lfvn-20211025

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): October 25, 2021

______________________________

LIFEVANTAGE CORPORATION

(Exact name of registrant as specified in its charter)

______________________________

Delaware

001-35647

90-0224471

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

3300 Triumph Blvd, Suite 700

Lehi, Utah 84043

(Address of principal executive offices, including zip code)

(801) 432-9000

(Registrant's telephone number)

_____________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.0001

LFVN

The Nasdaq Stock Market LLC

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

In connection with the appointment of Carl Aure as the Chief Financial Officer of LifeVantage Corporation (the “Company”), Steven R. Fife will step down from his role as the Company’s Chief Financial Officer effective immediately. He will remain the Company’s President and Chief Executive Officer.

(c)

On October 25, 2021, the Company announced the appointment of Carl Aure as its Chief Financial Officer, effective immediately. The press release announcing Mr. Aure’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with his employment, the Company and Mr. Aure have entered into an offer letter and a Key Executive Benefit Package. Pursuant to the offer letter, the Company agreed to pay Mr. Aure an annual base salary of $350,000. Mr. Aure is also eligible to participate in the Company’s employee bonus plan at the C-Suite level with a target bonus of 50% of his base salary. Any such incentive bonus will be paid to him during the first three months of the fiscal year that follows the applicable performance fiscal year. The incentive bonus, if any, will be deemed to have been earned on the date of payment of such bonus and Mr. Aure must be employed through the date of payment in order to receive the incentive bonus. The offer letter also provides that Mr. Aure will be granted a restricted stock award in the amount of 35,000 shares of the Company’s common stock upon board approval, which will be subject to vesting in equal annual installments over three years. The offer letter also provides that Mr. Aure will be granted an RSU award that is subject to time-based vesting in the amount of 22,500 shares of the Company’s common stock, which will be subject to vesting over three years, with 5/12 of the shares to vest after one year and the remaining shares to vest in equal quarterly installments over the following two years. Mr. Aure will also receive a performance-based RSU award that will become eligible to vest based on achievement of a revenue target for fiscal year 2022 and is also subject to service-based vesting over a three year period. At the target level of performance, the performance-based RSU award is for an additional 22,500 shares of the Company’s common stock.

Mr. Aure’s employment with the Company is at-will and either he or the Company can terminate his employment at any time and for any reason or for no reason, in each case subject to the terms and provisions of his offer letter and Key Executive Benefit Package. Upon termination of employment for any reason, Mr. Aure will receive payment or benefits from the Company covering the following: (i) all unpaid salary and unpaid vacation accrued through the date of termination of employment, (ii) any payments/benefits to which he is entitled under the express terms of any applicable Company employee benefit plan, (iii) any unreimbursed business expenses, and (iv) his then outstanding equity compensation awards as governed by their applicable terms. The payments and benefits described in the immediately preceding clauses “(i)” through “(iv)” are referred to collectively as the “Accrued Pay.”

If Mr. Aure voluntarily terminates his employment, if the Company terminates Mr. Aure’s employment for “cause” (as defined in the Key Executive Benefit Package) or if his employment terminates due to his disability (as defined in the Key Executive Benefit Package), death or presumed death, then he or his estate will be entitled to receive only the Accrued Pay.

If the Company terminates Mr. Aure’s employment without cause, he will be asked to execute and deliver to the Company a separation agreement that will provide, among other things, a release of all claims against the Company and a covenant not to sue the Company. So long as Mr. Aure executes and does not revoke the separation agreement, and he remains in full compliance with its terms, he will be entitled to (i) the Accrued Pay, and (ii) payments equal in the aggregate to six months of his then annualized base salary.

The description of the terms and provisions of the offer letter and Key Executive Benefit Package contained in this Item 5.02 is qualified in its entirety by reference to the actual offer letter and Key Executive Benefit Package, copies of which are filed as exhibits to this Form 8-K.

Prior to joining the Company, Mr. Aure served as Chief Accounting Officer for New Age, Inc., a publicly traded social selling company. He joined New Age, Inc. in 2018 as Senior Vice President, Corporate Controller, following the acquisition by New Age of Morinda Holdings, Inc. (“Morinda”). From 2005 to 2018, Mr. Aure worked at Morinda in progressive levels of responsibility across finance and accounting roles, most recently serving as Vice President Finance and Corporate Controller. Prior to Morinda, Mr. Aure spent eight years at KPMG, LLP, most recently as a Senior Manager. Mr. Aure is a Certified Public Accountant and holds a Master of Professional Accountancy from the University of Utah and a Bachelor of Science degree in Accounting from Westminster College.

There is no arrangement or understanding between Mr. Aure and any other person pursuant to which he was selected as an officer of the Company. Mr. Aure has no family relationship (within the meaning of Item 401(d) of Regulation S-K) with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There has been no transaction since the beginning of the Company’s last fiscal year, and there is no currently proposed transaction, in excess of $120,000 in which the Company is or was a participant and in which Mr. Aure or any of his immediate family members (within the meaning of Item 404 of Regulation S-K) had or will have a direct or indirect material interest.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1+						Offer Letter by and between Carl Aure and the Company dated September 19 , 2021
10.2+						Key Employee Benefits Package by and between Ca rl Aure and the Company dated September 19, 2021
99.1						Press Release issued October 25, 2021 announcing appointment of new Chief Financial Officer
+						Management contract or compensatory plan or arrangement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




Date:	October 25, 2021	LIFEVANTAGE CORPORATION

	By:	/s/ Steven R. Fife
	Name:	Steven R. Fife
	Title:	President and Chief Executive Officer

Lifevantage Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits