UNITED STATES
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
Date of Report (Date of Earliest Event Reported): | January 12, 2007 |
Lifevantage Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Colorado | 000-30489 | 90-0224471 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
6400 S. Fiddler's Green Circle, Suite 1970, Greenwood Village, Colorado | 80111 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 720-488-1711 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
Lifevantage Corporation's securities registration filing covering 6,322,001 shares of common stock and warrants to purchase 6,001,866 shares of common stock issued in its 2005 private placement has been declared effective by the U.S. Securities and Exchange Commission with an effective date of January 12, 2007. The Company issued a press release entitled "LifeVantage Corporation Announces Registration Statement Effective", which is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K that is being furnished pursuant to Item 7.01 (including Exhibit 99.1 relating to such Item) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as
shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release dated January 15, 2007, entitled "LifeVantage Corporation Announces Registration Statement Effective".
Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, applicable common law and Securities and Exchange Commission rules. 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 a nticipated and discussed herein. These risks and uncertainties are difficult to predict accurately and may be beyond the control of the Company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: unanticipated delays in completing the process of our restatement of historical financial statements and related audits; the Company’s ability to successfully expand its operations and manage its future growth; competition in the dietary supplement market; and the Company’s dependence on a limited number of significant customers and a single product for revenue. These and other additional risk factors and uncertainties 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. Forward-looking statements made by the Company in this news release or elsewhe re speak only as of the date made. New uncertainties and risks come up from time to time, and it is impossible for the Company to predict these events or how they may affect the Company. The Company has no duty to, and does not intend to, update or revise the forward-looking statements in this news release after the date it is issued. 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.
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 hereunto duly authorized.
Lifevantage Corporation | ||||
January 16, 2007 | By: |
Gerald J. Houston
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Name: Gerald J. Houston | ||||
Title: Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press release dated January 15, 2007 entitled "LifeVantage Corporation Announces Registration Statement Effective". |
January 15, 2007
OTCBB: LFLT
LIFEVANTAGE CORPORATION ANNOUNCES
REGISTRATION STATEMENT EFFECTIVE
GREENWOOD VILLAGE, Colorado LifeVantage Corporation, formerly Lifeline Therapeutics, Inc. (the Company) (LFLT.OB), announced that its Registration Statement on Form SB-2, relating to the resale of 6,322,001 shares of common stock and 6,001,866 shares of common stock underlying warrants, has been declared effective by the U.S. Securities and Exchange Commission with an effective date of January 12, 2007. The shares of common stock and warrants were originally issued and sold in a privately placed offering in 2005. The Company will not receive any proceeds from the sale of shares under the Registration Statement, although the Company would receive proceeds from the exercise price of the warrants, if holders elect to exercise such warrants. This action allows the shareholders to freely trade all of the outstanding shares in the Company related to this transaction and the Company to move forward with a more clearly established market value.
We are very pleased with this milestone as it represents the culmination of a great deal of work on the part of the Company. The complex history of LifeVantage as a company has made this an unusually drawn-out process and we appreciate the patience and support of the individual shareholders affected, said Gerald J. Houston, Chief Financial Officer.
We are now able to put this time-consuming activity behind us and focus our efforts on building sales, distribution and science, resulting in enhanced shareholder value, said James J. Krejci, Chief Executive Officer.
About Protandim®
Protandim® is a patent-pending dietary supplement that increases the bodys natural antioxidant protection by inducing two protective enzymes, superoxide dismutase (SOD) and catalase (CAT). These naturally occurring enzymes become overwhelmed by free radicals as we get older. Oxidative stress (cell damage caused by free radicals) occurs as a person ages, when subjected to environmental stresses or as an associated factor in certain illnesses. TBARS are laboratory markers for oxidative stress in the body. Data from a peer-reviewed, published scientific study in men and women, sponsored by LifeVantage, show that after 30 days of taking Protandim®, the level of circulating TBARS decreased an average of 40 percent, with this decrease shown to be maintained at 120 days. Protandim® strengthens a persons defenses against oxidative stress by increasing the bodys natural antioxidant enzymes. For more information, please visit the Protandim® product web site at www.protandim.com.
About LifeVantage Corporation
LifeVantage Corporation markets Protandim®. LifeVantage is a publicly traded science-based natural products provider (LFLT.OB) and is committed to helping people achieve health and wellness for life. For more information, please visit the Companys web site at www.Lifelinetherapeutics.com.
Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, applicable common law and Securities and Exchange Commission rules. 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 Companys current expectations and beliefs concerning future events affecting the Company and involve known and unknown risks and uncertainties that may cause the Companys actual results or outcomes to be materially different from those anticipated and discussed herein. These risks and uncertainties are difficult to predict accurately and may be beyond the control of the Company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: 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 value of your investment; the Companys ability to protect our intellectual property rights and the value of our product; and the illiquidity of our common stock. These and other additional risk factors and uncertainties are discussed in greater detail in the Companys 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. Forward-looking statements made by the Company in this news release or elsewhere speak only as of the date made. New uncertainties and risks come up from time to time, and it is impossible for the Company to predict these events or how they may affect the Company. The Company has no duty to, and does not intend to, update or revise the forward-looking statements in this news release after the date it is issued. 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.
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CONTACTS:
LifeVantage Corporation |
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James J. Krejci, CEO |
Telephone: |
720-488-1711 | ||||||
Gerald J. Houston, CFO |
Fax: |
303-565-8700 |