Current Report Filing (8-k)
August 04 2021 - 11:12AM
Edgar (US Regulatory)
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): July 30, 2021
LIFEMD,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-39785
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76-0238453
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
[ ]
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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LFMD
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The
Nasdaq Capital Market
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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.
Director
Compensation
On
July 30, 2021, LifeMD, Inc. (the “Company”) and Roberto Simon entered into the Renewed Director Agreement (the
“Director Agreement”) whereby, as compensation for his ongoing services as a member of the board of directors of the
Company (the “Board”) and as chairman of the audit committee of the Board (the “Audit Committee”), Mr. Simon
shall receive a grant of ten thousand (10,000) restricted stock units of the Company, vesting quarterly beginning September 30,
2021, pursuant to the Company’s Employee Stock Option Plan. Additionally, Mr. Simon shall be paid $6,000 per quarter, as
compensation for his services as a member of the Board and chairman of the Audit Committee. The Director Agreement includes
provisions whereby the Company will indemnify, defend, and hold harmless Mr. Simon to the fullest extent permitted by Delaware law.
Aside from any compensation earned by, or vested to, Mr. Simon pursuant to any prior agreement that is still due and owing,
the Director Agreement supersedes the prior agreement dated November 6, 2020 between the Company and Mr. Simon previously furnished
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2020.
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete
description of the rights and obligations of the parties to the Director Agreement, and such description is qualified in its entirety
by reference to the full text of the Director Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item
9.01 Exhibits
(d)
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.
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LIFEMD,
INC.
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Dated:
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August
4, 2021
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By:
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/s/
Justin Schreiber
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Justin
Schreiber
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Chief
Executive Officer
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