lfvn-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

Form 10-Q

________________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2025


☐			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)						(IRS 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

________________________________________________________________________________

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.


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 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

INDEX



		PAGE
PART I. Financial Information		5
Item 1.	Financial Statements:	5
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)	6
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited)	7
	Condensed Consolidated Statements of Cash Flows (unaudited)	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II. Other Information		30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

PART I. Financial Information

Item 1. Financial Statements

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	December 31, 2025		June 30, 2025
(In thousands, except per share data)
ASSETS
Current assets
Cash and cash equivalents	$	10,181	$	20,201
Accounts receivable	2,256		3,294
Income tax receivable	2,726		635
Inventory, net	18,978		20,669

Prepaid expenses and other	4,416		6,095
Total current assets	38,557		50,894

Property and equipment, net	6,426		6,207
Right-of-use assets	7,274		8,041
Intangible assets, net	3,316		245
Goodwill	472		—
Deferred income tax asset	4,514		5,970

Other long-term assets	610		601
TOTAL ASSETS	$	61,169	$	71,958

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,891	$	4,600
Commissions payable	5,519		7,237



Lease liabilities	1,891		1,867
Other accrued expenses	6,712		13,513

Total current liabilities	19,013		27,217





Long-term lease liabilities	8,800		9,811
Other long-term liabilities	369		289
Total liabilities	28,182		37,317
Commitments and contingencies - Note 7
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 12,787 and 12,429 issued and outstanding as of December 31, 2025 and June 30, 2025, respectively	1		1
Additional paid-in capital	138,041		139,962
Accumulated deficit	(103,441)		(104,147)
Accumulated other comprehensive loss	(1,614)		(1,175)
Total stockholders’ equity	32,987		34,641
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	61,169	$	71,958

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
(In thousands, except per share data)
Revenue, net	$	48,931	$	67,762	$	96,493	$	114,976
Cost of sales	12,722		13,195		22,467		22,686
Gross profit	36,209		54,567		74,026		92,290
Operating expenses:
Commissions and incentives	19,895		32,525		40,590		52,830
Selling, general and administrative	15,827		18,614		30,680		33,462


Total operating expenses	35,722		51,139		71,270		86,292
Operating income	487		3,428		2,756		5,998
Other income (expense):
Interest income, net	20		130		107		189
Other expense, net	(34)		(469)		(148)		(520)

Total other income (expense)	(14)		(339)		(41)		(331)
Income before income taxes	473		3,089		2,715		5,667
Income tax expense	(197)		(539)		(284)		(1,291)
Net income	$	276	$	2,550	$	2,431	$	4,376
Net income per share:
Basic	$	0.02	$	0.21	$	0.19	$	0.36
Diluted	$	0.02	$	0.19	$	0.19	$	0.34
Weighted-average shares outstanding:
Basic	12,643		12,211		12,520		12,166
Diluted	12,745		13,177		12,849		12,903
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	$	(259)	$	(680)	$	(439)	$	111

Other comprehensive income (loss), net of tax	(259)		(680)		(439)		111
Comprehensive income	$	17	$	1,870	$	1,992	$	4,487

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
(In thousands)
Balances, June 30, 2025	12,429	$	1	$	139,962	$	(104,147)	$	(1,175)	$	34,641

Stock-based compensation	—	—		826		—		—		826

Common stock issued under equity award plans	543	—		—		—		—		—
Shares canceled or surrendered as payment of tax withholding and other	(250)	—		(3,284)		—		—		(3,284)
Repurchase of company stock	(44)	—		—		(578)		—		(578)
Common stock issued under employee stock purchase plan	13	—		148		—		—		148
Cash dividends	—	—		—		(571)		—		(571)
Currency translation adjustment	—	—		—		—		(180)		(180)
Net income	—	—		—		2,155		—		2,155
Balances, September 30, 2025	12,691	$	1	$	137,652	$	(103,141)	$	(1,355)	$	33,157

Stock-based compensation	—	—		553		—		—		553

Common stock issued under equity award plans	114	—		—		—		—		—
Shares canceled or surrendered as payment of tax withholding and other	(18)	—		(164)		—		—		(164)

Cash dividends	—	—		—		(576)		—		(576)
Currency translation adjustment	—	—		—		—		(259)		(259)
Net income	—	—		—		276		—		276
Balances, December 31, 2025	12,787	$	1	$	138,041	$	(103,441)	$	(1,614)	$	32,987

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (CONTINUED)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
(In thousands)
Balances, June 30, 2024	12,510	$	1	$	136,644	$	(108,738)	$	(1,916)	$	25,991

Stock-based compensation	—	—		917		—		—		917

Common stock issued under equity award plans	140	—		—		—		—		—
Shares canceled or surrendered as payment of tax withholding and other	(48)	—		(347)		—		—		(347)
Repurchase of company stock	(140)	—		—		(1,114)		—		(1,114)
Common stock issued under employee stock purchase plan	22	—		133		—		—		133
Cash dividends	—	—		—		(500)		—		(500)
Currency translation adjustment	—	—		—		—		791		791
Net income	—	—		—		1,826		—		1,826
Balances, September 30, 2024	12,484	$	1	$	137,347	$	(108,526)	$	(1,125)	$	27,697

Stock-based compensation	—	—		1,722		—		—		1,722

Common stock issued under equity award plans	133	—		—		—		—		—
Shares canceled or surrendered as payment of tax withholding and other	(67)	—		(898)		—		—		(898)

Cash dividends	—	—		—		(502)		—		(502)
Currency translation adjustment	—	—		—		—		(680)		(680)
Net income	—	—		—		2,550		—		2,550
Balances, December 31, 2024	12,550	$	1	$	138,171	$	(106,478)	$	(1,805)	$	29,889

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended December 31,
	2025		2024
(In thousands)
Cash Flows from Operating Activities:
Net income	$	2,431	$	4,376
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	1,362		1,603

Stock-based compensation	1,379		2,639
Non-cash operating lease expense	691		709
Loss (gain) on disposal of assets	7		(4)
Amortization of debt discount	18		16
Allowance for inventory obsolescence	2,368		—
Change in fair value of earnout consideration	(300)		—
Deferred income tax	1,507		(1,516)
Changes in operating assets and liabilities:
Accounts receivable	971		872
Income tax receivable	(2,091)		313
Inventory, net	(379)		(2,473)
Prepaid expenses and other	1,648		(2,207)
Other long-term assets	(21)		33
Accounts payable	306		(91)
Income tax payable	—		458
Other accrued expenses	(8,504)		4,787
Lease liabilities	(907)		(899)

Net Cash Provided by Operating Activities	486		8,616
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	(1,523)		(841)
Net Cash Used in Investing Activities	(5,266)		(837)
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	(577)		(1,114)
Payment of cash dividends	(1,146)		(1,002)
Shares canceled or surrendered as payment of tax withholding and other	(3,448)		(1,245)
Proceeds from common stock issued under employee stock purchase plan	148		133

Net Cash Used in Financing Activities	(5,035)		(3,228)
Foreign Currency Effect on Cash	(205)		158
Decrease in Cash and Cash Equivalents:	(10,020)		4,709
Cash and Cash Equivalents — beginning of period	20,201		16,886
Cash and Cash Equivalents — end of period	$	10,181	$	21,595



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	8	$	1
Cash paid for income taxes	$	864	$	2,063

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 the six 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 of such 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 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 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):


	December 31, 2025				June 30, 2025
Finished goods	$	15,978	84.2	%	$	17,739	85.8	%
Raw materials	3,000		15.8	%	2,930		14.2	%
Total inventory	$	18,978	100.0	%	$	20,669	100.0	%

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 values of $2.9 million and $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.

SEC Form 10-Q filed by Lifevantage Corporation