LFVN 10-K & 10-Q changes, risk factors and insider trading

•any adverse publicity regarding us, our products, our distribution channel, or our competitors;

•non-compliance by our independent consultants with applicable legal requirements or our policies and procedures;

•lack of interest in existing or new products or their failure to achieve desired sales results;

•lack of a compelling business opportunity sufficient to generate the interest and commitment of new independent consultants;

•any changes we might make to our independent consultant sales compensation plan;

•any negative public perception of our company or our products or their ingredients;

•any negative public perception of our independent consultants and direct selling business in general;

•our actions to enforce our policies and procedures;

•any efforts to sell our products through competitive channels;

•any regulatory actions or charges against us or others in our industry; and general economic and business conditions.

Publicly traded companies have increasingly become subject to campaigns by activist investors advocating for corporate actions such as financial restructurings, increased borrowings, special dividends, stock repurchases or even sales of assets or entire companies to third parties or the activists themselves. Responding to proxy contests and other actions by activist stockholders, including related litigation, has been and can be costly and time consuming, disrupt our operations and divert the attention of our board and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition. For example, in August 2023, we received notice from a stockholder, Bradley L. Radoff, of his intent to nominate three directors for election at our fiscal year 20242024, annualwe meetingwere ofengaged stockholders.in We and Mr. Radoff communicated throughout thea proxy contest, but could not reach an agreement in connectioncontest with Mr. Radoff’s nomination. At our fiscal year 2024 annual meeting of stockholders, our stockholders elected the incumbent directors as the directorsone of our board,stockholders, eachwhich towas hold office until our fiscal year 2025 annual meeting of stockholders or until his or her respective successor is electedexpensive and qualified.required Onsignificant February 14, 2024, we entered into a cooperation agreement with Mr. Radofftime and other relevant persons and entities (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, we increased the size of our boardattention by one seat, appointed Mr. Dayton Judd tous, our board, and agreed to other terms and customary standstill provisions. The amount of time, attention, and resources that were required of our Company, board, and executive leadership team to address the proxy contest-related measures were substantial, and the residual impact on the Company’s business and financial performance is uncertain.team.

We are subject to or affected by a number of national, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information, including that of our employees, customers and others. We are also subject to requirements imposed by the payment card industry. As we expand our operations, the CCPA, CPRA, and other laws and regulations relating to privacy and data security may increase our compliance costs and potential liability. Compliance with any applicable privacy and data security laws and regulations is a time-intensive and costly process, and we may be required to put in place additional processes to comply with existing and evolving laws and regulations and new laws and regulations as we expand our operations. Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. In addition, our agreements with certain customers may require us to notify them in the event of a security breach or incident. Such mandatory disclosures can be costly and could lead to negative publicity, penalties, fines, litigation,litigation (including, in some instances, class action litigation), and other proceedings or cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach or incident. We may not be able to monitor and react to all developments in a timely manner. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase our expenses.

Despite the security measures we have in place to comply with applicable laws and rules and to protect our security and information systems, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures will be fully implemented, complied with, or effective in protecting our systems and informationinformation. Further, our vendors and third-party service providers (as well as their third-party service providers), may be vulnerable to security breaches, acts of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human errors or other similar events. While we have agreements requiring our third-party service providers to use best practices for data security, we have no operational control over them. Because such attacks are increasing in sophistication and change frequently in nature, we and our third-party service providers may be unable to anticipate these attacks or implement adequate preventative measures, and any compromise of our systems, or those of our third-party vendors (as well as their third-party service providers), may not be discovered and remediated promptly. Changes in consumer behavior following a security breach or perceived security breach, act of cyber terrorism or sabotage, vandalism or theft, computer virus, loss or corruption of data or programming or human error or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. Any of the foregoing may have an adverse effect on our business, prospects, results of operations, and financial condition.

We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, HongNew Kong, Canada, Thailand,Zealand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New Zealand,Iceland, and Singapore.Portugal. We also sell our products in a number of countries to customers for personal consumption only. In fiscal year 2025,2026, we generated approximately 22%26% of our revenue from our international operations, a majority of which was generated in Japan. We believe that our ability to achieve future growth is dependent in part on our ability to effectively expand into new international markets and grow our existing markets. In some international markets, we have experienced difficulties which have resulted in adverse consequences to our business, including declining revenue in some markets, the closure of some markets, and occasional disruption to our business with supply chain and logistics delays in delivering product to certain markets in a timely manner. Our business and financial results may be also negatively impacted if a particular market or new business model is not widely accepted and adopted. We must overcome significant regulatory and legal barriers before we can begin marketing in any international market. Also, before marketing commences in a new country or market, it is difficult to assess the extent to which our products and sales techniques will be accepted or successful. In addition to significant regulatory barriers, we may also encounter problems conducting operations in new markets with different cultures and legal systems from those encountered elsewhere. We may be required to reformulate one or more of our products before commencing sales of that product in a given country. Once we have entered a market, we must adhere to the regulatory and legal requirements of that market. We may not be able to obtain and retain necessary permits and approvals in new markets, or we may have insufficient capital to finance our expansion efforts in a timely manner.

In the past, we have experienced difficulties in appropriately managing our inventory. For example, when we launched our MindBody GLP-1 System™® in October 2024, we experienced higher than expected demand and did not have sufficient inventory to meet demand. In the past, we have also experienced an inventory surplus, causing us to engage in a deliberate effort to manage down such inventory balances to levels we viewed as appropriate. We review all inventory items quarterly for obsolescence, and when items become obsolete or are expired, we write down our inventory accordingly. If we are unable to sell our inventory in a timely manner, we may experience additional inventory obsolescence charges, including for finished products in inventory that have expired. If we are unable to appropriately manage our inventory balances, our business may be harmed.

We depend on our IT systems to manage numerous aspects of our business, including our finance and accounting transactions, to manage our independent consultant sales compensation plan and to provide analytical information to management. Our IT systems are an essential component of our business and growth strategies, and a serious disruption to our IT systems, including as a result of cybersecurity incidents, could significantly limit our ability to manage and operate our business efficiently. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of data, security breaches and computer viruses. AnyBreaches disruptionof our IT systems could involve attacks that are intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, and could originate from a wide variety of sources, including employees, contractors, foreign governments and other unknown third parties outside the Company. While we have in the past experienced disruptions to our IT systems, they have not had a material impact on our business. However, we may experience additional disruptions in the future that could cause our business and competitive position to suffer and adversely affect our business and operating results. In addition, if we experience future growth, we will need to scale or change some of our systems to accommodate the increasing number of independent consultants and their customers.

In April 2024, we entered into a loan agreement, which we amended in September 2025, that provides for a revolving line of credit in an aggregate principal amount not to exceed $5.0 million (the “2024 Credit Facility”). As of June 30, 2025,2026, there is no outstanding balance on the 2024 Credit Facility.

Global economic conditions continue to be challenging and unpredictable. A substantial portion of our sales are generated outside the United States. If we are successful in entering additional foreign markets, we anticipate that the percentage of our sales generated outside the United States will increase. There are substantial risks associated with foreign operations. For example, a foreign government may impose trade or foreign exchange restrictions, increased tariffs or other legal, tax, customs or other financial burdens on us or our independent consultants, due, for example, to the structure of our operations in various markets. Any such actions could negatively impact our operations and financial results. We are also exposed to risks associated with foreign currency fluctuations. For instance, in preparing our financial statements, we translate revenue and expenses in our markets outside the United States from their local currencies into U.S. Dollars using weighted average exchange rates. If the U.S. Dollar strengthens relative to local currencies, our reported revenue, gross profit, and net income will likely be likely reduced. Foreign currency fluctuations can also result in losses and gains resulting from translation of foreign currency denominated balances on our balance sheet. Additionally, purchases from suppliers are generally made in U.S. Dollars while sales to customers and independent consultants are generally made in local currencies. Accordingly, strengthening of the U.S. Dollar versus a foreign currency could have a negative impact on us. Specifically, because a significant percentage of our revenue is generated in Japan, strengthening of the U.S. Dollar versus the Japanese Yen has had and, in the future, could have an adverse impact on our financial results. Although we may engage in transactions intended to reduce our exposure to foreign currency fluctuations, there can be no assurance that these transactions will be effective. Given the complex global political and economic dynamics that affect exchange rate fluctuations, it is difficult to predict future fluctuations and the effect these fluctuations may have upon future reported results or our overall financial condition.

We cannot predict what changes to trade policy will be made by the U.S. federal government, or other governments, including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business or the global economy. For example, on February 20, 2026, the U.S. Supreme Court struck down international tariffs imposed by President Trump in 2025 and in response to the U.S. Supreme Court ruling, President Trump implemented a 150-day “global tariff” of 10% effective February 24, 2026, using presidential powers under the Trade Act of 1974. Upon expiration of such tariffs on July 24, 2026, President Trump announced new tariffs of 10% and 12.5% on goods from 60 trade partners of the U.S. under Section 301 of the Trade Act of 1974. We are closely monitoring changes and developments in U.S. and international trade policies and assessing the potential impact of these changes on our business operations and financial performance. Changes in U.S. trade policy, or threat of such changes, have resulted and could again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import products or product ingredients from countries where we currently purchase products or product ingredients or sell our products.

•the costs associated with acquiring products from third-party vendors;

•the costs of the sales and marketing activities of our products;

•the costs associated with commissions and incentives for our independent consultants;

•the costs associated with integrating any assets or businesses that we acquire;

•litigation expenses we incur to defend against claims, including claims that we infringe the intellectual property of others or judgments we must pay to satisfy such claims;

•contractual obligations to third parties;

•our rate of progress in developing, launching, and selling our current products and any new products we pursue;

•our ability to control our operating costs;

•our ability to satisfy our outstanding debt obligations; and the costs of responding to the other risks and uncertainties described in this report.

•acquiring or investing in complementary businesses or assets;

•increasing our sales and marketing efforts to drive market adoption of our products;

•scaling up our customer support capabilities;

•funding development and marketing efforts of additional products;

•expanding our product portfolio into additional markets;

•acquiring products through licensing rights; and financing capital expenditures and general and administrative expenses.

In December 2022, Congress passed the Modernization of Cosmetics Regulation Act, which added significant new requirements for cosmetic products marketed in the United States. For example, we now have to register cosmetic product manufacturing facilities and list all cosmetic products with the FDA, and need to report all “serious adverse events” to the FDA and maintain relevant records. We willalso need to comply with current GMP regulations and fragrance allergen declaration regulations once the FDA implements those requirements.regulations. Complying with these requirements could raise our costs and negatively impact our business.

As of June 30, 2025,2026, we had 12.412.5 million shares of common stock outstanding. As of June 30, 2025,2026, we also had stock options outstanding for an aggregate of 0.1 million shares of common stock. As of June 30, 20252026, we also had time-based and performance restricted stock units outstanding that, at target-level achievement, would result in the issuance of an aggregate 0.90.3 million shares of common stock, which would further increase the total number of outstanding shares of our common stock. The issuance of these shares will dilute the voting power of our currently outstanding common stock and could cause our stock price to decline.

•the ability of our board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

•the exclusive right of our board to elect a director to fill a vacancy created by the expansion of our board or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•the requirement that a special meeting of stockholders may be called only by a majority vote of our entire board, the chairman of our board or our chief executive officer, or by stockholders holding at least 10% of the outstanding shares entitled to vote at such special meeting, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and advance notice procedures with which stockholders must comply to nominate candidates to our board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Litigation claims can be expensive and time-consuming to bring or defend against and could result in settlements or damages that could significantly affect our financial results. It is not possible to quantify or predict the final resolution of litigationlitigation, particularly class action lawsuits, to which we may become a party,party. In particular, plaintiffs in class action lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The impact of litigation proceedings on our business, results of operations and financial condition could be material.

From time to time, we are involved in various legal matters, both as a plaintiff and defendant. While we believe the suits against us are without merit, they are costly to defend, and we cannot be assured that we will ultimately prevail. If we do not prevail and are required to pay damages, it could harm our reputation and our business.

•political and economic instability of foreign markets;

•foreign governments’ restrictive trade policies;

•major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products;

•lack of well-established or reliable legal systems in certain areas in which we operate;

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-gut andhealth pro-biotics,products, skin and hair care products, and nootropics. We currently sell our products to customers and independent consultants in two geographic regions that we have classified as the Americas region and the Asia/Pacific and Europe region.

•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 BurnBurn, Prebiotic and PrebioticCarb dietaryBlock, supplements,our newest activator the P84 System, acquired from LoveBiome in connection with our October 2025 acquisition of LoveBiome's critical assets, and which helps to regulate, repair and restore gut health, our TrueScience® line of skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic and energy/hydration drink mixes;

•Our sales compensation plan and other sales initiatives and incentives; and Our delivery of superior customer service.

As a result, it is vital to our success that we leverage our product development resources to develop and introduce compelling and innovative products and provide opportunities for our independent consultants to sell these products in a variety of markets. We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, HongNew Kong, Canada, Thailand,Zealand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New ZealandIceland and Singapore.Portugal. In addition, we sell our products in a number of countries for personal consumption only. Entering a new market requires a considerable amount of time, resources and continued support. If we are unable to properly support an existing or new market, our revenue growth may be negatively impacted. OnWe Juneclosed 30,our 2025, we ceased operationsmarket in the Philippines in June 2025 and closed thatour market.markets in Hong Kong and Singapore in May 2026.

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; our PhysIQ Fat BurnBurn, Prebiotic and PrebioticCarb dietaryBlock; supplementsour newest activator the P84 System, which helps to regulate, repair and restore gut health; the TrueScience® line of skin and hair care products and Liquid Collagen; our Petandim® companion pet supplement formulated to combat oxidative stress in dogs; and AXIO®, our nootropic and energy/hydration drink mixes. We believe the significant number of customers who regularly and repeatedly purchase our products is a strong indicator of the health benefits of our products.

The LifeVantage® product line includes: the new MindBody GLP-1 System™®, a dietary supplement that combines two products MB Core™® and MB Enhance™® designed to support weight loss and wellness by activating GLP-1 naturally and balancing signals along the gut-brain axis; Omega+, a dietary supplement that combines DHA and EPA Omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system; ProBio, a dietary supplement designed to support optimal digestion and immune system function; Daily Wellness, a dietary supplement designed to support immune health. IC Bright®, a dietary supplement to help support eye and brain health, reduce eye fatigue and strain, support cognitive functions, and may help support normal sleep patterns; the Rise AM & Reset PM System®, a dietary supplement that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time and; D3+, a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health.health; Daily Wellness, a dietary supplement designed to support immune health; Fat Burn, a dietary supplement designed to support weight-management, that in the past was under the PhysIQ™ line and during fiscal year 2026 was placed under the LifeVantage ® line in the U.S.; Prebiotic, a dietary supplement designed to support a healthy digestive tract, that in the past was under the PhysIQ™ line and during fiscal year 2026 was placed under the LifeVantage ® line in the U.S.; and Carb Block, a dietary supplement drink mix designed to help reduce the impact of carbohydrate-heavy meals by slowing carbohydrate-to-sugar conversion and supporting healthy metabolism that was acquired from LoveBiome as PhytoPower B and rebranded as Carb Block.

AXIO® is our line of our nootropic and energy/hydration drink mixes formulated to promote alertness and support mental performance.

We sell our products both individually and in stacks. A stack consists of multiple products bundled together that are designed to achieve a specific result. In fiscal year 2025,2026, our stack strategy continued to focus on the brand message of activation. DuringAs the year, we introduced a numberpart of new stacks to meet customer and independent consultant needs. Prior to the launch of our latest activator, the MindBodyP84 GLP-1 System™ ,System, we introduced the KickstartHealthy Bundle,Edge stack, which featuresincludes aProtandim® selectionNrf2 Synergizer® and the P84 System. Results of an in vitro study were released that showed beneficial “activation synergies” when both products (varieswere byused market)together, toincluding helpeight prepareadditional detoxification and cellular protection pathway genes, nine gut regulation/repair genes, and the bodynew forbenefit GLP-1of activation.activating Additionally,three severalcircadian stacksrhythm weregenes introducedand 29 genes that incorporated the MindBody GLP-1 System™ to offer consumers support forcellular weight management and wellness along with delivering other targeted benefits as part of their activated lifestyle.adaptation.

Our revenue for the fiscal yearyears ended June 30, 2026 and 2025 is largely attributed to three product lines, Protandim®, LifeVantage®, and TrueScience®. On a combined basis, these three product lines represent approximately 87.6%83.3% and 89.9% of our total net revenue for the fiscal yearyears ended June 30, 2025. Our revenue for the fiscal year ended June 30, 2024 was largely attributed to two product lines, Protandim®2026 and TrueScience®,2025, which on a combined basis, represented approximately 80.1% of our total net revenue for that fiscal year.respectively.

Commissions and incentives expenses are our most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to our independent consultants, special incentives and costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts we pay to our independent consultants related to their personal purchases. Commissions paid to independent consultants on personal purchases are considered a sales discount and are reported as a reduction to net revenue. Our sales compensation plan is an important factor in our ability to attract and retain our independent consultants. Under our sales compensation plan, independent consultants can earn commissions for product sales to their customers as well as the product sales made through the sales networks they have developed and trained. We do not pay commissions on marketing materials that are sold to our independent consultants. Commissions and incentives expenses, as a percentage of net revenue, may be impacted by the timing and magnitude of non-commissionable revenue derived from the sales of marketing materials, event tickets, and promotional items, investment in our red-carpet program, limited-time offers and the timing, magnitude and number of incentive trips and other promotional activities. From time to time, we make modifications and enhancements to our sales compensation plan in an effort to help motivate our sales force and develop leadership characteristics, which can have an impact on commissions and incentives expenses. In fiscal year 2023, we introduced our new compensation plan, called the Evolve Compensation Plan, in four markets – the United States, Japan, Australia, and New Zealand. In fiscal year 2024, we introduced the Evolve Compensation Plan to Canada, Mexico, and Europe. In fiscal year 2025, we introduced an optimized version of the Evolve Compensation Plan to the United States, Japan, Australia, New Zealand, Canada, Mexico, and Europe and introduced the Evolve Compensation Plan in other markets, including Taiwan, Hong Kong, and Singapore. In September 2025, we received the appropriate government approval in Thailand for the Evolve Compensation Plan and intend to roll it out to Thailand in fiscal year 2027.

Selling, general and administrative expenses include wages and benefits, stock compensation expenses, marketing and event costs, professional fees, rents and utilities, depreciation and amortization, research and development, travel costs and other operating expenses. Wages and benefits and stock compensation expenses represent the largest component of selling, general and administrative expenses. Marketing and event costs include costs of consultant conventions and events held in various markets worldwide, which we expense in the period in which they are incurred. For the fiscal year ended June 30, 2024 marketing and event costs also included expenses associated with our sponsorship of the Major League Soccer team, Real Salt Lake. Our agreement with Real Salt Lake ended in December 2023.

For a discussion of our results of operations for the fiscal year 20242025 compared with fiscal year 2023,2024, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended June 30, 2024,2025, as filed with the SEC on AugustSeptember 28,4, 2024.2025.

At June 30, 2025,2026, our cash and cash equivalents were $20.2$14.9 million. This represented ana increasedecrease of $3.3$5.3 million from the $16.9$20.2 million in cash and cash equivalents as of June 30, 2024.2025.

During the fiscal year ended June 30, 2025,2026, our net cash provided by operating activities was $11.9$10.2 million as compared to $12.2$11.9 million during the fiscal year ended June 30, 2024.2025. The decrease in cash provided by operating activities during the fiscal year ended June 30, 20252026 primarily was due to increasesa decrease in net income and payment of employee related incentive compensation and incentive trip expenses, previously accrued at June 30, 2025. These decreases were offset by changes in inventory and deposits on future events offset primarily by increases in other accrued expenses which contain accrued incentive compensation to employees and accrued incentives and promotions to our independent consultants.events.

During the fiscal year ended June 30, 2026, our net cash used in investing activities was $7.3 million, as a result of the acquisition of the critical assets of LoveBiome in October 2025 and purchase of fixed assets, primarily from investing in a new e-commerce platform. During the fiscal year ended June 30, 2025, our net cash used in investing activities was $1.4 million, aswhich awas resultattributable ofto the purchasepurchases of fixed assets, primarily from investing in changes to our Evolve Compensation Plan and Rewards Circle loyalty program through software, website, and mobile application development. During the fiscal year ended June 30, 2024, our net cash used in investing activities was $2.2 million, which was attributable to capital expenditures including leasehold improvements related to moving our Tokyo, Japan office.

•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,P84 aand PhytoPower B, dietary supplementsupplements acquired pursuant to the purchase of LoveBiome’s critical assets formulated to support gut health.

•Our sales compensation plan and other sales initiatives and incentives; and Our delivery of superior customer service.

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,P84 aand PhytoPower B, dietary supplementsupplements 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.

The LifeVantage® product line includes: the new MindBody GLP-1 System™®, a dietary supplement that combines two products MB Core™ and MB Enhance™ designed to support weight loss and wellness by activating GLP-1 naturally and balancing signals along the gut-brain axis; Omega+, a dietary supplement that combines DHA and EPA Omega-3 fatty acids, omega-7 fatty acids, and vitamin D3 to support cognitive health, cardiovascular health, skin health, and the immune system; ProBio, a dietary supplement designed to support optimal digestion and immune system function; Daily Wellness, a dietary supplement designed to support immune health. IC Bright®, a dietary supplement to help support eye and brain health, reduce eye fatigue and strain, support cognitive functions, and may help support normal sleep patterns; the Rise AM & Reset PM System®, a dietary supplement that uses Timewise Nutrient Delivery™ to provide the body with the right nutrients in the right amounts at the right time and D3+, a dietary supplement that provides vitamin D3, vitamin K2, magnesium, calcium, and other trace minerals to support a balanced immune system, strong bones, and cardiovascular health.

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. PhytoPower B is a dietary supplement formulated to slow carb-to-sugar conversion and support healthy metabolism.

We sell our products both individually and in stacks. A stack consists of multiple products bundled together that are designed to achieve a specific result. In fiscal year 2025, our stack strategy continued to focus on the brand message of activation. During the year, we introduced a number of new stacks to meet customer and independent consultant needs. Prior to the launch of our latest activator, the MindBody GLP-1 System™ ®, we introduced the Kickstart Bundle, which features a selection of products (varies by market) to help prepare the body for GLP-1 activation. Additionally, several stacks were introduced that incorporated the MindBody GLP-1 System™® to offer consumers support for weight management and wellness along with delivering other targeted benefits as part of their activated lifestyle.

We also introduced our Healthy Weight Stack, which includes the MindBody GLP-1 System™® and Protandim® Nrf2 Synergizer®. Results of an in vitro study were released that showed beneficial “activation synergies” when both products were used together, including enhanced fatty acid metabolism, improved defense against oxidative stress, and activation of 22 new genes that help cells make what they need to support organ strength, structure, and signaling.

Subsequent to acquiring the critical assets of LoveBiome, we introduced our Healthy Edge Stack, which includes Protandim® Nrf2 Synergizer® and LoveBiome® P84; and our Healthy Edge + MindBody GLP-1 System Stack, which includes Protandim® Nrf2 Synergizer®, the MindBody GLP-1 System™® and LoveBiome® P84.

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 Companywe launched Iceland with the Evolve Compensation Plan and plansplan to do the same in any new markets.

Three and Sixnine Monthsmonths Endedended DecemberMarch 31, 20252026 and 20242025

Revenue. We generated net revenue of $48.9$43.7 million and $67.8$58.4 million during the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. We generated net revenue of $96.5$140.2 million and $115.0$173.4 million during the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The decrease in revenue for the three and sixnine months ended DecemberMarch 31, 20252026 was primarily driven by declines in sales of our MindBody GLP-1 System™®. Total sales of our MindBody GLP-1 System™® decreased $16.2$9.6 million and $10.6$20.1 million during the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively. The decline in sales of our MindBody GLP-1 System™® during the three months ended DecemberMarch 31, 20252026 werewas 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 the six months ended December 31, 2025.

Americas. The following table sets forth revenue for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 for the Americas region (in thousands):

Revenue in the Americas region for the three and sixnine months ended DecemberMarch 31, 20252026 decreased $18.6$13.9 million, or 32.6%,28.9%, and $18.3$32.2 million or 19.5%,22.7%, respectively, from the prior year periods. The decrease in revenue for the three and sixnine months ended DecemberMarch 31, 20252026 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 25.2%25.7% compared to the prior year period.

Asia/Pacific & Europe. The following table sets forth revenue for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 for the Asia/Pacific & Europe region and its principal markets (in thousands):

Revenue in the Asia/Pacific & Europe region decreased $0.2$0.8 million, or 2.1%,7.7%, and $0.2$1.0 million, or 0.8%,3.1%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the prior year periods, respectively.periods. Total Active Accounts in the region decreased 6.5%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 $0.8$0.9 million and $2.0$2.7 million for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively. Decreases in total Active Accounts and sales throughout our other product lines contributed to an overall declinesdecline in sales for the respective periods.

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%,1.2%, and $0.3$0.4 million, or 1.4%,1.3%, during the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the prior year periods. Revenue in Japan was negatively impacted by foreign exchange rate fluctuations in the amount of approximately $0.1$0.2 million, or 1.1%,2.8%, and $17,000$0.2 million or 0.1%,1.1%, during the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the prior year periods. On a constant currency basis, revenue in Japan increaseddecreased 0.8%7.5% and 1.67%1.4% for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the prior year periods. The increasedecrease in revenue on a constant currency basis in Japan during three and sixnine months ended DecemberMarch 31, 20252026 was due theto launch of our MindBody GLP-1 System™decreases in Marchtotal 2025.Active Accounts during the respective periods.

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 linesinternationally during the remainder of fiscal year 2026 and beyond.

Cost of Sales. Cost of sales were $12.7$9.2 million and $13.2$11.1 million for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively, resulting in gross profit percentages of 74.0%79.0% and 80.5%,81.0%, respectively. Cost of sales were $22.5$31.6 million and $22.7$33.8 million for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively, resulting in gross profit percentages of 76.7%77.4% and 80.3%,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 $2.4$0.2 millionand $2.6 million, along with increases in shipping and warehouse expenses during the three and sixthree and nine months ended DecemberMarch 31, 2025.2026, respectively.

Commissions and Incentives. Commissions and incentives expenses during the three months ended DecemberMarch 31, 20252026 were $19.9$19.0 million, or 40.7%43.5% of revenue, as compared to $32.5$26.2 million, or 48.0%44.8% of revenue, for the three months ended DecemberMarch 31, 2024.2025. Commissions and incentives expenses during the sixnine months ended DecemberMarch 31, 20252026 were $40.6$59.6 million, or 42.1%42.5% of revenue, as compared to $52.8$79.0 million, or 45.9%45.6% of revenue, for the sixnine months ended DecemberMarch 31, 2024.2025. 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.

Selling, General and Administrative. Selling, general and administrative expenses during the three months ended DecemberMarch 31, 20252026 were $15.8$13.9 million, or 32.3%31.7% of revenue, as compared to $18.6$17.1 million, or 27.5%29.2% of revenue, for the three months ended DecemberMarch 31, 2024.2025. Selling, general and administrative expenses during the sixnine months ended DecemberMarch 31, 20252026 were $30.7$44.5 million, or 31.8% of revenue, as compared to $33.5$50.5 million, or 29.1% of revenue, for the sixnine months ended DecemberMarch 31, 2024.2025. The increase in selling, general and administrative expenses as a percentage of revenue during the three and sixnine months ended DecemberMarch 31, 20252026 compared to the prior year periods is primarily due to overall decreases in sales for the comparable periods.

Total Other Income (Expense). During the three months ended DecemberMarch 31, 20252026 we recognized total net other expense of $14,000$22,000 as compared to $0.3total net other income of $0.1 million for the three months ended DecemberMarch 31, 2024.2025. During the sixnine months ended DecemberMarch 31, 20252026 we recognized total net other expense of $41,000$0.1 million as compared to $0.3$0.2 million for the sixnine months ended DecemberMarch 31, 2024.2025. Total net other income (expense) for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 consisted primarily of interest income, offset by foreign currency gains and losses.

Income Tax Expense. We recognized income tax expense of $0.2$0.3 million and $0.3$0.6 million for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to an income tax expense of $0.5$0.7 million and $1.3$2.0 million for the three and sixnine months ended DecemberMarch 31, 2024.2025, respectively. The effective tax rate for the three and sixnine months ended DecemberMarch 31, 20252026 was 41.6%17.8% and 10.5%,13.2%, respectively, compared to 17.4%17.0% and 22.8%20.3% for the three and sixnine months ended DecemberMarch 31, 2024,2025, respectively.

The change in the effective tax rate for the three and sixthree and nine months ended DecemberMarch 31, 20252026 compared to the prior year periods was primarily due to changes in taxable income and the impact of discrete items.

As of DecemberMarch 31, 2025,2026, our available liquidity was $10.2$12.5 million, which consisted of available cash and cash equivalents. This represents a decrease of $10.0$7.7 million from the $20.2 million in cash and cash equivalents as of June 30, 2025.

During the sixnine months ended DecemberMarch 31, 2025,2026, our net cash provided by operating activities was $0.5$5.5 million as compared to $8.6$10.8 million during the sixnine months ended DecemberMarch 31, 2024.2025. 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 sixnine months ended DecemberMarch 31, 2025,2026, previously accrued at June 30, 2025.

During the sixnine months ended DecemberMarch 31, 2025,2026, our net cash used in investing activities was $5.3$6.3 million, as a result of the acquisition of LoveBiome in October 2025 and the purchase of fixed assets. During the sixnine months ended DecemberMarch 31, 2024,2025, our net cash used in investing activities was $0.8$1.2 million, as a result of the purchase of fixed assets.

Cash used in financing activities during the sixnine months ended DecemberMarch 31, 20252026 was $5.0$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 sixnine months ended DecemberMarch 31, 20242025 was $3.2$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.

At DecemberMarch 31, 20252026 and June 30, 2025, the total amount of our foreign subsidiary cash was $5.3$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.

At DecemberMarch 31, 2025,2026, we had working capital (current assets minus current liabilities) of $19.5$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.

On March 31,10, 2023,2026, we filed a shelf registration statement on Form S-3 (the “20232026 Shelf Registration”) with the Securities and Exchange Commission (“SEC”) that was declared effective on AprilMarch 6,20, 2023,2026, which permits us to offer up to $75 million of common stock, preferred stock, debt securities and warrants in one or more offerings and in any combination, including in units from time to time. Our 20232026 Shelf Registration is intended to provide us with additional flexibility to access capital markets for general corporate purposes, which may include, among other purposes, working capital, capital expenditures, other corporate expenses and acquisitions of assets, licenses, products, technologies or businesses.