Lifevantage Corp

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes of LifeVantage Corporation (“LifeVantage” or the “Company”) as of and for the year ended June 30, 2025 included in the annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 4, 2025.

Note 1 —Organization and Basis of Presentation

LifeVantage 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, Japan, Australia, Hong Kong, Canada, Thailand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New Zealand, Singapore, and Iceland. 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, pre- and pro-biotics, 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+, and Daily Wellness, and PhysIQ™ Fat Burn and Prebiotic 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 energy drink mixes; and LoveBiome® P84, a dietary supplement acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health.

The condensed consolidated financial statements included herein have been prepared by the Company’s management, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, these interim financial statements include all adjustments that are considered necessary for a fair presentation of its financial position as of December 31, 2025, and the results of operations for the three and six months ended December 31, 2025 and 2024, and the cash flows for the six months ended December 31, 2025 and 2024. Interim results are not necessarily indicative of results for a full year or for any future period.

The condensed consolidated financial statements and notes included herein are presented as required by Form 10-Q, and do not contain certain information included in the Company’s audited financial statements and notes for the fiscal year ended June 30, 2025, pursuant to the rules and regulations of the SEC. For further information, refer to the financial statements and notes thereto as of and for the year ended June 30, 2025, and included in the annual report on Form 10-K on file with the SEC.

Note 2 —Summary of Significant Accounting Policies

Consolidation

The condensed 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 condensed 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, share-based compensation, and loss contingencies.

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 condensed consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the condensed consolidated statements of operations and comprehensive income. For the three months ended December 31, 2025 and 2024, net foreign currency losses of approximately $32,000 and $0.5 million, respectively, are recorded in other expense, net. For thesix months ended December 31, 2025 and 2024, net foreign currency losses of approximately $0.2 million and $0.5 million, respectively, are recorded in other expense, net.

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 ofsuch risk. Financial instruments with significant credit risk include cash and investments. At December 31, 2025, the Company had $7.8 million in cash accounts at one financial institution and $2.4 million inaccounts 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 inaccounts at other financial institutions. As of December 31, 2025 and June 30, 2025, and during the periods then ended, the Company’s cash balances exceeded federally insured limits.

Accounts Receivable

The Company’s accounts receivable as of December 31, 2025 and June 30, 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 December 31, 2025 and June 30, 2025 is not necessary. No bad debt expense was recorded during the three and six months ended December 31, 2025 and 2024.

Inventory

As of December 31, 2025 and June 30, 2025, inventory consisted of (in thousands):

Inventories are carried at the lower of cost or net realizable value, using the first-in, first-out method, which includes a reduction in inventory valuesof $2.9 millionand $0.5 million at December 31, 2025 and June 30, 2025, respectively, related to obsolete and slow-moving inventory.

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.

Revenue Recognition

Revenue is recognized when control of the promised goods or services is 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-added, 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+, and Daily Wellness, PhysIQ™ Fat Burn and Prebiotic dietary supplements, TrueScience® skin and hair care products and Liquid Collagen, Petandim®, its companion pet supplement formulated to combat oxidative stress in dogs, AXIO® 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. The Company ships most of its product directly to the consumer 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.

Contract liabilities, recorded as deferred revenue, include loyalty program credit deferrals with certain customers which are accounted for as a reduction in the transaction price and are generally recognized as credits which are redeemed for additional products at a later date. The Company also records deferred revenue when cash payments are received or due in advance of performance, including amounts that are refundable. In addition, 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 was $0.7 million and $0.7 million as of December 31, 2025 and June 30, 2025, respectively. The contract liabilities impact to revenue for the three months ended December 31, 2025 and 2024 was an increase of $33,000 and a decrease of $0.3 million, respectively. The contract liabilities impact to revenue for thesix months ended December 31, 2025 and 2024 was an increase of $24,000 and a decrease of $0.5 million, respectively.

Estimated returns are recorded when a product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for a 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 December 31, 2025 and June 30, 2025, the returns liability reserve, net was$0.2 million and $0.2 million, respectively.

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.

Research and Development Costs

The Company expenses all costs related to research and development activities, as incurred. Research and development expenses for the three months ended December 31, 2025 and 2024 were $0.2 million and $0.2 million, respectively. Research and development expenses for thesix months ended December 31, 2025 and 2024 were $0.6 million and $0.5 million, respectively.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.

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 sust ained 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.

For thethree months ended December 31, 2025 and 2024, the Company recognized income tax expense of $0.2 million and $0.5 million, respectively. For thesix months ended December 31, 2025 and 2024, the Company recognized income tax expense of $0.3 million and $1.3 million, respectively. Tax expenses are reflective of the Company’s current estimated federal, state and foreign effective tax rate. Realization of deferred tax assets is dependent upon future earnings in specific tax jurisdictions, the timing and amount of which are uncertain.

Income Per Share

Basic income per common share is computed by dividing the 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 three months ended December 31, 2025 and 2024, the effects of approximately 0.2 million and 0.1 million 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. For thesix months ended December 31, 2025 and 2024, the effects of approximately 0.2 million and 0.1 million 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.

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):

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, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

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 will transition 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 —Leases

The Company has operating leases for current corporate offices and certain equipment. These leases have remaining terms of appro ximatelyone tosix years. As of December 31, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.63 years and 3.24%, 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.

For the three months ended December 31, 2025 and 2024, operating lease expense was $0.5 million and $0.5 million, respectively. For the six months ended December 31, 2025 and 2024, operating lease expense was $0.9 million and $1.0 million, respectively. The components of lease expense for the three and six months ended December 31, 2025 and 2024, were as follows (in thousands):

Supplemental cash flow information related to operating leases was as follows (in thousands):

Maturity of lease liabilities at December 31, 2025 are as follows (in thousands):

Note 4 —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 the proceeds of the credit 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 December 31, 2025, the effective interest rate is 5.87%.

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.

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 December 31, 2025, the Company was in compliance with its financial covenants under the 2024 Credit Facility. As of December 31, 2025, there wasno balance outstanding on the 2024 Credit Facility.

Note 5 —Stockholders’ Equity

During thethree months ended December 31, 2025 and 2024, the Company issued 0.1 million and 0.1 million shares of common stock, respectively, under Company stock plans. During thethree months ended December 31, 2025 and 2024, the Company issued zero shares of common stock upon the exercise of stock options. During thethree months ended December 31, 2025 and 2024,18,000 and 0.1 million shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting of equity awards.

During thesix months ended December 31, 2025 and 2024, the Company issued 0.7 million and 0.3 million shares of common stock, respectively, under Company stock plans. During thesix months ended December 31, 2025 and 2024, the Company issued zero shares of common stock upon the exercise of stock options. During thesix months ended December 31, 2025 and 2024,0.3 million and 0.1 million shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting of equity awards.

On February 17, 2022, the Company’s board of directors (the“Board of Directors”) approved anamendment to its then-existing share repurchase program to increase the authorized share repurchase amount from $35.0 million to $60.0 million. On June 12, 2023, the Board of Directors approved an amendment to extend the duration of the repurchase program period to December 31, 2026. During thethree and six months ended December 31, 2025, the Company purchased zero and 44,000 shares of common stock at an aggregate price ofzero and $0.6 million, respectively, under this repurchase program. During thethree and six months ended December 31, 2024, the Company purchased zero and 0.1 million shares of common stock at an aggregate price ofzero and $1.1 million under this repurchase program. At December 31, 2025, there was $16.7 million remaining under this repurchase program.

On August 30, 2023, the Board of Directors approved a stockholder rights agreement (the “Rights Plan”) and declared a dividend ofone right for each outstanding share of common stock to stockholders of record on September 11, 2023. Each right entitled holders to purchaseone 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 acquires 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 issuance of preferred stock. However, as of December 31, 2025, none have been issued nor have any rights or preferences been assigned to the preferred stock by the Board of Directors.

Dividends

In August 2025, the Board of Directors declared a quarterly cash dividend of $0.045 per share of common stock that was paid on September 16, 2025 to stockholders of record on September 8, 2025. In November 2025, the Board of Directors declared a quarterly cash dividend of$0.045 per share of common stock that was paid on December 15, 2025 to stockholders of record on December 1, 2025. Cash dividends for the three and six months ended December 31, 2025 totaled $0.6 million and $1.1 million, respectively. Cash dividends for the three and six months ended December 31, 2024 totaled $0.5 million and $1.0 million, or $0.04 and$0.08 per share of common stock, respectively.

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 6 —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 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 December 31, 2025, an aggregate of 5,505,000 shares of the Company’s common stock were authorized to be issued under the 2017 Plan in connection with the grant of awards, 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 December 31, 2025, 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 athree-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 generallyten years.

Employee Stock Purchase Plan

General. The Company’s 2019 ESPP was adopted by the Board of Directors in September 2018 and the Company’s stockholders approved it 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 December 31, 2025,0.4 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 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 successivesix-month offering periods, which will begin each year on March 1 and September 1.

During thesix months ended December 31, 2025 and 2024, approximately 13,000 and 22,000 shares of common stock were issued under the 2019 ESPP, respectively.

For thethree months ended December 31, 2025 and 2024, compensation of $0.6 million and $1.7 million, respectively, was reflected as an increase to additional paid-in capital, all of which was employee related. For thesix months ended December 31, 2025 and 2024, compensation of $1.4 million and $2.6 million, respectively, was reflected as an increase to additional paid-in capital, all of which was employee related.

Note 7 —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.

The following table presents the Company’s segment revenue and expenses and segment net income for thethree and six months ended December 31, 2025 and 2024(in thousands):

(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):

The Company has identified two major markets with revenues exceeding 10% of consolidated total revenue: the United States and Japan. There are 16 other markets, 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):

Major Products

The Company’s revenue for the three months ended December 31, 2025 and 2024 is largely attributed tothree product lines: Protandim®, TrueScience®, and LifeVantage®. On a combined basis, these three product lines represent approximately 78.1% and 90.4% of the Company’s total net revenue for the three months ended December 31, 2025 and 2024, respectively.

The Company’s revenue for the six months ended December 31, 2025 and 2024 is largely attributed tothree product lines: Protandim®, TrueScience®, and LifeVantage®. On a combined basis, these three product lines represent approximately 82.1% and 88.8% of the Company’s total net revenue for the six months ended December 31, 2025 and 2024, respectively.

The following table shows revenue by product line for the three months ended December 31, 2025 and 2024 (in thousands):

(1) Other revenue includes shipping and handling revenue, event related revenue, and other revenues impracticable to allocate to a specific product line.

Note 8 —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 December 31, 2025, 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 9 —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 information included herein is based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by the Company, including but not limited to, the fair value accounting.

The Company has made a provisional 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 preliminary purchase price allocations relating to the business combination (in thousands):

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.

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 $472,000 and $50,000 was recorded to deferred taxes as of December 31, 2025.

During thethree months ended December 31, 2025, the Company recorded a change in fair value of the estimated earnout consideration to be achieved (as a result of lower than forecasted revenue performance). This change in estimate resulted in a reversal of $0.3 million and is recorded in selling, general, and administrative expenses. As of December 31, 2025, the total estimated earnout was $0.2 million.

During the three and six months ended December 31, 2025, the Company incurred approximately $34,000 and $0.2 million, respectively, 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:

(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 distributor 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 $0.1 million for thethree and six months ended December 31, 2025.

Total revenue and net income of LoveBiome from the date of acquisition to December 31, 2025 were not material to the Company’s consolidated financial statements.