LifeVantage Files Shelf Offering To Sell Up To $75M In Stock, Debt, Warrants, And Units

$75,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

 

We may offer and sell from time to time up to $75.0 million in the aggregate, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus.

This prospectus provides you with a general description of the securities we may offer. We will provide specific terms of any offering in a prospectus supplement to this prospectus. Any prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement and any related free writing prospectus relating to a particular offering as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

We may offer and sell these securities in the same offering or in separate offerings; to or through one or more underwriters, dealers and agents; or directly to purchasers, or through a combination of these methods. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any over-allotment options held by them will be described in the applicable prospectus supplement. None of our securities may be sold without delivery of the applicable prospectus supplement describing the method and terms of the offering of those securities. See "Plan of Distribution."

Our common stock is listed on the Nasdaq Capital Market under the symbol "LFVN." On March 4, 2026, the last reported sale price for our common stock was $4.91 per share. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement.

The aggregate market value of our outstanding common stock held by non-affiliates was $65,580,155 based on 12,793,359 shares of outstanding common stock as of February 26, 2026, of which approximately 10,343,873 shares were held by non-affiliates, and based on the last reported sale price of our common stock on January 16, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. In the event that subsequent to the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales shall not apply to additional sales made pursuant to this prospectus. During the prior twelve calendar months prior to, and including, the date of this prospectus, we sold no securities pursuant to General Instruction I.B.6 of Form S-3.