Lifevantage Corporation (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   June 30, 2009

Lifevantage Corporation
(Exact name of registrant as specified in its charter)

Colorado 000-30489 90-0224471
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
11545 W. Bernardo Court, Suite 301, San Diego, California   92127
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   858-312-8000

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))

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Item 3.02 Unregistered Sales of Equity Securities.

On June 30, 2009, Lifevantage Corporation (the "Company") sold shares of Common Stock and warrants to purchase Common Stock to accredited investors (the "Offering"). The Company sold 4,285,714 shares of Common Stock of the Company at a purchase price of $0.35 per share and issued warrants exercisable for 857,142 shares of Common Stock of the Company in the Offering, for aggregate gross proceeds of $1,500,000 in the closing. The warrants sold in the Offering have an exercise price of $0.50 per share and may be exercised at any time following issuance during the three year exercise period.

The shares of Common Stock and warrants were offered and sold in the Offering only to persons who meet the definition of "accredited investor" set forth in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or to persons who are not "U.S. persons" as defined in Regulation S under the Securities Act, pursuant to exemptions from registration provided by Rule 506 of Regulation D of the Securities Act and Regulation S of the Securities Act.

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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
July 8, 2009   By:   /s/ Bradford K. Amman
        Name: Bradford K. Amman
        Title: Secretary/Treasurer