NASDAQ: LFVN

(1,874

)

(1,175

)

Total stockholders’ equity

33,589

34,641

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

62,111

$

71,958

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

76

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Year ended June 30,

2026

2025

(In thousands, except per share data)

Revenue, net

$

182,586

$

228,530

Cost of sales

40,973

44,864

Gross profit

141,613

183,666

Operating expenses:

Commissions and incentives

77,094

102,260

Selling, general and administrative

58,419

69,207

Total operating expenses

135,513

171,467

Operating income

6,100

12,199

Other income (expense):

Interest income, net

164

431

Other expense, net

(198

)

(387

)

Total other income (expense)

(34

)

44

Income before income taxes

6,066

12,243

Income tax expense

(994

)

(2,438

)

Net income

$

5,072

$

9,805

Net income per share:

Basic

$

0.40

$

0.80

Diluted

$

0.40

$

0.75

Weighted-average shares outstanding:

Basic

12,534

12,251

Diluted

12,702

12,987

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

$

(699

)

$

741

Other comprehensive income (loss), net of tax

(699

)

741

Comprehensive income

$

4,373

$

10,546

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

77

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the years ended June 30, 2026 and 2025

Common Stock

Additional

Paid-In

Accumulated

Accumulated

Other

Comprehensive

Shares

Amount

Capital

Deficit

Income (Loss)

Total

(In thousands)

Balances, June 30, 2024

12,510

$

1

$

136,644

$

(108,738

)

$

(1,916

)

$

25,991

Stock-based compensation

—

—

5,702

—

—

5,702

Common stock issued under equity award plans

376

—

—

—

—

—

Shares canceled or surrendered as payment of tax withholding and other

(202

)

—

(2,664

)

—

—

(2,664

)

Repurchase of company stock

(299

)

—

—

(3,147

)

—

(3,147

)

Common stock issued under employee stock purchase plan

44

—

280

—

—

280

Cash dividends

—

—

—

(2,067

)

—

(2,067

)

Currency translation adjustment

—

—

—

—

741

741

Net income

—

—

—

9,805

—

9,805

Balances, June 30, 2025

12,429

$

1

$

139,962

$

(104,147

)

$

(1,175

)

$

34,641

Stock-based compensation

—

—

2,346

—

—

2,346

Common stock issued under equity award plans

703

—

—

—

—

—

Shares canceled or surrendered as payment of tax withholding and other

(300

)

—

(3,616

)

—

—

(3,616

)

Forfeited restricted stock awards

(13

)

—

—

—

—

—

Repurchase of company stock

(336

)

—

—

(2,043

)

—

(2,043

)

Common stock issued under employee stock purchase plan

35

—

232

—

—

232

Cash dividends

—

—

—

(2,344

)

—

(2,344

)

Currency translation adjustment

—

—

—

—

(699

)

(699

)

Net income

—

—

—

5,072

—

5,072

Balances, June 30, 2026

12,518

$

1

$

138,924

$

(103,462

)

$

(1,874

)

$

33,589

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

78

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended June 30,

2026

2025

(In thousands)

Cash Flows from Operating Activities:

Net income

$

5,072

$

9,805

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

2,773

3,156

Stock-based compensation

2,346

5,702

Non-cash operating lease expense

1,389

1,440

Loss (gain) on disposal of assets

7

(4

)

Amortization of debt discount

39

32

Allowance for inventory obsolescence

2,721

—

Change in fair value of earnout consideration

(400

)

—

Deferred income tax

400

(1,703

)

Changes in operating assets and liabilities:

Accounts receivable

200

(242

)

Income tax receivable

(751

)

(322

)

Inventory, net

2,019

(5,216

)

Prepaid expenses and other

3,225

(3,603

)

Other long-term assets

(85

)

72

Accounts payable

588

(1,295

)

Income tax payable

146

(201

)

Other accrued expenses

(7,278

)

6,037

Lease liabilities

(1,868

)

(1,843

)

Other liabilities

(302

)

63

Net Cash Provided by Operating Activities

10,241

11,878

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

(3,571

)

(1,371

)

Net Cash Used in Investing Activities

(7,314

)

(1,367

)

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

(2,043

)

(3,147

)

Payment of cash dividends

(2,344

)

(2,067

)

Shares canceled or surrendered as payment of tax withholding and other

(3,616

)

(2,664

)

Proceeds from common stock issued under employee stock purchase plan

232

280

Net Cash Used in Financing Activities

(7,783

)

(7,598

)

Foreign Currency Effect on Cash

(425

)

402

Increase (Decrease) in Cash and Cash Equivalents:

(5,281

)

3,315

Cash and Cash Equivalents — beginning of period

20,201

16,886

Cash and Cash Equivalents — end of period

$

14,920

$

20,201

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest

$

11

$

2

Cash paid for income taxes

$

995

$

4,918

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

79

LIFEVANTAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — The Company

LifeVantage Corporation (the “Company” or “we” or “our” or “us”) 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, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland, and Portugal. The Company closed its market in the Philippines in June 2025 and closed its markets in Hong Kong and Singapore in May 2026. 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, gut health products, 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+, Daily Wellness, Fat Burn, Prebiotic, and Carb Block 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 and energy/hydration drink mixes; and the P84 System, which was acquired from LoveBiome in connection with the Company's October 2025 acquisition.

The Company was incorporated in Colorado in June 1988 under the name Andraplex Corporation. The Company changed its corporate name to Yaak River Resources, Inc. in January 1992, and subsequently changed it again in October 2004 to Lifeline Therapeutics, Inc. In October 2004 and March 2005, the Company acquired all of the outstanding common stock of Lifeline Nutraceuticals Corporation. In November 2006, the Company changed its name to LifeVantage Corporation.

In March 2018, the Company reincorporated from the state of Colorado to the state of Delaware. All outstanding shares of common stock, options and share units of the Colorado corporation were converted into an equivalent share, option or share unit of the Delaware corporation and the par value of the Company’s common stock was adjusted to $0.0001.

Note 2 — Summary of Significant Accounting Policies

Consolidation

The 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 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, stock-based compensation, and loss contingencies.

80

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 consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income.

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.

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 June 30, 2026, the Company had $12.4 million in cash accounts at one financial institution and $2.5 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 June 30, 2026 and 2025 and during the periods then ended, the Company’s cash balances exceeded federally insured limits.

Accounts Receivable

The Company’s accounts receivable for the fiscal years ended June 30, 2026 and 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 June 30, 2026 and 2025 is not necessary. There was no bad debt expense for the fiscal years ended June 30, 2026 and 2025.

Inventory

81

Inventories are carried at the lower of cost or net realizable value, using the first-in, first-out method. To estimate any necessary adjustments, various assumptions are made regarding excess or slow-moving inventories, expiration dates, current and future product demand, and market conditions. If future demand and market conditions are less favorable than the Company's assumptions, additional inventory adjustments could be required.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the following useful lives:

Years

Equipment

3 - 5

Furniture and fixtures

5

Vehicles

5

Leasehold improvements are depreciated over the shorter of estimated useful life of the related asset or the lease term. The cost of normal maintenance and repairs is charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations and comprehensive income in other expense, net. Significant expenditures that increase the useful life of an asset are capitalized and depreciated over the estimated useful life of the asset. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Goodwill and Intangible Assets

Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill and indefinite-lived intangible assets are not amortized; however, they are tested at least annually for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. Finite-lived intangible assets are stated at cost less accumulated amortization. Finite-lived intangible assets are amortized over their related useful lives, using a straight-line method, consistent with the underlying expected future cash flows related to the specific intangible asset. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Indefinite-lived intangible assets are not amortized; however, they are tested at least annually for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Annual impairment tests on intangible assets were completed for the fiscal years ended June 30, 2026 and 2025, resulting in no impairment charges.

Impairment of Long-Lived Assets

Pursuant to guidance established for impairment or disposal of assets, the Company assesses impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. When an assessment for impairment of long-lived assets, long-lived assets to be disposed of, and certain identifiable intangibles related to those assets is performed, the Company is required to compare the net carrying value of long-lived assets on the lowest level at which cash flows can be determined on a consistent basis to the related estimates of future undiscounted net cash flows for such assets. If the net carrying value exceeds the net cash flows, then an impairment is recognized to reduce the carrying value to the estimated fair value, generally equal to the future discounted net cash flow. For the fiscal years ended June 30, 2026 and 2025, management has concluded that there are no indications of impairment.

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.

82

Commissions and Incentives

Commissions and incentives expenses are the Company’s most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to the Company’s independent consultants, special incentives, costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts the Company pays to its independent consultants for personal purchases. Commissions paid to independent consultants on personal purchases are considered a sales discount and are reported as a reduction to net revenue.

Research and Development Costs

The Company expenses all costs related to research and development activities, as incurred. Research and development expenses for the fiscal years ended June 30, 2026 and 2025 were $1.0 million and $1.4 million, respectively.

Stock-Based Compensation

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 sustained 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.

Income Per Share

Basic income per common share is computed by dividing 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 fiscal years ended June 30, 2026 and 2025, the effects of approximately 0.1 million and 30,000 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.

83

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):

Year ended June 30,

2026

2025

Numerator:

Net income

$

5,072

$

9,805

Denominator:

Basic weighted-average common shares outstanding

12,534

12,251

Effect of dilutive securities:

Stock awards and options

168

736

Diluted weighted-average common shares outstanding

12,702

12,987

Net income per share, basic

$

0.40

$

0.80

Net income per share, diluted

$

0.40

$

0.75

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. The Company adopted this standard prospectively and included the additional required disclosures for the fiscal year ended June 30, 2026. See Note 12 - Income Taxes for further information.

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 transitioned 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 — Revenue

Revenue is recognized when control of the promised goods or services are 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 add, 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+, Daily Wellness, Fat Burn, Prebiotic and Carb Block dietary supplements, TrueScience® skin and hair care products and Liquid Collagen, Petandim®, our companion pet supplement formulated to combat oxidative stress in dogs, AXIO® nootropic and energy/hydrate drink mixes, and the P84 System formulated to regulate, repair, and restore gut health. The Company ships most of its product directly to the consumer

84

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.

The Company also charges amounts to independent consultants to attend events that it holds. Tickets to events are sold as standalone items or included within packs. For event tickets sold in packs, the Company allocates a portion of the transaction price to the ticket on a relative standalone selling price basis, adjusted for the probability of the tickets being redeemed for attendance at a future event. Any discounts are accounted for as a direct reduction to the transaction price. Fee revenue associated with ticket sales is recorded in the month that the event is held, which is when the Company has performed its obligations under the contract.

Deferred Revenue

The Company launched its Rewards Circle loyalty program in the United States, Australia, New Zealand, and Japan in March 2023 and in Canada, Europe, and Mexico in February 2024. Contract liabilities, recorded as deferred revenue, include these loyalty program credit deferrals with certain customers which are accounted for as a reduction in the transaction price and are generally recognized as credits are redeemed for additional products at a later date.

In December 2025, the Company introduced an annual fee for independent consultants in certain markets that includes access to the lowest price on products, commissions management, training resources, back-office reporting, and support tools. Revenue is recognized on a straight-line basis over the twelve month period following payment of the annual fee. Unrecognized revenue is recorded as deferred revenue.

The Company also records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. 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, each less than twelve months, was $1.1 million and $0.7 million as of June 30, 2026 and 2025, respectively. The contract liabilities impact to revenue for the fiscal years ended June 30, 2026 and 2025 was a decrease of $0.4 million and an increase of $0.2 million, respectively.

Sales Returns and Allowances

Estimated returns are recorded when product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for 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 June 30, 2026 and 2025, the Company’s return liability reserve, net was $0.2 million and $0.2 million, respectively.

Reserves for sales returns consist of the following (in thousands):

Year ended June 30,

2026

2025

Beginning balance

$

237

$

133

Additions

2,385

2,759

Returns

(2,449

)

(2,655

)

Ending balance

$

173

$

237

85

Note 4 — Inventory

Inventories consist of (in thousands):

June 30, 2026

June 30, 2025

Finished goods

$

11,962

74.0

%

$

17,739

85.8

%

Raw materials

4,205

26.0

%

2,930

14.2

%

Total inventory

$

16,167

100.0

%

$

20,669

100.0

%

Reserves of inventories consist of the following (in thousands):

Year ended June 30,

2026

2025

Beginning balance

$

466

$

1,301

Additions

3,307

214

Write-offs

(634

)

(1,049

)

Ending balance

$

3,139

$

466

Note 5 — Property and Equipment, Net

Property and equipment, net consist of (in thousands):

June 30,

2026

2025

Equipment (includes computer hardware and software)

$

20,436

$

16,998

Furniture and fixtures

1,467

1,469

Leasehold improvements

5,045

5,101

Vehicles

51

51

Accumulated depreciation

(19,689

)

(17,412

)

Total property and equipment, net

$

7,310

$

6,207

Depreciation expense totaled $2.4 million and $3.1 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Note 6 — Intangible Assets, Net

Intangible assets, net consist of (in thousands):

June 30,

2026

2025

Trade name

$

700

$

—

Know-how

300

—

Consultant sales force

2,200

—

Accumulated amortization

(387

)

—

2,813

—

Trademarks and other indefinite-lived intangible assets

245

245

Total intangible assets, net

$

3,058

$

245

Amortization expense totaled $0.4 million and $0.1 million for the fiscal years ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the remaining weighted-average amortization period for finite-lived intangible assets is 5.7 years.

Annual amortization expense expected for each of the five succeeding fiscal years is as follows (in thousands):

86

Year ended June 30,

Amount

2027

$

514

2028

514

2029

514

2030

514

2031

364

Thereafter

393

Total

$

2,813

Note 7 — Other Accrued Expenses

Other accrued expenses consist of (in thousands):

June 30,

2026

2025

Accrued incentive compensation

$

596

$

5,325

Accrued severance

3

5

Other taxes payable

1,693

2,189

Accrued payable to vendors

810

459

Deferred revenue

1,148

711

Accrued incentives and promotions to consultants

1,590

3,284

Accrued other expenses

1,572

1,540

Total other accrued expenses

$

7,412

$

13,513

Note 8 — 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 proceeds from the credit facility 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 June 30, 2026, the effective interest rate is 5.68%.

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.

87

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 June 30, 2026, the Company was in compliance with its financial covenants under the 2024 Credit Facility. As of June 30, 2026, there was no balance outstanding on the 2024 Credit Facility.

Note 9 — Stockholders’ Equity

During the fiscal years ended June 30, 2026 and 2025, the Company issued 0.7 million and 0.4 million shares of common stock, respectively, under Company stock plans. During the fiscal years ended June 30, 2026 and 2025, 0.3 million and 0.2 million shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting of equity awards. During the fiscal years ended June 30, 2026 and 2025, the Company issued zero shares of common stock upon the exercise of stock options.

In January 2026, the Company’s board of directors (the “Board of Directors”) approved a new stock repurchase program, which replaced the Company’s previous stock repurchase program in its entirety to repurchase up to $60.0 million in shares of common stock through December 31, 2027. During the fiscal years ended June 30, 2026 and 2025, the Company purchased 0.3 million and 0.3 million shares of common stock at an aggregate price of $2.0 million and $3.1 million, respectively, under the applicable repurchase program. At June 30, 2026, there was $58.5 million remaining under the new stock repurchase program.

On August 30, 2023, the Board of Directors approved a stockholder rights agreement (the “Rights Plan”) and declared a dividend of one right for each outstanding share of common stock to stockholders of record on September 11, 2023. Each right entitled holders to purchase one 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 had acquired 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 designation and issuance of preferred stock. However, as of June 30, 2026, none have been issued nor have any rights or preferences been assigned to the preferred stock by the Board of Directors.

Dividends

The Company paid quarterly cash dividends of $0.045 per share of common stock to stockholders of record in September 2025, December 2025 and March 2026, and $0.05 per share of common stock to stockholders of record in June 2026 which were in the aggregate amount of $2.3 million, or $0.185 per share of common stock for the fiscal year ended June 30, 2026.

88

The Company paid quarterly cash dividends of $0.04 per share of common stock to stockholders of record in September 2024, December 2024 and March 2025, and $0.045 per share of common stock to stockholders of record in June 2025 which were in the aggregate amount of $2.1 million, or $0.165 per share of common stock for the fiscal year ended June 30, 2025.

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 10 — 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 number of 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 June 30, 2026, an aggregate of 5,505,000 shares of the Company’s common stock were authorized to be issued under the 2017 Plan, 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 June 30, 2026, 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 a three-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 generally ten years.

Employee Stock Purchase Plan

General. The Company’s 2019 ESPP was adopted by the Board of Directors in September 2018 and approved by the Company’s stockholders 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 June 30, 2026, 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

89

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 successive six-month offering periods, which will begin each year on March 1 and September 1.

During the fiscal years ended June 30, 2026 and 2025, approximately 35,000 and 44,000 shares of common stock were issued under the 2019 ESPP, respectively.

Stock-Based Compensation

In accordance with accounting guidance for stock-based compensation, payments in equity instruments for goods or services are accounted for by the fair value method. For the fiscal years ended June 30, 2026 and 2025, stock-based compensation of $2.3 million and $5.7 million, respectively, was reflected as an increase to additional paid in capital. At June 30, 2026, there was $1.8 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the 2017 Plan, based on management’s estimate of the shares that will ultimately vest. The Company expects to recognize such costs over a weighted-average period of 1.68 years.

Stock Options

There were no stock option grants during the fiscal years ended June 30, 2026 and 2025. The following is a summary of stock option activity for the fiscal years ended June 30, 2026 and 2025:

Options (in thousands)

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value (in thousands)

Outstanding at June 30, 2024

72

$

4.44

Granted

—

—

Exercised

—

—

$

—

Forfeited

—

—

Expired or Canceled

—

—

Outstanding at June 30, 2025

72

4.44

Granted

—

—

Exercised

—

—

$

—

Forfeited

—

—

Expired or Canceled

—

—

Outstanding at June 30, 2026

72

4.44

1.59

$

129

Exercisable at June 30, 2026

72

$

4.44

1.59

$

129

Restricted Stock Awards

The following is a summary of restricted stock award activity during the fiscal years ended June 30, 2026 and 2025:

90

Shares (in thousands)

Weighted Average Grant Date Fair Value

Nonvested at June 30, 2024

392

$

4.74

Granted

58

$

13.54

Vested

(294

)

4.77

Forfeited

—

—

Nonvested at June 30, 2025

156

7.92

Granted

81

$

6.75

Vested

(143

)

8.19

Forfeited

(13

)

4.89

Nonvested at June 30, 2026

81

6.75

The total vesting date fair value of restricted shares that vested during the fiscal years ended June 30, 2026 and 2025 was $1.3 million and $4.4 million, respectively.

Restricted Stock Units

The following is a summary of restricted stock units activity during the fiscal years ended June 30, 2026 and 2025:

Shares (in thousands)

Weighted Average Grant Date Fair Value

Nonvested at June 30, 2024

337

$

4.86

Granted

224

$

10.08

Vested

(224

)

4.87

Forfeited

(47

)

6.12

Nonvested at June 30, 2025

290

8.68

Granted

243

$

9.95

Vested

(160

)

7.46

Forfeited

(153

)

11.82

Nonvested at June 30, 2026

220

8.78

The total vesting date fair value of restricted stock units that vested during the fiscal years ended June 30, 2026 and 2025 was $1.6 million and $2.6 million, respectively.

Performance Restricted Stock Units

During the fiscal years ended June 30, 2026 and 2025, the Company awarded performance restricted stock units (the “FY 2026 PRSUs” and “FY 2025 PRSUs,” respectively) to certain employees (the “Recipients”). Each performance restricted stock unit represents a contingent right for the Recipients to receive a distribution of shares of common stock of the Company equal to 0% to 200% of the target number of performance restricted stock units subject to the award. The actual number of shares distributed will be based on the Company’s achievement of specified financial performance metrics. For FY 2026 PRSUs, the performance period for one-third of the FY 2026 PRSUs ended on June 30, 2026, the performance period for one-third of the FY 2026 PRSUs ends on June 30, 2027, and the performance period for the remaining one-third of the FY 2026 PRSUs ends on June 30, 2028. For FY 2025 PRSUs, the performance period for 50% of the FY 2025 PRSUs ended on June 30, 2025, the performance period for 30% of the FY 2025 PRSUs ended on June 30, 2026, and the performance period for the remaining 20% of the FY 2025 PRSUs ends on June 30, 2027.

The financial performance metrics for the fiscal year ended June 30, 2026, were deemed achieved at the 0% achievement level. The financial performance metrics for the fiscal year ended June 30, 2025, were deemed achieved at the 200% achievement level. The FY 2026 PRSUs and FY 2025 PRSUs will vest only to the extent the specified financial performance criteria are achieved and subject to the Recipient’s continued service with the Company, as follows: (i) a portion of the earned award will vest on the first anniversary of the grant date and (ii) an additional portion of the earned award will vest thereafter in

91

a series of quarterly installments. The fair values of the performance restricted stock units are based on the grant date fair value which is the closing price of the Company's common stock on the date of grant.

The following is a summary of performance restricted stock units activity during the fiscal years ended June 30, 2026 and 2025:

Shares (in thousands)

Weighted Average Grant Date Fair Value

Nonvested at June 30, 2024

284

$

4.62

Granted (1)

509

$

8.30

Vested

(94

)

4.24

Forfeited

(45

)

6.67

Nonvested at June 30, 2025

654

7.40

Granted

189

$

12.47

Vested

(462

)

7.25

Forfeited

(305

)

9.87

Nonvested at June 30, 2026

76

10.95

(1) Includes shares added based on achievement of performance goals in excess of target.

The total vesting date fair value of performance restricted stock units that vested during the fiscal years ended June 30, 2026 and 2025 was approximately $6.1 million and $1.1 million, respectively.

Note 11 — Other Expense, Net

Other expense, net consists of the following (in thousands):

Year ended June 30,

2026

2025

Foreign currency transaction loss, net

$

(200

)

$

(380

)

Other income (expense), net

2

(7

)

Total other expense, net

$

(198

)

$

(387

)

Note 12 — Income Taxes

The income tax expense consists of the following (in thousands):

Year ended June 30,

2026

2025

Income before income taxes:

Domestic

$

4,971

$

10,397

International

1,095

1,846

$

6,066

$

12,243

Current taxes:

Federal

$

(127

)

$

2,925

State

141

708

Foreign

603

491

Total current income tax provision

$

617

$

4,124

Deferred taxes:

Federal

$

519

$

(1,464

)

State

86

(341

)

Foreign

(228

)

119

Total deferred income tax expense

$

377

$

(1,686

)

Net income tax provision

$

994

$

2,438

92

The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on a prospective basis beginning with the fiscal year ended June 30, 2026. The effective income tax rate for the fiscal year ended June 30, 2026 differs from the U.S. Federal statutory income tax rate due to the following:

Year ended June 30, 2026

Federal statutory income tax rate

$

1,274

21.0

%

Domestic state and local income taxes, net of federal effect(1)

214

3.5

%

Foreign tax rate differential

54

0.9

%

Non-taxable and non-deductible items

Meals and entertainment

95

1.6

%

Section 162(m) - Excess officer's compensation

137

2.2

%

Excess tax benefits on stock compensation

(250

)

(4.1

)

%

Other items, net

207

3.4

%

Total

189

3.1

%

Tax credits

Research and development credit

(555

)

(9.2

)

%

Foreign tax credit

(50

)

(0.8

)

%

Total

(605

)

(10.0

)

%

Cross-border tax laws, net

(131

)

(2.1

)

%

Change in valuation allowance

(1

)

-

%

Worldwide changes in unrecognized tax benefits

—

-

%

Net income tax provision

$

994

16.4

%

(1) The states making up 50% of the effect on the tax rate from state and local income tax effects are CA, MN, NE, TX, and UT.

The effective income tax rate for the fiscal year ended June 30, 2025 differs from the U.S. Federal statutory income tax rate is due to the following, based on the required disclosure prior to the adoption of ASU 2023-09:

Year ended June 30, 2025

Federal statutory income tax rate

21.0

%

State income taxes, net of federal benefits

3.4

%

Foreign tax rate difference

(0.4

)

%

Tax return to provision true-up

0.4

%

Limit on future stock compensation due to 162(m)

4.0

%

Foreign withholding tax

0.8

%

Other differences

0.7

%

Revalue of deferred for change in federal tax rate

0.0

%

Permanent differences:

— stock-based compensation

(6.2

)

%

— current year section 162(m) limitation

0.9

%

— foreign derived intangible income deduction

(1.4

)

%

— tax credits

(4.8

)

%

— meals and entertainment

0.6

%

— removal of additional permanent reinvestment assertions

0.6

%

— change in uncertain tax positions

(0.4

)

%

— accrual for foreign tax audits

0.4

%

— other permanent differences

0.7

%

Change in valuation allowance

(0.4

)

%

Net income tax provision

19.9

%

93

The Company adopted ASU 2023-09 on a prospective basis for the fiscal year ended June 30, 2026 and have included the following table as a result of the adoption, which presents income taxes paid (net of refunds received) for the fiscal year ended June 30, 2026 (in thousands):

Year ended June 30, 2026

US Federal

$

497

Domestic state and local

240

Foreign

Mexico

166

Australia

(87

)

Japan

129

Other

50

Total

258

Total

$

995

The components of the deferred tax assets and liabilities as of June 30, 2026 and 2025 are as follows (in thousands):

June 30,

2026

2025

Deferred tax assets

Federal, state, and foreign net operating loss carryovers

$

218

$

234

Stock option compensation

332

628

Section 174 costs

3,099

2,798

Lease liability

2,538

2,798

Accrued vacation, allowance for returns, bonuses and other

2,849

2,819

Gross deferred tax asset

$

9,036

$

9,277

Deferred tax liabilities:

Patents and trademarks

$

(27

)

$

(16

)

Property & equipment

(170

)

(239

)

Right of use asset

(1,739

)

(1,942

)

Other

(843

)

(468

)

Gross deferred tax liabilities

$

(2,779

)

$

(2,665

)

Less: valuation allowance

(628

)

(642

)

Deferred tax asset, net

$

5,629

$

5,970

The Company has adopted accounting guidance for uncertain tax positions (“UTPs”) which provides that in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position. The measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon recognition of the benefit.

In the fiscal year ended June 30, 2024, the Company began recording a withholding tax obligation on certain rebalanced commission payments to the U.S. parent company it had not obtained treaty rates for. The withholding tax recorded in the fiscal year ended June 30, 2024 has been reversed during the fiscal year ended June 30, 2025 as the Company no longer expects to pay that liability.

The Company has been undergoing income tax audits in foreign jurisdictions. For the fiscal year ended June 30, 2025, the Company accrued a total $0.4 million related to foreign income tax audits. In fiscal year 2025, the Company made payments or deemed payments totaling $0.4 million related to these foreign income tax audits. The Company also increased the amount of the UTP relating to the prior year to reflect the actual payments that were made. The UTP related to foreign tax audits is zero

94

for the fiscal years ended June 30, 2026 and 2025. The Company does not have any other foreign tax audits underway as of June 30, 2026.

The change in the liability for uncertain tax positions were as follows (in thousands):

Year ended June 30,

2026

2025

Beginning balance

$

—

$

389

Gross increases - tax positions in prior year

—

51

Gross decreases - tax positions in prior year

—

(53

)

Gross increases - tax positions in current year

—

—

Settlement

—

(381

)

Currency adjustment

—

(6

)

Ending balance

$

—

$

—

In fiscal year 2022, the Company removed its permanent reinvestment assertion in Japan. In fiscal year 2024, the Company removed its permanent reinvestment assertions in Taiwan and Australia and recorded the tax effects of that change. In fiscal year 2025, the Company removed its permanent reinvestment assertion on all other entities. In fiscal year 2026, the Company recorded the 986(c) adjustment related to the unrepatriated earnings. This adjustment largely reflects the significant change in the foreign currency rate between the United States and Japan on Japan's previously taxed earnings and profits ("PTEP").

The Company recorded all tax effects of these changes as discrete items. The Company has minor PTEP and most future dividends will be excluded under the United States Internal Revenue Code Section 245A. The withholding tax and state tax implications are minimal.

The change in the valuation allowance were as follows (in thousands):

Year ended June 30,

2026

2025

Beginning balance

$

642

$

720

Decreases

(14

)

(78

)

Ending balance

$

628

$

642

The change in valuation allowance during the fiscal year ended June 30, 2026 primarily related to small changes in foreign entities with full valuation allowances. The change in valuation allowance during the fiscal year ended June 30, 2025 related to a decrease in the valuation allowance on state net operating losses ("NOLs"). Due to higher projected taxable income, the Company felt it was appropriate to reduce the valuation allowance. There were also insignificant changes in other entities with full valuation allowances.

As of June 30, 2026, the Company had utilized all of its Federal NOL carry-forwards. As of June 30, 2026, state NOLs were $4.8 million and foreign NOLs were $0.3 million.

The total recognized tax benefit from settlement of stock-based awards for the fiscal years ended June 30, 2026 and 2025, was $0.2 million and $0.8 million, respectively.

The Company has reflected all changes in tax laws including the changes resulting from expiring Tax Cuts and Jobs Act provisions that were effective for the fiscal year ended June 30, 2026.

The Company conducts its business globally. As a result, the Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and are subject to examination for the open tax years of June 30, 2022 through June 30, 2025.

95

Note 13 — Leases

The Company has operating leases for current corporate offices and certain equipment. These leases have remaining terms of approximately one to six years. As of June 30, 2026, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.17 years and 3.29%, 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.

The components of lease expense for the fiscal years ended June 30, 2026 and 2025, were as follows (in thousands):

Year ended June 30,

2026

2025

Operating lease expense

Operating lease cost

$

1,742

$

1,881

Variable lease cost

119

154

Short-term lease costs

6

11

Total lease expense

$

1,867

$

2,046

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

Year ended June 30,

2026

2025

Operating cash outflows from operating leases

$

2,187

$

2,284

Right-of-use assets obtained in exchange for lease obligations

$

176

$

—

Maturity of lease liabilities at June 30, 2026 are as follows (in thousands):

Year ended June 30,

Amount

2027

$

2,223

2028

2,111

2029

1,772

2030

1,817

2031

1,862

Thereafter

943

Total

10,728

Less: imputed interest

(860

)

Present value of lease liabilities

$

9,868

Note 14 — 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.

96

The following table presents the Company’s segment revenue and expenses and segment net income for the fiscal years ended June 30, 2026 and 2025 (in thousands):

Year ended June 30,

2026

2025

Revenue, net

$

182,586

$

228,530

Cost of sales

(40,973

)

(44,864

)

Consultant commissions

(72,957

)

(95,920

)

Consultant incentives, promotions, and recognition

(4,137

)

(6,340

)

Labor and benefits

(26,958

)

(31,216

)

Stock compensation

(2,346

)

(5,702

)

Events

(4,065

)

(3,791

)

Depreciation and amortization

(2,773

)

(3,156

)

Credit card and bank processing fees

(5,187

)

(6,694

)

Other segment items(1)

(17,288

)

(19,035

)

Interest income

213

466

Interest expense

(49

)

(35

)

Income tax expense

(994

)

(2,438

)

Net income

$

5,072

$

9,805

(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):

June 30, 2026

June 30, 2025

United States

$

21,393

$

18,446

Foreign:

Japan

1,431

1,901

Other foreign markets

280

472

Total foreign markets

1,711

2,373

Total long-lived assets

$

23,104

$

20,819

The Company has identified two major markets with revenues exceeding 10% of consolidated total revenue: the United States and Japan. For the fiscal years ended June 30, 2026 and 2025, there are 17 and 16 other markets, respectively, 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):

Year ended June 30,

2026

2025

United States

$

135,404

$

178,442

Foreign:

Japan

24,148

25,394

Other foreign markets

23,034

24,694

Total foreign markets

47,182

50,088

Total revenue, net

$

182,586

$

228,530

Major Products

The Company’s revenue for the fiscal years ended June 30, 2026 and 2025 is largely attributed to three product lines: Protandim®, TrueScience®, and LifeVantage®. On a combined basis, these three product lines represent approximately 83.3% and 87.6% of the Company’s total net revenue for the fiscal years ended June 30, 2026 and 2025, respectively.

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The following table shows revenue by product line for the fiscal years ended June 30, 2026 and 2025 (in thousands):

Year ended June 30,

2026

2025

Protandim® product line

$

81,989

$

95,328

TrueScience® product line

37,853

48,712

LifeVantage® product line

32,258

61,327

AXIO® product line

15,006

15,312

LoveBiome® product line

9,121

—

Petandim® product line

1,961

2,117

Other(1)

4,398

5,734

Total revenue, net

$

182,586

$

228,530

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

For the fiscal year ended June 30, 2026, the Company phased out the use of PhysIQ™ and placed this product under the LifeVantage® brand. During the fiscal years ended June 30, 2026 and 2025, revenue from PhysIQ™ was $3.8 million and $5.1 million respectively, and now included in the LifeVantage® product line revenue.

Note 15 — 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 Company has made an 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 purchase price allocations relating to the business combination (in thousands):

Valuation

Cash consideration paid

$

3,743

Earnout - current

200

Earnout - long-term

300

Total purchase price

$

4,243

Assets acquired:

Inventory

$

321

Other assets

257

Intangible assets

3,200

Total identifiable assets

3,778

Goodwill

$

465

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.

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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 $465,000 and $57,000 was recorded to deferred taxes as of June 30, 2026. The total amount of goodwill expected to be deductible for tax purposes is $0.2 million.

The Company recorded changes in fair value of the estimated earnout consideration to be achieved (as a result of lower than forecasted revenue performance). The change in estimates resulted in a reversal $0.4 million during the fiscal year ended June 30, 2026, and is recorded in selling, general, and administrative expenses. As of June 30, 2026, the total estimated earnout was $0.1 million.

During the fiscal year ended June 30, 2026, the Company incurred approximately $0.2 million 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:

Category

Amount

(in thousands)

Useful Life

(Years)

Trade name

$

700

5

Know-how

300

5

Consultant sales force

2,200

7

Total acquired identifiable intangible assets(1)

$

3,200

(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 consultant 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 $0.4 for the fiscal year ended June 30, 2026.

Unaudited supplemental information on a pro forma basis, as if the LoveBiome transaction had been consummated on July 1, 2024, is as follows (in thousands):

Year ended June 30,

2026

2025

Revenue

$

185,124

$

237,293

Earnings

5,019

10,158

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable. These results are not necessarily indicative of the Company’s consolidated financial condition or statements of operations in future periods or the results that actually would have been realized had the Company and LoveBiome been a combined entity during the periods presented. These pro forma amounts have been calculated after applying the following adjustments that were directly attributable to the LoveBiome transaction:

•
The supplemental pro forma earnings for fiscal year ended June 30, 2026 were adjusted to exclude the $0.2 million in acquisition-related costs associated with the LoveBiome transaction, and instead, these costs are reflected in the pro forma earnings for the fiscal year ended June 30, 2025.

•
These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results of LoveBiome to reflect additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from July 1, 2024, as well as adjustments to other selling, general, and administrative expenses for contracts that were not assumed in this transaction, with the consequential tax effects.

Total revenue related to LoveBiome consultants from the date of acquisition to June 30, 2026 was $6.3 million. Determining earnings from the date of acquisition is impracticable as LoveBiome has been fully integrated into the Company and costs are not segregated between LoveBiome and the legacy LifeVantage business.

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Note 16 — 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 June 30, 2026, 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 17 — Related Party Transactions

On February 23, 2026, the Company entered into a Securities Purchase Agreement with a stockholder who owns more than 10% of the Company’s issued and outstanding shares, to repurchase 0.1 million shares of common stock at a price of $0.5 million in exchange for cash. All shares were received and cash was transferred as of June 30, 2026.

100