UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2008
(March 5, 2008)
Lifevantage Corporation
(Exact name of registrant as specified in its charter)
| Colorado | 000-30489 | 90-0224471 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6400 South Fiddler’s Green Circle, Suite 1970, Greenwood Village, CO 80111
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 488-1711
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Conditions |
On March 5, 2008, Lifevantage Corporation issued a press release entitled, “Lifevantage
Corporation Schedules 2nd Quarter FY 2008 Conference Call”. The press release is
attached as Exhibit 99.1 hereto, which is furnished under Item 2.02 of this report and shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act, regardless of any general incorporation language in such
filing.
| Item 7.01 | Regulation FD Disclosure |
On March 5, 2008, Lifevantage Corporation issued a press release entitled, “Lifevantage
Corporation Schedules 2nd Quarter FY 2008 Conference Call”. The press release is
attached as Exhibit 99.1 hereto, which is furnished under Item 7.01 of this report and shall not be
deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such
filing.
David
Brown, President and Chief Executive Officer of Lifevantage
Corporation, will present a business presentation during the
2nd
Quarter FY 2008 Conference Call. The business presentation is
attached as Exhibit 99.2 hereto, which is furnished under
Item 7.01 of this report and shall not be deemed to be
“filed” for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act, regardless of any general incorporation language in
such filing.
| Item 9.01 | Exhibits |
| 99.1 | Press release, dated March 5, 2008, entitled, “Lifevantage Corporation Schedules 2nd Quarter FY 2008 Conference Call”. | ||
| 99.2 | Business Presentation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 10, 2008
| LIFEVANTAGE CORPORATION |
||||
| By: | /s/ Bradford K. Amman | |||
| Bradford K. Amman | ||||
| Secretary/Treasurer | ||||
EXHIBIT INDEX
| Exhibit No. | Document | |
99.1
|
Press release, dated March 5, 2008, entitled, “Lifevantage Corporation Schedules 2nd Quarter FY 2008 Conference Call”. | |
99.2
|
Business Presentation |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | NEWS | |
| March 5, 2008 | OTCBB: LFVN |
LIFEVANTAGE CORPORATION SCHEDULES 2ND QUARTER FY 2008
CONFERENCE CALL
CONFERENCE CALL
GREENWOOD VILLAGE, Colorado — LifeVantage Corporation (OTCBB: LFVN), formerly Lifeline
Therapeutics, Inc., maker of Protandim®, will hold a conference call on Tuesday, March
11, 2008 at 9:00 a.m. MT (11:00 a.m. ET) to introduce its new CEO David Brown, discuss its second
quarter fiscal year 2008 financial and operating results, and remind investors of upcoming warrant
expiration dates and repricing opportunities. Mr. Brown’s presentation will be available on Monday,
March 10, 2008 via the Company’s website.
Interested parties may listen to the call by dialing 800-240-2430. A replay of the call also will
be available by telephone until March 18, 2008 at 800-405-2236 passcode 11110173#.
About Protandim®
Protandim® is a unique approach to fighting the effects of cell-damaging free radical molecules
which advance the aging process, including many of the diseases of aging. The patented dietary
supplement increases the body’s natural antioxidant protection by inducing the cells of the body to
produce naturally occurring protective antioxidant enzymes, a process which is thousands of times
more effective than traditional vitamin-mineral supplements. Free radical damage occurs when a
person is subjected to environmental stresses and generally increases with age. Data from a
peer-reviewed scientific study in men and women, sponsored by LifeVantage, show that after 30 days
of taking Protandim®, the level of circulating toxins produced by free radicals decreased an
average of 40 percent. With continued use, the decrease was maintained at 120 days. For more
information, please visit the
Protandim®
product web site at www.protandim.com or contact Jan
Strode at (619) 890-4040.
About LifeVantage Corporation
LifeVantage Corporation is a publicly traded (OTCBB: LFVN), science based, natural products
company, dedicated to helping people reach their health and wellness goals through science-based
solutions to oxidative stress. Founded in 2003 and based in Colorado, LifeVantage develops
nutraceutical products, including Protandim, that leverage the company’s expertise and that are
intended to deliver significant health benefits to consumers. For more information, visit
www.protandim.com or contact Jan Strode at (619) 890-4040.
This document contains forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company uses the words “anticipate,”
“believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “plan,”
“target” and similar terms and phrases, including references to assumptions, to identify
forward-looking statements. These forward-looking statements are based on the Company’s current
expectations and beliefs concerning future events affecting the Company and involve known and
unknown risks and uncertainties that may cause the Company’s actual results or outcomes to be
materially different from those anticipated and discussed herein. These risks
and uncertainties include, among others, the risk that government regulators and regulations could
adversely affect our business; future laws or regulations may hinder or prohibit the production or
sale of our existing product and any future products; unfavorable publicity could materially hurt
our business; and the Company’s ability to protect our intellectual property rights and the value
of our product. These and other risk factors are discussed in greater detail in the Company’s
Annual Report on Form 10-KSB under the caption “Risk Factors”, and in other documents filed the
Company from time to time with the Securities and Exchange Commission. The Company cautions
investors not to place undue reliance on the forward-looking statements contained in this document.
All forward-looking statements are based on information currently available to the Company on the
date hereof, and the Company undertakes no obligation to revise or update these forward-looking
statements to reflect events or circumstances after the date of this document, except as required
by law. In light of these risks and uncertainties, investors should keep in mind that the results,
events or developments disclosed in any forward-looking statement made in this news release may not occur.
# # #
CONTACTS:
LifeVantage Corporation
| Jan Strode, Investor Relations | Telephone: (619) 890-4040 | |
| Bradford Amman, Treasurer | Telephone: (720) 488-1711 |
Exhibit 99.2
| Investor Presentation March, 2008 www.LifeVantage.com Trading Symbol on OTCBB: LFVN |
| Statements in this presentation which are not statements of historical fact are "forward-looking statements" within the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information available to, and the expectations and assumptions deemed reasonable by Lifeline Therapeutics, Inc. and Lifevantage Corporation (the "Company") at the time this presentation was made. Although the Company believes that the assumptions underlying such statements are reasonable, it can give no assurance that they will be attained. Factors that could cause actual results to differ materially from expectations include the risks detailed under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-KSB, and risks identified in the Company's quarterly reports on Form 10-QSB and in other materials filed by the Company from time to time with the Securities and Exchange Commission. |
| $100K Cash Flow Positive in First Six Months of FY 2008 Q1/Q2 08: First Quarters of Increasing Cash Flow From Operations since 2005 Expenses Drastically Reduced * In Thousands ** Fiscal Year Ends June 30 |
| New CEO and Management Team In Place Strong Product in High Growth Segment Aggressive Pursuit of New Sales Channels Substantial International Licensing Agreement Announced in February. |
| David Brown, CEO Seasoned Industry Veteran-Hired January '08 CEO & President, Metabolife International Transitioned leading dietary supplement company from direct sales to retail channels President, Natural Balance, Inc. Directed expansion from health food channels to mass-market retail Revenue growth of over 300% in 5 year period Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries Expanded sales internationally to 40+ countries |
| Peter Baloff, Marketing Authority on health/nutrition marketing Produced over 200 commercials: Princess Cruises, Hallmark, Universal Pictures, Capital Records Natural Products: Jenny Craig, Bally Total Fitness, Natural Balance, Interior Design (Nu-Skin) Jan Strode, Corporate Communications Firestone Tire & Rubber: Handled all government affairs during critical tire recall Sanyo Corporation: Managed global PR strategy Hollis-Eden Pharmaceuticals (HEPH): National and International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs International PR & regulatory affairs |
| ....because a young body defends itself more efficiently by creating ample amounts of antioxidants to neutralize most of the free-radicals produced in the body. AGING progresses slowly when we're young... |
| As we grow older the AGING process progresses rapidly |
| In a sense, aging is your body's way of rusting from the inside out. |
| This free- radical damage that causes aging is called Oxidative Stress |
| Clinically proven, patented dietary supplement Increases the body's natural antioxidant protection at the cellular level |
| AGE Oxidative damage caused by free radicals can be measured by the amount of toxins they produce. Those toxins are called TBARS and increase with age. TBARS (micromolar) |
| In a peer reviewed, published, human medical study, the amount of oxidative damage (TBARS) was measured in control subjects of all ages, many of whom were taking antioxidant supplements. antioxidant supplements As shown, traditional antioxidant supplements in normal healthy humans do not affect the age-related increase in oxidative damage. |
| Subjects who take Protandim for 30 days show significant decrease in TBARS Among control subjects of all ages, the acceleration of aging as measured by the amount of oxidative damage (TBARS) has been reduced to the level of a 20 year old. |
| Anti-aging supplements (about $5 billion)* Anti-aging services and related products (about $50 billion)** Other cosmetic products such as make-up (about $50 billion)*** Exercise equipment (about $5 billion)**** *2005, Nutrition Business Journal **, 2007,Business Communications Co. ***2006,Euromonitor International **** 2007,Sporting Goods Manufacturers Association |
| Over 20 Independent Human Clinical and Lab Studies Underway at Leading Institutions Including: University of Colorado Denver Health Medical Center Children's Hospital, Denver University of Florida University of Kentucky University of Michigan Louisiana State University Existing & Future Research Ensures Barrier to Entry Patent No.: US 7,241,461, "Compositions for Alleviating Inflammation and Oxidative Stress in a Mammal Altitude sickness Skin cancer Photoaging of the skin Renal failure Osteoarthritis HIV/AIDS-associated lipodystrophy Pulmonary hypertension Periodontal disease Heart disease Coronary artery bypass graft failure Asthma Duchenne muscular dystrophy Metabolic syndrome Non-alcoholic fatty liver disease Optic neuropathy |
| Japan: Nutranomics Nutranomics: Leading US-based distributor into Japan; veteran of successful product launches in Asian market Manufacture & MLM with in-country strategic partner Manufacture product to precise Protandim(r) standards Push product under their brand name in Japan through distributors Also sell direct through Japanese retail channels |
| June 2005: 6-Minute Piece on Protandim(r) Aired on Primetime Live Resulted in large sales volume, despite no direct call to action to customer call to action to customer call to action to customer call to action to customer call to action to customer |
| Directed by award-winning Peter Baloff Expectation: Direct Response with strong call to action will drive large sales volume at low customer acquisition costs. acquisition costs. acquisition costs. acquisition costs. acquisition costs. |
| Retail Channel: Optimize & Expand Existing Channels: Strong avenues in place (GNC, Vitamin Cottage, Others) Increase in-store promotion and education New Channels: New CEO has strong contacts at major retailers Goal: Market penetration into major health food retailers SuperSupplements |
| Web Initiatives: Increased web traffic through affiliates & SEO Change look & appeal of website for increased conversion |
| Sirtris Pharmaceuticals (NASDAQ: SIRT) $330 Million Market Cap R&D Stage Company Resveratrol-based antioxidant solution LifeVantage (OTCBB: LFVN) Aggressive & Experienced New Management Patents & Clinical Data Historical Revenue & High Growth Strategy $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap $7 Million Market Cap |
| www.LifeVantage.com LFVN.OB Marc Blakely, Investor Relations 303.520.6379 Marc@BolderVenture.com |
| www.LifeVantage.com www.Protandim.com OTCBB: LFVN CORPORATE OFFICES: LifeVantage Corporation 6400 S. Fiddler’s Green Circle Suite 1970 Greenwood Village, CO 80121 .. 720-488-1711 .. 720-488-1722 INVESTOR CONTACT: Marc Blakely Bolder Venture Partners .. 303-520-6379 .. marc@bolderventure.com FINANCIAL DATA* *All numbers in millions except Stock Price, Book Value, and Average Daily Shares Traded. **As of March 3, 2008 *** As of December 31, 2007 1 These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease. CORPORATE FACT SHEET About LifeVantage: LifeVantage develops innovative, patented dietary supplements that fight the progressive trend of aging. The Company’s flagship product, Protandim®, combats oxidative stress through increasing the body’s natural antioxidant protection. Protandim®: the Only Supplement Clinically Proven to Slow Down the Cell Aging Process.1 Achieved positive cash flow from operations for the first time since 2005 New Licensing Agreement, February 2008: Marketing and licensing agreement signed with NutraNomics for the representation and distribution of Protandim into multi-billion dollar Asian market. New CEO/President: Accomplished Industry Veteran David Brown hired in January 2008. New Patent: Granted for Protandim formula by the U.S. Patent and Trademark Office in July 2007 Industry Veteran David Brown Joined LifeVantage on January, 2008 Former President/CEO, Metabolife — Led aggressive transition into key retail channels Former President, Natural Balance, Inc. — Achieved 300% growth in sales during tenure James D. Crapo, Ph.D., Chairman: 30 years experience in health and medical field David Brown, President and CEO: Former President and CEO, Metabolife and Natural Balance, Inc. Joe M. McCord, Ph.D.: Co-discovered Superoxide Dismutase (SOD) in 1969 Mr. Jack R. Thompson: Director, Sparx Asia Funds and Russell Funds COMPANY OVERVIEW INVESTMENT HIGHLIGHTS NEW CEO BOARD OF DIRECTORS FY 07 FY 08 Q2 Sales $ 5.05 $ 0.80 Cost of Goods $ 1.02 $ 0.19 Total Expenses $ 7.72 $ 1.01 Net Income $ (3.69) $ (0.40) EPS ($0.17) $ (0.02) * In Millions Except for Per Share Data ** Fiscal Year 2007 ended June 30th, 2007 ** Q2 Fiscal Year 2008 ended December 31st, 2007 Stock Price** $0.30 52 Week High: $0.43 52 Week Low: $0.16 Shares Outstanding*** 22.4 3 Month Average Daily Shares Traded***: 57,950 Market Cap* $6.71M Cash, Cash Equivalents and Marketable Securities*** $1.62 Long-Term Debt*** $0.221 Book Value/Share*** $0.161 |
| Protandim combats the aging process by fighting the onset of free radicals and the toxins they produce at the cellular level. In a clinical study (shown to the right), subjects who took Protandim for 30 days showed oxidative stress levels decreased to that of a 20 year old. Direct Marketing: Aggressive direct response marketing through television infomercials by award-winning creative director Peter Baloff. Increased Retail Distribution: Concentrated growth within existing channels (GNC, Vitamin Shoppe, others); expansion into new organic market channels. Integrated Online Presence: Search engine optimization & affiliate growth Over 20 independent human clinical and lab studies are underway at leading institutions, including the University of Colorado’s Health Sciences Center and Ohio State University. One promising study, for example, is investigating the benefits of various antioxidant treatments, including Protandim, on preventing oxidative stress that is thought to stimulate intimal hyperplasia —the thickening of blood vessels as a complication of reconstructive heart procedure. Studies are underway at: University of Colorado Vanderbilt University University of Florida University of Michigan University of Kentucky Louisiana State University Denver Health Medical Center Topics under investigation include: Skin cancer Duchenne muscular dystrophy Renal failure Metabolic syndrome Heart disease Non-alcoholic fatty liver disease Coronary artery bypass graft failure Optic neuropathy Asthma Pulmonary hypertension PRODUCT OVERVIEW GROWTH PLANS R&D: OUR COMPETITIVE ADVANTAGE Media Coverage: Protandim was featured on Primetime Live. Endorsed on the Today Show by renowned dietician Elizabeth Somer. Featured in Dr. Sanjay Gupta’s book, “Chasing Life”. Market Size: Over $100 Billion Spent Annually on Anti-Aging Anti-aging supplements (about $5 Billion) Anti-aging services and related products (about $50 Billion) Other cosmetic products such as make-up (about $50 Billion) Exercise equipment (about $5 Billion) Distribution Outlets: Protandim is available at www.Protandim.com and at leading retail outlets including GNC, Super Supplements, Vitamin Cottage, and Vitamin Shoppe. Forward Looking Statement: Statements in this document which are not statements of historical fact are “forward-looking statements” within the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information available to, and the expectations and assumptions deemed reasonable by Lifeline Therapeutics, Inc. and Lifevantage Corporation (the “Company”) at the time this document was made. Although the Company believes that the assumptions underlying such statements are reasonable, it can give no assurance that they will be attained. Factors that could cause actual results to differ materially from expectations include the risks detailed under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-KSB, and risks identified in the Company’s quarterly reports on Form 10-QSB and in other materials filed by the Company from time to time with the Securities and Exchange Commission. CLINICAL STUDY RESULTS Inhibition of lipid peroxidation (TBARS) by Protandim® Men Before Protandim After Protandim for 30 days After Protandim for 120 days Women Before Protandim 4 3.5 3 2.5 2 1.5 1 .5 0 0 20 40 60 80 100 R2=0.0003 R2=0.602 Age TBARS (micromolar) Protandim is a registered trademark of LifeVantage Corporation ©2008. LifeVantage Health is a trademark of LifeVantage Corporation ©2008. LifeVantage 3-Month Daily Closing Stock Price (LFVN.OB) $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 3-Dec-07 3-Jan-08 3-Feb-08 3-Mar-08 |