Amendment: USANA Health Sciences Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$USNA
Medicinal Chemicals and Botanical Products
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by USANA Health Sciences, Inc. (the “Company” or “USANA”) with the U.S. Securities and Exchange Commission (the “SEC”) for the purpose of amending and supplementing Item 9.01 of that certain Current Report on Form 8-K originally filed by the Company with the SEC on December 23, 2024 (the “Original Form 8-K”), in which the Company reported, among other things, USANA’s acquisition of a controlling interest in Hiya Health Products, LLC, a Delaware limited liability company ( “Hiya”), pursuant to an Agreement and Plan of Merger dated December 23, 2024 (the “Merger Agreement”) by and among USANA, Karate Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of USANA (“Merger Sub”), Hiya, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the unitholders of Hiya. Pursuant to the Merger Agreement, Merger Sub merged with and into Hiya, with Hiya continuing as the surviving company.
This Amendment amends the Original Form 8-K to provide the audited financial statements and pro forma financial information required by Item 9.01 of Form 8-K that was previously omitted from the Original Form 8-K in reliance on Item 9.01(a)(3) and Item 9.01(b)(2), respectively, of Form 8-K. This Amendment No. 1 does not amend any other item of the Original Form 8-K and all other information previously reported in or filed with the Original Form 8-K (including the other information in Item 9.01) is hereby incorporated by reference in this Amendment.
Item 9.01 Financial Statements and Exhibits.
(a)Financial statements of business acquired
The audited consolidated financial statements of Hiya as of and for the nine months ended September 30, 2024, and the notes related thereto, and the related independent auditors’ report of WithumSmith+Brown, PC are attached as Exhibit 99.1 hereto and incorporated by reference herein. Audited consolidated financial statements for the nine months ended September 30, 2024 are presented in lieu of the required period of one year pursuant to Regulation S-X Rule 3-06(a).
(b)Pro forma financial information.
The unaudited pro forma condensed combined financial information as of and for the nine months ended September 28, 2024 and for the year ended December 30, 2023, and the notes related thereto are filed as Exhibit 99.2 hereto and incorporated by reference herein.
The consent of WithumSmith+Brown, PC, Hiya’s independent auditor, is attached as Exhibit 23.1 hereto.
| Exhibit No. | Description | |||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| USANA HEALTH SCIENCES, INC. | ||||||||
| By: | /s/ G. Douglas Hekking | |||||||
| G. Douglas Hekking, Chief Financial Officer | ||||||||
| Date: March 7, 2025 | ||||||||