighted-average shares outstanding: Basic 12,534 12,251 Diluted 12,702 12,987 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment $ (699) $ 741 Other comprehensive income (loss), net of tax (699) 741 Comprehensive income $ 4,373 $ 10,546 The accompanying notes are an integral part of these consolidated financial statements.
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78 LIFEVANTAGE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY For the years ended June 30, 2026 and 2025 Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Shares Amount Capital Deficit Income (Loss) Total (In thousands) Balances, June 30, 2024 12,510 $ 1 $ 136,644 $ (108,738) $ (1,916) $ 25,991 Stock-based compensation — — 5,702 — — 5,702 Common stock issued under equity award plans 376 — — — — — Shares canceled or surrendered as payment of tax withholding and other (202) — (2,664) — — (2,664) Repurchase of company stock (299) — — (3,147) — (3,147) Common stock issued under employee stock purchase plan 44 — 280 — — 280 Cash dividends — — — (2,067) — (2,067) Currency translation adjustment — — — — 741 741 Net income — — — 9,805 — 9,805 Balances, June 30, 2025 12,429 $ 1 $ 139,962 $ (104,147) $ (1,175) $ 34,641 Stock-based compensation — — 2,346 — — 2,346 Common stock issued under equity award plans 703 — — — — — Shares canceled or surrendered as payment of tax withholding and other (300) — (3,616) — — (3,616) Forfeited restricted stock awards (13) — — — — — Repurchase of company stock (336) — — (2,043) — (2,043) Common stock issued under employee stock purchase plan 35 — 232 — — 232 Cash dividends — — — (2,344) — (2,344) Currency translation adjustment — — — — (699) (699) Net income — — — 5,072 — 5,072 Balances, June 30, 2026 12,518 $ 1 $ 138,924 $ (103,462) $ (1,874) $ 33,589 The accompanying notes are an integral part of these consolidated financial statements.
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79 LIFEVANTAGE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended June 30, 2026 2025 (In thousands) Cash Flows from Operating Activities: Net income $ 5,072 $ 9,805 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 2,773 3,156 Stock-based compensation 2,346 5,702 Non-cash operating lease expense 1,389 1,440 Loss (gain) on disposal of assets 7 (4) Amortization of debt discount 39 32 Allowance for inventory obsolescence 2,721 — Change in fair value of earnout consideration (400) — Deferred income tax 400 (1,703) Changes in operating assets and liabilities: Accounts receivable 200 (242) Income tax receivable (751) (322) Inventory, net 2,019 (5,216) Prepaid expenses and other 3,225 (3,603) Other long-term assets (85) 72 Accounts payable 588 (1,295) Income tax payable 146 (201) Other accrued expenses (7,278) 6,037 Lease liabilities (1,868) (1,843) Other liabilities (302) 63 Net Cash Provided by Operating Activities 10,241 11,878 Cash Flows from Investing Activities: Proceeds from sale of property and equipment — 4 Cash paid for business combination (3,743) — Purchase of property and equipment (3,571) (1,371) Net Cash Used in Investing Activities (7,314) (1,367) Cash Flows from Financing Activities: Proceeds from revolving credit facility 2,500 — Principal payments of revolving credit facility (2,500) — Payment of deferred financing fees (12) — Repurchase of company stock (2,043) (3,147) Payment of cash dividends (2,344) (2,067) Shares canceled or surrendered as payment of tax withholding and other (3,616) (2,664) Proceeds from common stock issued under employee stock purchase plan 232 280 Net Cash Used in Financing Activities (7,783) (7,598) Foreign Currency Effect on Cash (425) 402 Increase (Decrease) in Cash and Cash Equivalents: (5,281) 3,315 Cash and Cash Equivalents — beginning of period 20,201 16,886 Cash and Cash Equivalents — end of period $ 14,920 $ 20,201 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 11 $ 2 Cash paid for income taxes $ 995 $ 4,918 The accompanying notes are an integral part of these consolidated financial statements.
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80 LIFEVANTAGE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — The Company LifeVantage Corporation (the “Company” or “we” or “our” or “us”) is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. The Company is dedicated to helping people achieve their health, wellness and financial goals. The Company provides quality, scientifically-validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to its independent consultants. LifeVantage sells its products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland, and Portugal. The Company closed its market in the Philippines in June 2025 and closed its markets in Hong Kong and Singapore in May 2026. The Company also sells its products in a number of countries to consumers for personal consumption only. The Company engages in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, weight management products, gut health products, skin and hair care products and nootropics. The Company’s line of scientifically validated dietary supplements includes its flagship Protandim® family of products, its LifeVantage® line of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, Daily Wellness, Fat Burn, Prebiotic, and Carb Block dietary supplements. TrueScience® is the Company’s line of skin and hair care products and Liquid Collagen. The Company also markets and sells Petandim®, its companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, its nootropic and energy/hydration drink mixes; and the P84 System, which was acquired from LoveBiome in connection with the Company's October 2025 acquisition. The Company was incorporated in Colorado in June 1988 under the name Andraplex Corporation. The Company changed its corporate name to Yaak River Resources, Inc. in January 1992, and subsequently changed it again in October 2004 to Lifeline Therapeutics, Inc. In October 2004 and March 2005, the Company acquired all of the outstanding common stock of Lifeline Nutraceuticals Corporation. In November 2006, the Company changed its name to LifeVantage Corporation. In March 2018, the Company reincorporated from the state of Colorado to the state of Delaware. All outstanding shares of common stock, options and share units of the Colorado corporation were converted into an equivalent share, option or share unit of the Delaware corporation and the par value of the Company’s common stock was adjusted to $0.0001. Note 2 — Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The Company prepares the consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing these statements, the Company is required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, the Company reviews its estimates, including, but not limited to, those related to inventory valuation and obsolescence, sales returns, income taxes and tax valuation reserves, transfer pricing methodology and positions, impairment of assets, stock-based compensation, and loss contingencies.
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81 Foreign Currency Translation A portion of the Company’s business operations occurs outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income. Fair Value of Financial Instruments The Company accounts for assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. • Level 1—Quoted prices for identical instruments in active markets; • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our financial instruments, consisting primarily of cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value due to their short-term nature. Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less as cash equivalents. Concentration of Credit Risk Accounting guidance for financial instruments requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash and investments. At June 30, 2026, the Company had $12.4 million in cash accounts at one financial institution and $2.5 million in accounts at other financial institutions. At June 30, 2025, the Company had $17.0 million in cash accounts at one financial institution and $3.2 million in accounts at other financial institutions. As of June 30, 2026 and 2025 and during the periods then ended, the Company’s cash balances exceeded federally insured limits. Accounts Receivable The Company’s accounts receivable for the fiscal years ended June 30, 2026 and 2025 consist primarily of credit card receivables. Based on the Company’s verification process for customer credit cards and historical information available, management has determined that an allowance for doubtful accounts on credit card sales related to its customer sales as of June 30, 2026 and 2025 is not necessary. There was no bad debt expense for the fiscal years ended June 30, 2026 and 2025. Inventory
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82 Inventories are carried at the lower of cost or net realizable value, using the first-in, first-out method. To estimate any necessary adjustments, various assumptions are made regarding excess or slow-moving inventories, expiration dates, current and future product demand, and market conditions. If future demand and market conditions are less favorable than the Company's assumptions, additional inventory adjustments could be required. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the following useful lives: Years Equipment 3 - 5 Furniture and fixtures 5 Vehicles 5 Leasehold improvements are depreciated over the shorter of estimated useful life of the related asset or the lease term. The cost of normal maintenance and repairs is charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations and comprehensive income in other expense, net. Significant expenditures that increase the useful life of an asset are capitalized and depreciated over the estimated useful life of the asset. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Goodwill and Intangible Assets Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill and indefinite-lived intangible assets are not amortized; however, they are tested at least annually for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. Finite-lived intangible assets are stated at cost less accumulated amortization. Finite-lived intangible assets are amortized over their related useful lives, using a straight-line method, consistent with the underlying expected future cash flows related to the specific intangible asset. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Indefinite-lived intangible assets are not amortized; however, they are tested at least annually for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Annual impairment tests on intangible assets were completed for the fiscal years ended June 30, 2026 and 2025, resulting in no impairment charges. Impairment of Long-Lived Assets Pursuant to guidance established for impairment or disposal of assets, the Company assesses impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. When an assessment for impairment of long-lived assets, long-lived assets to be disposed of, and certain identifiable intangibles related to those assets is performed, the Company is required to compare the net carrying value of long-lived assets on the lowest level at which cash flows can be determined on a consistent basis to the related estimates of future undiscounted net cash flows for such assets. If the net carrying value exceeds the net cash flows, then an impairment is recognized to reduce the carrying value to the estimated fair value, generally equal to the future discounted net cash flow. For the fiscal years ended June 30, 2026 and 2025, management has concluded that there are no indications of impairment. Shipping and Handling Shipping and handling costs associated with inbound freight and freight out to customers and independent consultants are included in cost of sales. Shipping and handling fees charged to customers and independent consultants are included in revenue.
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83 Commissions and Incentives Commissions and incentives expenses are the Company’s most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to the Company’s independent consultants, special incentives, costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts the Company pays to its independent consultants for personal purchases. Commissions paid to independent consultants on personal purchases are considered a sales discount and are reported as a reduction to net revenue. Research and Development Costs The Company expenses all costs related to research and development activities, as incurred. Research and development expenses for the fiscal years ended June 30, 2026 and 2025 were $1.0 million and $1.4 million, respectively. Stock-Based Compensation The Company recognizes stock-based compensation by measuring the cost of services to be rendered based on the grant date fair value of the equity award. The Company recognizes stock-based compensation, net of any estimated forfeitures, over the period an employee is required to provide service in exchange for the award, generally referred to as the requisite service period. The Company estimates forfeitures based on historical information and other management assumptions. The Black-Scholes option pricing model is used to estimate the fair value of stock options and options under the Company’s 2019 Employee Stock Purchase Plan (as amended, the “2019 ESPP”). The determination of the fair value of options is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company uses historical data for estimating the expected volatility and expected life of stock options required in the Black- Scholes model. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock options. The fair value of restricted stock grants, including performance restricted stock units that include non-market based performance conditions, is based on the closing market price of the Company’s stock on the date of grant less the Company’s expected dividend yield. The Company recognizes compensation costs for awards with performance conditions when it concludes it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each balance sheet date and adjusts compensation costs accordingly. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, updated as needed for changes in corporate tax rates. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement. Income Per Share Basic income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, less unvested restricted stock awards. Diluted income per common share is computed by dividing net income by the weighted-average common shares and potentially dilutive common share equivalents using the treasury stock method. For the fiscal years ended June 30, 2026 and 2025, the effects of approximately 0.1 million and 30,000 common shares, respectively, issuable upon exercise of options and non-vested shares of restricted stock are not included in computations as their effect was anti- dilutive.
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84 The following is a reconciliation of net income per share and the weighted-average common shares outstanding for purposes of computing basic and diluted net income per share (in thousands, except per share amounts): Year ended June 30, 2026 2025 Numerator: Net income $ 5,072 $ 9,805 Denominator: Basic weighted-average common shares outstanding 12,534 12,251 Effect of dilutive securities: Stock awards and options 168 736 Diluted weighted-average common shares outstanding 12,702 12,987 Net income per share, basic $ 0.40 $ 0.80 Net income per share, diluted $ 0.40 $ 0.75 New Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning July 1, 2025. The Company adopted this standard prospectively and included the additional required disclosures for the fiscal year ended June 30, 2026. See Note 12 - Income Taxes for further information. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The guidance requires disclosure, in the notes to financial statements, of specific information about certain costs and expenses at each interim and annual reporting period. ASU 2024-03 is effective for the Company’s annual periods beginning July 1, 2027, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. (“ASU 2025-06”). The amendments in this ASU are intended to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. Therefore, the amendments require that an entity capitalize software costs when both: management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended. The Company has elected to early adopt ASU 2025-06 for the current fiscal year and transitioned using the prospective transition approach. Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Note 3 — Revenue Revenue is recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company generates the majority of its revenue through product sales to customers. These products include the Protandim® line of dietary supplements, the LifeVantage® line of dietary supplements that include the MindBody GLP-1 System®, Omega+, ProBio, IC Bright®, the Rise AM & Reset PM System®, D3+, Daily Wellness, Fat Burn, Prebiotic and Carb Block dietary supplements, TrueScience® skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs, AXIO® nootropic and energy/hydrate drink mixes, and the P84 System formulated to regulate, repair, and restore gut health. The Company ships most of its product directly to the consumer
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85 and receives substantially all payment for product sales in the form of credit card receipts. Revenue from direct product sales to customers is recognized upon shipment, which is when passage of title and risk of loss occurs. For items sold in packs and bundles, the Company determines the standalone selling price at contract inception for each distinct good and then allocates the transaction price on a relative standalone selling price basis. Any discounts are accounted for as a direct reduction to the transaction price. Shipping and handling revenue is recognized upon shipment when the performance obligation is completed. The Company also charges amounts to independent consultants to attend events that it holds. Tickets to events are sold as standalone items or included within packs. For event tickets sold in packs, the Company allocates a portion of the transaction price to the ticket on a relative standalone selling price basis, adjusted for the probability of the tickets being redeemed for attendance at a future event. Any discounts are accounted for as a direct reduction to the transaction price. Fee revenue associated with ticket sales is recorded in the month that the event is held, which is when the Company has performed its obligations under the contract. Deferred Revenue The Company launched its Rewards Circle loyalty program in the United States, Australia, New Zealand, and Japan in March 2023 and in Canada, Europe, and Mexico in February 2024. Contract liabilities, recorded as deferred revenue, include these loyalty program credit deferrals with certain customers which are accounted for as a reduction in the transaction price and are generally recognized as credits are redeemed for additional products at a later date. In December 2025, the Company introduced an annual fee for independent consultants in certain markets that includes access to the lowest price on products, commissions management, training resources, back-office reporting, and support tools. Revenue is recognized on a straight-line basis over the twelve month period following payment of the annual fee. Unrecognized revenue is recorded as deferred revenue. The Company also records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. The Company pre-sells tickets to its events. When cash payments are received in advance of events, the cash received is recorded to deferred revenue until the event is held, at which time the Company has performed its obligations under the contract and the revenue is recognized. Deferred revenue is included in accrued expenses in the consolidated balance sheets. The balance of deferred revenue related to contract liabilities, each less than twelve months, was $1.1 million and $0.7 million as of June 30, 2026 and 2025, respectively. The contract liabilities impact to revenue for the fiscal years ended June 30, 2026 and 2025 was a decrease of $0.4 million and an increase of $0.2 million, respectively. Sales Returns and Allowances Estimated returns are recorded when product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for product returned within 30 days. After 30 days of purchase, only unopened product that is in a resalable and restockable condition may be returned within twelve months of purchase and shall receive a 100% refund, less a 10% handling and restocking fee and any shipping and handling costs. The Company establishes a refund liability reserve, and an asset reserve for its right to recover products, based on historical experience. The returns asset reserve and returns liability reserve are evaluated on a quarterly basis. As of June 30, 2026 and 2025, the Company’s return liability reserve, net was $0.2 million and $0.2 million, respectively. Reserves for sales returns consist of the following (in thousands): Year ended June 30, 2026 2025 Beginning balance $ 237 $ 133 Additions 2,385 2,759 Returns (2,449) (2,655) Ending balance $ 173 $ 237
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86 Note 4 — Inventory Inventories consist of (in thousands): June 30, 2026 June 30, 2025 Finished goods $ 11,962 74.0% $ 17,739 85.8% Raw materials 4,205 26.0% 2,930 14.2% Total inventory $ 16,167 100.0% $ 20,669 100.0% Reserves of inventories consist of the following (in thousands): Year ended June 30, 2026 2025 Beginning balance $ 466 $ 1,301 Additions 3,307 214 Write-offs (634) (1,049) Ending balance $ 3,139 $ 466 Note 5 — Property and Equipment, Net Property and equipment, net consist of (in thousands): June 30, 2026 2025 Equipment (includes computer hardware and software) $ 20,436 $ 16,998 Furniture and fixtures 1,467 1,469 Leasehold improvements 5,045 5,101 Vehicles 51 51 Accumulated depreciation (19,689) (17,412) Total property and equipment, net $ 7,310 $ 6,207 Depreciation expense totaled $2.4 million and $3.1 million for the fiscal years ended June 30, 2026 and 2025, respectively. Note 6 — Intangible Assets, Net Intangible assets, net consist of (in thousands): June 30, 2026 2025 Trade name $ 700 $ — Know-how 300 — Consultant sales force 2,200 — Accumulated amortization (387) — 2,813 — Trademarks and other indefinite-lived intangible assets 245 245 Total intangible assets, net $ 3,058 $ 245 Amortization expense totaled $0.4 million and $0.1 million for the fiscal years ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the remaining weighted-average amortization period for finite-lived intangible assets is 5.7 years. Annual amortization expense expected for each of the five succeeding fiscal years is as follows (in thousands):
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87 Year ended June 30, Amount 2027 $ 514 2028 514 2029 514 2030 514 2031 364 Thereafter 393 Total $ 2,813 Note 7 — Other Accrued Expenses Other accrued expenses consist of (in thousands): June 30, 2026 2025 Accrued incentive compensation $ 596 $ 5,325 Accrued severance 3 5 Other taxes payable 1,693 2,189 Accrued payable to vendors 810 459 Deferred revenue 1,148 711 Accrued incentives and promotions to consultants 1,590 3,284 Accrued other expenses 1,572 1,540 Total other accrued expenses $ 7,412 $ 13,513 Note 8 — Long-Term Debt On April 12, 2024, the Company entered into a Loan Agreement (the “Loan Agreement”), as amended, with Bank of America, N.A., as Lender (the “Lender”). In connection with the Loan Agreement and on the same date, the Company, Lifeline Nutraceuticals Corporation, as Guarantor (the “Guarantor”), and the Lender also entered into a Continuing and Unconditional Guaranty (the “Continuing and Unconditional Guaranty”) and a Security and Pledge Agreement (the “Security and Pledge Agreement”). The Loan Agreement provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million (the “Line of Credit” and collectively with the Loan Agreement, Continuing and Unconditional Guaranty and the Security and Pledge Agreement the “2024 Credit Facility”). On September 22, 2025, the Company entered into an amendment to the Loan Agreement, which amended the 2024 Credit Facility (“Amendment No. 1”) to allow proceeds from the credit facility to be also used for permitted acquisitions. On September 22, 2025, the Company also entered into a collateral assignment of, and grant of security interest in, the LoveBiome assets purchased by the Company. In the event the Company borrows under the Line of Credit, interest will be payable commencing on the last day of each month following such borrowing until payment in full of all principal outstanding under the Line of Credit, with all unpaid principal and interest due on April 12, 2027 (the “Expiration Date”). The Line of Credit will bear interest at a rate per year equal to the sum of (i) the greater of the Term Secured Overnight Financing Rate Daily Floating Rate (as defined in the Loan Agreement) or 0.00%, plus (ii) 2.00%. Amounts under the Line of Credit may be repaid and re-borrowed from time to time until the Expiration Date. As of June 30, 2026, the effective interest rate is 5.68%. The Company’s obligations under the Loan Agreement are secured by a security interest in substantially all of the assets of the Company and the Guarantor, and by a pledge of the membership interests of the Company’s subsidiaries, as further provided for in the Security and Pledge Agreement. Pursuant to the Continuing and Unconditional Guaranty, the Guarantor guarantees and promises to pay promptly to the Lender all indebtedness of the Company when due. The Loan Agreement contains customary covenants, both affirmative and negative, that, among other things, restrict the Company’s ability to deal with the Company’s assets outside of the ordinary course, incur additional indebtedness, grant liens on the Company’s assets, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, and enter into consolidations, mergers or other combinations. The Loan Agreement requires that the Company maintain specified financial ratios and satisfy certain financial condition tests.
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88 The Loan Agreement contains certain customary events of default, including, among other things, failure of the Company to make required payments under the Loan Agreement, certain breaches of representations made by the Company or the Guarantor, insolvency or bankruptcy of the Company or the Guarantor, failure to have an enforceable first lien or security interest in any property given as security for the Loan Agreement, or failure of the Company to comply with covenants set forth in the Loan Agreement. If an event of default occurs under the Loan Agreement, the obligation of the Lender to make any additional credit available to the Company may be terminated and the amounts outstanding may become immediately due and payable in the discretion of the Lender, provided that in the event of insolvency or bankruptcy of the Company or the Guarantor, all debts outstanding under the Loan Agreement will automatically become due and payable. Upon the occurrence of any default or after maturity, all amounts outstanding under the Loan Agreement will, at the option of the Lender, bear interest at a rate which is 2.00% higher than the rate of interest otherwise provided under the Loan Agreement. As of June 30, 2026, the Company was in compliance with its financial covenants under the 2024 Credit Facility. As of June 30, 2026, there was no balance outstanding on the 2024 Credit Facility. Note 9 — Stockholders’ Equity During the fiscal years ended June 30, 2026 and 2025, the Company issued 0.7 million and 0.4 million shares of common stock, respectively, under Company stock plans. During the fiscal years ended June 30, 2026 and 2025, 0.3 million and 0.2 million shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting of equity awards. During the fiscal years ended June 30, 2026 and 2025, the Company issued zero shares of common stock upon the exercise of stock options. In January 2026, the Company’s board of directors (the “Board of Directors”) approved a new stock repurchase program, which replaced the Company’s previous stock repurchase program in its entirety to repurchase up to $60.0 million in shares of common stock through December 31, 2027. During the fiscal years ended June 30, 2026 and 2025, the Company purchased 0.3 million and 0.3 million shares of common stock at an aggregate price of $2.0 million and $3.1 million, respectively, under the applicable repurchase program. At June 30, 2026, there was $58.5 million remaining under the new stock repurchase program. On August 30, 2023, the Board of Directors approved a stockholder rights agreement (the “Rights Plan”) and declared a dividend of one right for each outstanding share of common stock to stockholders of record on September 11, 2023. Each right entitled holders to purchase one newly issued share of preferred stock at an exercise price of $20 per right, subject to adjustment. Initially, the rights were not exercisable and traded with shares of the Company’s common stock. In general, the rights would have become exercisable following a public announcement that a person had acquired 12% (or, in the case of passive investors, 20%) or more of the outstanding shares of the Company’s common stock. If a person became an acquiring person, each holder of rights (except the acquiring person) would have had the right to purchase, for the purchase price, a number of shares of the Company’s common stock at a 50% discount to the then-current trading price. Rather than allowing the rights to be exercised in those circumstances, the Board of Directors could exchange each right, other than the rights owned by the acquiring person, for a share of the Company’s common stock. The agreement provided for exceptions and additional terms for other certain situations and circumstances. The Rights Plan was intended to protect the interests of LifeVantage and its stockholders by reducing the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium and expired on August 28, 2024. There was no impact to the Company’s Consolidated Financial Statements. The Company’s Certificate of Incorporation authorizes the designation and issuance of preferred stock. However, as of June 30, 2026, none have been issued nor have any rights or preferences been assigned to the preferred stock by the Board of Directors. Dividends The Company paid quarterly cash dividends of $0.045 per share of common stock to stockholders of record in September 2025, December 2025 and March 2026, and $0.05 per share of common stock to stockholders of record in June 2026 which were in the aggregate amount of $2.3 million, or $0.185 per share of common stock for the fiscal year ended June 30, 2026.
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89 The Company paid quarterly cash dividends of $0.04 per share of common stock to stockholders of record in September 2024, December 2024 and March 2025, and $0.045 per share of common stock to stockholders of record in June 2025 which were in the aggregate amount of $2.1 million, or $0.165 per share of common stock for the fiscal year ended June 30, 2025. The declaration of dividends is subject to the discretion of the Board of Directors and will depend upon various factors, including the Company’s earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by the Board of Directors. Note 10 — Stock-Based Compensation Long-Term Incentive Plans Equity-Settled Plans The Board of Directors adopted, and the Company’s stockholders approved, the 2017 Long-Term Incentive Plan (as amended, the “2017 Plan”), effective February 16, 2017, to provide incentives to eligible employees, directors and consultants. The initial number of shares reserved under the 2017 Plan was (i) 650,000 shares plus (ii) 475,000 shares previously reserved for issuance under the Company’s 2010 Long Term Incentive Plan (the “2010 Plan”), including upon cancellation, termination or forfeiture of awards previously granted under the 2010 Plan, plus (iii) shares subject to forfeited or terminated awards, or shares that are withheld or surrendered from an award to pay an award’s exercise price or tax withholding obligations, in each case where such awards have been granted under the 2017 Plan. In February 2018, November 2018, November 2020, November 2022, November 2023, and November 2025, the Company’s stockholders approved amendments to the 2017 Plan to increase the number of shares of the Company’s common stock that are available for issuance under the 2017 Plan by 425,000, 715,000, 650,000, 1,052,000, 1,138,000, and 400,000 shares, respectively. Further, in November 2024, the Company’s stockholders approved an amendment to remove individual grant limitations under the 2017 Plan and certain performance- based provisions, both of which are no longer applicable following the repeal of the performance-based exemption in Section 162(m) of the Internal Revenue Code, as amended. As of June 30, 2026, an aggregate of 5,505,000 shares of the Company’s common stock were authorized to be issued under the 2017 Plan, which includes up to 475,000 shares previously reserved for issuance under the 2010 Plan, including shares returned upon cancellation, termination or forfeiture of awards that were previously granted under that plan. As of June 30, 2026, there were stock option awards outstanding under the 2017 Plan, net of awards expired, for an aggregate of 0.1 million shares of the Company’s common stock. Outstanding stock options awarded under the 2017 Plan have exercise prices of $4.44 per share, and vest over a three-year vesting period. Awards expire in accordance with the terms of each award and, upon expiration of the award, the shares subject to the award are added back to the 2017 Plan. The contractual term of stock options granted is generally ten years. Employee Stock Purchase Plan General. The Company’s 2019 ESPP was adopted by the Board of Directors in September 2018 and approved by the Company’s stockholders in November 2018. In August 2024, the Board of Directors approved an amendment to the 2019 ESPP to increase the share reserve thereunder by 0.4 million shares, which amendment and increase was approved by the Company’s stockholders in November 2024. The 2019 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. Share Reserve. The Company has reserved a total of 0.8 million shares of its common stock for issuance under the 2019 ESPP. As of June 30, 2026, 0.4 million shares were available for issuance. The number of shares reserved under the 2019 ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit). Purchase Price. Employees may purchase each share of common stock under the 2019 ESPP at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the six-month offering periods. An employee’s contributions to the 2019 ESPP are limited to 15% of their regular hourly or salary compensation, and up to a maximum of 3,000 shares may be purchased during any offering period. A participant shall not be granted an option under the 2019 ESPP if
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90 such option would permit the participant’s rights to purchase stock to accrue at a rate exceeding $25,000 grant date fair market value of stock for each calendar year in which such option is outstanding at any time. Offering Periods. Unless otherwise determined by the compensation committee, the 2019 ESPP will be operated through a series of successive six-month offering periods, which will begin each year on March 1 and September 1. During the fiscal years ended June 30, 2026 and 2025, approximately 35,000 and 44,000 shares of common stock were issued under the 2019 ESPP, respectively. Stock-Based Compensation In accordance with accounting guidance for stock-based compensation, payments in equity instruments for goods or services are accounted for by the fair value method. For the fiscal years ended June 30, 2026 and 2025, stock-based compensation of $2.3 million and $5.7 million, respectively, was reflected as an increase to additional paid in capital. At June 30, 2026, there was $1.8 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the 2017 Plan, based on management’s estimate of the shares that will ultimately vest. The Company expects to recognize such costs over a weighted-average period of 1.68 years. Stock Options There were no stock option grants during the fiscal years ended June 30, 2026 and 2025. The following is a summary of stock option activity for the fiscal years ended June 30, 2026 and 2025: Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2024 72 $ 4.44 Granted — — Exercised — — $ — Forfeited — — Expired or Canceled — — Outstanding at June 30, 2025 72 4.44 Granted — — Exercised — — $ — Forfeited — — Expired or Canceled — — Outstanding at June 30, 2026 72 4.44 1.59 $ 129 Exercisable at June 30, 2026 72 $ 4.44 1.59 $ 129 Restricted Stock Awards The following is a summary of restricted stock award activity during the fiscal years ended June 30, 2026 and 2025:
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91 Shares (in thousands) Weighted Average Grant Date Fair Value Nonvested at June 30, 2024 392 $ 4.74 Granted 58 $ 13.54 Vested (294) 4.77 Forfeited — — Nonvested at June 30, 2025 156 7.92 Granted 81 $ 6.75 Vested (143) 8.19 Forfeited (13) 4.89 Nonvested at June 30, 2026 81 6.75 The total vesting date fair value of restricted shares that vested during the fiscal years ended June 30, 2026 and 2025 was $1.3 million and $4.4 million, respectively. Restricted Stock Units The following is a summary of restricted stock units activity during the fiscal years ended June 30, 2026 and 2025: Shares (in thousands) Weighted Average Grant Date Fair Value Nonvested at June 30, 2024 337 $ 4.86 Granted 224 $ 10.08 Vested (224) 4.87 Forfeited (47) 6.12 Nonvested at June 30, 2025 290 8.68 Granted 243 $ 9.95 Vested (160) 7.46 Forfeited (153) 11.82 Nonvested at June 30, 2026 220 8.78 The total vesting date fair value of restricted stock units that vested during the fiscal years ended June 30, 2026 and 2025 was $1.6 million and $2.6 million, respectively. Performance Restricted Stock Units During the fiscal years ended June 30, 2026 and 2025, the Company awarded performance restricted stock units (the “FY 2026 PRSUs” and “FY 2025 PRSUs,” respectively) to certain employees (the “Recipients”). Each performance restricted stock unit represents a contingent right for the Recipients to receive a distribution of shares of common stock of the Company equal to 0% to 200% of the target number of performance restricted stock units subject to the award. The actual number of shares distributed will be based on the Company’s achievement of specified financial performance metrics. For FY 2026 PRSUs, the performance period for one-third of the FY 2026 PRSUs ended on June 30, 2026, the performance period for one-third of the FY 2026 PRSUs ends on June 30, 2027, and the performance period for the remaining one-third of the FY 2026 PRSUs ends on June 30, 2028. For FY 2025 PRSUs, the performance period for 50% of the FY 2025 PRSUs ended on June 30, 2025, the performance period for 30% of the FY 2025 PRSUs ended on June 30, 2026, and the performance period for the remaining 20% of the FY 2025 PRSUs ends on June 30, 2027. The financial performance metrics for the fiscal year ended June 30, 2026, were deemed achieved at the 0% achievement level. The financial performance metrics for the fiscal year ended June 30, 2025, were deemed achieved at the 200% achievement level. The FY 2026 PRSUs and FY 2025 PRSUs will vest only to the extent the specified financial performance criteria are achieved and subject to the Recipient’s continued service with the Company, as follows: (i) a portion of the earned award will vest on the first anniversary of the grant date and (ii) an additional portion of the earned award will vest thereafter in
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92 a series of quarterly installments. The fair values of the performance restricted stock units are based on the grant date fair value which is the closing price of the Company's common stock on the date of grant. The following is a summary of performance restricted stock units activity during the fiscal years ended June 30, 2026 and 2025: Shares (in thousands) Weighted Average Grant Date Fair Value Nonvested at June 30, 2024 284 $ 4.62 Granted 509 $ 8.30 Vested (94) 4.24 Forfeited (45) 6.67 Nonvested at June 30, 2025 654 7.40 Granted 189 $ 12.47 Vested (462) 7.25 Forfeited (305) 9.87 Nonvested at June 30, 2026 76 10.95 (1) Includes shares added based on achievement of performance goals in excess of target. The total vesting date fair value of performance restricted stock units that vested during the fiscal years ended June 30, 2026 and 2025 was approximately $6.1 million and $1.1 million, respectively. Note 11 — Other Expense, Net Other expense, net consists of the following (in thousands): Year ended June 30, 2026 2025 Foreign currency transaction loss, net $ (200) $ (380) Other income (expense), net 2 (7) Total other expense, net $ (198) $ (387) Note 12 — Income Taxes The income tax expense consists of the following (in thousands): Year ended June 30, 2026 2025 Income before income taxes: Domestic $ 4,971 $ 10,397 International 1,095 1,846 $ 6,066 $ 12,243 Current taxes: Federal $ (127) $ 2,925 State 141 708 Foreign 603 491 Total current income tax provision $ 617 $ 4,124 Deferred taxes: Federal $ 519 $ (1,464) State 86 (341) Foreign (228) 119 Total deferred income tax expense $ 377 $ (1,686) Net income tax provision $ 994 $ 2,438 (1)
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93 The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on a prospective basis beginning with the fiscal year ended June 30, 2026. The effective income tax rate for the fiscal year ended June 30, 2026 differs from the U.S. Federal statutory income tax rate due to the following: Year ended June 30, 2026 Federal statutory income tax rate $ 1,274 21.0 % Domestic state and local income taxes, net of federal effect 214 3.5 % Foreign tax rate differential 54 0.9 % Non-taxable and non-deductible items Meals and entertainment 95 1.6 % Section 162(m) - Excess officer's compensation 137 2.2 % Excess tax benefits on stock compensation (250) (4.1)% Other items, net 207 3.4 % Total 189 3.1 % Tax credits Research and development credit (555) (9.2)% Foreign tax credit (50) (0.8)% Total (605) (10.0)% Cross-border tax laws, net (131) (2.1)% Change in valuation allowance (1) - % Worldwide changes in unrecognized tax benefits — - % Net income tax provision $ 994 16.4 % (1) The states making up 50% of the effect on the tax rate from state and local income tax effects are CA, MN, NE, TX, and UT. The effective income tax rate for the fiscal year ended June 30, 2025 differs from the U.S. Federal statutory income tax rate is due to the following, based on the required disclosure prior to the adoption of ASU 2023-09: Year ended June 30, 2025 Federal statutory income tax rate 21.0 % State income taxes, net of federal benefits 3.4 % Foreign tax rate difference (0.4)% Tax return to provision true-up 0.4 % Limit on future stock compensation due to 162(m) 4.0 % Foreign withholding tax 0.8 % Other differences 0.7 % Revalue of deferred for change in federal tax rate 0.0 % Permanent differences: — stock-based compensation (6.2)% — current year section 162(m) limitation 0.9 % — foreign derived intangible income deduction (1.4)% — tax credits (4.8)% — meals and entertainment 0.6 % — removal of additional permanent reinvestment assertions 0.6 % — change in uncertain tax positions (0.4)% — accrual for foreign tax audits 0.4 % — other permanent differences 0.7 % Change in valuation allowance (0.4)% Net income tax provision 19.9 % (1)
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94 The Company adopted ASU 2023-09 on a prospective basis for the fiscal year ended June 30, 2026 and have included the following table as a result of the adoption, which presents income taxes paid (net of refunds received) for the fiscal year ended June 30, 2026 (in thousands): Year ended June 30, 2026 US Federal $ 497 Domestic state and local 240 Foreign Mexico 166 Australia (87) Japan 129 Other 50 Total 258 Total $ 995 The components of the deferred tax assets and liabilities as of June 30, 2026 and 2025 are as follows (in thousands): June 30, 2026 2025 Deferred tax assets Federal, state, and foreign net operating loss carryovers $ 218 $ 234 Stock option compensation 332 628 Section 174 costs 3,099 2,798 Lease liability 2,538 2,798 Accrued vacation, allowance for returns, bonuses and other 2,849 2,819 Gross deferred tax asset $ 9,036 $ 9,277 Deferred tax liabilities: Patents and trademarks $ (27) $ (16) Property & equipment (170) (239) Right of use asset (1,739) (1,942) Other (843) (468) Gross deferred tax liabilities $ (2,779) $ (2,665) Less: valuation allowance (628) (642) Deferred tax asset, net $ 5,629 $ 5,970 The Company has adopted accounting guidance for uncertain tax positions (“UTPs”) which provides that in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position. The measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon recognition of the benefit. In the fiscal year ended June 30, 2024, the Company began recording a withholding tax obligation on certain rebalanced commission payments to the U.S. parent company it had not obtained treaty rates for. The withholding tax recorded in the fiscal year ended June 30, 2024 has been reversed during the fiscal year ended June 30, 2025 as the Company no longer expects to pay that liability. The Company has been undergoing income tax audits in foreign jurisdictions. For the fiscal year ended June 30, 2025, the Company accrued a total $0.4 million related to foreign income tax audits. In fiscal year 2025, the Company made payments or deemed payments totaling $0.4 million related to these foreign income tax audits. The Company also increased the amount of the UTP relating to the prior year to reflect the actual payments that were made. The UTP related to foreign tax audits is zero
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95 for the fiscal years ended June 30, 2026 and 2025. The Company does not have any other foreign tax audits underway as of June 30, 2026. The change in the liability for uncertain tax positions were as follows (in thousands): Year ended June 30, 2026 2025 Beginning balance $ — $ 389 Gross increases - tax positions in prior year — 51 Gross decreases - tax positions in prior year — (53) Gross increases - tax positions in current year — — Settlement — (381) Currency adjustment — (6) Ending balance $ — $ — In fiscal year 2022, the Company removed its permanent reinvestment assertion in Japan. In fiscal year 2024, the Company removed its permanent reinvestment assertions in Taiwan and Australia and recorded the tax effects of that change. In fiscal year 2025, the Company removed its permanent reinvestment assertion on all other entities. In fiscal year 2026, the Company recorded the 986(c) adjustment related to the unrepatriated earnings. This adjustment largely reflects the significant change in the foreign currency rate between the United States and Japan on Japan's previously taxed earnings and profits ("PTEP"). The Company recorded all tax effects of these changes as discrete items. The Company has minor PTEP and most future dividends will be excluded under the United States Internal Revenue Code Section 245A. The withholding tax and state tax implications are minimal. The change in the valuation allowance were as follows (in thousands): Year ended June 30, 2026 2025 Beginning balance $ 642 $ 720 Decreases (14) (78) Ending balance $ 628 $ 642 The change in valuation allowance during the fiscal year ended June 30, 2026 primarily related to small changes in foreign entities with full valuation allowances. The change in valuation allowance during the fiscal year ended June 30, 2025 related to a decrease in the valuation allowance on state net operating losses ("NOLs"). Due to higher projected taxable income, the Company felt it was appropriate to reduce the valuation allowance. There were also insignificant changes in other entities with full valuation allowances. As of June 30, 2026, the Company had utilized all of its Federal NOL carry-forwards. As of June 30, 2026, state NOLs were $4.8 million and foreign NOLs were $0.3 million. The total recognized tax benefit from settlement of stock-based awards for the fiscal years ended June 30, 2026 and 2025, was $0.2 million and $0.8 million, respectively. The Company has reflected all changes in tax laws including the changes resulting from expiring Tax Cuts and Jobs Act provisions that were effective for the fiscal year ended June 30, 2026. The Company conducts its business globally. As a result, the Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and are subject to examination for the open tax years of June 30, 2022 through June 30, 2025.
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96 Note 13 — Leases The Company has operating leases for current corporate offices and certain equipment. These leases have remaining terms of approximately one to six years. As of June 30, 2026, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.17 years and 3.29%, respectively. As of June 30, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.91 years and 3.17%, respectively. The components of lease expense for the fiscal years ended June 30, 2026 and 2025, were as follows (in thousands): Year ended June 30, 2026 2025 Operating lease expense Operating lease cost $ 1,742 $ 1,881 Variable lease cost 119 154 Short-term lease costs 6 11 Total lease expense $ 1,867 $ 2,046 Supplemental cash flow information related to operating leases was as follows (in thousands): Year ended June 30, 2026 2025 Operating cash outflows from operating leases $ 2,187 $ 2,284 Right-of-use assets obtained in exchange for lease obligations $ 176 $ — Maturity of lease liabilities at June 30, 2026 are as follows (in thousands): Year ended June 30, Amount 2027 $ 2,223 2028 2,111 2029 1,772 2030 1,817 2031 1,862 Thereafter 943 Total 10,728 Less: imputed interest (860) Present value of lease liabilities $ 9,868 Note 14 — Segment Information The Company operates in a single operating segment by selling products directly to customers through an international network of independent consultants that operate in an integrated manner. The Company manages its business primarily by managing its international network of independent consultants through similar commission plans. Most products available to customers in the United States are available to customers across all markets internationally. These products are purchased through third-party manufacturers by the Company's corporate office in the United States and sold to each international market. Pricing for all products is determined at the Company's corporate office in the United States. Accordingly, for disclosure purposes, the Company has a single reporting segment, which is reported on the Company’s consolidated financial statements. The Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer. The CODM regularly reviews consolidated financial information and performance used to make decisions about the Company as a whole and without distinguishing or grouping of operations based on asset type, revenue, geographic location, tenant or other factors. The CODM evaluates performance through consolidated financial budget-to-actual variances on a monthly and quarterly basis and allocates resources based on net income as reported in the consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. Total expenditures for long-lived assets are reported on the consolidated statements of cash flows.
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97 The following table presents the Company’s segment revenue and expenses and segment net income for the fiscal years ended June 30, 2026 and 2025 (in thousands): Year ended June 30, 2026 2025 Revenue, net $ 182,586 $ 228,530 Cost of sales (40,973) (44,864) Consultant commissions (72,957) (95,920) Consultant incentives, promotions, and recognition (4,137) (6,340) Labor and benefits (26,958) (31,216) Stock compensation (2,346) (5,702) Events (4,065) (3,791) Depreciation and amortization (2,773) (3,156) Credit card and bank processing fees (5,187) (6,694) Other segment items (17,288) (19,035) Interest income 213 466 Interest expense (49) (35) Income tax expense (994) (2,438) Net income $ 5,072 $ 9,805 (1) Other general and administrative expenses include legal, professional services, rent, utilities, and other miscellaneous expenses. The following table presents the Company’s long-lived assets for its most significant geographic markets (in thousands): June 30, 2026 June 30, 2025 United States $ 21,393 $ 18,446 Foreign: Japan 1,431 1,901 Other foreign markets 280 472 Total foreign markets 1,711 2,373 Total long-lived assets $ 23,104 $ 20,819 The Company has identified two major markets with revenues exceeding 10% of consolidated total revenue: the United States and Japan. For the fiscal years ended June 30, 2026 and 2025, there are 17 and 16 other markets, respectively, each of which individually is less than 10% of consolidated total revenue. Sales are recorded in the market in which the transaction occurred. The following table presents the Company’s revenue disaggregated by these markets (in thousands): Year ended June 30, 2026 2025 United States $ 135,404 $ 178,442 Foreign: Japan 24,148 25,394 Other foreign markets 23,034 24,694 Total foreign markets 47,182 50,088 Total revenue, net $ 182,586 $ 228,530 Major Products The Company’s revenue for the fiscal years ended June 30, 2026 and 2025 is largely attributed to three product lines: Protandim®, TrueScience®, and LifeVantage®. On a combined basis, these three product lines represent approximately 83.3% and 87.6% of the Company’s total net revenue for the fiscal years ended June 30, 2026 and 2025, respectively. (1)
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98 The following table shows revenue by product line for the fiscal years ended June 30, 2026 and 2025 (in thousands): Year ended June 30, 2026 2025 Protandim product line $ 81,989 $ 95,328 TrueScience product line 37,853 48,712 LifeVantage product line 32,258 61,327 AXIO product line 15,006 15,312 LoveBiome product line 9,121 — Petandim product line 1,961 2,117 Other 4,398 5,734 Total revenue, net $ 182,586 $ 228,530 (1) Other revenue includes shipping and handling revenue, event related revenue, and other revenues impracticable to allocate to a specific product line. For the fiscal year ended June 30, 2026, the Company phased out the use of PhysIQ™ and placed this product under the LifeVantage® brand. During the fiscal years ended June 30, 2026 and 2025, revenue from PhysIQ™ was $3.8 million and $5.1 million respectively, and now included in the LifeVantage® product line revenue. Note 15 — Acquisitions On October 1, 2025, the Company closed on the purchase of critical assets of Global Organics Merchants, LLC, dba LoveBiome (“LoveBiome”) pursuant to an asset purchase agreement between the parties. LoveBiome was a direct sales company focused on comprehensive microbiome care and wellness solutions. The acquisition is being accounted for as a business combination in accordance with ASC 805. The Company has made an allocation of the purchase price of the business combination to the assets acquired as of the closing date. No liabilities were assumed. The following table summarizes the purchase price allocations relating to the business combination (in thousands): Valuation Cash consideration paid $ 3,743 Earnout - current 200 Earnout - long-term 300 Total purchase price $ 4,243 Assets acquired: Inventory $ 321 Other assets 257 Intangible assets 3,200 Total identifiable assets 3,778 Goodwill $ 465 The earnout payments are contingent upon revenue targets of the Company for the fiscal year ending June 30, 2026, as well as LoveBiome standalone revenue targets ending on the first and second anniversaries of the closing date. The fair value of the earnout was estimated using a Monte Carlo simulation option method. The assets acquired were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The goodwill of $0.5 million arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and LoveBiome. All of the goodwill was assigned to the single operating segment. Part of the goodwill recognized will be amortized for tax purposes and more may become amortizable as the earnouts are paid. In addition, certain legal costs have been capitalized as goodwill for tax purposes and are being amortized. ® ® ® ® ® ® (1)
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99 Under ASC 740, the Company is required to recognize part of the identified goodwill as deferred taxes. Therefore, the carrying value of goodwill was reduced to $465,000 and $57,000 was recorded to deferred taxes as of June 30, 2026. The total amount of goodwill expected to be deductible for tax purposes is $0.2 million. The Company recorded changes in fair value of the estimated earnout consideration to be achieved (as a result of lower than forecasted revenue performance). The change in estimates resulted in a reversal $0.4 million during the fiscal year ended June 30, 2026, and is recorded in selling, general, and administrative expenses. As of June 30, 2026, the total estimated earnout was $0.1 million. During the fiscal year ended June 30, 2026, the Company incurred approximately $0.2 million in acquisition-related costs associated with the LoveBiome transaction, which are recorded in selling, general, and administrative expenses in the Company's consolidated statements of operations. In connection with the acquisition of LoveBiome, the Company identified and valued the following intangible assets: Category Amount (in thousands) Useful Life (Years) Trade name $ 700 5 Know-how 300 5 Consultant sales force 2,200 7 Total acquired identifiable intangible assets $ 3,200 (1) The fair value was determined using Level 3 assumptions. The fair values of the trade name and know-how were determined based on the relief-from-royalty method, a form of the income approach, using royalty rates of 1.5% and 1.0%, respectively. The fair value of the consultant sales force was estimated based on the present value of incremental after-tax cash flows, discounted at 28.5%. Amortization expense related to acquired intangible assets was $0.4 for the fiscal year ended June 30, 2026. Unaudited supplemental information on a pro forma basis, as if the LoveBiome transaction had been consummated on July 1, 2024, is as follows (in thousands): Year ended June 30, 2026 2025 Revenue $ 185,124 $ 237,293 Earnings 5,019 10,158 The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable. These results are not necessarily indicative of the Company’s consolidated financial condition or statements of operations in future periods or the results that actually would have been realized had the Company and LoveBiome been a combined entity during the periods presented. These pro forma amounts have been calculated after applying the following adjustments that were directly attributable to the LoveBiome transaction: • The supplemental pro forma earnings for fiscal year ended June 30, 2026 were adjusted to exclude the $0.2 million in acquisition- related costs associated with the LoveBiome transaction, and instead, these costs are reflected in the pro forma earnings for the fiscal year ended June 30, 2025. • These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results of LoveBiome to reflect additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from July 1, 2024, as well as adjustments to other selling, general, and administrative expenses for contracts that were not assumed in this transaction, with the consequential tax effects. Total revenue related to LoveBiome consultants from the date of acquisition to June 30, 2026 was $6.3 million. Determining earnings from the date of acquisition is impracticable as LoveBiome has been fully integrated into the Company and costs are not segregated between LoveBiome and the legacy LifeVantage business. (1)
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100 Note 16 — Commitments and Contingencies Contingencies The Company accounts for contingent liabilities in accordance with ASC 450, Contingencies. This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of June 30, 2026, and based on the assessment, there are no probable loss contingencies requiring accrual or disclosures within its financial statements. Legal Accruals In addition to commitments and obligations in the ordinary course of business, from time to time, the Company is subject to various claims, pending and potential legal actions, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of its business. Management assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because evaluating legal claims and litigation results are inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, management may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed or asserted against the Company may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of a potential liability. Management regularly reviews contingencies to determine the adequacy of financial statement accruals and related disclosures. The amount of ultimate loss may differ from these estimates. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable publicity or resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation or proceeding or publicity related to such could reasonably have a material effect on the Company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the significance of the impact of any such losses, damages or remedies may have on the consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Other Matters In addition to the matters described above, the Company also may become involved in other litigation and regulatory matters incidental to its business and the matters disclosed in this quarterly report on Form 10-Q, including, but not limited to, product liability claims, regulatory actions, employment matters and commercial disputes. The Company intends to defend itself in any such matters and does not currently believe that the outcome of any such matters will have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. Note 17 — Related Party Transactions On February 23, 2026, the Company entered into a Securities Purchase Agreement with a stockholder who owns more than 10% of the Company’s issued and outstanding shares, to repurchase 0.1 million shares of common stock at a price of $0.5 million in exchange for cash. All shares were received and cash was transferred as of June 30, 2026.
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- - 714508044v4 1 Exhibit 10.11 AMENDMENT NO. 1 TO LOAN AGREEMENT AND CONSENT This Amendment No. 1 to Loan Agreement and Consent (the “Amendment”), dated as of September 22, 2025, is between Bank of America, N.A. (the “Bank”) and LifeVantage Corporation, a Delaware corporation (the “Borrower”). RECITALS A.The Bank and the Borrower entered into a certain Loan Agreement dated as of April 12, 2024 (together with any previous amendments or supplements thereto, the “Loan Agreement”). B. The Borrower has informed the Bank that, pursuant to that certain Asset Purchase Agreement, dated as of September 3, 2025, by and among Global Organics Merchants, LLC, a Delaware limited liability company (“Seller”), the Borrower, as the buyer thereunder, and the other parties thereto (the “Asset Purchase Agreement”), the Borrower intends to purchase or otherwise acquire the Acquired Assets and the Assumed Liabilities (as such terms are defined in the Asset Purchase Agreement), but excluding in all events the Excluded Assets and the Excluded Liabilities (as such terms are defined in the Asset Purchase Agreement) (collectively, the “Asset Acquisition”). C. The Loan Documents (as defined herein), including, without limitation, Section 7.10(e) and Section 7.14(b) of the Loan Agreement, prohibit the Borrower from acquiring all or substantially all of the assets of another Person, acquiring material intellectual property from another Person, or otherwise acquiring or purchasing a business or its assets, except to the extent any such acquisition is expressly permitted therein (including pursuant to a Permitted Acquisition) or otherwise with the consent of the Bank. D.The Borrower has further informed the Bank that the Asset Acquisition will not constitute a Permitted Acquisition under the Loan Agreement and, therefore, the Borrower has requested that (i) the Bank consent to the Asset Acquisition pursuant to the terms and conditions of the Asset Purchase Agreement and (ii) the Asset Acquisition be deemed to be a Permitted Acquisition under the Loan Agreement, without a reduction in the aggregate amounts available for Permitted Acquisitions provided for under the Loan Agreement. E. The Bank is willing to consent to the Asset Acquisition, and the parties hereto desire to enter into this Amendment, in each case in accordance with and subject to the terms and conditions set forth herein. AGREEMENT 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Loan Agreement. 2. Consent. Subject to compliance with the conditions precedent and all other terms and conditions set forth in this Amendment, and notwithstanding the provisions of the Loan Agreement to the contrary, the Bank (a) consents, on a one-time basis, to the Asset Acquisition pursuant to the terms and conditions of the Asset Purchase Agreement and (b) agrees that the Asset Acquisition shall be deemed to be a Permitted Acquisition under the Loan Agreement, without a reduction in the aggregate amounts available for Permitted Acquisitions provided for under the Loan Agreement (collectively, the “Consent”). 3. Effectiveness of Consent. The Consent applies only to the Asset Acquisition and shall be
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- - 714508044v4 2 effective only to the extent specifically set forth herein and shall not (a) affect the right of the Bank to demand compliance by the Borrower with any other terms and conditions of the Loan Agreement and all documents executed in connection therewith (collectively with the Loan Agreement, the “Loan Documents”) except for the Consent provided for herein, (b) be deemed a consent to or waiver of any other transaction or future action on the part of the Borrower requiring the Bank’s consent or approval under the Loan Agreement or Loan Documents, or (c) be deemed or construed to be a waiver or release of, or a limitation upon, the Bank’s exercise of any rights or remedies under the Loan Agreement or any other Loan Document, whether arising as a consequence of any default or event of default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved. All terms and conditions of the Loan Agreement and the other Loan Documents remain unchanged. This Amendment and the Consent given herein do not establish a course of conduct and the Borrower should not assume or infer that any future consents or waivers will be granted by the Bank. The Bank may, at any time hereafter, regardless of any prior course of conduct, consent or waiver, require strict compliance with all terms and conditions of the Loan Documents. 4. Amendments. The Loan Agreement is hereby amended as follows: 4.1 Section 7.1(a) of the Loan Agreement is hereby amended to read in its entirety as follows:
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- - 714508044v4 3 (a) To use the proceeds of the credit extended under this Agreement only for general corporate purposes including, but not limited to, working capital, share repurchases approved by the board of directors of the Borrower, and payment of transaction costs, and Permitted Acquisitions. 5. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default or event of default under the Loan Agreement, (b) without limiting the generality of the foregoing clause (a), before and after giving effect to the Asset Acquisition, no event of default has occurred and is continuing under the Loan Documents or would result from the Asset Acquisition (c) the Obligors would be in pro forma compliance with the financial covenants under the Loan Agreement for the most recent calculation period if the Asset Acquisition had been completed on the first day of such calculation period, (d) after giving effect to this Amendment, the representations and warranties in the Loan Agreement are true in all material respects as of the date of this Amendment as if made on the date of this Amendment, (e) this Amendment does not conflict, in any material respect, with any law, agreement, or obligation by which the Borrower is bound, (f) this Amendment is within the Borrower’s powers, has been duly authorized, and does not conflict with the Borrower’s articles of incorporation or bylaws, (g) the information included in the Beneficial Ownership Certification most recently provided to the Bank, if applicable, is true and correct in all material respects, and (h) as of the date of this Amendment and throughout the term of the Loan Agreement, no Borrower or Guarantor is (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”); (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA. 6. Reaffirmation of Obligations. The Borrower (a) affirms all of its obligations under the Loan Documents and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection herewith do not operate to reduce or discharge the Borrower’s obligations under the Loan Documents. 7. Conditions. The effectiveness of this Amendment is conditioned upon the Bank’s receipt of the following items, in form and content acceptable to the Bank: 7.1 A fully executed counterpart of this Amendment from the Borrower and each guarantor and/or collateral pledgor (collectively, a “Credit Support Provider”). 7.2 KYC Information. (a)Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti- money-laundering rules and regulations, including, without limitation, the PATRIOT Act. (b)If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Bank if so requested. 7.3 Evidence that the execution, delivery and performance by the Borrower and each Credit Support Provider of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.
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- - 714508044v4 4 7.4 Payment by the Borrower of all costs, expenses and reasonable attorneys’ fees incurred by the Bank in connection with this Amendment. 7.5 Evidence that all existing Debt of the Seller secured by the Acquired Assets has been or will be repaid in full and cancelled. 7.6 Evidence that all existing security interests in or liens (including judicial liens) on any of the Acquired Assets have been or will be released and terminated by the applicable secured party or other lienholder. 7.7 Evidence that any Acquired Assets consisting of registered intellectual property has been assigned or transferred of record to the Borrower (collectively, the “Acquired Intellectual Property”). 7.8 A collateral assignment of asset purchase agreement in favor of the Bank signed by the Borrower in respect of the Asset Purchase Agreement. 7.9 Compliance by the Borrower with the terms and conditions of the Security and Pledge Agreement, dated as of April 12, 2024, among the Borrower, the Bank, and the other parties thereto (as amended from time to time, the “Security Agreement”), with respect to any of the Acquired Assets, including, without limitation, Sections 4(c), (d) and (e) thereof. 7.10 Without limiting the generality of Section 7.9 above, before the Bank is required to make any advances of the Line of Credit to the Borrower under the Loan Agreement after the date hereof: (a)the Borrower shall have delivered to the Bank one or more notices of grant of security interest in the Acquired Intellectual Property in favor of the Bank for filing with the United States Patent and Trademark Office or United States Copyright Office, as applicable; and (b)the Borrower shall have used commercially reasonable efforts to deliver to the Bank, within 60 days after the Closing Date (as defined in the Asset Purchase Agreement), (a) a landlord waiver or similar agreement from the owner of any real property leased by the Borrower where any Acquired Assets are or will be located or stored and
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- - 714508044v4 5 (b) a bailee or similar agreement from the owner of any warehouse where any of the Acquired Assets are or will be located or stored, but (y) in each case only to the extent not already obtained from such owner prior to the date hereof and (z) in the case of clause(b) above, only to the extent required by Section 4(e) of the Security Agreement. 8. Effect of Consent Agreement. Except as provided in this Amendment, all of the terms and conditions of the Loan Agreement, including but not limited to any Waiver of Jury Trial or Dispute Resolution Provision contained therein, shall remain in full force and effect. 9. Electronic Records and Signatures. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), including Communications required to be in writing, may, if agreed by the Bank, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. The Borrower agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on the Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the Bank. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Bank may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Bank’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Bank is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Bank pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Bank has agreed to accept such Electronic Signature, the Bank shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Obligor without further verification and (b) upon the request of the Bank any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. 10.FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF
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- - 714508044v4 6 ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. [Signature Pages Follow]
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CONSENT AND REAFFIRMATION OF GUARANTOR AND PLEDGOR The undersigned (the “Credit Support Provider”) is a guarantor of, and/or is a pledgor of collateral for, the Borrower’s obligations to the Bank under the Loan Agreement. The Credit Support Provider hereby(i) acknowledges and consents to the foregoing Consent Agreement, (ii) reaffirms its obligations under its respective guaranty in favor of the Bank and/or under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such guaranty and other agreements, including but not limited to any Waiver of Jury Trial or Dispute Resolution Provision contained therein, remain in full force and effect, without defense, offset, or counterclaim. Capitalized terms used herein shall have the meanings specified in the foregoing Consent Agreement. Although each of the undersigned has been informed of the terms of the Consent Agreement, each understands and agrees that the Bank has no duty to so notify it or any other guarantor/pledgor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future. Dated as of September 22, 2025. 714508044v4
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Exhibit 10.17 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND HAS BEEN MARKED WITH“[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. KEY EXECUTIVE BENEFITS AGREEMENT LifeVantage Corporation (the "Company") has established this Key Executive Benefits Agreement (the "Agreement") to attract, motivate and retain certain key executives of the Company. An employee is considered a Key Executive upon approval by the Company's Compensation Committee. You shall be considered a Key Executive of the Company. This Agreement is entered into between the Company and Terrence Moorehead (“Key Executive” or “you”) effective as of August 5, 2026. The terms and conditions of this Agreement are as follows: 1. Position and Responsibilities. a. No later than August 5, 2026, you will commence serving as a key management executive of the Company as its President and Chief Executive Officer. You shall be a member of the Company’s Board of Directors. You shall have the duties, responsibilities, and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned consistent with your position. You will devote your full time, efforts, abilities, and energies to promote the general welfare and interests of the Company and any related enterprises of the Company. Unless otherwise approved in writing by the Chairman of the Company's Board of Directors, your primary workplace will be located at the Company's headquarters located in Lehi, Utah; provided, however, that you may be required to travel from time to time as reasonably required for business purposes. b. Your salary will be $850,000 annually paid semi-monthly through the Company’s normal payroll process, less customary taxes and any voluntary deductions. Your pay will be evaluated by the Company as part of the Company’s annual compensation review process. c. Nothing herein shall preclude you from (i) serving, with the prior written consent of a member of the board of directors on advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations as determined by the Company in its reasonable discretion, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so as not to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities hereunder. 2.Annual Incentive Plan. As a key executive, during your continued employment as a key executive, you will be eligible to participate in the Board of Directors' approved Employee Annual Incentive Plan, as amended from time to time in the Company's sole discretion, at the level indicated in Exhibit “A” hereto pursuant to the plan details. The Board shall set reasonable goals to be achieved for each fiscal year by no later than 60 days following the beginning of a fiscal year. If the Board fails to set forth criteria prior to September 15 of the fiscal year of performance, you shall be paid at target (meaning 100% of your base salary) for the applicable performance year. Any Annual Incentive Award (the "Award') shall be paid to you during the first three months of the fiscal year that follows the applicable performance fiscal year. The Award will be deemed to have been earned on the date of payment of such Award and, other than as set forth herein, you must remain an employee of the Company through the date of payment in order to receive the Award. Your guaranteed Annual Incentive Award for fiscal year 2027 shall be $425,000, with eligibility for a bonus up to 200% of the target payout rate, by reaching maximum plan metrics, to be pro-rated from your start date to June 30, 2027. In the event that you resign without Good Reason or your employment is terminated For Cause prior to June 30, 2027, you shall not receive the Annual Incentive Guarantee.
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3.Long Term Incentive Compensation Plan. As a key executive and during your continued employment as a key executive, you will participate in the Board of Directors' approved annual Employee Equity Plan pursuant to the plan details as amended prospectively from time to time in the Company's sole discretion. Such equity grants, if any, will be made in the sole discretion of the Board of Directors and will be subject to the terms and conditions specified by the Board of Directors, the Company's stock plan, the award agreement that you must execute as a condition of any grant, and the Company's insider trading policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions, and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Your new hire long term incentive award and fiscal year 2027 long term incentive award are detailed in Exhibit “B” hereto and will be awarded within 30 days or your start date. 4. Employee Benefit Programs. a. During your employment with the Company, and except as may be provided under an employee stock purchase plan, you will be entitled to participate, in all Company employee benefit plans and programs at the time or thereafter made available to Key Executives including, without limitation, any savings or profit sharing plans, deferred compensation plans, stock option incentive plans, group life insurance, accidental death and dismemberment insurance, hospitalization, surgical, major medical and dental coverage, vacation, sick leave (including salary continuation arrangements), long-term disability, holidays and other employee benefit programs sponsored by the Company. b. LifeVantage will pay all or a portion of the costs associated with the following Company employee benefit plans: i. Life Insurance ii. Long Term Disability iii. Short Term Disability iv. Health Insurance v. Dental Insurance vi. Vision Insurance In addition to the employee benefits provided to similarly situated employees, the Company shall provide the following benefits to you: (i) reimbursement of the cost of an annual executive physical examination; and (ii) $1,000,000 in additional term life insurance coverage above what the Company provides to similarly situated employees, subject to underwriter requirements and approval, as well as limitations or conditions set by the underwriter of such policy, and as permitted by law. c. The Company may amend, modify, or terminate these benefits in its sole discretion at any time and for any reason. Any change in any employee benefit program or programs applicable to all covered key executive employees or all covered employees shall not constitute a material breach of this Agreement. 5. Termination of Employment.
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3 a. Accrued Pay. Unless the Company requests otherwise in writing, upon termination of your employment for any reason, you understand and agree that you shall be deemed to have also immediately resigned from all positions as a key executive with the Company (and its affiliates) as of your last day of employment (the "Termination Date"). Upon termination of your employment for any reason, you shall receive payment or benefits from the Company covering the following: (i) all unpaid salary and unpaid vacation accrued pursuant to the paid time off policy through the Termination Date, (ii) any payments/benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, (iii) any unreimbursed valid business expenses for which you have submitted properly documented reimbursement requests, and (iv) your then outstanding equity compensation awards as governed by their applicable terms (collectively, (i) through (iv) are the "Accrued Pay"). You may also be eligible for other post-employment payments and benefits as provided in this Agreement. Termination payments shall not be made until on or after the date of a "separation from service" within the meaning of Code Section 409A. b. For Cause. For purposes of this Agreement, your employment may be terminated by the Company for "Cause" as a result of the occurrence of one or more of the following: i.your refusal, or inability to perform in any material respect your duties and responsibilities for the Company (other than any such failure resulting from incapacity due to physical or mental illness); ii. willful failure to comply with any reasonable, valid, and legal directive of the Company or the board; iii.engagement in dishonesty or conduct (illegal or otherwise), which is, in each case, materially injurious, or brings public disgrace or disrepute, to the Company or its affiliates; iv.embezzlement, misappropriation, or fraud, whether or not related to your employment with the Company; v.conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; vi.material violation of the Company's written policies or codes of conduct, including, but not limited to, written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; vii.unauthorized disclosure of the Company's Proprietary Information (as defined in the Confidentiality Agreement) and/or other confidential, proprietary, and/or trade secret information; or viii.material breach of any material obligation under this Agreement or any other written agreement between you and the Company. In the event your employment is terminated by the Company for Cause, you will be entitled only to your Accrued Pay, and you will be entitled to no other compensation from the Company. c. Without Cause. The Company may terminate your employment Without Cause at any time and for any reason. If your employment is terminated Without Cause, in addition to your Accrued Pay, you
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4 will receive severance consisting of: (i) continued base salary (as of your Termination Date) for a period of eighteen (18) months (the “Severance Period”); (ii) the Company shall timely (no less than monthly) reimburse you for the costs you incur for continuation of your health insurance coverage (and for your family members if you provided for their coverage during your employment) during the Severance Period (or, if possible, shall pay such premiums directly to the applicable insurer); (iii) bonus for the year in which the employment termination occurs, if any, will be pro-rated (except the bonus for the year ending June 30, 2027, which will be paid in full) based upon the percentage of the year in which you were employed and paid by the Company in accordance with the annual corporate performance criteria established by the Board prior to the start of the year in which termination occurs; and (iv) time based vesting and performance- contingent RSU’s shall continue to vest and be retained by you as if you remained employed during the Severance Period. The base salary and bonus portions of the severance shall be paid to you in cash, less applicable withholdings, in bi-monthly installments pursuant to the Company's normal payroll process beginning on the first payroll date occurring after expiration of the Release Deadline (as defined below) and revocation period set forth in the Release (as defined below); provided, however, that if the time frame from your Termination Date through the Release Deadline and revocation period spans two calendar years, then the severance payments shall commence on the first payroll date in the second calendar year (with all delayed payments being paid with the first payment). In addition, if within 180 days prior to or eighteen (18) months following a Change in Control (as defined in the Change in Control Equity Acceleration Policy as Re-Approved on November 6, 2025 (the “Change in Control Policy”)), your employment is terminated without Cause (or you resign for Good Reason), you shall receive in addition to the benefits set forth in the Change in Control Policy 1.5 times the benefits set forth in subsections (i), (ii), (iii), and (iv) of this Section 5(c). As a condition precedent to receiving (and continuing to receive) the payments provided in this Section you must execute (and not revoke) and deliver to the Company a release of claims set forth in a Separation Agreement and General Release (the "Release") in a reasonable form provided by the Company on or before the date specified by the Company in such form (the "Release Deadline") and such Release shall include without limitation a release of all claims against the Company and its affiliates along with a covenant not to sue and (ii) requirements for you to remain in full compliance with such Release, this Agreement and the Confidentiality Agreement. You acknowledge that if you breach any ongoing obligations to the Company, such as confidentiality and restrictive covenants, then the Company may, in addition to any other legal remedies, cease making any further severance payments and is entitled to recoup prior severance payments. Notwithstanding any provision herein, payment of severance payments or cessation thereof is not consideration for the confidentiality and restrictive covenants set forth below and has no legal or binding effect on the enforceability of such provisions. d. Good Reason. You may resign from your employment for Good Reason, as defined herein, and only in accordance with the provisions of this paragraph and, in such event, you will be entitled to the same benefits set forth in Section 5(c) as if you had been terminated without Cause. For purposes of this Agreement, resigning for "Good Reason" shall mean (a) a material breach of this Agreement by the Company, (b) a material reduction in your base salary other than a general reduction in base salary that affects all similarly situated executives in substantially the same proportions or a material reduction in your compensation plan, or (c) a material change in your duties or responsibilities, including a change in your title or reporting line; provided, that in each case you must provide the Company with written notice of the events you indicate constitutes grounds for a Good Reason resignation within thirty (30) days of the occurrence of such event. Failure to give such notice within thirty (30) days of the occurrence shall be deemed a waiver by you of your right to terminate for Good Reason with respect to such circumstances. If you provide such notice, the Company thereafter will have thirty (30) days to cure such alleged breach. If the Company does not cure the alleged breach within the thirty (30) day notice period, you must thereafter
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5 resign within thirty (30) days of the expiration of the thirty (30) day notice period in order to resign for Good Reason. e. Voluntary Termination. You may voluntarily terminate your employment without Good Reason by giving the Company 180 days’ written notice of said resignation. The Company may elect to pay your base salary in lieu of notice you provide. In the event you voluntarily terminate your employment with the Company without Good Reason, you will be entitled to receive only your Accrued Pay. You will be entitled to no other compensation from the Company. f. Death or Disability. Your employment hereunder shall terminate automatically upon your death during your employment, and the Company may terminate your employment on account of your Incapacity. In the event of termination of your employment by reason of your death or Incapacity, you or your estate will be entitled to receive your Accrued Pay and a pro-rata amount of your target incentive compensation for the year of termination (at the level indicated in Exhibit A), and to the extent not yet paid, your prior year’s incentive compensation (at the level indicated in Exhibit A). "Incapacity" shall mean your inability, due to physical or mental incapacity, to substantially perform your duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days; provided however, in the event the Company temporarily replaces you, or transfers your duties or responsibilities to another individual on account of your inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Incapacity, then your employment shall not be deemed terminated by the Company and you shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of your Incapacity as to which you and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to you and the Company. If you and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician, and those two physicians shall select a third who shall make such determination in writing. The determination of Incapacity made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. During periods of inability to perform your essential functions due to a disability, the Company will comply with the Americans with Disabilities Act. 6.Proprietary Information and Inventions Agreement; Confidentiality. You will be required, as a condition of your employment with the Company, to timely execute the Company's form Proprietary Information and Inventions Agreement as may be amended from time to time by the Company ("Confidentiality Agreement"). Your duties and obligations pursuant to the Confidentiality Agreement are in addition to those you agree to herein. However, to the extent there is a conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall control. 7. Governing Law; Arbitration. a. To the extent not preempted by federal law, this Agreement will be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of Utah. b. Any and all controversies, claims, or disputes with anyone (including, without limitation Company or its affiliates, and any current or former employee, officer, director, shareholder, member, manager, or benefit plan of Company or its affiliates in their capacity as such or otherwise) arising out of, relating to, or resulting from your employment with Company or the termination of your employment with Company, including any breach of this Agreement, will be subject to private and confidential binding
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6 arbitration to be held in the city of Salt Lake City, State of Utah administered by the American Arbitration Association ("AAA") in accordance with its rules then in effect for the resolution of employment disputes (the "Rules"). The AAA's optional rules for Emergency Measures or protection are also adopted. Subject to section 5.f. below, you covenant and promise that should you commence any action or pursue a claim based on a dispute which you agree to arbitrate, you will do so before the AAA as set forth herein and will not file any complaint or other pleading in a local, state or federal court, acknowledging that doing so would damage Company and deprive it of the benefits of the private and confidential dispute resolution provided for herein. Disputes which you agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination In Employment Act of 1967, the Older Workers Benefit Protection Act, and any statutory claims. You further understand that this agreement to arbitrate also applies to any disputes that Company may have with you arising during your employment with Company or the termination of your employment with Company. To the fullest extent permitted by law, you forego any right to bring claims as a representative or as a member of a class or in a private attorney general capacity and expressly disclaim your right to be part of a class, collective action, or a private attorney general claim. Nothing in this provision limits or prohibits employees from engaging in a "Protected Activity" as defined in this Agreement or as established under State or Federal Law. Notwithstanding any other provision of this Agreement, the arbitration will be private and confidential. The arbitrator will issue an order providing that all pleadings, motions, discovery, responses, depositions, testimony, case management orders, decisions, and documents exchanged or filed in relation to the arbitration be kept strictly private and confidential. The arbitrator will issue the standard protective order referenced in local rule 26-2 of the United States District Court for the District of Utah. c. Notwithstanding the foregoing, the following claims are not covered by this arbitration provision: claims for workers' compensation benefits, claims for unemployment compensation benefits, claims under the National Labor Relations Act, claims based upon Company's employee benefits and welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under the plan, claims not subject to arbitration as a matter of law, and claims for injunction or other equitable relief, including without limitation, claims related to the Company’s restrictive covenants, for unfair competition, and for the unauthorized disclosure of trade secrets or confidential information. d. You agree that any arbitration will be administered by the AAA and that a single neutral arbitrator will be selected in a manner consistent with the Rules. You agree that the arbitrator will administer and conduct any arbitration in accordance with the Federal Arbitration Act and the Federal Rules of Civil Procedure (the "FRCP"), and that arbitrator will apply substantive Utah law to any dispute or claim, without reference to any conflict of law provisions of any jurisdiction and to the extent that the Rules conflict with the FRCP, the FRCP will take precedence. You agree that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Motions for summary judgment, partial summary judgment, or summary adjudication will be decided according to Rule 56 of the Federal Rules of Civil Procedure and applicable case law. Notwithstanding any AAA rules or arbitration procedure, it is the intent of the parties that the arbitrator will consider and rule on any such motions as if in a federal court of the United States. You also agree that the arbitrator will have the power to award any remedies, including attorneys' fees and costs, available under applicable law. The Company will pay the joint costs and expenses of such arbitration. Notwithstanding this provision each party will separately pay for its respective counsel fees and expenses; provided, however, that the arbitrator will award attorneys' fees and costs to the prevailing party except as prohibited by law (or if an award of attorneys’ fees and/or costs is permitted
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7 pursuant to statute). Except as set forth herein or as agreed by the parties in writing, you agree that the arbitrator will administer and conduct any arbitration in a manner consistent with the Rules. Employee and the Company agree that the decision of the arbitrator will be in writing and set forth the reasoning thereof. e. Except as provided by the Rules and this Agreement, including without limitation Section 7.c. above, arbitration will be the sole, exclusive, and final remedy for any dispute between Company and you. Accordingly, except as provided for by the Rules and this Agreement, neither Company nor you will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require Company to adopt a policy not otherwise required by law which Company has not adopted. Further, any party may seek a separate order from a court of competent jurisdiction enforcing the arbitrator's order protecting the disclosure of pleadings, motions, discovery responses, depositions, testimony, case management orders, decisions, and documents exchanged or filed in the arbitration, provided such motion and responses thereto are filed under seal. f. In addition to the right under the Rules to petition the court for provisional relief, you agree that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or any other agreement regarding trade secrets, confidential information, non-competition, or non-solicitation. Employee understands that any breach or threatened breach of such agreement will cause irreparable injury and that money damages will not provide an adequate remedy therefor and both parties hereby consent to the issuance of a temporary restraining order, preliminary injunction, permanent injunction, or other injunctive relief, without posting any bond or other security, compelling you to comply with all provisions of such agreements. The preceding sentence will not be construed to limit Company from any other relief or damages to which it may be entitled because of your breach of any provision of this Agreement. If either party seeks injunctive relief, the prevailing party will be entitled to recover reasonable costs and attorneys' fees. 8.Taxes. The Company shall have the right to withhold and deduct from any payment hereunder any federal, state, or local taxes of any kind required by law to be withheld with respect to any such payment. The Company shall not be liable to you or other persons as to any unexpected or adverse tax consequence realized by you and you shall be solely responsible for the timely payment of all taxes arising from this Agreement that are imposed on you. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be limited, construed, and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to you will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon your Termination Date, you are then a "specified employee" (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following your Termination Date until the earlier of (i) the first business day of the seventh (7th) month following your Termination Date or (ii) ten (10) days after the Company receives written confirmation of your death. Any such delayed payments shall be made without interest. Additionally, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall
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8 be subject to the following conditions: (l) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 9.Entire Agreement. Except as otherwise specifically provided in this Agreement, this Agreement (including without limitation the Confidentiality Agreement, the policies referenced in Section 12.f. and any other agreements referenced herein) contains all the legally binding understandings and agreements between you and the Company pertaining to the subject matter of this Agreement and supersedes all such agreements, whether oral or in writing, previously discussed or entered into between the parties including without limitation any term sheets regarding your potential employment with the Company. 10.Key Executive Representations. As a material condition of this Agreement, you represent that by entering into this Agreement or by becoming a Company employee you are not violating the terms of any other contract or agreement or other legal obligations that would prohibit you from performing your duties for the Company as of the anticipated start date set forth in Section 1.a above. You further agree and represent that in providing your services to the Company you will not utilize or disclose any other entity's trade secrets or confidential information or proprietary information. You represent that you are not resigning employment or relocating any residence in reliance on any promise or representation by the Company regarding the kind, character, or existence of such work, or the length of time such work will last, or the compensation therefor. 11. Non-Solicitation and Non-Competition. a. Non-solicitation of employees and consultants. During your employment and for a period of eighteen (18) months after your employment terminates, you will not directly or indirectly and regardless of who initiates any such contact, solicit, induce, encourage, influence, or persuade, or attempt to solicit, induce, encourage influence or persuade, any officer, employee, consultant (including without limitation independent contractors) or agent of the Company (or any of its affiliates) to alter, reduce, or terminate their employment or relationship with the Company or to any way breach their duties and obligations to the Company. b. Non-solicitation of Independent Consultants, or Customers. To the extent permitted under applicable law, and in order to protect the Proprietary Information of Company as defined in the Confidentiality Agreement ("Proprietary Information") and preserve the Company's relationships with its current and prospective Independent Consultants (formerly Independent Distributors) and customers, you agree that during your employment and for a period of eighteen (18) months after your employment with the Company ends for any reason, you will not directly or indirectly and regardless of who initiates any such contact solicit, induce, encourage, influence, or persuade, or attempt to solicit, induce, encourage, influence or persuade, any current or prospective Independent Consultant(s) (formerly Independent Distributor(s)), subscription Customer(s) or retail Customer(s) with whom you have had direct contact on behalf of the Company to (i) join any company, business or entity that competes with the Company's products and services including start-ups even before such begins selling competing products or services; (ii) join any company, business or entity engaged in direct sales or network marketing, including start-ups even before
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9 such takes on a single distributor, consultant, subscription customer, preferred customer, or retail customer; or (iii) alter, reduce, or discontinue its relationship with the Company. By signing the Agreement, you acknowledge and agree that the Company is trying to protect legitimate business interests by this prohibition, and such prohibition is reasonable in its scope and duration. Customer shall mean any person or entity with whom you have had material direct contact within twelve (12) months prior to the termination of your employment. c. Non-Competition. You shall not, during your employment and for a period of twelve (12) months after your employment with the Company ends for any reason, directly or indirectly engage in, advise or consult with, contribute your knowledge to, own, manage, invest in, operate, control, or accept employment with any company, business or entity set forth in the list of competitors attached hereto as Exhibit “C,” which may be reviewed and modified, but not to exceed [***] total competitor entities, by the Company in good faith from time to time, with 30-days advance notice to you. Any modification to Exhibit “C” that is made within 90 days of the Company providing notice of termination pursuant to Sections 5(c) or (5)(e) of this Agreement, or thereafter, or within 90 days of you providing notice of termination pursuant to Sections 5(d) or (5)(e) of this Agreement, or thereafter, shall not be enforceable, and only the prior existing Exhibit “C” shall remain in force and effect. The entities listed on Exhibit C compete with the Company’s products and services and/or engage in direct sales and network marketing. This non- competition provision, including only those specific entities, is necessary to protect the legitimate business interests of the Company, including, but not limited to, its investment in Executive, its goodwill, its confidential information, and its trade secrets. Moreover, this provision is narrowly tailored to protect those legitimate business interests by limiting the prohibited competition to only the entities listed in Exhibit C. Following expiration of the aforementioned period, you shall continue to be obligated under the confidentiality provisions of this Agreement and of the Confidentiality Agreement not to disclose and/or use Proprietary Information so long as it shall remain proprietary or protectable as confidential or trade secret information. The geographic limitation to this Section 11c. is any state, county, or locality in the United States in which the Company conducts business or was planning or preparing to conduct business and any other country, city, state, province, jurisdiction, or territory in which the Company conducts business or was planning or preparing to conduct business. Notwithstanding your obligations under this Section 11.c., you will be entitled to own, as a passive investor, up to five percent (5%) of any publicly traded company without violating this provision. The Company and you agree that: this provision does not impose an undue hardship on you and is not injurious to the public; that this provision is necessary to protect the business of the Company and its affiliates; the nature of your responsibilities with the Company under this Agreement require you to have access to confidential information which is valuable and confidential to the Company; this provision is necessary to protect the Company’s confidential information including but not limited to trade secrets belonging to the Company; the scope of this Section 11 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 11, including the consideration herein. The Parties to the Agreement have negotiated this non-competition provision in good faith and agree that it is necessary to protect the Company’s legitimate business interests. d. Modification By Court. If any court or arbitrator determines that any postemployment restrictive covenant is unreasonable in any respect, you and the Company agree that the Court shall modify any unreasonable terms and shall modify this Agreement to be the most protective of the Company as then permitted by law that is consistent with the intent of the parties as set forth in this Agreement. You also acknowledge that the Court may then enforce the agreement as modified. e. Extension of Non-Solicitation and Non-Competition Provisions. For any period of time in which you are found to be in violation of any of the above non-compete or non-solicitation agreements, that
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10 period of time shall be added on to the length of the restriction or period of protection for the Company. f. Notice to Subsequent Employers. You agree that you and/or the Company may provide notice of your obligations under any provision of this Agreement and the Confidentiality Agreement to any company or future employer of yours.
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11 12.Covenants. As a condition of this Agreement and to your receipt of any post-employment benefits, you agree that you will fully and timely comply with all of the covenants set forth in this Agreement (which shall survive your termination of employment and termination or expiration of this Agreement): a. You will fully comply with all obligations under this Agreement and the Confidentiality Agreement and further agree that the provisions of this Agreement and the Confidentiality Agreement shall survive any termination or expiration of this Agreement or termination of your employment or any subsequent service relationship with the Company; b. Within five (5) days of the Termination Date, you shall return to the Company all Company Proprietary Information as defined in the Confidentiality Agreement, shall destroy/delete electronic versions, and you shall not retain any copies, facsimiles, electronic data, or summaries of any Company Proprietary Information; c. Except as set forth in Section 19, you will not at any time make or publish (or direct anyone to make or publish) in any forum or through any medium, including every social media platform and/or electronic medium any negative or disparaging statements or comments (whether oral or written) whatsoever about the Company, or any of its affiliated entities, officers, directors, employees, stockholders, independent distributors, representatives, agents or contractors, or any of the Company's products or services. Except as set forth in Section 19, the Company agrees that its executives, the Board and its Human Resources personnel shall not at any time make or publish (or direct anyone to make or publish) in any forum or through any medium, including every social media platform and/or electronic medium any defamatory or disparaging statements or comments (whether oral or written) whatsoever about you. Notwithstanding the above, the Company cannot control responsive posts or comments to social media posts and will not be responsible for monitoring all social media accounts of each of the above-listed individuals or the responses by third parties to what those individuals post on their social media. As used in this paragraph, the term "disparaging" means anything unflattering and/or negative, whether such communication is true or untrue; d. You agree that, upon the Company's request and without any payment therefore, you shall reasonably cooperate with the Company (and be available as necessary) after the Termination Date in connection with any matters involving events that occurred during your period of employment with the Company e. You also agree that you will fully and timely comply with all of the covenants set forth below (which shall survive your termination of employment and termination or expiration of this Agreement): i You will fully pay off any outstanding amounts owed to the Company no later than their applicable due date or within thirty days of your Termination Date (if no other due date has been previously established); ii Within five (5) business days of the Termination Date, you shall return to the Company all Company property including, but not limited to, computers and other electronic devices, drives, data, documents, cell phones, pagers, keys, business cards, passwords necessary to access systems, websites, cloud services, etc. that contain Company property etc., in good working condition (absent normal wear and tear) and without altering or removing items and not retain copies of any such documents, data, or information;
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12 iii Within thirty (30) days of the Termination Date, you will submit any outstanding expense reports to the Company for expenses incurred prior to the Termination Date; and iv As of the Termination Date, you will no longer represent that you are an officer, director, or employee of the Company and you will immediately discontinue using your Company mailing address, telephone, facsimile machines, voice mail and e-mail and to the extent you resign with another job in-hand you will disclose the identity of your new employer. d. You agree that you will strictly adhere to and obey all Company rules, policies, procedures, regulations and guidelines, including, but not limited to, those contained in the Company's Code of Conduct, as well any others that the Company may establish including without limitation any policy the Company adopts on the recoupment of compensation ("Clawback Policy"). 13.Offset. Any severance or other payments or benefits made to you under this Agreement may be reduced, in the Company's discretion, by any amounts you owe to the Company provided that any such offsets do not violate Code Section 409A. 14. Indemnification. a. The Company shall indemnify you if you are involved in or are threatened to be involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that you are or were an employee of the Company or acted on behalf of the Company, to the fullest extent authorized by the law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against judgments, fines, amounts paid in settlement and expenses (including, without limitation, attorneys’ fees), actually and reasonably incurred by you in connection with such action, suit or proceeding. b. Advance Payment of Expenses. Expenses (including attorney’ fees) incurred by you in defending any civil, criminal, administrative or investigative action, suit or proceeding as described above shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding. c. This provision shall survive the term of your employment with The Company. d. The Company shall also maintain Directors and Officers insurance in an amount of like-sized companies and you shall be covered under such policy. 15. Notice. Any notice that the Company is required to or may desire to give you shall be given by
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13 personal delivery, recognized overnight courier service, email, telecopy, or registered or certified mail, return receipt requested, addressed to you at your address of record with the Company, or at such other place as you may from time to time designate in writing. Any notice that you are required or may desire to give to the Company hereunder shall be given by personal delivery, recognized overnight courier service, email, telecopy or by registered or certified mail, return receipt requested, addressed to the Company's General Counsel at its principal office, or at such other office as the Company may from time to time designate in writing. The date of actual delivery of any notice under this Section shall be deemed to be the date of delivery thereof. 16.Waiver; Severability. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to by you and the Company in writing and such amendment or waiver expressly references this Section. No waiver by you or the Company of the breach of any condition or provision of this Agreement will be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time. Except as expressly provided herein to the contrary, failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder will not be deemed to constitute a waiver thereof. In the event any portion of this Agreement is determined to be invalid or unenforceable for any reason, the remaining portions shall be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. 17.Voluntary Agreement. You acknowledge that you have been advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) the Company or its counsel to represent you or your counsel in this matter. You further represent that you have carefully read and understand the scope and effect of the provisions of this Agreement and that you are fully aware of the legal and binding effect of this Agreement. This Agreement is executed voluntarily by you and without any duress or undue influence on the part or behalf of the Company. The Company shall pay up to $10,000.00 to your legal counsel, Harris St. Laurent & Wechsler LLP, based on timely and reasonable invoices submitted, for the review of this Agreement. 18.Key-Man Insurance. The Company shall have the right to insure your life for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. You shall have no interest in any such policy, but you agree to cooperate with the Company in taking out such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on you by any such documents. 19.Protected Activity Not Prohibited. You understand that nothing in this Agreement shall in any way limit or prohibit you from engaging in any Protected Activity. For purposes of this Agreement, "Protected Activity" means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board ("Government Agencies"). In addition, Protected Activity includes any action to (i) form, join or assist a union; (ii) choose a representative to bargain with us on your behalf; (iii) discuss and act together with other employees for your mutual benefit and protection with respect to terms and conditions of employment; or (iv) choose not to engage in any of these protected activities. You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as
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14 permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Proprietary Information under the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that "Protected Activity" does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. ACKNOWLEDGED AND AGREED: LIFEVANTAGE CORPORATIONKEY EXECUTIVE /s/ Raymond B. Greer /s/ Terrence Moorehead Raymond B. Greer Chairman, Board of Directors Terrence Moorehead
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15 EXHIBIT A TARGET ANNUAL INCENTIVE Name Title Target Annual Incentive Terrence Moorehead President and Chief Executive 100% of salary Officer
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16 EXHIBIT B- Equity Awards on Date of Hire Equity Awards are subject to the Company’s Equity Ownership Policy NEW HIRE LONG TERM INCENTIVE AWARDS Value Equity Type Vesting Notes $2,000,000 RSU 1/3 on 1 year anniversary of grant date 1/3 on 2 year anniversary of grant date 1/3 on 3 year anniversary of grant date Time based RSU will be calculated using the 10 day weighted volume average stock price on date of hire Value Equity Type Performance: Revenue Targets with [***] EBITDA Vesting/Notes $3,500,000 PRSU 20%- $[***] 20%- $[***] 20%- $[***] 20%- $[***] 20%- $[***] 3 years to achieve performance Vesting for each milestone 1/2 at achievement and 1/2 on the 1 year anniversary of achievement The number of units for the RSUs and PRSUs actually award will be calculated using 10-day weighted volume average stock price on date of hire. FISCAL YEAR 2027 LONG TERM INCENTIVE AWARD* Value Equity Type Vesting Notes $800,000 RSU TBD- as similar to the FY27 employee LTIP awards as possible Time Based RSU will be calculated using the 10 day weighted volume average stock price on date of hire $1,200,00 0 PRSU TBD- as similar to the FY27 employee LTIP awards as possible Performance RSU will be calculated using the 10 day weighted average stock price on date of hire, with performance metrics of revenue and adjusted EBITDA the same as the FY27 Employee LTIP metrics $2,000,000 The number of units for the RSUs and PRSUs actually awarded will be calculated using 10-day weighted volume average stock price on date of hire.
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17 EXHIBIT C PARAGRAPH 11(c) LIST OF COMPETITORS [***]
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1 Exhibit 19.1 Insider Trading Policy Amended and Restated on October 30, 2025 Introduction LifeVantage Corporation (referred to herein as “LifeVantage” or the “Company”) is a publicly traded company and is subject to United States securities laws which contain very strict prohibitions regarding trading in securities. Trading in securities of publicly held companies while in possession of Material Non-Public Information is against the law and can result in criminal and civil fines, injunctive actions, jail and dismissal from the Company. LifeVantage intends to comply with the spirit as well as the letter of the insider trading laws. LifeVantage believes it is important to avoid even the appearance of insider trading, whether or not the conduct is literally a violation of the law. For that reason, we have developed this written policy (the “Policy”) to protect our officers, directors, employees, consultants and anyone else associated with LifeVantage. Material Non-Public Information Information is material if there is a substantial likelihood that a reasonable investor would consider it important to an investment decision. Information is important if it would be expected to significantly alter the total mix of information in the marketplace about the issuer. Either positive or negative information may be material. While it is not possible to define all categories of material information, LifeVantage generally regards information about the following matters to be material: o financial results or expectations for the quarter or the year; o unannounced proposed acquisitions; o new product, discovery or invention; o new market launches; o notice of issuance of patents; o confidential internal financial information or projections of future business results; o unannounced changes in the level of actual or anticipated income or expenses, or financial or liquidity problems; o planned stock splits, stock dividends and stock repurchases; o defaults on securities, bankruptcy or liquidation;
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2 o changes in relationships with significant independent Consultants; o change in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report; o unannounced decisions to issue dividends or to change the Company’s dividend policy; o unannounced Company financings, including new equity or debt offerings or other financings; o unannounced significant personnel changes; o the existence of a special blackout period in which you may not trade LifeVantage securities; o significant cybersecurity incident, such as a data breach, or any other significant disruption, loss, potential loss, breach or unauthorized access of LifeVantage property or assets, whether at LifeVantage’s facilities or through LifeVantage’s information technology infrastructure; o unannounced significant litigation; and o substantial changes in the Company’s accounting methods. It is irrelevant how you obtain material non-public information. Liability may be imposed whether the information is obtained during the course of your employment, from outside of LifeVantage, or even accidentally or inadvertently such as overhearing a conversation. In the event of a dispute concerning whether particular information is material, a court will determine the materiality of the information in question after the fact, with the benefit of hindsight. Therefore, if you are in doubt about whether the information you possess is material you should assume the information is material and contact the LifeVantage’s Insider Trading Compliance Official. Now and until further notice, the “Insider Trading Compliance Official” shall mean: (i) with respect to members of the Company’s Board of Directors, General Counsel, all C-Suite executive officers and then-current Section 16 officers, the Chair of the Audit Committee of the Company’s Board of Directors and (ii) for all other persons subject to this Policy, the Company’s General Counsel. Non-public information is information that has not yet been made generally available to all investors by distribution of a press release, a public filing with the Securities and Exchange Commission or another broadly disseminated means of communication. Unless you have seen material information publicly disseminated, you should assume the information is non-public. As a general rule information is non-public until after the second trading day after the information has been generally made available to all investors by distribution of a press release, a public filing with the Securities and Exchange Commission or another broadly disseminated means of communication. If, for example, LifeVantage were to make an announcement after the close of the trading day on a Monday afternoon, you should not trade in LifeVantage securities until the
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3 beginning of the trading day on the following Thursday when the market opens. Any questions as to whether information is non-public should be directed to the Insider Trading Compliance Officer. In order to prevent misuse, material non-public information may be disclosed only within LifeVantage on a need to know basis or to LifeVantage’s designated advisors and/or attorneys involved in the specific matter or transaction. If you have material non-public information about LifeVantage or its business, you must keep this information in the highest confidence. If there are rumors that are widespread and accurate, this does not constitute public information and you will not be relieved from your obligations to treat such information as confidential. You must refrain from disclosing or discussing such information with family members, friends or acquaintances. Except for the Chief Executive Officer and the Chief Financial Officer, or another person designated in writing by either of them, no employee, officer or director of LifeVantage shall discuss the advantages or disadvantages of investing in LifeVantage with any other person or entity unless the discussion is pursuant to the disclosing individual’s responsibilities for and on behalf of LifeVantage. Any and all inquiries of or contacts with analysts or shareholders must be referred to the LifeVantage Investor Relations Contact, the Chief Executive Officer or the Chief Financial Officer. No other person is authorized to provide information to analysts. You must immediately contact the Chief Executive Officer or the Chief Financial Officer if you discover that you inadvertently disclosed information to an analyst. The unauthorized posting of material non-public information in chat-rooms, in communications with independent Consultants or via other electronic communications is expressly prohibited under this Policy. This Policy also applies to information relating to any other company, including current or prospective independent Consultants, customers, vendors or suppliers of LifeVantage obtained in the course of your employment by or service to LifeVantage. General Trading Policy This Policy applies to all officers, directors, employees and consultants of LifeVantage, as well as their family members. For purposes of this Insider Trading Policy, the term “family member” shall mean a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters- in-law, and anyone (other than domestic employees) who shares such person’s home. For clarity, certain independent Consultants are covered by this Policy. It applies to all transactions of LifeVantage securities beneficially owned by any of the above-named persons, including those securities held indirectly through any other person or entity, such as a trust, corporation, partnership, or other association. This Policy applies to any and all transactions in the common stock or any other securities (including notes, options and warrants) that LifeVantage may issue. It is the policy of LifeVantage that any of the above-named persons who possesses material non-public information about LifeVantage may not buy or sell securities of LifeVantage nor engage in any other action to take advantage of, or pass on to others, that information at any time. Prohibited Transactions Trading on Material Non-Public Information. You may not trade or otherwise engage in any transaction involving a purchase or sale of LifeVantage securities, including but not limited to,
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4 any offer to purchase or offer to sell, during any period commencing with the date that you possess the material non-public information concerning LifeVantage, and ending at the end of the second business day following the date of public disclosure of that information, or at such earlier time as such non-public information is no longer material. Tipping. You may not disclose (“tip”) material non-public information to any other person (including family members) where such information may be used by such person for his or her profit by trading in securities of the companies to which such information relates. You may not make recommendations or express opinions based on material non-public information as to trading in LifeVantage securities. No Short Sales. Because short sales represent a bet that the price of LifeVantage stock will decline, LifeVantage prohibits all persons subject to this Policy from shorting LifeVantage stock. Derivative Securities. You may not participate in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to LifeVantage securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding LifeVantage securities. Stock options, restricted stock units, restricted stock, stock appreciation rights and other securities issued pursuant to the LifeVantage benefit plans or other compensatory arrangements with LifeVantage are not subject to this prohibition. Transactions in derivative securities may reflect a short-term and speculative interest in LifeVantage securities and may create the appearance of impropriety, even where a transaction does not involve trading on material non-public information. Trading in derivatives may also focus attention on short-term performance at the expense of LifeVantage’s long-term objectives. In addition, the application of securities laws to derivatives transactions can be complex, and persons engaging in derivatives transactions run an increased risk of violating securities laws. LifeVantage also prohibits all persons subject to this Policy from acquiring any security or position which would increase in value if the price of LifeVantage stock declines, such as a put option. Any questions whether a transaction is a prohibited short sale should be directed to the appropriate Insider Trading Compliance Official. Trading Black Out Periods In order to abide by the spirit and the letter of the laws prohibiting insider trading, no officer, director or employee of the Company, together with their family members or other members of their household, may purchase or sell any securities of LifeVantage during “black out periods.” Periodic black out periods begin on the 15th day of the last month of each quarter, and end at the end of the second business day after the date of filing with the Securities and Exchange Commission of the quarterly or annual report that includes LifeVantage’s financial statements for the most recently completed fiscal quarter or fiscal year. If, for example, LifeVantage were to release results for a completed fiscal quarter on a Monday after market close, you should not trade in LifeVantage securities until the following Thursday when the market opens. LifeVantage may in its sole discretion implement other “black out periods” at other times when there is material non-public information. LifeVantage will evaluate potentially significant corporate events as they develop and will notify you when a non-standard black out period commences and is terminated.
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5 Except as discussed under the heading “Limited Exceptions” on Appendix A, this Policy, including the restrictions on trading during “black out periods,” applies to all transactions involving the securities of LifeVantage. Even if outside a black out period, you may not trade in LifeVantage securities while in possession of material non-public information. Trading in LifeVantage securities outside of a black out period should not be considered a “safe harbor,” and all persons subject to this Policy should use good judgment at all times. Pre-Clearance Procedures All directors and executive officers, together with their family members or other members of their household, are strictly prohibited from purchasing or selling any securities of LifeVantage at any time, unless they (a) have prior approval from the appropriate Insider Trading Compliance Official (or the Chief Executive Officer in the case of a proposed purchase or sale by the appropriate Insider Trading Compliance Official) or (b) are trading pursuant to an approved Rule 10b5-1 trading plan (a “Trading Plan”) that has been pre-approved by the appropriate Insider Trading Compliance Official. A purchase or sale of LifeVantage securities pursuant to a Trading Plan that complies with the requirements set forth in Appendix A hereto provides an affirmative defense against a claim that such purchase or sale violated insider trading laws (e.g., that the trade was made on the basis of material non-public information). This defense effectively serves as a safe harbor from liability for insider trading when the Trading Plan is properly structured and followed. All Trading Plans must be pre-approved by the appropriate Insider Trading Compliance Official and must comply with the requirements set forth in Appendix A hereto. A request for approval of a Trading Plan should be submitted at least five business days in advance of the date proposed for entry into such Trading Plan. A request for approval of a trade other than pursuant to an approved Trading Plan should be submitted at least two business days in advance of the proposed transaction. Such written approval will expire at the end of the fifth trading day following the date of the written approval or the beginning of the next black out period, whichever is earlier. Accordingly, individuals should not request permission to enter into a Trading Plan or to trade unless there is an intention to execute the Trading Plan or the trade immediately. The appropriate Insider Trading Compliance Official is under no obligation to approve a proposed trade or Trading Plan and may determine not to grant approval in his or her sole discretion. In the event that a trade request is denied by the appropriate Insider Trading Compliance Official or Chief Executive Officer, as the case may be, an individual may make a one-time written appeal to the Board of Directors for reconsideration. Any reconsideration decision by the Board of Directors shall be final and non-appealable. In determining whether to grant approval, the appropriate Insider Trading Compliance Official or the Board of Directors must determine that, to the best of his, her or their knowledge and judgment, the individual requesting to trade does not have knowledge of any material non-public information concerning LifeVantage and that the individual does not have access to any material non- public information. Holding Securities in Margin Accounts and Pledging Securities. You may not hold LifeVantage securities in margin accounts or pledge LifeVantage Securities as collateral for a loan without the approval of the appropriate Insider Trading Compliance Officer (or the Chief Executive
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6 Officer, in the case of proposed purchases and sales by the appropriate Insider Trading Compliance Official). Under typical margin or loan arrangements, if you fail to meet a margin call or you default on your loan, the broker or lender may be entitled to sell securities held in the margin account or pledged as collateral, as applicable, without your consent. The sale, even though not initiated at your request, is still considered a sale for your benefit. If made at a time when you are aware of material non-public information or are otherwise not permitted to trade in LifeVantage securities, the sale may result in inadvertent insider trading violations, Section 16 violations (for officers and directors), violations of this Policy and unfavorable publicity for you and LifeVantage. For these reasons, even if you are permitted to hold LifeVantage securities in margin accounts or pledge LifeVantage securities as collateral for a loan pursuant to this Policy, you should exercise caution when doing so. Potential Criminal and Civil Liability and/or Disciplinary Action Liability for Insider Trading. Engaging in transactions in securities at a time when you have knowledge of material non-public information regarding the subject company can result in penalties of up to $5,000,000 and up to twenty years in jail. Liability for Tipping. You may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom you have disclosed material non-public information regarding LifeVantage or to whom you have made recommendations or expressed opinions based on such information as to trading in LifeVantage securities. The Securities and Exchange Commission has imposed large penalties even when the disclosing person did not profit from the trading. The Securities and Exchange Commission, the stock exchanges and the Financial Industry Regulatory Authority, use sophisticated electronic surveillance techniques to uncover insider trading. Disciplinary Actions. A violation of this Policy could result in disciplinary action, which may include, in addition to other sanctions, ineligibility for future participation in LifeVantage equity incentive plans or termination of employment. Controlling Persons. As of the date of this Policy, the penalty for insider trading violations of controlling persons is a civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the insider trading violations, as well as potential criminal fines and imprisonment. Stop Transfer Order. LifeVantage may in its discretion impose or maintain stop transfer orders on securities held by subject persons during a Blackout Period. In the event you learn of any violation of this Policy, including violations by yourself (which may be inadvertent) or violations of others, you must immediately report such violation(s) to the Chief Executive Officer, the Chief Financial Officer, the General Counsel or the appropriate Insider Trading Compliance Official. Post-Termination Transactions This Policy continues to apply to your transactions in LifeVantage securities even after your employment, directorship or consulting relationship with LifeVantage has been terminated. If you
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7 are in possession of material non-public information when your employment or other such relationship terminates, you may not trade in LifeVantage securities until after the end of the second business day following the date of public disclosure of that information, or at such earlier time as such non-public information is no longer material. Additional Information - Directors and Executive Officers Directors and executive officers of LifeVantage must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”). The practical effect of these provisions is that directors and executive officers who purchase and sell LifeVantage securities within a six-month period must disgorge all profits to LifeVantage whether or not they had knowledge of any material non-public information. Under these provisions, and so long as certain other criteria are met, in most cases neither the receipt of an option under LifeVantage’s equity incentive plans, nor the exercise of that option is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16. The exercise of options by directors and executive officers, although not subject to short-swing liability, must be disclosed on a Form 4 filed within two business days after the exercise occurs. LifeVantage has provided, or will provide, separate memoranda and other appropriate materials to its executive officers and directors regarding compliance with Section 16 and its related rules. To facilitate timely reporting of transactions pursuant to Section 16 requirements, if you are subject to Section 16 reporting requirements you must provide, or must ensure that your broker provides, LifeVantage with detailed information (e.g., trade date, number of shares, exact price, etc.) regarding your transactions involving LifeVantage securities, including gifts, transfers, pledges and transactions pursuant to a trading plan, both prior to the transaction (to confirm compliance with pre-clearance procedures, if applicable) and on the date of the transaction. The obligation to file Section 16 reports, and to otherwise comply with Section 16, is personal. LifeVantage is not responsible for the failure to comply with Section 16 requirements. Additional Information and Inquiries About Insider Trading The Policy and the above restrictions are in addition to the legal requirements relating to LifeVantage securities that may otherwise apply to the directors, officers, employees and consultants of LifeVantage. Please direct your questions regarding insider trading to the appropriate Insider Trading Compliance Official. All decisions of the appropriate Insider Trading Compliance Official or the Board of Directors concerning this Policy are final and binding. Appendix A Requirements for Rule 10b5-1 Trading Plans A Rule 10b5-1 “trading plan” involving purchases or sales of LifeVantage securities must comply with the requirements of Rule 10b5-1 and must meet the following requirements:
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1. The trading plan must be in writing and signed by the person adopting the trading plan. 2. The trading plan must be adopted at a time when: · the person adopting the trading plan is not aware of any material non-public information (“MNPI”); and · there is no quarterly, special or other trading blackout in effect with respect to the person adopting the trading plan. 3. The trading plan must be entered in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 and the individual adopting the trading plan must act in good faith with respect to the plan during its duration. 4. In addition, directors and Section 16 Officers of the Company must represent in a trading plan at the time of its adoption (or modification) that (i) they are not aware of any MNPI about the Company or its securities, and (ii) they are adopting (or modifying) the trading plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. 5. The individual adopting the trading plan may not have entered into or altered a corresponding or hedging transaction or position with respect to the securities subject to the trading plan and must agree not to enter into any such transaction while the trading plan is in effect. 6. The first trade under the trading plan may not occur until • for directors and Section 16 officers of the Company, the later of (i) 90 calendar days after adoption of the trading plan, or (ii) two business days following the filing of the Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted (but in any event, no more than 120 calendar days after the adoption of the trading plan); • for all other persons, 30 days after the adoption of the trading plan. 7. The trading plan must have a minimum term of one year and a maximum term of two years (each starting from the time when trades may first occur in accordance with these requirements). There is a limitation of one single-trade plan during any consecutive 12-month period.
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8. All transactions during the term of the trading plan (except for the other “Limited Exceptions” identified in LifeVantage’s insider trading policy) must be conducted through the trading plan. 9. The trading plan cannot overlap with another Rule 10b5-1 trading plan, unless one of the following exceptions applies: • Eligible “sell-to-cover” transactions (i.e., authorizing the sale of securities as necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award where the insider doesn’t otherwise exercise control over the timing of such sales) are not considered separate plans that count against this prohibition. • A series of separate contracts with different broker-dealers that effectively function as a single trading plan are not considered overlapping plans. • Trades under an existing trading plan can continue to run during the cooling-off period for a new trading plan if the following conditions are met: (i) trading under the new trading plan may not begin until after all trades under the existing trading plan are completed or expire without execution, and (ii) the applicable cooling off period under the new trading plan, running from the date of its adoption, has been met; provided, however, if the existing trading plan is terminated early (i.e., before its scheduled completion date), then the applicable cooling-off period for the new trading plan must run from the date of the termination of the existing trading plan. 10.Regarding material modifications (where such modifications change the amount, price or timing of the purchase or sale of securities pursuant to the plan, but does not include immaterial modifications): · The trading plan may only be modified when the person modifying the trading plan is not aware of MNPI. · The trading plan may only be modified when there is no quarterly, special or other blackout in effect with respect to the person modifying the plan. · The first trade under the modified trading plan may only occur in accordance with the cooling off periods noted in item 6 above. The existing plan would
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remain in effect until the modified plan comes into effect. · The modified trading plan must have a minimum duration of one year and a maximum term of two years (each starting from the time when trades may first occur under the modified plan in accordance with these requirements). 11.A person may only modify a trading plan once in a one-year period. 12.If the person that adopted the trading plan terminates the plan prior to its stated duration, he or she may not trade in LifeVantage’s securities until the cooling off periods noted in item 6 above have been met. 13.LifeVantage must be promptly notified of any modification or termination of the trading plan, including any suspension of trading under the plan. 14.If the trading plan grants discretion to a stockbroker or other person with respect to the execution of trades under the plan: · trades made under the trading plan must be executed by someone other than the stockbroker or other person that executes trades in other securities for the person adopting the trading plan; · the person adopting the trading plan may not confer with the person administering the trading plan regarding LifeVantage or its securities; and · the person administering the trading plan must provide prompt notice to LifeVantage of the execution of a transaction pursuant to the plan. 15.All transactions under the trading plan must be in accordance with applicable law. 16.The trading plan (including any modified trading plan) must meet such other requirements as the appropriate Insider Trading Compliance Official may determine. 17.The appropriate Insider Trading Compliance Official must approve and keep a copy of each adopted trading plan. LIMITED EXCEPTIONS The following are certain limited exceptions to the restrictions imposed by LifeVantage under this Policy. Please be aware that
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even if a transaction is subject to an exception to this Policy, you will need to separately assess whether the transaction complies with applicable law. For example, even if a transaction is indicated as exempt from this Policy, you may need to comply with the “short-swing” trading restrictions under Section 16 of the Exchange Act, if applicable. You are responsible for complying with applicable law at all times. A. Transactions Pursuant to a Trading Plan that Complies with SEC Rules The Securities and Exchange Commission has enacted rules that provide an affirmative defense against alleged violations of U.S. federal insider trading laws for transactions pursuant to trading plans that meet certain requirements. In general, these rules, as set forth in Rule 10b5-1 under the Exchange Act, provide for an affirmative defense if you enter into a contract, provide instructions or adopt a written plan for trading securities when you are not aware of material non-public information. The contract, instructions or plan must (i) specify the amount, price and date of the transaction, (ii) specify an objective method for determining the amount, price and date of the transaction and/or (iii) place any subsequent discretion for determining the amount, price and date of the transaction in another person who is not, at the time of the transaction, aware of material non-public information. Transactions made pursuant to a written trading plan that (i) complies with the affirmative defense set forth in Rule 10b5-1, (ii) complies with the requirements set forth in this Appendix A and (iii) is approved by the appropriate Insider Trading Compliance Official, are not subject to the restrictions in this Policy against trades made while aware of material non-public information or to the pre clearance procedures or blackout periods established under this Policy. In approving a trading plan, the appropriate Insider Trading Compliance Official may, in furtherance of the objectives expressed in this Policy, impose criteria in addition to those set forth in Rule 10b5-1. The Securities and Exchange Commission rules regarding trading plans are complex, and you must comply with them completely for your trading plan to be effective. The description provided above is only a summary, and LifeVantage strongly advises that you consult with your personal legal advisor if you intend to adopt a trading plan. While trading plans are subject to
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LifeVantage review and approval, you are ultimately responsible for compliance with Rule 10b5-1 and this Policy. The appropriate Insider Trading Compliance Official must keep a copy of each adopted trading plan. LifeVantage may publicly disclose information regarding trading plans that you may enter (including but not limited to information required by Regulation S-K Item 408) and you, or the Company on your behalf, will identify as Rule 10b5-1 transactions as such on Form 4 and 5, if applicable. B. Receipt and Vesting of Stock Options, Restricted Stock Units, Restricted Stock and Stock Appreciation Rights The trading restrictions under this Policy do not apply to the grant or award of stock options, restricted stock units, restricted stock or stock appreciation rights issued or offered by LifeVantage. The trading restrictions under this Policy also do not apply to the vesting, cancellation or forfeiture of stock options, restricted stock units, restricted stock or stock appreciation rights in accordance with applicable plans and agreements. The trading restrictions do apply, however, to any subsequent sales of any such securities or the common stock underlying such securities, including discretionary “sell to cover taxes” for restricted stock units or “net exercises” of stock options and any other market sale for the purpose of generating cash needed to pay withholding taxes related to the settlement of restricted units or stock option exercises. C. Cash or Cashless Net Exercise of Stock Options The trading restrictions under this Policy do not apply to the exercise of stock options for cash under LifeVantage’s equity incentive plans. Likewise, the trading restrictions under this Policy do not apply to the exercise of stock options in a stock-for-stock exercise with LifeVantage or an election to have LifeVantage withhold securities to cover tax obligations in connection with an option exercise. However, the trading restrictions under this Policy do apply to (i) the sale of any securities issued upon the exercise of a stock option, (ii) a cashless exercise of a stock option through a broker, because this involves selling a portion of the underlying shares to cover the costs of exercise, and (iii) any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. D. Purchases from the Employee Stock Purchase Plan The trading restrictions in this Policy do not apply to elections with respect to participation in LifeVantage’s employee stock purchase plan or to purchases of securities under the plan. However, the trading restrictions do apply to any subsequent sales of any such securities acquired therefrom.
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E. Stock Splits, Stock Dividends and Similar Transactions The trading restrictions under this Policy do not apply to a change in the number of securities held as a result of a stock split or stock dividend applying equally to all securities of a class, or similar transactions. F. Bona Fide Gifts and Inheritance The trading restrictions under this Policy do not apply to bona fide gifts involving LifeVantage securities or transfers by will or the laws of descent and distribution. However, (i) if you have reason to believe that the recipient intends to sell Company securities while you are aware of material nonpublic information or, (ii) if (A) you are subject to the trading restrictions specified above under the heading “Trading Blackout Periods,” and (B) you have reason to believe that the recipient intends to sell Company securities during a blackout period, then the trading restrictions apply. In addition, the trading restrictions under this Policy do apply to the sale of any gifted or inherited securities if the recipient, for example, an immediate family member, is subject to this Policy. In other words, you cannot use a gift to conduct a transaction that otherwise would be prohibited under this Policy. G. Change in Form of Ownership Transactions that involve merely a change in the form in which you own securities are not subject to the trading restrictions under this Policy. For example, you may transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime. H. Other Exceptions Any other exception from this Policy must be approved by the appropriate Insider Trading Compliance Official, in consultation with the Board of Directors or an independent committee of the Board of Directors.
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https://www.sec.gov/Archives/edgar/data/849146/000084914625000068/ex211listofsubsidiaries063.htm 1/1 Exhibit 21.1 SUBSIDIARIES OF LIFEVANTAGE CORPORATION Set forth below is a list of all subsidiaries of LifeVantage Corporation, a Delaware corporation, and the state or country of incorporation of each as of June 30, 2026. Name State or Country of IncorporationImportadora LifeVantage S. de R.L. de C.V. MexicoLFVN Malaysia SDN. BHD. MalaysiaLifeLine Nutraceuticals Corporation ColoradoLifeVantage Asia Pte. Ltd. SingaporeLifeVantage Australia Pty. Ltd. AustraliaLifeVantage Canada Ltd. CanadaLifeVantage de Mexico S. de R.L. de C.V. MexicoLifeVantage Hong Kong Limited Hong KongLifeVantage Japan Kabushiki Kaisha (KK) JapanLifeVantage Netherlands B.V. NetherlandsLifeVantage New Zealand Limited New ZealandLifeVantage Singapore Pte. Ltd. SingaporeLifeVantage Taiwan Pte. Ltd. TaiwanLifeVantage Thailand Company Limited ThailandLifeVantage UK Limited United KingdomProtandum Philippines Corporation PhilippinesPuyoujian (Guangzhou) Technology Co., Ltd. China
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Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-252013, 333- 228627, 333-216957, 333 200363, 333- 183461, 333-175104, 333-158704, 333-144247, 333- 281823, 333-283380, and 333-291521 on Form S-8, and Registration Statement No. 333- 294183 on Form S-3 of our report dated August 27, 2026, relating to the financial statements of LifeVantage Corporation and the effectiveness of LifeVantage Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of LifeVantage Corporation for the year ended June 30, 2026. /s/ Deloitte & Touche, LLP Salt Lake City, Utah August 27, 2026
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EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Terrence Moorehead, certify that: 1. I have reviewed this Annual Report on Form 10-K of LifeVantage Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. August 27, 2026 /s/ Terrence Moorehead Terrence Moorehead President & Chief Executive Officer (Principal Executive Officer)
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EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Carl A. Aure, certify that: 1. I have reviewed this Annual Report on Form 10-K of LifeVantage Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. August 27, 2026 /s/ Carl A. Aure Carl A. Aure Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of this annual report on Form 10-K of LifeVantage Corporation (the “Company”) for the period ended June 30, 2026, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terrence Moorehead, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 27, 2026 /s/ Terrence Moorehead Terrence Moorehead President & Chief Executive Officer (Principal Executive Officer)
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EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of this annual report on Form 10-K of LifeVantage Corporation (the “Company”) for the period ended June 30, 2026, with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl A. Aure, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 27, 2026 /s/ Carl A. Aure Carl A. Aure Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)