LFMDP LifeMD Inc

 

 

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 and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 24, 2024

 

LIFEMD, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		001-39785		76-0238453
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐	Written communication 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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		LFMD		The Nasdaq Global Market
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share		LFMDP		The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

Effective December 24, 2024, Chairman and Chief Executive Officer Justin Schreiber entered into a Second Amendment (the “Second Amendment”) to his Employment Agreement with LifeMD, Inc. (the “Company”). Pursuant to the Second Amendment, Mr. Schreiber will receive an annual base salary of $500,000, effective January 1, 2025.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.		Exhibit
10.1		Second Amendment dated December 24, 2024 to the Employment Agreement between Justin Schreiber and LifeMD, Inc.
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.

 

			LIFEMD, INC.
Dated:	December 30, 2024		By:	/s/ Marc Benathen
				Marc Benathen
				Chief Financial Officer

 

 

 

Exhibit 10.1

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of December 24, 2024 (the “Second Amendment Effective Date”) by and between Justin Schreiber, an individual and resident of the State of Pennsylvania, (the “Employee”) and LifeMD, Inc. (formerly known as Conversion Labs, Inc.), (the “Company”), a Delaware Corporation. The Employee and the Company are also each hereinafter referred to individually as a “Party” and together as the “Parties”.

 

RECITALS

 

WHEREAS, the Company had, pursuant to the April 1, 2020 Consulting Agreement “Consulting Agreement”), engaged Justin Schreiber to be the Company’s Chairman of the Board and Chief Executive Officer.

 

WHEREAS, on April 1, 2022: (i) the Company and Justin Schreiber mutually agreed to terminate that Consulting Agreement; and (ii) the Company and the Employee entered into a formal Employment Agreement (the “Employment Agreement”) whereby Employee was hired to serve the Company in the capacity as Chief Executive Officer, with a base salary of $300,000, and a target bonus of 75% of base salary;

 

WHEREAS, on or about November 13, 2023, the Company and Employee mutually agreed to a First Amendment to Employment Agreement (“First Amendment”) that included an: (i) award a new grant to Employee of 50,000 shares of restricted stock subject to vesting and other terms as described below; and (ii) a contingent future grant to Employee of 50,000 shares of restricted stock subject to the contingencies and subsequent vesting, as described therein.

 

WHEREAS, the Parties desire to further amend the Employment Agreement to increase Employee’s base salary to $500,000, effective January 1, 2025.

 

WHEREAS, for avoidance of doubt, other than the amendments set forth below in this Second Amendment, all other provisions of the Employment Agreement remain in effect today and moving further, unless and until amended in the future.

 

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Amendments. The Employment Agreement shall be further amended as follows, in accordance with the terms and conditions of Section 8 thereof:

 

a.

1st Sentence of § 4(a) of the Employment Agreement is hereby amended to read:

 

Effective January 1, 2025, the Company shall pay Employee a base salary at the rate of $500,000 per calendar year, which amount shall be subject to adjustment as set forth below (the “Base Salary”).

 

2. Governing Law; Jurisdiction. This Second Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal proceeding arising out of or based upon this Second Amendment shall be instituted in the federal courts or the courts of the State of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.

 

2. Counterparts. This Second Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.

 

 

IN WITNESS WHEREOF, each of the undersigned hereby (a) executes this Second Amendment to the Employment Agreement; (b) confirms its agreement with the provisions and covenants herein provided; and (c) agrees to be bound by this Second Amendment to the Employment Agreement.

 

EXECUTED as of the Second Amendment Effective Date, as set forth above.

 

LIFEMD, INC.
/s/ Eric H. Yecies
By:	Eric H. Yecies, Chief Legal Officer & General Counsel
EMPLOYEE
/s/ Justin Schreiber
By:	Justin Schreiber, Chairman & Chief Executive Officer

 

 

v3.24.4

Cover	Dec. 24, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 24, 2024
Entity File Number	001-39785
Entity Registrant Name	LIFEMD, INC.
Entity Central Index Key	0000948320
Entity Tax Identification Number	76-0238453
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	800 Third Avenue
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(866)
Local Phone Number	351-5907
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value
Title of 12(b) Security	Common Stock, par value
Trading Symbol	LFMD
Security Exchange Name	NASDAQ
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
Title of 12(b) Security	Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol	LFMDP
Security Exchange Name	NASDAQ

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