SEC Comment Letter 0000000000-23-011823 to Lifevantage Corp (LFVN) (CIK 0000849146) (LFVN)
Lifevantage Corp (LFVN) (CIK 0000849146)
Date: Oct. 27, 2023 · CIK: 0000849146 · Accession: 0000000000-23-011823
AI Filing Summary & Sentiment
File numbers found in text: 001-35647
Letter
United States securities and exchange commission logo October 27, 2023 Ryan Nebel Partner, Olshan Frome Wolosky LLP Lifevantage Corp 1325 Avenue of the Americas New York, NY 10019 Re:Lifevantage Corp Definitive Additional Soliciting Materials Filed by Bradley L. Radoff et al. Filed October 25, 2023 File No. 001-35647 Dear Ryan Nebel: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Definitive Additional Soliciting Materials Press Release, page 1 1.You must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for your statements listed below. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9.
•"Uncovers LifeVantage’s Troubling Pay-for-Play Tactics..." •"Believes Recent Letter Represents a Paid Advertisement and Fake Endorsement Placed by LifeVantage to Trick Stockholders into Believing a Critical Mass of Consultants Support Long-Tenured Chairman Garry Mauro and Other Targeted Directors" •"Urges Stockholders to Vote for Aligned and Ethical Nominees..." (emphasis added)
FirstName LastNameRyan Nebel Comapany NameLifevantage Corp October 27, 2023 Page 2 FirstName LastName Ryan Nebel Lifevantage Corp October 27, 2023 Page 2 •“…[certain LifeVantage directors] have resorted to seemingly deceitful and unethical measures to try to win stockholders’ support.” •“…the recently issued letter purportedly signed by LifeVantage consultants…represents little more than an undisclosed advertisement and bogus endorsement.” •“…our Group has grown increasingly troubled about certain additional undisclosed conflicts that have come to light in recent days…” 2.Please provide us support for your disclosure that "We have learned through trusted sources that Mr. Daniels is also being paid by LifeVantage…" We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
October 27, 2023
Ryan Nebel
Partner, Olshan Frome Wolosky LLP
Lifevantage Corp
1325 Avenue of the Americas
New York, NY 10019
Re:Lifevantage Corp
Definitive Additional Soliciting Materials Filed by Bradley L. Radoff et al.
Filed October 25, 2023
File No. 001-35647
Dear Ryan Nebel:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Definitive Additional Soliciting Materials
Press Release, page 1
1.You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or disclose, the factual foundation
for your statements listed below. In this regard, note that the factual foundation for such
assertions must be reasonable. Refer to Rule 14a-9.
•"Uncovers LifeVantage’s Troubling Pay-for-Play Tactics..."
•"Believes Recent Letter Represents a Paid Advertisement and Fake Endorsement
Placed by LifeVantage to Trick Stockholders into Believing a Critical Mass of
Consultants Support Long-Tenured Chairman Garry Mauro and Other Targeted
Directors"
•"Urges Stockholders to Vote for Aligned and Ethical Nominees..." (emphasis added)
FirstName LastNameRyan Nebel
Comapany NameLifevantage Corp
October 27, 2023 Page 2
FirstName LastName
Ryan Nebel
Lifevantage Corp
October 27, 2023
Page 2
•“…[certain LifeVantage directors] have resorted to seemingly deceitful and unethical
measures to try to win stockholders’ support.”
•“…the recently issued letter purportedly signed by LifeVantage
consultants…represents little more than an undisclosed advertisement and bogus
endorsement.”
•“…our Group has grown increasingly troubled about certain additional undisclosed
conflicts that have come to light in recent days…”
2.Please provide us support for your disclosure that "We have learned through trusted
sources that Mr. Daniels is also being paid by
LifeVantage…"
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions