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): February 26, 2010
Lifevantage Corporation
(Exact name of registrant as specified in its charter)
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Colorado
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000-30489
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90-0224471 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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11545 W. Bernardo Court, Suite 301, |
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San Diego, California
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92127 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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 1.01 Entry into a Material Definitive Agreement.
On February 26, 2010, we entered into a securities purchase agreement with accredited
investors pursuant to which we sold approximately $514,000 of 8% convertible debentures and
warrants to purchase shares of our common stock with an exercise price of $0.50 per share. Each
investor received a debenture in the principal amount equal to such investors aggregate
subscription amount less the amount equal to the quotient obtained by dividing such aggregate
subscription amount by $1,000. The debenture is convertible into shares of our common stock at any
time at the discretion of the holder at a conversion price per share of $0.20, subject to
adjustment including anti-dilution protection. Each investor also received a warrant to purchase
that number of shares of our common stock that equals 50% of the quotient obtained by dividing such
investors aggregate subscription amount by $0.20. In exchange for the $514,857 we received, we
issued debentures in the aggregate principal amount of approximately $514,000 and warrants to
purchase an aggregate of 1,287,143 shares of our common stock.
The following summarizes the terms of the debentures we agreed to issue:
Term: Due and payable on the second anniversary of the date of issuance.
Interest: Interest is payable quarterly in cash at the rate of 8% per annum beginning on April
1, 2010, on each conversion date (as to the principal amount being converted) and on the maturity
date.
Principal Payment: The principal amount, if not paid earlier, is due and payable on the second
anniversary of the date of issuance.
Early Redemption: We have the right to redeem the debenture before maturity by payment in cash
of 100% of the then outstanding principal amount plus accrued and unpaid interest. To redeem the
debenture we must meet certain equity conditions. The payment of the debenture would occur on the
10th trading day following the date we gave the holder notice of our intent to redeem the
debenture. We agreed to honor any notices of conversion that we receive from the holder before the
date we pay off the debenture.
Voluntary Conversion: The debenture is convertible at anytime at the discretion of the holder
at a conversion price per share of $0.20, subject to adjustment including anti-dilution protection.
Covenants: The debenture imposes certain covenants on us including restrictions against
incurring additional indebtedness and paying cash dividends or distributions on shares of our
outstanding common stock. The debentures define certain events of default, including delisting of
our common stock, a change in control, or our reporting requirements under the Securities Exchange
of Act of 1934 are suspended or terminate. In the event of default, generally, the holder has the
right to accelerate all amounts outstanding under the debenture and demand payment of a mandatory
default amount equal to 130% of the amount outstanding plus accrued interest and unpaid interest.
The foregoing summary of the terms of the securities we issued and the terms of the agreements
related to the financing is qualified in its entirety by reference to the form of securities
purchase agreement, debenture and warrant, which will be filed as exhibits to our periodic report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information provided in response to Item 1.01 of this report is incorporated by reference
into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this report is incorporated by reference
into this Item 3.02. The investors in our financing were accredited investors as such term is
defined in Rule 501 of the Securities Act. The securities were issued in a private placement under
Section 4(2) of the Securities Act and/or Rule 506 of
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Regulation D under the Securities Act. The offering was not conducted in connection with a
public offering, and no public solicitation or advertisement was made or relied upon by the
investor in connection with the offering.
The maximum number of shares of common stock issuable upon conversion of the debentures and
upon exercise of the warrants we issued on February 26, 2010 is, respectively, 2,571,710 and
1,287,143, assuming the conversion price and exercise price is the initial conversion price and
exercise price at the time of conversion and/or exercise.
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