Registration Statement No. 333-111053
Rule 424(b)(3)
LIFESTREAM TECHNOLOGIES, INC.
SUPPLEMENT TO
PROSPECTUS DATED DECEMBER 23, 2003
The final prospectus of Lifestream Technologies, Inc., dated December
23, 2003 and filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as
amended, is supplemented as follows.
RECENT DEVELOPMENTS
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On January 9, 2004, each of the eight holders of our 8% convertible
debentures dated September 10, 2003, in the aggregate principal amount of
$3,350,000, exchanged the principal amount of their debentures for 37,222,222
shares of our common stock, at the rate of $.09 per share. We issued an
additional 1,026,861 shares of our common stock to the debenture holders as
interest accrued on the debentures through the date of the exchange. The resale
of shares issued in exchange for and as interest on the debentures is covered by
our prospectus dated December 23, 2003, as supplemented.
PROSPECTUS COVER
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The cover page of our prospectus dated December 23, 2003 is hereby
deleted and replaced in its entirety by the following:
Selling Security Holder Offering Prospectus
LIFESTREAM TECHNOLOGIES, INC.
58,576,006 shares of common stock
This prospectus covers the resale of an aggregate of 58,576,006 shares
of our common stock, consisting of 39,249,083 shares of currently outstanding
common stock and 19,326,923 shares issuable upon exercise of common stock
purchase warrants. We will not receive any proceeds from the resale of shares by
selling security holders.
Our common stock is listed on the over-the-counter Bulletin Board under
the symbol "LFTC". On January 12, 2004, the last reported sale price for our
common stock was $0.12 per share.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING AT
PAGE 4.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus, as supplemented, is January 13, 2004.
SELLING SECURITY HOLDER TABLE
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The Selling Security Holder table appearing on page 49 of our
prospectus dated December 23, 2003 is hereby deleted and replaced in its
entirety with the following:
NUMBER OF SHARES NUMBER OF SHARES PERCENT
NAME OF SELLING NUMBER OF SHARES TO BE OWNED AFTER AFTER
SECURITY HOLDER BENEFICIALLY OWNED OFFERED OFFERING OFFERING
Palisades Master Fund L.P. 12,890,149 (1) (10) 12,890,149 0 --
Crescent International Ltd. 13,749,493 (2) (10) 13,749,493 0 --
Alpha Capital Ltd. 8,593,434 (3) (10) 8,593,434 0 --
Ellis International Ltd. 3,437,374 (4) (10) 3,437,374 0 --
Bristol Investment Fund, Ltd. 7,734,091 (5) (10) 7,734,091 0 --
Congregation Mishkan Sholom 1,718,687 (6) (10) 1,718,687 0 --
Gryphon Master Fund, LP 8,593,434 (7) (10) 8,593,434 0 --
Lucrative Investments 859,344 (8) (10) 859,344 0 --
H. Eric Seachris 100,000 100,000 0 --
Gardner Groff, P.C. 950,535 (9) 384,410 566,125 *
Michael J. Mehrman 1,428,875 515,590 913,285 *
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TOTAL 60,055,416 58,576,006 1,479,410 *
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* less than 1%
(1) Includes 8,333,333 shares issued in exchange for $750,000 in principal
amount of convertible debentures, 229,893 shares issued as interest on
the debentures and 4,326,923 shares underlying common stock purchase
warrants.
(2) Includes 8,888,888 shares issued in exchange for $800,000 in principal
amount of convertible debentures, 245,220 shares issued as interest on
the debentures and 4,615,385 shares underlying common stock purchase
warrants.
(3) Includes 5,555,556 shares issued in exchange for $500,000 in principal
amount of convertible debentures, 153,262 shares issued as interest on
the debentures and 2,884,616 shares issuable upon exercise of common
stock purchase warrants.
(4) Includes 2,222,222 shares issued in exchange for $200,000 in principal
amount of convertible debentures, 61,305 shares issued as interest on
the debentures and 1,153,847 shares issuable upon exercise of common
stock purchase warrants.
(5) Includes 589,821 shares previously issued in exchange for $75,000 in
principal amount of convertible debentures and accrued interest,
4,423,077 shares issued in exchange for $375,000 in principal amount
of convertible debentures, 125,039 shares issued as interest on the
debentures and 2,596,154 shares issuable upon exercise of common stock
purchase warrants.
(6) Includes 788,957 shares previously issued upon conversion of $100,000
in principal amount of convertible debentures and accrued interest,
352,807 additional shares issued as an adjustment to reflect the
exchange rate of $0.09 and 576,923 shares issuable upon exercise of
common stock purchase warrants.
(7) Includes 5,555,556 shares issued in exchange for $500,000 in principal
amount of convertible debentures, 153,262 shares issued as interest on
the debentures and 2,884,616 shares issuable upon exercise of common
stock purchase warrants.
(8) Includes 555,556 shares issued in exchange for $50,000 in principal
amount of convertible debentures, 15,326 shares issued as interest on
the debentures and 288,462 shares issuable upon exercise of common
stock purchase warrants.
(9) Includes 150,000 shares issuable upon exercise of currently
exercisable options.
(10) The selling security holder's beneficial ownership is contractually
limited to 4.9% of our issued and outstanding stock. To the extent
that the table reflects ownership of in excess of 4.9% of our common
stock by any selling security holder, the holder has agreed to delay
exchanging its debenture so that at no time will its
beneficial ownership exceed 4.9% of our outstanding common stock.
The date of this prospectus supplement is January 13, 2004