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SECURITIES AND EXCHANGE COMMISSION
Colorado | 6770 | 90-0224471 | ||
(State or Jurisdiction of Incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Suite 1970
Greenwood Village, Colorado 80111
(720) 488-1711
(Address and telephone number of principal executive offices)
Treasurer
6400 South Fiddler’s Green Circle
Suite 1970
Greenwood Village, Colorado 80111
(720) 488-1711
(Name, address and telephone number of agent for service)
Jon Taylor
Sarah Barnes
Kendall, Koenig & Oelsner PC
999 Eighteenth Street Suite 1825
North Tower
Denver CO 80202
(303) 672-0100
Title of Each Class of | Dollar | Proposed Maximum | Proposed Maximum | |||||||||||||||||||
Securities to be | Amount to | Offering Price | Aggregate | Amount of | ||||||||||||||||||
Registered | be Registered (1) | Per Unit (2) | Offering Price (2) | Registration Fee | ||||||||||||||||||
Common Stock underlying Convertible Debentures | 7,450,000 | $ | 0.23 | $ | 1,713,500 | $ | 52.61 | |||||||||||||||
Common Stock underlying Warrants | 9,495,000 | $ | 0.23 | $ | 2,183,850 | $ | 67.04 | |||||||||||||||
TOTAL | 16,945,000 | $ | 3,897,350 | $ | 119.65 | |||||||||||||||||
(1) | In addition to any securities that may be registered hereunder, we are also registering an indeterminable number of additional shares of our common stock, pursuant to Rule 416 under the Securities Act of 1933, as amended, that may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions affecting the shares to be offered by the selling stockholders. | |
(2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the bid and ask prices for the Registrant’s common stock as reported on the OTC Bulletin Board on December 10, 2007. |
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The information in this Prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and neither the selling security holders nor we are soliciting offers to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED December 17, 2007
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Form of Warrant | ||||||||
Form of Convertible Debenture | ||||||||
Letter Agreement - Aspenwood Capital | ||||||||
Letter Agreement - Bolder Venture Partners and the Company | ||||||||
Consent of Independent Registered Public Accounting Firm |
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Pro-Forma Fully | ||||||||||||
Issued and | Diluted Shares | |||||||||||
Outstanding | Outstanding | Notes | ||||||||||
Common Stock | 22,303,034 | 22,303,034 | 1 | |||||||||
Preferred Stock | -0- | -0- | 2 | |||||||||
Total Issued and Outstanding | 22,303,034 | 22,303,034 | ||||||||||
Common Stock underlying Bridge Loan Warrants issued pursuant to 2005 Offering | 1,592,569 | 3, 7 | ||||||||||
Common Stock underlying Unit Warrants issued pursuant to 2005 Offering | 3,965,016 | 4, 7 | ||||||||||
Common Stock underlying Placement Agent Warrants issued pursuant to 2005 Offering | 409,281 | 5, 7 | ||||||||||
Options issuable under the 2007 Long-Term Incentive Plan | 6,000,000 | |||||||||||
Common Stock underlying Convertible Debentures issued pursuant to 2007 Offering | 7,450,000 | 6 | ||||||||||
Common Stock underlying Warrants issued pursuant to 2007 Offering | 8,195,000 | 6, 7 | ||||||||||
Common Stock underlying other Warrants outstanding | 2,879,516 | 7 | ||||||||||
Total Issued and Outstanding | 52,794,416 | |||||||||||
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1. | The common stock is entitled to vote. When the term “common stock” is used herein, it is intended to refer only to the common stock. There are 250,000,000 shares of common stock authorized. | |
2. | There are 50,000,000 shares of preferred stock authorized and no shares outstanding. See “Description of Capital Stock” below. | |
3. | In the Company’s March 16, 2005 private placement offering (the “2005 Offering”), holders of convertible promissory notes received warrants to purchase common stock of the Company equal to the principal amount and accrued interest divided by the $2.00 per share 2005 Offering price, with a $2.00 per share exercise price (the “Bridge Loan Warrants”). The Bridge Loan Warrants are exercisable until April 18, 2008. Effective June 28, 2007, the Company offered to re-price the Bridge Loan Warrants to be exercisable at $0.30 per share. | |
4. | Participants in the 2005 Offering were issued $20,000 Units consisting of 10,000 shares of common stock and a warrant to purchase 10,000 shares of common stock for $2.50 per share, exercisable until April 18, 2008 (the “Unit Warrants”). A total of 4,000,016 Unit Warrants were issued. To date, Unit Warrants for 35,000 shares of common stock have been exercised. There are currently Unit Warrants exercisable for 3,965,016 shares of common stock outstanding. Effective June 28, 2007, the Company offered to re-price the Unit Warrants to be exercisable at $0.30 per share. | |
5. | Keating Securities, the placement agent in the 2005 Offering, or their assignees, received warrants to purchase 409,281 shares of the Company’s common stock for $2.00 per share, exercisable until April 18, 2008 (the “Placement Agent Warrants”). There are currently Placement Agent Warrants exercisable for 409,281 shares of common stock outstanding. Effective June 28, 2007, the Company offered to re-price the Placement Agent Warrants to be exercisable at $0.30 per share. | |
6. | Participants in the Company’s June 2007 private placement offering (the “2007 Offering”) received Units consisting of a Convertible Debenture with a principal amount of $10,000 convertible into shares of the Company’s common stock at $.20 per share and a Warrant to purchase 50,000 shares of the Company’s common stock at $.30 per share. | |
7. | We cannot offer any assurance that any warrants will be exercised. |
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Denver Health Medical Center
Children’s Hospital, Denver
University of Florida
University of Kentucky
University of Michigan
Louisiana State University
Ohio State University
Vanderbilt University
Glamorgan University, Wales
Sahlgrenska University Hospital, Göteborg, Sweden
University of Toronto/St. Michael’s Hospital, Canada
University Hospital, Brno, Czech Republic
Mexican Institute of Social Security, Mexico City
Coronary artery bypass graft failure
Asthma
Duchenne muscular dystrophy
Metabolic syndrome
Non-alcoholic fatty liver disease
Optic neuropathy
Altitude sickness
Skin cancer
Photoaging of the skin
Renal failure
Osteoarthritis
HIV/AIDS-associated lipodystrophy
Pulmonary hypertension
Periodontal disease
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• | Our limited operating history and lack of sufficient revenues from operations; | ||
• | Our ability to successfully expand our operations and manage our future growth; | ||
• | The effect of current and future government regulations and regulators on our business; | ||
• | The effect of unfavorable publicity on our business; | ||
• | Competition in the dietary supplement market; | ||
• | The potential for product liability claims against us; | ||
• | Our dependence on third party manufacturers to manufacture our product; | ||
• | The ability to obtain raw material for our product; | ||
• | Our dependence on a limited number of significant customers and a single product for our revenue; | ||
• | Our ability to protect our intellectual property rights and the value of our product; | ||
• | Our ability to continue to innovate and provide products that are useful to consumers; | ||
• | The significant control that our management and significant shareholders exercise over us; and | ||
• | The illiquidity of our common stock. |
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• | Initiating investigations; | ||
• | Issuing warning letters and cease and desist orders; | ||
• | Demanding recalls; | ||
• | Initiating adverse publicity; | ||
• | Requiring corrective labeling or advertising; | ||
• | Requiring consumer redress and/or disgorgement; | ||
• | Seeking injunctive relief or product seizures; | ||
• | Initiating judicial actions; and | ||
• | Imposing civil penalties or commencing criminal prosecution. |
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• | The reformulation of products to meet new standards; | ||
• | Additional ingredient restrictions; | ||
• | Additional claim restrictions; | ||
• | The recall or discontinuance of products unable to be reformulated; | ||
• | Imposition of additional good manufacturing practices and/or record keeping requirements; | ||
• | Expanded documentation of the properties of products; and | ||
• | Expanded or different labeling or scientific substantiation. |
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• | Control the composition of our board of directors; | ||
• | Control our management and policies; | ||
• | Determine the outcome of the significant corporate transactions; including changes in control that may be beneficial to shareholders; and | ||
• | Act in each of their own interests, which may conflict with, or be different from, the interests of each other or the interests of the other shareholders. |
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• | the number of shares of common stock beneficially owned as of November 30, 2007 and prior to the offering contemplated by this Prospectus, | ||
• | the number of shares of common stock eligible for resale and to be offered by each selling security holder pursuant to this Prospectus, | ||
• | the number of shares owned by each selling security holder after the offering contemplated by this Prospectus, assuming that all shares eligible for resale pursuant to this Prospectus actually are sold, | ||
• | the percentage of shares of common stock beneficially owned by each selling security holder after the offering contemplated by this Prospectus, and | ||
• | in notes to the table, additional information concerning the selling security holders, including any NASD affiliations and any relationships, excluding non-executive employee and other non-material relationships, that a selling security holder had during the past three years with the registrant or any of its predecessors or affiliates. |
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Number of Shares of | Number of Shares of | Number of Shares of | Percentage of Shares | |||||||||||||||||
Common Stock Owned | Common Stock to be | Common Stock Owned | of Common Stock | |||||||||||||||||
Selling Security Holders | Prior to Offering | Offered | After Offering | Owned After Offering | ||||||||||||||||
The Joel D.Aaseby Living Trust | 245,765 | 150,000 | 95,765 | 0 | % | |||||||||||||||
Brio Capital | 1,500,000 | 1,500,000 | — | 0 | % | |||||||||||||||
Burtness, Richard | 250,000 | 250,000 | — | 0 | % | |||||||||||||||
Douglas, Scott | 200,000 | 200,000 | — | 0 | % | |||||||||||||||
Elson, Andrew | 100,000 | 100,000 | — | 0 | % | |||||||||||||||
Erigero, Gregory | 445,000 | 400,000 | 45,000 | 0 | % | |||||||||||||||
Gibson Living Trust | 780,594 | 750,000 | 30,594 | 0 | % | |||||||||||||||
Haag, Randy | 525,000 | 500,000 | 25,000 | 0 | % | |||||||||||||||
Katchmar, Michael L. & Elizabeth I. | 150,000 | 150,000 | — | 0 | % | |||||||||||||||
Lewis, Paul W. | 275,362 | 250,000 | 25,362 | 0 | % | |||||||||||||||
Madison, Reed(1) | 155,133 | 50,000 | 105,133 | 0 | % | |||||||||||||||
Sterling Trust Company, custodian FBO Harold Reed Madison(1) | 20,000 | — | 20,000 | 0 | % | |||||||||||||||
Ossello, Ellen(1) | 50,000 | 50,000 | — | 0 | % | |||||||||||||||
Ossello, Gianna Marie(1) | 50,000 | 50,000 | — | 0 | % | |||||||||||||||
Sterling Trust Company Custodian, Guy J. Ossello | 250,000 | 250,000 | — | 0 | % | |||||||||||||||
Ossello, Nicholas(1) | 50,000 | 50,000 | — | 0 | % | |||||||||||||||
Ossello. Steve(1) | 197,906 | 100,000 | 97,906 | 0 | % | |||||||||||||||
Ossello, Steve IRA(1) | 200,000 | 200,000 | — | 0 | % | |||||||||||||||
Ostrander, John | 278,500 | 250,000 | 28,500 | 0 | % | |||||||||||||||
Sauber, Gregory G. | 210,000 | 150,000 | 60,000 | 0 | % | |||||||||||||||
Severance, Leigh H(2) | 1,340,242 | 1,000,000 | 340,242 | 2 | % | |||||||||||||||
Severance, Leigh H Profit Sharing Plan(2) | 463,255 | 400,000 | 63,255 | 0 | % | |||||||||||||||
Severance, Leigh H Pension Plan(2) | 476,500 | 400,000 | 76,500 | 0 | % | |||||||||||||||
Thompson, Jack R.(3) | 477,877 | 300,000 | 177,877 | 1 | % | |||||||||||||||
Ulland, William | 538,109 | 500,000 | 38,109 | 0 | % | |||||||||||||||
W&O Enterprises(1) | 391,800 | 300,000 | 91,800 | 0 | % | |||||||||||||||
Weissenberger, Erich G. | 2,000,000 | 2,000,000 | — | 0 | % | |||||||||||||||
White, Catherine | 100,000 | 100,000 | — | 0 | % | |||||||||||||||
White Sands Investors Group | 754,504 | 600,000 | 154,504 | 1 | % | |||||||||||||||
Wrolstad, Chris(1) | 329,680 | 250,000 | 79,680 | 0 | % | |||||||||||||||
Veracity Credit Consultants(4) | 750,000 | 750,000 | — | 0 | % | |||||||||||||||
George F. Wood | 1,252,715 | 1,000,000 | 252,715 | 1 | % | |||||||||||||||
Andrew J. and Shelly D. Iseman | 400,000 | 300,000 | 100,000 | 0 | % | |||||||||||||||
Fidelity IRA Rollover FBO Eugene C. McColley | 200,000 | 200,000 | — | 0 | % | |||||||||||||||
Richard M. Hopper | 520,000 | 500,000 | 20,000 | 0 | % | |||||||||||||||
James W. Gallaway | 100,000 | 100,000 | — | 0 | % | |||||||||||||||
John Dexter | 120,000 | 100,000 | 20,000 | 0 | % | |||||||||||||||
Milton Datsopoulos | 677,877 | 400,000 | 277,877 | 1 | % | |||||||||||||||
Susan B. Merrill | 300,000 | 300,000 | — | 0 | % | |||||||||||||||
Richard Wexler(5) | 100,000 | 100,000 | — | 0 | % | |||||||||||||||
Bolder Venture Partners, LLC(6) | 1,200,000 | 1,200,000 | — | 0 | % | |||||||||||||||
Green Drake Capital(1) | 745,000 | 745,000 | — | 0 | % | |||||||||||||||
Total | 19,170,819 | 16,945,000 | 2,225,819 | 10 | % | |||||||||||||||
(1) | Affiliated with Aspenwood Capital. | |
(2) | Former director of Lifevantage Corporation. | |
(3) | Current director of Lifevantage Corporation. | |
(4) | Affiliated with Bolder Venture Partners, LLC, management consultants to the Company. | |
(5) | Warrants issued to Richard Wexler are in connection with promotion consulting services provided to the Company by Mr. Wexler. | |
See “Recent Sales of Unregistered Securities” for more information. | ||
(6) | Warrants issued to Bolder Venture Partners, LLC are in connection with management consulting services provided to the Company by BVP. Shares of common stock underlying the warrant vest in monthly increments through September 2008 as well as upon the achievement of certain performance milestones by BVP. See “Certain Relationships and Related Transactions” for more information. |
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• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this Prospectus; | ||
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; | ||
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | an over-the-counter distribution in accordance with the rules of the OTC Bulletin Board; and | ||
• | in privately negotiated transactions. |
• | enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume; | ||
• | sell the shares short and redeliver the shares to close out such short positions; | ||
• | enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares that this Prospectus offers, which they may in turn resell; and | ||
• | pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell. |
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• | the number of shares that the selling security holder is offering; | ||
• | the terms of the offering, including the name of any underwriter, dealer or agent; | ||
• | the purchase price paid by any underwriter; | ||
• | any discount, commission and other underwriter compensation; | ||
• | any discount, commission or concession allowed or reallowed or paid to any dealer; and | ||
• | the proposed selling price to the public. |
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• | We issued 15,385,110 shares of our common stock (representing about 94% of our outstanding common stock after the Reorganization) to eleven persons in exchange for their ownership interest in Lifeline Nutraceuticals. | ||
• | We agreed to exchange $240,000 in new promissory notes for a like amount of convertible debt obligations of Lifeline Nutraceuticals. | ||
• | We agreed to exchange $559,000 in new promissory notes for a like amount of bridge loan note obligations of Lifeline Nutraceuticals. |
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1. | be absorbed; nor | ||
2. | Work in conjunction with each other in one safe, orally-available pill. |
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www.nutritionbusiness.com
Major Product Segment
2005 ($Mil) | 2006 ($Mil) | 06 growth | ||||||||||
Supplements | 21,316 | 22,460 | 5.4 | % | ||||||||
Natural & Organic Food | 20,840 | 23,602 | 13.3 | % | ||||||||
Functional Foods | 28,500 | 31,400 | 10.2 | % | ||||||||
Natural & Organic Personal Care, Household Goods | 6,556 | 7,490 | 14.2 | % | ||||||||
Nutrition Industry | 77,212 | 84,952 | 10.0 | % | ||||||||
• | increased awareness of the health benefits of dietary supplements; | ||
• | a trend toward preventive health care; | ||
• | an increase in the number of older Americans; and | ||
• | health care consumers’ interest in managing their own health needs. |
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1. | Mandatory registration with the FDA of all food manufacturers. | ||
2. | Prior notice to regulators of inbound food shipments. | ||
3. | Recordkeeping requirements, and grant of access to the FDA of applicable records. | ||
4. | Grant of detention authority to the FDA of food products in certain circumstances. |
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CONDITION AND RESULTS OF OPERATIONS
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Deferred | Deferred | |||||||
Revenue | Expense | |||||||
Deferred revenue and expense as of June 30, 2006 | $ | 1,144,950 | $ | 152,677 | ||||
Recognition of revenue from FY2006 deferred sales | (748,230 | ) | (98,268 | ) | ||||
Additions to deferred revenue / expense for the three months ended September 30, 2006 | 678,960 | 101,627 | ||||||
Recognition of revenue due to retail sell-through in the three months ended September 30, 2006 | (199,020 | ) | (30,118 | ) | ||||
Deferred revenue and expense as of September 30, 2006 | $ | 876,660 | $ | 25,918 | ||||
Additions to deferred revenue / expense for the three months ended December 31, 2006 | 126,653 | 19,381 | ||||||
Recognition of revenue due to retail sell-through in the three months ended December 31, 2006 | (221,910 | ) | (33,529 | ) | ||||
Deferred revenue / expenses as of December 31, 2006 | $ | 781,403 | $ | 111,770 | ||||
Additions to deferred revenue / expense for the three months ended March 31, 2007 | 208,395 | 31,564 | ||||||
Recognition of revenue due to retail sell-through in the three months ended March 31, 2007 | (186,840 | ) | (28,523 | ) | ||||
Deferred revenue / expenses as of March 31, 2007 | $ | 802,958 | $ | 114,811 | ||||
Additions to deferred revenue / expense for the three months ended June 30, 2007 | 156,352 | 24,978 | ||||||
Recognition of revenue due to retail sell-through in the three months ended June 30, 2007 | (141,060 | ) | (21,982 | ) | ||||
Deferred revenue / expenses as of June 30, 2007 | $ | 818,250 | $ | 117,807 | ||||
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Name | Age | Occupation/Position with Company | ||||
Dr. James D. Crapo | 65 | Chairman of the Board | ||||
Mr. Jack R. Thompson | 58 | Director, Chairman of Audit Committee | ||||
Dr. Joe M. McCord | 62 | Director |
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Nonqualified | ||||||||||||||||||||||||||||
Non-equity | deferred | |||||||||||||||||||||||||||
Fees earned or paid | incentive plan | compensation | All other | |||||||||||||||||||||||||
in cash | Stock awards | Option awards | compensation | earnings | compensation | Total | ||||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
Dr. James D. Crapo(1) | $ | 15,000 | — | $ | 56,375 | — | — | — | $ | 71,375 | ||||||||||||||||||
H. Leigh Severance(2) | $ | 15,000 | — | $ | 83,290 | — | — | — | $ | 98,290 | ||||||||||||||||||
Javier W. Baz(3) | $ | 15,000 | — | — | $ | 19,697 | — | — | $ | 34,697 | ||||||||||||||||||
James J. Krejci(4) | $ | 15,000 | — | $ | 109,765 | — | — | — | $ | 124,765 | ||||||||||||||||||
William L. Lister(5) | $ | 15,000 | — | $ | 41,646 | — | — | — | $ | 56,646 | ||||||||||||||||||
John B. Van Heuvelen(6) | $ | 15,000 | — | $ | 66,355 | — | — | — | $ | 81,355 | ||||||||||||||||||
Dr. Larry Gold(7) | $ | 7,500 | — | $ | 3,168 | — | — | — | $ | 10,668 | ||||||||||||||||||
Dr. Joe McCord (8) | — | — | $ | 15,497 | — | — | — | $ | 15,497 |
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1. | Options to purchase 120,000 shares of the Company’s common stock were granted to Dr. Crapo during the year ended June 30, 2007. Options to purchase a total of 144,000 shares of common stock were outstanding as of June 30, 2007. The amount recognized for option awards is the amount recognized for financial statement reporting purposes during fiscal 2007 under Statement of Financial Accounting Standards 123(R), (“SFAS 123(R)”). | |
2. | During fiscal 2007, Mr. Severance held options to purchase 60,000 shares of the Company’s common stock. Pursuant to the terms of the option agreement, vested options totaling 55,000 expired 90 days after Mr. Severance’s December 13, 2006 resignation from the board of directors, or March 13, 2007. The amount recognized for option awards is the amount recognized for financial statement reporting purposes during fiscal 2007 under SFAS 123(R). | |
3. | As of June 30, 2007, Mr. Baz held compensation based warrants to purchase 120,000 shares of the Company’s common stock. These warrants were granted outside our 2007 Long-Term Incentive Plan. The amount recognized for non equity incentive plan compensation is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
4. | During fiscal 2007, Mr. Krejci held options to purchase 66,000 shares of the Company’s common stock for his service as a director. Pursuant to the terms of the option agreement, Mr. Krejci’s vested option to purchase 66,000 shares of common stock expired 90 days after Mr. Krejci’s termination date,or November 29, 2007. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
5. | During fiscal 2007, Mr. Lister held options to purchase 30,000 shares of the Company’s common stock for his services as a director. Pursuant to the terms of the option agreement, Mr. Lister’s vested option totaling 27,500 expired 90 days after Mr. Lister’s December 22, 2006 departure as director of the Company or March 22, 2007. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
6. | During fiscal 2007, options to purchase 120,000 shares of the Company’s common stock were granted to Mr. Van Heuvelen. Options to purchase 150,000 shares of common stock were outstanding as of June 30, 2007. Through August 25, 2007, the date of Mr. Van Heuvelen’s resignation, 100,000 of the total 150,000 options outstanding had vested. Pursuant to the terms of the option agreement, Mr. Van Heuvelen’s vested option totaling 100,000 will expire 90 days after Mr. Van Heuvelen’s August 25, 2007 resignation from the board of directors or November 23, 2007. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
7. | During fiscal 2007, options to purchase 50,000 shares of the Company’s common stock were granted to Dr. Gold. Pursuant to the terms of the option agreement, Dr. Gold’s option to purchase 50,000 shares of common stock expired 90 days after Dr. Gold’s resignation from the board of directors, which was on December 20, 2006. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
8. | Dr. Joe McCord was not compensated in cash as a director during fiscal year ended June 30, 2007. During fiscal 2007, Dr. McCord was granted options to purchase 260,408 shares of the Company’s common stock. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). |
Name | Age | Position | ||||
Gene R. Copeland | 64 | Interim Chief Operating Officer | ||||
Bradford K. Amman | 45 | Director of Finance, Secretary and Treasurer |
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Nonequity | Nonqualified | |||||||||||||||||||||||||||||||||||
incentive | deferred | |||||||||||||||||||||||||||||||||||
Stock | Option | plan | compensation | All other | ||||||||||||||||||||||||||||||||
Name and principal | Salary | Bonus | awards | awards | compensation | earnings | compensation | Total | ||||||||||||||||||||||||||||
position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
James J. Krejci, | 2007 | 97,481 | — | — | 159,322 | — | — | — | 256,803 | |||||||||||||||||||||||||||
Former Chief Executive Officer (1) | 2006 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Bradford K. Amman, | 2007 | 133,583 | 4,000 | — | 20,588 | — | — | — | 158,171 | |||||||||||||||||||||||||||
Director of Finance (2) | 2006 | 5,833 | — | — | — | — | — | — | 5,833 | |||||||||||||||||||||||||||
Stephen K. Onody, | 2007 | 224,717 | 42,000 | — | 464,948 | — | — | 6,746 | (4) | 738,411 | ||||||||||||||||||||||||||
Former Chief Executive Officer (3) | 2006 | 166,564 | 42,000 | — | — | — | — | 13,221 | (4) | 221,785 | ||||||||||||||||||||||||||
Gerald J. Houston, | 2007 | 212,043 | 28,500 | — | 78,960 | — | — | — | 319,503 | |||||||||||||||||||||||||||
Former Chief Financial Officer (5) | 2006 | 95,000 | 28,500 | — | — | — | — | 25,000 | (6) | 148,500 | ||||||||||||||||||||||||||
Gene R. Copeland, | 2007 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Interim Chief Operating Officer (7) | 2006 | — | — | — | — | — | — | — | — |
1. | Pursuant to his services as CEO, Mr. Krejci was granted an option to purchase 1,000,000 shares of the Company’s common stock on December 21, 2006. Mr. Krejci’s employment as Chief Executive Officer was terminated on August 31, 2007, and according to the terms of his option agreement, his vested options to purchase 250,000 shares of common stock expired 90 days after Mr. Krejci’s termination date, or November 29, 2007. Mr. Krejci’s unvested options expired when he left the Company. The option award was calculated using the Black-Scholes method pursuant to Statement of Financial Accounting Standards 123(R) (“SFAS 123(R)”). |
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2. | Mr. Amman joined the Company on June 15, 2006. He was granted an option to purchase 120,000 shares of the Company’s common stock on September 26, 2006 at an exercise price of $0.76 per share. On January 16, 2007, Mr. Amman was granted an option to purchase 26,571 shares at an exercised price of $0.49 per share in exchange for a reduction in salary. The option award was calculated using the Black-Scholes method pursuant to SFAS 123(R). | |
3. | Mr. Onody joined the Company as Chief Executive Officer on November 28, 2005 and resigned from the Company on November 30, 2006. Pursuant to the terms of his employment agreement, Mr. Onody’s unvested options expired when he left the Company and his vested options expired 90 days after Mr. Onody left the Company. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
4. | For fiscal year end of June 30, 2007, other compensation consists of $1,325 for an annual life insurance premium and $5,421 for disability insurance premiums paid by the Company on behalf of Mr. Onody. Consists of $1,920 for an annual life insurance premium and $11,301 for disability insurance premiums paid by the Company on Mr. Onody’s behalf for fiscal year ended June 30, 2006. | |
5. | Mr. Houston joined the Company as Chief Financial Officer on January 4, 2006 and his compensation for 2006 is reported only from January 4, 2006 to year end. Mr. Houston resigned from the Company on February 16, 2007. Pursuant to the terms of his employment agreement, Mr. Houston’s non-vested options expired when he left the Company and his vested options expired 90 days after he left the Company. The amount recognized for option awards is the amount recognized for financial statement reporting during fiscal 2007 under SFAS 123(R). | |
6. | Consists of $25,000 of Mr. Houston’s relocation expenses that were reimbursed by us. | |
7. | Mr. Copeland was retained by the Company pursuant to a signed letter of intent with Bolder Venture Partners (“BVP”) effective September 28, 2007. During fiscal 2007, no compensation was due or paid to BVP or Mr. Copeland. |
Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||||||||||||||||||
Number of | Equity incentive | Equity incentive | plan awards: Market | |||||||||||||||||||||||||||||||||
securities | plan awards: | plan awards: Number | or payout value of | |||||||||||||||||||||||||||||||||
underlying | Number of | Number of securities | Market value of | of unearned shares, | unearned shares, | |||||||||||||||||||||||||||||||
unexercised | securities | underlying | Option | Number of shares or | shares of units of | units or other | units or others | |||||||||||||||||||||||||||||
options | underlying | unexercised | exercise | Option | units of stock that | stock that have not | rights that have | rights that have | ||||||||||||||||||||||||||||
(#) | unexercised options | unearned options | price | expiration | have not vested | vested | not vested | not vested | ||||||||||||||||||||||||||||
Name | exercisable | (#) unexercisable | (#) | ($) | date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
James J. Krejci | 66,000 | — | — | $ | 3.37 | 2/1/09 | — | — | — | — | ||||||||||||||||||||||||||
Former CEO (1) | 250,000 | — | 750,000 | $ | 0.61 | 12/21/16 | — | — | — | — | ||||||||||||||||||||||||||
Bradford K. Amman | 30,000 | — | 90,000 | $ | 0.76 | 09/26/16 | — | — | — | — | ||||||||||||||||||||||||||
Treasurer & Secretary (2) | 11,905 | — | 16,666 | $ | 0.49 | 01/16/17 | — | — | — | �� | — |
1. | An option to purchase 1,000,000 shares of common stock was granted to Mr. Krejci on December 21, 2006 for which 250,000 vested immediately and the remaining 750,000 vest annually on the anniversary date of the grant over three years. The unvested 750,000 expired upon Mr. Krejci’s departure from the Company and the 250,000 vested options expired 90 days after Mr. Krejci’s departure, or November 29, 2007. | |
2. | An option to purchase 120,000 shares of common stock was granted to Mr. Amman on September 26, 2006 for which 1/36 vests monthly over three years. In effort to conserve the Company’s cash resources, an option to purchase 28,571 shares of common stock was granted to Mr. Amman on January 16, 2007 in exchange for a 10% salary reduction for one year. The options vest monthly over twelve months. |
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Name and Address of Beneficial of Owner (1) | Position | Number of Shares | Percentage of Class | |||||||
Gene R. Copeland | Interim COO | — | - | |||||||
Bradford K. Amman | Secretary and Treasurer | 76,190 | (5) | * | ||||||
Dr. James D. Crapo | Chairman of the Board | 734,000 | (4) | 3.3 | % | |||||
of Directors | ||||||||||
Dr. Joe M. McCord | Director | 1,698,840 | (2) | 7.6 | % | |||||
Jack R. Thompson | Director | 202,877 | (3) | * | ||||||
William J. Driscoll 5350 Moonlight Way Parker CO 80134-4535 | — | 2,128,716 | (6) | 9.6 | % | |||||
Paul R. Myhill | — | 2,353,711 | (7) | 10.6 | % | |||||
3466 Willowrun Court Castle Rock CO 80109 | ||||||||||
Daniel W. Streets 22130 E. Costilla Drive Aurora, CO 80016 | — | 1,702,727 | (8) | 12.2 | % | |||||
All named executive officers and directors as a group (five persons) | 2,711,907 | (9) | 12.2 | % |
* | Less than one percent. | |
1 | The shares of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Except as otherwise indicated in these footnotes and subject to community property laws where applicable, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. In accordance with the beneficial ownership rules of the SEC, the table does not reflect an aggregate of 1,073,834 shares of common stock reserved for issuance upon the exercise of outstanding options not exercisable within 60 days held by certain of our directors and executive officers. | |
2 | Includes 1,606,800 shares of common stock and 92,040 shares which Dr. McCord has the right to acquire or will have the right to acquire within 60 days of September 30, 2007 pursuant to an option to purchase shares of our common stock at $0.49 per share. |
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3. | Includes 100,959 shares held of record by Mr. Thompson, 50,959 shares underlying Bridge Warrants exercisable at $0.30 per share purchased in the Company’s 2005 private placement offering and 50,959 shares underlying unit Warrants exercisable at $0.30 per share purchased in the Company’s 2005 private placement offering. |
4 | Includes 25,000 shares underlying Unit Warrants exercisable at $0.30 per share purchased by Dr. Crapo and his wife as tenants in common in the Company’s 2005 private placement offering. In addition, this amount includes 125,000 shares owned by Dr. Crapo and his wife as tenants in common and 450,000 shares held in Dr. Crapo’s Individual Retirement Account. Also includes shares which Dr. Crapo has the right to acquire or will have the right to acquire pursuant to an option to purchase 24,000 shares of our common stock for $3.37 per share and 110,000 shares for which he has a right to acquire within 60 days of September 30, 2007 at an exercise price of $0.49. |
5 | Includes shares which Mr. Amman has the right to acquire or will have the right to acquire within 60 days of September 30, 2007 pursuant to an option to purchase 50,000 shares at $0.76 per share and 26,190 shares at $0.49 per share |
6 | Includes 593,450 shares held by Mr. Driscoll, 714,096 held jointly by Mr. Driscoll and his wife, 983,450 shares held in trust and 1,295,721 shares held directly by Mr. Driscoll’s wife. Does not include 158,821 shares held by Mr. Driscoll’s adult sons and daughter-in-law. Pursuant to a voting agreement and irrevocable proxy with us dated July 1, 2005, Mr. Driscoll agreed, among other things, to vote his shares of common stock as directed by our Chairman of the Board of Directors until July 1, 2015. |
7 | Includes 400,000 shares held in trust with Mr. Myhill as trustee and 874,945 shares held by Mr. Myhill’s wife. Pursuant to a voting agreement and irrevocable proxy with us dated February 9, 2006, Mr. Myhill and his wife agreed, among other things, to vote their shares of common stock as directed by our Chairman of the Board of Directors until February 7, 2016. |
8 | Includes 54,661 shares held by Mr. Streets directly, 600,000 shares held in a grantor retained annuity trust with Mr. Streets as trustee, 1,004,250 shares held by Mr. Streets’ wife and 43,816 shares held in his wife’s Individual Retirement Account. Does not include 204,250 held by Equity First Holdings, LLC (“Equity First”) pursuant to a pledge of such shares to Equity First. |
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38
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• | the number of preferred shares to constitute such series and the distinctive designations thereof; | ||
• | the rate and preference of dividends (if any), the time of payment of dividends, whether dividends are cumulative and the date from which any dividend shall accrue; | ||
• | whether preferred shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption; | ||
• | the liquidation preferences payable on preferred stock in the event of involuntary or voluntary liquidation; | ||
• | sinking fund or other provisions, if any, for redemption or purchase of preferred stock; | ||
• | the terms and conditions by which preferred stock may be converted, if the Preferred stock of any series are issued with the privilege of conversion; and | ||
• | voting rights, if any. |
• | prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder; | ||
• | upon completion of the transaction that resulted in the interested shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers, and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or | ||
• | on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested shareholder. |
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2007 | 2006 | |||||||||||||||
High | Low | High | Low | |||||||||||||
First Quarter | $ | 1.40 | $ | 0.69 | $ | 11.75 | $ | 4.30 | ||||||||
Second Quarter | $ | 0.87 | $ | 0.44 | $ | 5.75 | $ | 1.72 | ||||||||
Third Quarter | $ | 0.61 | $ | 0.19 | $ | 5.95 | $ | 1.80 | ||||||||
Fourth Quarter | $ | 0.36 | $ | 0.16 | $ | 2.71 | $ | 0.46 |
(a) Number of | (c) Number of securities | |||||||||||
Securities To be | (b) Weighted- | remaining available for future | ||||||||||
issued upon exercise of | average exercise price of | issuance under equity compensation | ||||||||||
Of outstanding options, | outstanding options, | Plans (excluding securities | ||||||||||
Plan Category | warrants and rights | Warrants and rights | Reflected in column (a) | |||||||||
Equity compensation plans approved by security holders | 6,000,000 | $ | 1.66 | 1,765,679 | ||||||||
Equity compensation plans not approved by security holders | 1,679,516 | $ | 2.01 | 0 | ||||||||
Total | 7,679,516 | $ | 1.89 | 1,765,679 | ||||||||
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41
F-2 | ||
F-3 | ||
F-4 | ||
F-5 | ||
Audited Financial Statements | ||
F-12 | ||
Consolidated Financial Statements: | ||
F-13 | ||
F-14 | ||
F-15 | ||
F-17 | ||
F-19 |
F-1
Table of Contents
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2007 and June 30, 2007
(Unaudited) | (Audited) | |||||||
September | June 30, | |||||||
30, 2007 | 2007 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 1,142,857 | $ | 160,760 | ||||
Accounts receivable, net | 404,654 | 398,463 | ||||||
Inventory | 22,708 | 27,834 | ||||||
Deferred expenses | 114,253 | 117,807 | ||||||
Deposit with manufacturer | 360,768 | 388,791 | ||||||
Prepaid expenses | 72,552 | 60,175 | ||||||
Total current assets | 2,117,792 | 1,153,830 | ||||||
Property and equipment, net | 94,469 | 108,915 | ||||||
Intangible assets, net | 2,314,132 | 2,311,110 | ||||||
Deferred offering costs, net | 185,937 | — | ||||||
Deposits | 340,440 | 340,440 | ||||||
TOTAL ASSETS | $ | 5,052,770 | $ | 3,914,295 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 211,397 | $ | 148,699 | ||||
Accrued expenses | 403,416 | 230,811 | ||||||
Deferred revenue | 796,290 | 818,250 | ||||||
Capital lease obligations, current portion | 2,387 | 2,301 | ||||||
Total current liabilities | 1,413,490 | 1,200,061 | ||||||
Long-term liabilities | ||||||||
Capital lease obligations, net of current portion | 215 | 846 | ||||||
Convertible debt | 138,565 | — | ||||||
Total liabilities | 1,552,270 | 1,200,907 | ||||||
Stockholders’ equity | ||||||||
Common stock -par value $.001, 250,000,000 shares authorized; and 22,303,034 and 22,268,034 issued and outstanding as of September 30, 2007 and June 30, 2007 respectively | 22,303 | 22,268 | ||||||
Additional paid-in capital | 16,480,818 | 15,395,037 | ||||||
Accumulated (deficit) | (13,002,621 | ) | (12,703,917 | ) | ||||
Total stockholders’ equity | 3,500,500 | 2,713,388 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 5,052,770 | $ | 3,914,295 | ||||
F-2
Table of Contents
For the three months ended | ||||||||
September 30, | ||||||||
2007 | 2006 | |||||||
Sales, net | $ | 807,324 | $ | 2,075,482 | ||||
Cost of sales | 177,303 | 375,552 | ||||||
Gross profit | 630,021 | 1,699,930 | ||||||
Operating expenses: | ||||||||
Marketing and customer service | 274,448 | 1,032,815 | ||||||
General and administrative | 425,540 | 1,407,626 | ||||||
Research and development | 190,630 | 65,683 | ||||||
Depreciation and amortization | 39,491 | 29,432 | ||||||
Total operating expenses | 930,109 | 2,535,556 | ||||||
Operating (loss) | (300,088 | ) | (835,626 | ) | ||||
Other income and (expense): | ||||||||
Interest income (expense) | 1,384 | 15,418 | ||||||
Net other income (expense) | 1,384 | 15,418 | ||||||
Net income (loss) | $ | (298,704 | ) | $ | (820,208 | ) | ||
Net income (loss) per share, basic and diluted | $ | (0.01 | ) | $ | (0.04 | ) | ||
Weighted average shares outstanding, basic and fully diluted | 22,303,034 | 22,118,034 | ||||||
F-3
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended September 30, | ||||||||
2007 | 2006 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | (298,704 | ) | $ | (820,208 | ) | ||
Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities: | ||||||||
Depreciation and amortization | 39,491 | 29,432 | ||||||
Stock based compensation to employees | 2,723 | 6,836 | ||||||
Stock based compensation to non-employees | 67,487 | 517,074 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) in accounts receivable | (6,191 | ) | (282,708 | ) | ||||
Decrease/(increase) in inventory | 5,126 | (46,968 | ) | |||||
Decrease in deposits to manufacturer | 28,023 | 84,884 | ||||||
(Increase) in prepaid expenses | (12,376 | ) | (268,035 | ) | ||||
(Increase) in other assets | — | (8,819 | ) | |||||
Increase in accounts payable | 62,698 | 31,304 | ||||||
Increase/(decrease) in accrued expenses | 172,605 | (93,472 | ) | |||||
(Decrease) in deferred revenue | (21,960 | ) | (268,290 | ) | ||||
Decrease in deferred expenses | 3,554 | 26,759 | ||||||
Net Cash (Used) by Operating Activities | 42,476 | (1,092,211 | ) | |||||
Cash Flows from Investing Activities: | ||||||||
Redemption of marketable securities | — | 476,531 | ||||||
Purchase of intangible assets | (27,095 | ) | (37,370 | ) | ||||
Purchase of equipment | (122 | ) | (38,520 | ) | ||||
Net Cash (Used)/ Provided by Investing Activities | (27,217 | ) | 400,641 | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from margin debt | — | 767,378 | ||||||
Repayment on margin debt | — | (159,891 | ) | |||||
Capitalized interest expense | 1,075 | — | ||||||
Principal payments under capital lease obligation | (544 | ) | (469 | ) | ||||
Issuance of common stock | 10,500 | — | ||||||
Private placement fees | (119,193 | ) | — | |||||
Proceeds from private placement of convertible debentures | 1,075,000 | — | ||||||
Net Cash Provided by Financing Activities | 966,838 | 607,018 | ||||||
Increase/(Decrease) in Cash and Cash Equivalents: | 982,097 | (84,552 | ) | |||||
Cash and Cash Equivalents — beginning of period | 160,760 | 228,112 | ||||||
Cash and Cash Equivalents — end of period | $ | 1,142,857 | $ | 143,560 | ||||
Non Cash Investing and Financing Activities: | ||||||||
Warrants issued for private placement fees for convertible debentures | $ | 67,596 | $ | — | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
Cash paid for interest expense | $ | — | $ | — | ||||
Cash paid for income taxes | $ | — | $ | — |
F-4
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
F-5
Table of Contents
Deferred Revenue | Deferred Expense | |||||||
Deferred revenue and expense as of June 30, 2007 | $ | 818,250 | $ | 117,807 | ||||
Recognition of revenue in the three months ended September 30, 2007 | (142,770 | ) | (23,324 | ) | ||||
Additions to deferred revenue / expense for the three months ended September 30, 2007 | 120,810 | 19,770 | ||||||
Deferred revenue and expense as of September 30, 2007 | $ | 796,290 | $ | 114,253 |
F-6
Table of Contents
September 30, 2007 | June 30, 2007 | |||||||
Finished goods | $ | 10,749 | $ | 10,947 | ||||
Packaging Supplies | 11,959 | 16,887 | ||||||
Total inventory | $ | 22,708 | $ | 27,834 | ||||
September 30, | June 30, | |||||||
2007 | 2007 | |||||||
Patent costs | $ | 2,225,979 | $ | 2,203,659 | ||||
Trademark costs | 112,225 | 107,451 | ||||||
Amortization of patents & trademarks | (24,072 | ) | — | |||||
Intangible assets, net | $ | 2,314,132 | $ | 2,311,110 | ||||
F-7
Table of Contents
F-8
Table of Contents
F-9
Table of Contents
F-10
Table of Contents
F-11
Table of Contents
LifeVantage Corporation
Greenwood Village, Colorado
October 10, 2007
F-12
Table of Contents
CONSOLIDATED BALANCE SHEETS
June 30, 2007 and 2006
June 30, 2007 | June 30, 2006 | |||||||
(Restated*) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 160,760 | $ | 228,112 | ||||
Marketable securities, available for sale | — | 3,008,573 | ||||||
Accounts receivable, net | 398,463 | 107,892 | ||||||
Inventory | 27,834 | 45,001 | ||||||
Deferred expenses | 117,807 | 152,677 | ||||||
Deposit with manufacturer | 388,791 | 555,301 | ||||||
Prepaid expenses | 60,175 | 316,659 | ||||||
Total current assets | 1,153,830 | 4,414,215 | ||||||
Property and equipment, net | 108,915 | 245,000 | ||||||
Intangible assets, net | 2,311,110 | 2,162,042 | ||||||
Deposits | 340,440 | 316,621 | ||||||
TOTAL ASSETS | $ | 3,914,295 | $ | 7,137,878 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 148,699 | $ | 613,833 | ||||
Accrued expenses | 230,811 | 399,305 | ||||||
Deferred revenue | 818,250 | 1,144,950 | ||||||
Capital lease obligations, current portion | 2,301 | 1,985 | ||||||
Total current liabilities | 1,200,061 | 2,160,073 | ||||||
Long-term liabilities | ||||||||
Capital lease obligations, net of current portion | 846 | 3,146 | ||||||
Total liabilities | 1,200,907 | 2,163,219 | ||||||
Stockholders’ equity | ||||||||
Preferred stock — par value $.001, 50,000,000 shares authorized, no shares issued or outstanding | — | — | ||||||
Common stock, — par value $.001, 250,000,000 shares authorized and 22,268,034 and 22,117,992 issued and outstanding as of June 30, 2007 and 2006 respectively | ||||||||
22,268 | 22,118 | |||||||
Additional paid-in capital | 15,395,037 | 14,018,487 | ||||||
Accumulated (deficit) | (12,703,917 | ) | (9,010,339 | ) | ||||
Unrealized (loss) on securities available for sale | — | (55,607 | ) | |||||
Total stockholders’ equity | 2,713,388 | 4,974,659 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,914,295 | $ | 7,137,878 | ||||
* | See Note 2, “Restatement and Summary of Significant Accounting Policies”. | |
The accompanying notes are an integral part of these consolidated statements. |
F-13
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended June 30, 2007 and 2006
2007 | 2006 | ||||||||
Sales, net | $ | 5,050,988 | $ | 7,165,819 | |||||
Cost of sales | 1,022,792 | 1,491,332 | |||||||
Gross profit | 4,028,196 | 5,674,487 | |||||||
Operating expenses: | |||||||||
Marketing and customer service | 2,991,302 | 4,259,711 | |||||||
General and administrative | 4,355,803 | 3,904,368 | |||||||
Research and development | 245,561 | 114,163 | |||||||
Depreciation and amortization | 92,433 | 265,279 | |||||||
Total operating expenses | 7,685,099 | 8,543,521 | |||||||
Operating (loss) | (3,656,903 | ) | (2,869,034 | ) | |||||
Other income and (expense): | |||||||||
Interest income (expense) | 71,105 | 134,533 | |||||||
Loss on disposal of assets | (105,621 | ) | — | ||||||
Other (expense) | (2,159 | ) | — | ||||||
Total operating expenses | (36,675 | ) | 134,533 | ||||||
Net (loss) | $ | (3,693,578 | ) | $ | (2,734,501 | ) | |||
Net (loss) per share, basic and diluted | $ | (0.17 | ) | $ | (0.12 | ) | |||
Weighted average shares outstanding, basic and diluted | 22,268,034 | 22,117,992 | |||||||
F-14
Table of Contents
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
For the Years ended June 30, 2007 and 2006
Additional | Accumulated | |||||||||||||||||||||||||||
Common Stock | Paid In Capital | Other Comprehensive | Accumulated | Total | Comprehensive | |||||||||||||||||||||||
Shares | Amount | (Restated*) | Income/(loss) | Deficit | (Restated*) | Income | ||||||||||||||||||||||
Balances, July 1, 2005 | 22,117,992 | $ | 22,118 | $ | 13,921,832 | $ | — | $ | (6,275,838 | ) | $ | 7,668,112 | $ | (5,822,397 | ) | |||||||||||||
Unrealized (loss) on securities available for sale | — | — | — | (55,607 | ) | — | (55,607 | ) | (55,607 | ) | ||||||||||||||||||
Warrants issued for services | — | — | 96,655 | — | — | 96,655 | ||||||||||||||||||||||
Net (loss) | — | — | — | — | (2,734,501 | ) | (2,734,501 | ) | (2,734,501 | ) | ||||||||||||||||||
Balances, June 30, 2006 | 22,117,992 | $ | 22,118 | $ | 14,018,487 | $ | (55,607 | ) | $ | (9,010,339 | ) | $ | 4,974,659 | $ | (2,790,108 | ) | ||||||||||||
* | See Note 2, “Restatement and Summary of Significant Accounting Policies”. The accompanying notes are an integral part of these consolidated statements. |
F-15
Table of Contents
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
For the Years ended June 30, 2007 and 2006
Additional | Accumulated | |||||||||||||||||||||||||||
Common Stock | Paid In Capital | Other Comprehensive | Accumulated | Comprehensive | ||||||||||||||||||||||||
Shares | Amount | (Restated*) | Income/(loss) | Deficit | Total | Income | ||||||||||||||||||||||
Balances, July 1, 2006 | 22,117,992 | $ | 22,118 | $ | 14,018,487 | $ | (55,067 | ) | $ | (9,010,339 | ) | $ | 4,974,659 | $ | (2,790,108 | ) | ||||||||||||
Unrealized (loss) on securities available for sale | — | — | — | 55,607 | — | 55,607 | 55,607 | |||||||||||||||||||||
Options/Warrants issued for services | — | — | 1,345,200 | — | — | 1,345,200 | ||||||||||||||||||||||
Stock issued for services | 150,042 | 150 | 31,350 | 31,500 | ||||||||||||||||||||||||
Net (loss) | — | — | — | — | (3,693,578 | ) | (3,693,578 | ) | (3,693,578 | ) | ||||||||||||||||||
Balances, June 30, 2007 | 22,268,034 | $ | 22,268 | $ | 15,395,037 | $ | 0 | $ | (12,703,917 | ) | $ | 2,713,388 | $ | (3,637,971 | ) | |||||||||||||
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For the years ended June 30, 2007 and 2006
2007 | 2006 | ||||||||
(Restated*) | |||||||||
Cash Flows from Operating Activities: | |||||||||
Net (loss) | $ | (3,693,578 | ) | $ | (2,734,501 | ) | |||
Adjustments to reconcile net (loss) to net cash (used) by operating activities: | |||||||||
Depreciation and amortization | 92,432 | 265,279 | |||||||
Loss on disposition of assets | (103,807 | ) | — | ||||||
Stock based compensation to employees | 1,199,440 | — | |||||||
Stock based compensation to non-employees | 177,110 | 96,655 | |||||||
Changes in operating assets and liabilities: | |||||||||
(Increase) in accounts receivable | (290,571 | ) | (107,892 | ) | |||||
Decrease in inventory | 17,167 | 174,643 | |||||||
Decrease in deposits to manufacturer | 166,510 | 436,259 | |||||||
Decrease in prepaid expenses | 256,484 | 99,147 | |||||||
(Increase) in other assets | (23,819 | ) | (285,429 | ) | |||||
(Decrease) in accounts payable | (465,134 | ) | (43,695 | ) | |||||
(Decrease)/Increase in accrued expenses | (168,494 | ) | 191,632 | ||||||
(Decrease)/Increase in deferred revenue | (326,700 | ) | 1,144,950 | ||||||
Decrease/(Increase) in deferred expenses | 34,870 | (152,677 | ) | ||||||
Net Cash (Used) by Operating Activities | (3,128,090 | ) | (915,629 | ) | |||||
Cash Flows from Investing Activities: | |||||||||
Redemption/(Purchase) of marketable securities | 3,064,180 | (3,064,180 | ) | ||||||
(Purchase) of equipment | (60,166 | ) | (136,367 | ) | |||||
Disposal of equipment | 207,626 | — | |||||||
(Purchase) of Intangible Assets | (149,068 | ) | (59,879 | ) | |||||
Net Cash (Used) by Investing Activities | 3,062,572 | (3,260,426 | ) | ||||||
Cash Flows from Financing Activities: | |||||||||
Principal payments under capital lease obligation | (1,984 | ) | (1,169 | ) | |||||
Proceeds from margin debt | 2,093,101 | — | |||||||
Repayment from margin debt | (2,093,101 | ) | — | ||||||
Issuance of Common Stock | 150 | — | |||||||
Net Cash (Used) by Financing Activities | (1,834 | ) | (1,169 | ) | |||||
(Decrease) in cash | (67,352 | ) | (4,177,224 | ) | |||||
Cash and Cash Equivalents — beginning of period | 228,112 | 4,405,336 | |||||||
Cash and Cash Equivalents — end of period | $ | 160,760 | $ | 228,112 | |||||
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2007 and 2006
2007 | 2006 | ||||||||
(Restated*) | |||||||||
Non Cash Investing and Financing Activities: | |||||||||
Acquisition of asset through capital lease | $ | — | $ | 6,300 | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||
Cash paid for interest expense | $ | — | $ | — | |||||
Cash paid for income taxes | $ | — | $ | — |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• | The Company re-evaluated its marketing programs and has either cancelled or allowed to expire various marketing and positioning contracts, replacing them with a more targeted advertising plan. The new marketing plan includes direct to consumer “interview style marketing” that can be expanded or contracted according to available cash flows. Cash flow savings from changing from the Company’s previous national marketing programs to the Company’s targeted marketing approach are expected to be approximately $1,600,000. | ||
• | During fiscal 2007, in effort to cut expenses, several employees were terminated and consultant contracts were allowed to expire without renewal and management has balanced corporate responsibilities among remaining personnel. Cash flow savings from changes to the Company’s current personnel are expected to be approximately $1,100,000. | ||
• | The Company re-evaluated its consultant contracts including web hosting and call center operations and has either cancelled various contracts or allowed them to expire and replaced them with more cost-efficient contracts. Cash flow savings from the expiration or termination of the Company’s consultant contracts are expected to be approximately $400,000. | ||
• | The Company has adopted new marketing promotions as well as new customer service retention and recapture programs. Such programs are not expected to increase sales immediately but are expected to reduce direct sales erosion experienced in fiscal 2007. Sales increases are expected to result from the redesign of e-commerce sites and enhanced direct to consumer marketing, as well as expansion into the natural product market with contracts with several well-known natural foods retailers and brokers. |
F-19
Table of Contents
For the year ended | ||||
June 30, 2006 | ||||
Intangible Assets | ||||
Patent costs as previously reported | $ | 97,905 | ||
Restatement of patent costs related to the acquisition of LNC | 2,000,000 | |||
Restated patent costs | $ | 2,097,905 | ||
Goodwill as previously reported | $ | 5,310,000 | ||
Restatement of goodwill related to the acquisition of LNC | (5,310,000 | ) | ||
Restated goodwill | $ | -0- | ||
Additional Paid-in-Capital | ||||
Additional paid-in-capital as previously reported | $ | 17,328,487 | ||
Restatement of additional paid-in-capital related to the acquisition of LNC | (3,310,000 | ) | ||
Restated additional paid-in-capital | $ | 14,018,487 | ||
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June 30, | ||||||||
2007 | 2006 | |||||||
Finished goods | $ | 10,947 | $ | 25,097 | ||||
Packaging supplies | 16,887 | 19,904 | ||||||
Total inventory | $ | 27,834 | $ | 45,001 | ||||
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Unrealized | Fair | |||||||
(Loss) | Value | |||||||
As of June 30, 2007 | ||||||||
Available for sale securities | ||||||||
Debt securities (maturing 0 to 2 years) | $ | — | $ | — | ||||
As of June 30, 2006 | ||||||||
Available for sale securities | ||||||||
Debt securities (maturing 0 to 2 years) | ($55,607 | ) | $ | 3,008,573 | ||||
June 30, | ||||||||
2007 | 2006 | |||||||
Equipment | $ | 148,899 | $ | 139,185 | ||||
Software | 59,708 | 216,881 | ||||||
Accumulated Depreciation | (99,692 | ) | (111,066 | ) | ||||
Property and equipment, net | $ | 108,915 | $ | 245,000 | ||||
F-22
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June 30, | ||||||||
2007 | 2006 | |||||||
Patent costs | $ | 2,203,659 | $ | 2,097,905 | ||||
Trademark costs | 107,451 | 64,137 | ||||||
Intangible assets, net | $ | 2,311,110 | $ | 2,162,042 | ||||
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June 30 | ||||||||
2007 | 2006 | |||||||
Net (loss) as reported: | $ | (3,693,578 | ) | $ | (2,734,501 | ) | ||
Total share based employee compensation included in net(loss): | 1,376,550 | — | ||||||
Less: total share-based employee compensation that would have been included in Net (loss) if the fair value based method had been applied for all options granted | (1,376,550 | ) | (1,336,817 | ) | ||||
Pro forma (loss) | $ | (3,693,578 | ) | $ | (4,071,318 | ) | ||
Basic and diluted earnings (loss) per share: | ||||||||
As reported | $ | (0.17 | ) | $ | (0.12 | ) | ||
Pro forma | $ | (0.17 | ) | $ | (0.18 | ) |
1. | risk-free interest rate of between 4.54 and 4.97 percent in fiscal 2007 and between 3.84 and 5.16 in fiscal 2006; | ||
2. | dividend yield of 0 percent in fiscal 2007 and fiscal 2006; | ||
3. | expected life of 5-6 years in fiscal 2007 and 2 — 3 years in fiscal 2006; and | ||
4. | a volatility factor of the expected market price of the Company’s common stock of 74 percent in fiscal 2007 and between 187 and 263 percent in fiscal 2006. |
F-24
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F-25
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Options | Warrants | Exercise Price | ||||||||||
Outstanding and exercisable, June 30, 2005 | — | 6,001,866 | $ | 2.33 | ||||||||
Granted | 1,716,000 | 167,428 | $ | 3.25 | ||||||||
Cancelled | — | — | $ | — | ||||||||
Exercised | — | — | $ | — | ||||||||
Expired | — | — | $ | — | ||||||||
Outstanding and exercisable, June 30, 2006 | 1,716,000 | 6,169,294 | $ | 2.55 | ||||||||
Granted | 2,518,321 | 1,512,088 | $ | 0.59 | ||||||||
Cancelled | — | — | $ | — | ||||||||
Exercised | — | — | $ | — | ||||||||
Expired | (1,334,290 | ) | — | $ | — | |||||||
Outstanding and exercisable, June 30, 2007 | 2,900,031 | 7,681,382 | $ | 2.01 | ||||||||
Options | Warrants | |||||||||||
Year ended June 30, 2007: | ||||||||||||
Weighted average exercise price | $ | 1.66 | $ | 1.89 | ||||||||
Weighted average remaining contractual life (years) | 8.7 | 2.4 | ||||||||||
Weighted average fair value of options and warrants granted during 2007 | $ | 1.66 | $ | 1.89 | ||||||||
Year ended June 30, 2006: | ||||||||||||
Weighted average exercise price | $ | 3.23 | $ | 2.36 | ||||||||
Weighted average remaining contractual life (years) | 8.0 | 1.8 | ||||||||||
Weighted average fair value of options and warrants granted during 2006 | $ | 3.23 | $ | 3.43 | ||||||||
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June 30, | ||||||||
2007 | 2006 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carry forwards | $ | 2,241,000 | $ | 1,284,000 | ||||
Contribution carryover | 260,000 | 260,000 | ||||||
Net accrued return liability | 271,000 | 383,000 | ||||||
Book/tax depreciation/amortization | (2,000 | ) | (27,000 | ) | ||||
State income taxes | (75,000 | ) | (85,000 | ) | ||||
Total deferred tax assets | 2,695,000 | 1,815,000 | ||||||
Deferred tax liabilities | — | — | ||||||
Net deferred tax assets before valuation allowance | 2,695,000 | 1,815,000 | ||||||
Valuation allowance | (2,695,000 | ) | (1,815,000 | ) | ||||
Net deferred tax asset | $ | — | $ | — | ||||
June 30, | ||||||||
2007 | 2006 | |||||||
Expected federal income tax benefit | $ | 1,427,000 | $ | 1,056,000 | ||||
Deferred revenue | 126,000 | (442,000 | ) | |||||
Deferred expense | (13,000 | ) | 60,000 | |||||
Book/tax depreciation difference | (2,000 | ) | (10,000 | ) | ||||
Stock options for services | (520,000 | ) | (37,000 | ) | ||||
Meals and entertainment | (3,000 | ) | (2,000 | ) | ||||
Disposal of Assets | (15,000 | ) | — | |||||
Stock transfer fees | (3,000 | ) | (3,000 | ) | ||||
Prior year A/R reserve write-off | (21,000 | ) | 28,000 | |||||
Sales returns and allowances | (30,000 | ) | (13,200 | ) | ||||
Other future differences | (65,000 | ) | 220,000 | |||||
Change in valuation allowance | (881,000 | ) | (856,800 | ) | ||||
Net income tax benefit | $ | — | $ | — | ||||
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Year ending June 30, | ||||
2008 | 120,217 | |||
2009 | 10,038 | |||
Total future minimum Lease payments | $ | 130,255 | ||
CONDENSED CONSOLIDATED QUARTERLY RESULTS
(in ‘000’s except per share data)
Year | ||||||||||||||||||||
Quarter | ended | |||||||||||||||||||
Year ended June 30, 2007 | First | Second | Third | Fourth | June 30, 2007 | |||||||||||||||
Sales, net | $ | 2,075.5 | $ | 1,136.8 | $ | 995.3 | $ | 843.4 | $ | 5,051.0 | ||||||||||
Gross profit | 1,699.9 | 887.6 | 781.7 | 659.0 | 4,028.2 | |||||||||||||||
Net income (loss) | $ | (820.2 | ) | $ | (1,765.0 | ) | $ | (582.3 | ) | $ | (526.1 | ) | $ | (3,693.6 | ) | |||||
Per common share: | ||||||||||||||||||||
Loss per share, basic and diluted | ($0.04 | ) | ($0.08 | ) | ($0.03 | ) | ($0.02 | ) | ($0.17 | ) |
Year | ||||||||||||||||||||||
Quarter | ended | |||||||||||||||||||||
Year ended June 30, 2006 | First | Second | Third | Fourth | June 30, 2006 |
Sales, net | $ | 2,964.6 | $ | 1,711.7 | $ | 1,390.6 | $ | 1,098.9 | $ | 7,165.8 | ||||||||||
Gross profit | 2,368.0 | 1,348.7 | 1,094.5 | 863.3 | 5,674.5 | |||||||||||||||
Net income (loss) | $ | 80.3 | ($571.0 | ) | ($670.9 | ) | ($1,572.9 | ) | ($2,734.5 | ) | ||||||||||
Per common share: | ||||||||||||||||||||
Loss per share, basic and diluted | $ | 0.00 | ($0.02 | ) | ($0.03 | ) | ($0.07 | ) | ($0.12 | ) |
F-28
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(i) | any breach of the director’s duty of loyalty to the Corporation or to its shareholders; | ||
(ii) | acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law; | ||
(iii) | acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or | ||
(iv) | any transaction from which the director directly or indirectly derived any improper personal benefit. |
Securities and Exchange Commission registration fee | $ | 159.83 | ||
Accounting fees and expenses | 10,000.00 | |||
Legal Fees and expenses | 15,000.00 | |||
Printing Fees and expenses | 2,000.00 | |||
Transfer agent and registrar fees and expenses | 5,000.00 | |||
Fees to be paid by selling security holders | 0 | |||
Total to be paid by Lifevantage | $ | 32,159.83 | ||
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II-2
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II-3
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II-4
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II-5
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Exhibit | ||
Number | Title | |
2.01 | Agreement and Plan of Reorganization between Lifeline Nutraceuticals and Yaak River Resources, Inc. dated September 21, 2004(1) | |
2.02 | Settlement and Release Agreement and Plan of Reorganization dated March 10, 2005, between Lifeline Therapeutics, Inc., Lifeline Nutraceuticals Corporation and Michael Barber(2) | |
3.01 | Amended and Restated Articles of Incorporation of Lifevantage Corporation(3) | |
3.02 | Amended and Restated Bylaws of Lifevantage Corporation(3) | |
4.01 | Form of Warrant | |
4.02 | Form of Convertible Debenture | |
5.01 * | Opinion of Kendall, Koenig & Oelsner PC | |
10.01 | Form of Unit Warrant Certificate(4) | |
10.02 | Form of Bridge Warrant Certificate(4) | |
10.04 | Form of Placement Agent Warrant Certificate(4) | |
10.05 | Form of Placement Agent Warrant Certificate(5) | |
10.10 | 2007 Long-Term Incentive Plan (3) | |
10.14 | Purchase Agreement with General Nutrition Distribution, LP, dated June 21, 2006(4) | |
10.15 | Voting Agreement and Irrevocable Proxy dated July 1, 2005 between Lifeline Therapeutics, Inc. and William Driscoll(6) | |
10.16 | Voting Agreement and Irrevocable Proxy dated February 9, 2006 among Lifeline Therapeutics, Inc. Paul Myhill and Lisa Gail Myhill(6) | |
10.17 | Manufacturing Agreement dated February 26, 2004 and amended on February 26, 2004 between Lifeline Therapeutics, Inc. and The Chemins Company(6) | |
10.18 | Lease dated as of August, 2005 between Property Colorado OBJLW One Corporation and Lifeline Therapeutics, Inc.(6) | |
10.19 | Confidential Termination Agreement and General Release of Claims dated February 14, 2007 between Gerald J. Houston and the Company(7) | |
10.20 | Letter Agreement dated June 1, 2007 between Aspenwood Capital and the Company | |
10.21 | Letter Agreement dated September 28, 2007 between Bolder Venture Partners and the Company | |
21.01 | List of subsidiaries(8) | |
23.01 | Consent of independent registered public accounting firm | |
23.02 * | Consent of Kendall, Koenig & Oelsner PC (see Exhibit 5.01) | |
24.01 | Power of Attorney (included on signature page) |
* | To be filed by amendment. | |
(1) | Filed as an exhibit to Yaak Resources, Inc.’s Current Report on Form 8-K (File No. 000-30489), filed on September 28, 2004, and incorporated herein by reference. | |
(2) | Filed as an exhibit to Lifevantage Corporation’s Current Report on Form 8-K (File No. 000-30489), filed on March 14, 2005, and incorporated herein by reference. | |
(3) | Filed with the Lifevantage Proxy on Form 14-A (File No. 000-30489) dated October 20, 2006 and incorporated herein by reference. | |
(4) | Filed as an exhibit to Lifevantage Corporation’s Registration Statement on Form SB-2 (File No. 333-126288), filed on June 30, 2005, and incorporated herein by reference. | |
(5) | Filed as an exhibit to Lifevantage Corporation’s Registration Statement on Form SB-2/A (File No. 333-126288), filed on February 6, 2006, and incorporated herein by reference. | |
(6) | Filed as an exhibit to Lifevantage Corporation’s Annual Report on Form 10-KSB (file No. 000-30489), filed on September 28, 2006, and incorporated herein by reference. | |
(7) | Filed as an exhibit to Lifevantage Corporation’s Quarterly Report on Form 10-QSB (file No. 000-30489), filed on May 14, 2007, and incorporated herein by reference. | |
(8) | Filed as an exhibit to LifeVantage Corporation’s Annual Report on Form 10-KSB (File No. 000-30489), filed on October 13, 2005, and incorporated herein by reference. |
II-6
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1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: |
(a) | Include any prospectus required by section 10(a)(3) of the Securities Act; | ||
(b) | Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
(c) | Include any additional or changed material information on the plan of distribution. |
2. | For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering. |
3. | File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of offering. |
4. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. |
5. | In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
II-7
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LIFEVANTAGE CORPORATION Colorado corporation | ||||
By: | /s/ Bradford K. Amman | |||
Bradford K. Amman | ||||
Its: Secretary and Treasurer | ||||
By: | /s/ Bradford K. Amman Secretary and Treasurer (Principal Financial and Accounting Officer) | December 17, 2007 | ||||
By: | /s/ Jack R. Thompson Director | December 17, 2007 | ||||
By: | /s/ Joe M. McCord Director | December 17, 2007 |
Signature | Date | Title | ||
/s/ Bradford K. Amman Bradford K. Amman | December 17, 2007 | Director of Finance, Secretary and Treasurer (Principal Financial and Accounting Officer) | ||
/s/ Jack R. Thompson Jack R. Thompson | December 17, 2007 | Director and Chairman of the Audit Committee | ||
/s/ Joe M. McCord Joe M. McCord | December 17, 2007 | Director |
II-8
Table of Contents
Exhibit | ||
Number | Title | |
2.01 | Agreement and Plan of Reorganization between Lifeline Nutraceuticals and Yaak River Resources, Inc. dated September 21, 2004(1) | |
2.02 | Settlement and Release Agreement and Plan of Reorganization dated March 10, 2005, between Lifeline Therapeutics, Inc., Lifeline Nutraceuticals Corporation and Michael Barber(2) | |
3.01 | Amended and Restated Articles of Incorporation of Lifevantage Corporation(3) | |
3.02 | Amended and Restated Bylaws of Lifevantage Corporation(3) | |
4.01 | Form of Warrant | |
4.02 | Form of Convertible Debenture | |
5.01 * | Opinion of Kendall, Koenig & Oelsner PC | |
10.01 | Form of Unit Warrant Certificate(4) | |
10.02 | Form of Bridge Warrant Certificate(4) | |
10.04 | Form of Placement Agent Warrant Certificate(4) | |
10.05 | Form of Placement Agent Warrant Certificate(5) | |
10.10 | 2007 Long-Term Incentive Plan (3) | |
10.14 | Purchase Agreement with General Nutrition Distribution, LP, dated June 21, 2006(4) | |
10.15 | Voting Agreement and Irrevocable Proxy dated July 1, 2005 between Lifeline Therapeutics, Inc. and William Driscoll(6) | |
10.16 | Voting Agreement and Irrevocable Proxy dated February 9, 2006 among Lifeline Therapeutics, Inc. Paul Myhill and Lisa Gail Myhill(6) | |
10.17 | Manufacturing Agreement dated February 26, 2004 and amended on February 26, 2004 between Lifeline Therapeutics, Inc. and The Chemins Company(6) | |
10.18 | Lease dated as of August, 2005 between Property Colorado OBJLW One Corporation and Lifeline Therapeutics, Inc.(6) | |
10.19 | Confidential Termination Agreement and General Release of Claims dated February 14, 2007 between Gerald J. Houston and the Company(7) | |
10.20 | Letter Agreement dated June 1, 2007 between Aspenwood Capital and the Company | |
10.21 | Letter Agreement dated September 28, 2007 between Bolder Venture Partners and the Company | |
21.01 | List of subsidiaries(8) | |
23.01 | Consent of independent registered public accounting firm | |
23.02 * | Consent of Kendall, Koenig & Oelsner PC (see Exhibit 5.01) | |
24.01 | Power of Attorney (included on signature page) |
* | To be filed by amendment. | |
(1) | Filed as an exhibit to Yaak Resources, Inc.’s Current Report on Form 8-K (File No. 000-30489), filed on September 28, 2004, and incorporated herein by reference. | |
(2) | Filed as an exhibit to Lifevantage Corporation’s Current Report on Form 8-K (File No. 000-30489), filed on March 14, 2005, and incorporated herein by reference. | |
(3) | Filed with the Lifevantage Proxy on Form 14-A (File No. 000-30489) dated October 20, 2006 and incorporated herein by reference. | |
(4) | Filed as an exhibit to Lifevantage Corporation’s Registration Statement on Form SB-2 (File No. 333-126288), filed on June 30, 2005, and incorporated herein by reference. | |
(5) | Filed as an exhibit to Lifevantage Corporation’s Registration Statement on Form SB-2/A (File No. 333-126288), filed on February 6, 2006, and incorporated herein by reference. | |
(6) | Filed as an exhibit to Lifevantage Corporation’s Annual Report on Form 10-KSB (file No. 000-30489), filed on September 28, 2006, and incorporated herein by reference. | |
(7) | Filed as an exhibit to Lifevantage Corporation’s Quarterly Report on Form 10-QSB (file No. 000-30489), filed on May 14, 2007, and incorporated herein by reference. | |
(8) | Filed as an exhibit to LifeVantage Corporation’s Annual Report on Form 10-KSB (File No. 000-30489), filed on October 13, 2005, and incorporated herein by reference. |