SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
       CORPORATION FINANCE

                                                                                         September 2 5, 2013

Via E-mail
Rob Cutler
General Counsel
LifeVantage Corporation
9815 South Monroe Street, Suite 100
Sandy, Utah  84070

RE: LifeVantage Corporation
Schedule TO -I filed September 24, 2013
File No. 005-80096

Dear Mr. Cutler :

We have reviewed the above -captioned  filing and have the following comments.  Where
indicated, the Schedule TO should be amended  in response to these comments.  If you disagree,
we will consider your explanation as to why a comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask for information so we may better
understand your disclosure.  After reviewing this in formation, we may raise additional
comments.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welco me any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the
telephone number  listed at the end of this letter.

Offer to Purchase

Are there any conditions to the Offer?

1. We noticed that the offer is subject to a financing condition, but o bserved that other
disclosure within the  Offer to Purchase makes clear that the issuer expects to have its line of
credit in place with five business days remaining in the offer.  To the extent that the line of
credit is not in place by that t ime, please advise us, with a view toward revised disclosure,
whether the issuer expects to extend the offer period to account for the material change of the
offer transitioning from being unfinanced.  See Rule 13e -4(d)(2) and (e)(3).

Rob Cutler
LifeVantage Corporation
September  25, 2013
Page 2

 Number o f Shares; Purchase Price Proration

2. We noticed that the issuer has advised security holders that s hould they make the selection on
the letter of transmittal that wi ll maximize their chances of acceptance, such an election
could result in the tendered shares being purchased at the minimum price.  Please revise to
includ e the additio nal language from the letter of transmittal that  also makes clear  such an
election may have the effect of lower ing the purchase price  paid for all shares.

Conditions of the Offer

3. We noticed the language that indicates each of the conditions is consi dered an ongoing right
“that may be asserted at any time prior to the Exp iration Date and from time to time. ”  Please
revise to remove the implication that the offer conditions may be asserted following the
expiration date.

4. To the extent that financing for the issuer tender offer has been received, please confirm that
the issuer will affirmatively wa ive the financing conditio n.  In addition, please confirm that
the issuer also expects to comply with Rule 13e -4(d)(2) and (e)(3 ) for the material change
that will occur as a result of wai ver of the ma terial condition , or advise.

Closing Comments

Please amend the  filing to comply with our comments.  If you d o not agree with a
comment, please  tell us why in your response.  If the information you provide in response to our
comments materially changes the information already provided to unit holders, disseminate the
revised materials in a manner reasonably calculated to inform them of the new inf ormation.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the issuer is  in possession of all facts relating to its
disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.

 In connection with responding to our comments, please provide, in writing, a statement
from the issuer  acknowledging that:

 the issuer is  responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments in the filing
reviewed by the staff do not foreclose the Commis sion from taking any action with
respect to the filing; and

 the issuer  may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Rob Cutler
LifeVantage Corporation
September  25, 2013
Page 3

 In addition, please be  advised the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.   Please d irect any questions to me at (202) 551-3266.

       Sincerely,

/s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Kirt W. Shuldberg, Esq.
Sheppard Mullin Richter & Hampton LLP