Radoff Files 3rd Amendment to LifeVantage 13D

TL;DR

**Activist investor Bradley Radoff just filed an amendment to his LifeVantage 13D, signaling continued involvement.**

AI Summary

Bradley L. Radoff filed Amendment No. 3 to Schedule 13D (SC 13D/A) on February 15, 2024, regarding his beneficial ownership in LifeVantage Corporation. The filing indicates an update to a previous Schedule 13D, but the specific details of the changes in ownership percentage, transaction amounts, or the purpose of the amendment are not provided in this excerpt. The securities involved are Common Stock, par value $0.0001, with CUSIP Number 53222K205.

Why It Matters

This filing signals ongoing investor interest or potential activist involvement by Bradley L. Radoff in LifeVantage Corporation, which could influence the company's strategic direction or stock performance.

Risk Assessment

Risk Level: medium — An activist investor filing an amendment to a 13D suggests potential for strategic changes or pressure on management, which can introduce volatility.

Key Numbers

• Amendment No. 3 — Amendment Number (Indicates the third update to the original Schedule 13D filing.)
• 53222K205 — CUSIP Number (Identifies the specific class of securities (LifeVantage Common Stock).)
• 20240215 — Filing Date (Date the SC 13D/A was filed with the SEC.)

Key Players & Entities

• Bradley L. Radoff (person) — Filer of SC 13D/A
• LifeVantage Corporation (company) — Subject Company
• Ryan Nebel (person) — Legal Counsel from Olshan Frome Wolosky LLP
• Olshan Frome Wolosky LLP (company) — Legal Firm
• $0.0001 (dollar_amount) — Par value of Common Stock

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 53222

Filing Documents

• sc13da309076057_02152024.htm (SC 13D/A) — 76KB
• ex992to13da309076057_021524.htm (EX-99.2) — 4KB
• 0000921895-24-000503.txt ( ) — 82KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended to add the following: In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, on February 14, 2024, the Reporting Persons and Sudbury (as defined in Amendment No. 2 to the Schedule 13D) terminated the Group Agreement (as defined in Amendment No. 2 to the Schedule 13D). Accordingly, Sudbury is no longer a member of a Section 13(d) group with the Reporting Persons. The Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the Reporting Persons is party to the Joint Filing Agreement, as defined and further described in Item 6 below.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On February 14, 2024 (the “Effective Date”), the Reporting Persons and Sudbury (collectively, the “Stockholder Parties”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer pursuant to which, among other things, the Issuer immediately (i) increased the size of its board of directors (the “Board”) by one (1) seat, to a total of eight (8) directors, and (ii) appointed Dayton Judd to the Board, with a term expiring at the Issuer’s fiscal year 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Pursuant to the Cooperation Agreement, the Board also appointed Mr. Judd to the Audit Committee and the Nominating and Corporate Governance Committee of the Board. Pursuant to the Cooperation Agreement, the Issuer also agreed to nominate Mr. Judd for election to the Board at the 2025 Annual Meeting, at the Issuer’s fiscal year 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and at any other meeting of the Issuer’s stockholders held during the Standstill Period at which directors are to be elected. The Issuer also agreed not to (i) nominate any incumbent directors serving on the Board as of the Effective Date other than Michael A. Beindorff, Steven R. Fife, Raymond B. Greer, Cynthia Latham, Darwin K. Lewis and Garry Mauro at the 2025 Annual Meeting, (ii) nominate any incumbent directors serving on the Board as of the Effective Date other than Messrs. Beindorff, Fife, Greer and Lewis and Ms. Latham at the 2026 Annual Meeting and (iii) unless there is a vacancy on the Board, nominate any incumbent directors serving on the Board as of the Effective Date other than Messrs. Fife, Greer and Lewis and Ms. Latham at the Issuer’s fiscal year 2027 annual meeting of stockholders (the “2027 Annual Meeting”). Pursuant to the Cooperation Agreement, the Issuer has further agreed th

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 12,868,462 Shares outstanding as of January 29, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 30, 2024. A. The Radoff Foundation (a) As of the date hereof, the Radoff Foundation beneficially owns directly 50,000 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 50,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 50,000 4. Shared power to dispose or direct the disposition: 0 B. Mr. Radoff (a) As of the date hereof, Mr. Radoff beneficially owns directly 811,250 Shares. As a director of the Radoff Foundation, Mr. Radoff may be deemed to beneficially own the 50,000 Shares owned by the Radoff Foundation. Percentage: Approximately 6.7% 5 CUSIP No. 53222K205 (b) 1. Sole power to vote or direct vote: 861,250 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 861,250 4. Shared power to dispose or direct the disposition: 0 The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial Shares that he or it does not directly own. (c) There have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On February 14, 2024, the Stockholder Parties and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On February 14, 2024, the Stockholder Parties terminated the Group Agreement, effective immediately. On February 15, 2024, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) pursuant to which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Cooperation Agreement, dated February 14, 2024 (incorporated by reference to Ex. 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 15, 2024). 99.2 Joint Filing Agreement, dated February 15, 2024. 6 CUSIP No. 53222K205

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 15, 2024 The Radoff Family Foundation By: /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Director /s/ Bradley L. Radoff Bradley L. Radoff 7

View Full Filing

View this SC 13D/A filing on SEC EDGAR