Lifevantage Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2025

FOR THE TRANSITION PERIOD FROM TO

Commission file number:001-35647

LIFEVANTAGE CORP ORATION

(Exact name of Registrant as specified in its charter)

(801)432-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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 (§232.405 of this chapter) 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

The number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, as of February 3, 2026 was 12,793,359.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, in particular “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the information incorporated by reference herein contains “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). 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 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;

•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.

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.

LIFEVANTAGE CORPORATION

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