Lifevantage Corp

Previous wording

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 aswell 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, pre- and pro-biotics, 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.

Current wording

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, pre- and pro-biotics, 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.

Previous wording

The success and growth of our business is primarily based on the effectiveness of our independent consultants to attract andretain 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:

Current wording

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:

Previous wording

•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+, and Daily Wellness, our PhysIQ™ Fat Burn and Prebiotic dietary supplements, our TrueScience® line of skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, our nootropic energy drink mixes; and LoveBiome® P84, a dietary supplement acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health.

Current wording

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+, and Daily Wellness, our PhysIQ™ Fat Burn and Prebiotic dietary supplements, our TrueScience® line of skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, our nootropic energy drink mixes; and LoveBiome® P84 and PhytoPower B, dietary supplements acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health.

Previous wording

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+, and Daily Wellness; the PhysIQ Fat Burn and Prebiotic dietary supplements; the TrueScience®line of skin and hair care products and Liquid Collagen; the Petandim®companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, our nootropic energy drink mixes; and LoveBiome® P84, a dietary supplement acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health. 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.

Current wording

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+, and Daily Wellness; the PhysIQ Fat Burn and Prebiotic dietary supplements; the TrueScience®line of skin and hair care products and Liquid Collagen; the Petandim®companion pet supplement formulated to combat oxidative stress in dogs; AXIO®, our nootropic energy drink mixes; and LoveBiome® P84 and PhytoPower B, dietary supplements acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health. 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.

Previous wording

LoveBiome® P84 is a dietary supplement acquired pursuant to the purchase of LoveBiome’s critical assets formulated to activate 14 key peptides that regulate, repair, and restore gut health.

Current wording

LoveBiome® P84 is a dietary supplement formulated to activate 14 key peptides that regulate, repair, and restore gut health. PhytoPower B is a dietary supplement formulated to slow carb-to-sugar conversion and support healthy metabolism.

Previous wording

We currently have additional products in development and additional product offerings that come with our acquisition of LoveBiome’s critical assets in October 2025. Any delays or difficulties in intr oducing 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.

Current wording

We currently have additional products in development and additional product offerings that come with our acquisition of LoveBiome’s critical assets in October 2025. 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.

Previous wording

On March 1, 2023, we launched a new compensation plan for our independent consultants in the United States, Japan, Australia, and New Zealand markets. We refer to this compensation plan as our Evolve Compensation Plan. On February 1, 2024, we launched the Evolve Compensation Plan in the Canada, Mexico, and Europe markets. On November 1, 2024, we launched an optimized version of the Evolve Compensation Plan in the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe markets. On March 1, 2025, we launched the Evolve Compensation Plan in other markets, including Taiwan, Hong Kong, and Singapore. In September 2025, the Company launched Iceland with the Evolve Compensation Plan and plans to do the same in any new markets.

Current wording

On March 1, 2023, we launched a new compensation plan for our independent consultants in the United States, Japan, Australia, and New Zealand markets. We refer to this compensation plan as our Evolve Compensation Plan. On February 1, 2024, we launched the Evolve Compensation Plan in the Canada, Mexico, and Europe markets. On November 1, 2024, we launched an optimized version of the Evolve Compensation Plan in the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe markets. On March 1, 2025, we launched the Evolve Compensation Plan in other markets, including Taiwan, Hong Kong, and Singapore. In September 2025, we launched Iceland with the Evolve Compensation Plan and plan to do the same in any new markets.

Previous wording

Revenue. We generated net revenue of $48.9 million and $67.8 million during the three months ended December 31, 2025 and 2024, respectively. We generated net revenue of $96.5 million and $115.0 million during thesix months ended December 31, 2025 and 2024, respectively. The decrease in revenue for the three and six months ended December 31, 2025 was primarily driven by declines in sales of our MindBody GLP-1 System™. Total sales of our MindBody GLP-1 System™decreased $16.2 million and $10.6 million during the three and six months ended December 31, 2025, respectively. The decline in sales of our MindBody GLP-1 System™ during the three months ended December 31, 2025 were slightly offset by sales of the LoveBiome product line, which we acquired in October 2025. Foreign currency fluctuations positively impacted our revenue by $0.2 million, or 0.3%, during the three months ended December 31, 2025. Foreign currency fluctuations positively impacted our revenue by $0.4 million, or 0.3%, during thesix months ended December 31, 2025.

Current wording

Revenue. We generated net revenue of $43.7 million and $58.4 million during the three months ended March 31, 2026 and 2025, respectively. We generated net revenue of $140.2 million and $173.4 million during the nine months ended March 31, 2026 and 2025, respectively. The decrease in revenue for the three and nine months ended March 31, 2026 was primarily driven by declines in sales of our MindBody GLP-1 System®. Total sales of our MindBody GLP-1 System®decreased $9.6 million and $20.1 million during the three and nine months ended March 31, 2026, respectively. The decline in sales of our MindBody GLP-1 System® during the three months ended March 31, 2026 was slightly offset by sales of the LoveBiome product line, which we acquired in October 2025.

Previous wording

Americas. The following table sets forth revenue for the three and six months ended December 31, 2025 and 2024 for the Americas region (in thousands):

Current wording

Americas. The following table sets forth revenue for the three and nine months ended March 31, 2026 and 2025 for the Americas region (in thousands):

Previous wording

December 31, 2025 was primarily driven by decreased sales of our MindBody GLP-1 System™and reductions in our total Active Accounts which decreased 25.2% compared to the prior year period.

Current wording

Revenue in the Americas region for the three and nine months ended March 31, 2026 decreased $13.9 million, or 28.9%, and $32.2 million or 22.7%, respectively, from the prior year periods. The decrease in revenue for the three and nine months ended March 31, 2026 was primarily driven by decreased sales of our MindBody GLP-1 System®of $8.7 million and $17.4 million, respectively, and reductions in our total Active Accounts which decreased 25.7% compared to the prior year period.

Previous wording

Asia/Pacific & Europe. The following table sets forth revenue for the three and six months ended December 31, 2025 and 2024 for the Asia/Pacific & Europe region and its principal markets (in thousands):

Current wording

Asia/Pacific & Europe. The following table sets forth revenue for the three and nine months ended March 31, 2026 and 2025 for the Asia/Pacific & Europe region and its principal markets (in thousands):

Previous wording

Revenue in the Asia/Pacific & Europe region decreased $0.2 million, or 2.1%, and $0.2 million, or 0.8%, for the three and six months ended December 31, 2025, as compared to the prior year periods, respectively. Total Active Accounts in the region decreased 6.5% compared to the prior year period. In March 2025, we launched our MindBody GLP-1 System™ in Japan and exclusively to our independent consultants in Australia, New Zealand, Europe, United Kingdom, Mexico and Thailand. Revenue within the Asia/Pacific & Europe region from our MindBody GLP-1 System™ was $0.8 million and $2.0 million forthe three and six months ended December 31, 2025, respectively. Decreases in total Active Accounts and sales throughout our other product lines contributed to an overall declines in sales for the respective periods.

Current wording

Revenue in the Asia/Pacific & Europe region decreased $0.8 million, or 7.7%, and $1.0 million, or 3.1%, for the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods. Total Active Accounts in the region decreased 9.7% compared to the prior year period. In March 2025, we launched our MindBody GLP-1 System® in Japan and exclusively to our independent consultants in Australia, New Zealand, Europe, United Kingdom, Mexico and Thailand. Revenue within the Asia/Pacific & Europe region from our MindBody GLP-1 System® was $0.9 million and $2.7 million for the three and nine months ended March 31, 2026, respectively. Decreases in total Active Accounts and sales throughout our other product lines contributed to an overall decline in sales for the respective periods.

Previous wording

Overall, revenue in the Asia/Pacific & Europe region was positively impacted by foreign currency exchange rate fluctuations of approximately $0.1 million, or 1.0%, and$0.3 million, or 1.4%, during the three and six months ended December 31, 2025, respectively, as compared to the prior year periods. Revenue in Japan was negatively impacted by foreign exchange rate fluctuations in the amount of approximately $0.1 million, or 1.1%, and $17,000 or 0.1%, during the three and six months ended December 31, 2025, respectively, as compared to the prior year periods. On a constant currency basis, revenue in Japan increased 0.8% and 1.67%for the three and six months ended December 31, 2025, respectively, as compared to the prior year periods. The increase in revenue on a constant currency basis in Japan during three and six months ended December 31, 2025 was due the launch of our MindBody GLP-1 System™in March 2025.

Current wording

Overall, revenue in the Asia/Pacific & Europe region was positively impacted by foreign currency exchange rate fluctuations of approximately $0.1 million, or 1.2%, and $0.4 million, or 1.3%, during the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods. Revenue in Japan was negatively impacted by foreign exchange rate fluctuations in the amount of approximately $0.2 million, or 2.8%, and $0.2 million or 1.1%, during the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods. On a constant currency basis, revenue in Japan decreased 7.5% and 1.4% for the three and nine months ended March 31, 2026, respectively, as compared to the prior year periods. The decrease in revenue on a constant currency basis in Japan during three and nine months ended March 31, 2026 was due to decreases in total Active Accounts during the respective periods.

Previous wording

Globally, our sales and marketing efforts continue to be directed toward strengthening our core business through our fiscal year initiatives and building our worldwide sales. We plan to continue the refinement and expansion of our product offerings internationally, including our MindBody GLP-1 System™ and LoveBiome® product lines during the remainder of fiscal year 2026 and beyond.

Current wording

Globally, our sales and marketing efforts continue to be directed toward strengthening our core business through our fiscal year initiatives and building our worldwide sales. We plan to continue the refinement and expansion of our product offerings internationally during the remainder of fiscal year 2026 and beyond.

Previous wording

Cost of Sales. Cost of sales were $12.7 million and $13.2 million for the three months ended December 31, 2025 and 2024, respectively, resulting in gross profit percentages of 74.0% and 80.5%, respectively. Cost of sales were $22.5 million and $22.7 million for thesix months ended December 31, 2025 and 2024, respectively, resulting in gross profit percentages of 76.7% and 80.3%, respectively. The increase in cost of sales as a percentage of revenue is primarily due to increases in inventory obsolescence costs related to our MindBody GLP-1 System™ of $2.4 million along with increases in shipping and warehouse expenses during the three and six months ended December 31, 2025.

Current wording

Cost of Sales. Cost of sales were $9.2 million and $11.1 million for the three months ended March 31, 2026 and 2025, respectively, resulting in gross profit percentages of 79.0% and 81.0%, respectively. Cost of sales were $31.6 million and $33.8 million for the nine months ended March 31, 2026 and 2025, respectively, resulting in gross profit percentages of 77.4% and 80.5%, respectively. The increase in cost of sales as a percentage of revenue is primarily due to increases in inventory obsolescence costs related to our MindBody GLP-1 System® of $0.2 and $2.6 million, along with increases in shipping and warehouse expenses during the three and three and nine months ended March 31, 2026, respectively.

Previous wording

Commissions and Incentives. Commissions and incentives expenses during the three months ended December 31, 2025 were $19.9 million, or 40.7% of revenue, as compared to $32.5 million, or 48.0% of revenue, for the three months ended December 31, 2024. Commissions and incentives expenses during thesix months ended December 31, 2025 were $40.6 million, or 42.1% of revenue, as compared to $52.8 million, or 45.9% of revenue, for thesix months ended December 31, 2024. The decrease in commissions and incentives expenses as a percentage of revenue compared to the prior year periods is primarily due to the timing and magnitude of promotional and incentive programs and changes to the mix of customers and independent consultants in our overall Active Accounts.

Current wording

Commissions and Incentives. Commissions and incentives expenses during the three months ended March 31, 2026 were $19.0 million, or 43.5% of revenue, as compared to $26.2 million, or 44.8% of revenue, for the three months ended March 31, 2025. Commissions and incentives expenses during the nine months ended March 31, 2026 were $59.6 million, or 42.5% of revenue, as compared to $79.0 million, or 45.6% of revenue, for the nine months ended March 31, 2025. The decrease in commissions and incentives expenses as a percentage of revenue compared to the prior year periods is primarily due to the timing and magnitude of promotional and incentive programs and changes to the mix of customers and independent consultants in our overall Active Accounts.

Previous wording

Selling, General and Administrative. Selling, general and administrative expenses during the three months ended December 31, 2025 were $15.8 million, or 32.3% of revenue, as compared to $18.6 million, or 27.5% of revenue, for the three months ended December 31, 2024. Selling, general and administrative expenses during the six months ended December 31, 2025 were $30.7 million, or 31.8% of revenue, as compared to $33.5 million, or 29.1% of revenue, for the six months ended December 31, 2024. The increase in selling, general and administrative expenses as a percentage of revenue during the three and six months ended December 31, 2025 compared to the prior year periods is primarily due to overall decreases in sales for the comparable periods.

Current wording

Selling, General and Administrative. Selling, general and administrative expenses during the three months ended March 31, 2026 were $13.9 million, or 31.7% of revenue, as compared to $17.1 million, or 29.2% of revenue, for the three months ended March 31, 2025. Selling, general and administrative expenses during the nine months ended March 31, 2026 were $44.5 million, or 31.8% of revenue, as compared to $50.5 million, or 29.1% of revenue, for the nine months ended March 31, 2025. The increase in selling, general and administrative expenses as a percentage of revenue during the three and nine months ended March 31, 2026 compared to the prior year periods is primarily due to overall decreases in sales for the comparable periods.

Previous wording

Total Other Income (Expense). During thethree months ended December 31, 2025 we recognized total net other expense of$14,000 as compared to$0.3 million for thethree months ended December 31, 2024. During thesix months ended December 31, 2025 we recognized total net other expense of$41,000 as compared to$0.3 million for thesix months ended December 31, 2024. Total net other income (expense) for the three and six months ended December 31, 2025 and 2024 consisted primarily of interest income, offset by foreign currency gains and losses.

Current wording

Total Other Income (Expense). During the three months ended March 31, 2026 we recognized total net other expense of $22,000 as compared to total net other income of $0.1 million for the three months ended March 31, 2025. During the nine months ended March 31, 2026 we recognized total net other expense of $0.1 million as compared to $0.2 million for the nine months ended March 31, 2025. Total net other income (expense) for the three and nine months ended March 31, 2026 and 2025 consisted primarily of interest income, offset by foreign currency gains and losses.

Previous wording

Income Tax Expense. We recognized income tax expense of $0.2 million and $0.3 million for the three and six months ended December 31, 2025, as compared to an income tax expense of $0.5 million and $1.3 million for the three and six months ended December 31, 2024. The effective tax rate for the three and six months ended December 31, 2025 was 41.6% and 10.5%, respectively, compared to 17.4% and 22.8% for the three and six months ended December 31, 2024, respectively.

Current wording

Income Tax Expense. We recognized income tax expense of $0.3 million and $0.6 million for the three and nine months ended March 31, 2026, respectively, as compared to $0.7 million and $2.0 million for the three and nine months ended March 31, 2025, respectively. The effective tax rate for the three and nine months ended March 31, 2026 was 17.8% and 13.2%, respectively, compared to 17.0% and 20.3% for the three and nine months ended March 31, 2025, respectively.

Previous wording

The change in the effective tax rate for the three and six months ended December 31, 2025 compared to the prior year periods was primarily due to changes in taxable income and the impact of discrete items.

Current wording

The change in the effective tax rate for the three and three and nine months ended March 31, 2026 compared to the prior year periods was primarily due to changes in taxable income and the impact of discrete items.

Previous wording

As of December 31, 2025, our available liquidity was $10.2 million, which consisted of available cash and cash equivalents. This represents a decrease of $10.0 million from the $20.2 million in cash and cash equivalents as of June 30, 2025.

Current wording

As of March 31, 2026, our available liquidity was $12.5 million, which consisted of available cash and cash equivalents. This represents a decrease of $7.7 million from the $20.2 million in cash and cash equivalents as of June 30, 2025.

Previous wording

During the six months ended December 31, 2025, our net cash provided by operating activities was $0.5 million as compared to $8.6 million during the six months ended December 31, 2024. The decrease in cash provided by operating activities is primarily related to the payment of employee related incentive compensation and incentive trip expenses during the six months ended December 31, 2025, previously accrued at June 30, 2025.

Current wording

During the nine months ended March 31, 2026, our net cash provided by operating activities was $5.5 million as compared to $10.8 million during the nine months ended March 31, 2025. The decrease in cash provided by operating activities is primarily related to the payment of employee related incentive compensation and incentive trip expenses during the nine months ended March 31, 2026, previously accrued at June 30, 2025.

Previous wording

During the six months ended December 31, 2025, our net cash used in investing activities was $5.3 million, as a result of the acquisition of LoveBiome in October 2025 and the purchase of fixed assets. During the six months ended December 31, 2024, our net cash used in investing activities was $0.8 million, as a result of the purchase of fixed assets.

Current wording

During the nine months ended March 31, 2026, our net cash used in investing activities was $6.3 million, as a result of the acquisition of LoveBiome in October 2025 and the purchase of fixed assets. During the nine months ended March 31, 2025, our net cash used in investing activities was $1.2 million, as a result of the purchase of fixed assets.

Previous wording

Cash used in financing activities during the six months ended December 31, 2025 was $5.0 million as a result of our payment of cash dividends, repurchases of common stock, and shares purchased as payment of tax withholding upon vesting of equity awards, partially offset by proceeds from stock issued under our 2019 Employee Stock Purchase Plan (as amended, the “2019 ESPP”). Cash used in financing activities during the six months ended December 31, 2024 was $3.2 million as a result of our payment of cash dividends, the repurchase of common stock, and shares purchased as payment of taxwithholding upon vesting of equity awards, partially offset by proceeds from stock issued under our 2019 ESPP and stock option exercises.

Current wording

Cash used in financing activities during the nine months ended March 31, 2026 was $6.6 million as a result of our payment of cash dividends, repurchases of common stock, and shares purchased as payment of tax withholding upon vesting of equity awards, partially offset by proceeds from stock issued under our 2019 Employee Stock Purchase Plan (as amended, the “2019 ESPP”). Cash used in financing activities during the nine months ended March 31, 2025 was $4.4 million as a result of our payment of cash dividends, the repurchase of common stock, and shares purchased as payment of tax withholding upon vesting of equity awards, partially offset by proceeds from stock issued under our 2019 ESPP and stock option exercises.

Previous wording

At December 31, 2025 and June 30, 2025, the total amount of our foreign subsidiary cashwas $5.3 millionand $6.4 million, respectively. The federal tax reform legislation that was passed into law during December 2017 enacted a 100% dividend deduction for greater than 10% owned foreign corporations. Therefore, in the future, if needed, we expect to be able to repatriate cash from foreign subsidiaries without paying additional U.S. taxes.

Current wording

At March 31, 2026 and June 30, 2025, the total amount of our foreign subsidiary cash was $6.1 million and $6.4 million, respectively. The federal tax reform legislation that was passed into law during December 2017 enacted a 100% dividend deduction for greater than 10% owned foreign corporations. Therefore, in the future, if needed, we expect to be able to repatriate cash from foreign subsidiaries without paying additional U.S. taxes.

Previous wording

At December 31, 2025, we had working capital (current assets minus current liabilities) of $19.5 million, compared to working capital of $23.7 million at June 30, 2025. 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 needs. 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 (as defined below), provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million. We would also consider realigning our strategic plans including a reduction in capital spending and expenses.

Current wording

At March 31, 2026, we had working capital (current assets minus current liabilities) of $19.2 million, compared to working capital of $23.7 million at June 30, 2025. 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 needs. 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 (as defined below), provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million. We would also consider realigning our strategic plans including a reduction in capital spending and expenses.