CUSIP No. 53216B 104
1
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NAME
OF REPORTING PERSON
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Stefan
Galluppi
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
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(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
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PF,
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
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NUMBER
OF
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1,649,800(1)
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
|
EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
|
|
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PERSON
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1,649,800(1)
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WITH
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10
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SHARED
DISPOSITIVE POWER
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|
|
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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1,649,800(1)
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.36(2)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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1.
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Consists
of 1,649,800 shares held by American Nutra Tech, LLC, a company that Mr. Galluppi has sole voting and dispositive power
(“American Nutra”).
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2.
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Percentage
of class based on 25,906,754 total outstanding shares of common stock of the Issuer as of March 30, 2021.
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CUSIP No. 53216B 104
1
|
NAME OF REPORTING
PERSON
|
|
|
|
American Nutra
Tech, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
|
(a) [ ]
|
|
(b) [ ]
|
3
|
SEC USE ONLY
|
|
|
4
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SOURCE OF FUNDS*
|
|
|
|
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
[ ]
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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Delaware
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|
7
|
SOLE VOTING POWER
|
|
|
|
NUMBER
OF
|
|
1,649,800(1)
|
SHARES
|
8
|
SHARED VOTING
POWER
|
BENEFICIALLY
|
|
|
OWNED
BY
|
|
0
|
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
REPORTING
|
|
|
PERSON
|
|
1,649,800(1)
|
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY REPORTING PERSON
|
|
|
|
1,649,800(1)
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
[ ]
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
6.36(2)
|
14
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TYPE OF REPORTING
PERSON (See Instructions)
|
|
|
|
OO
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1.
|
Consists of 1,649,800 shares held by American Nutra, the Beneficial ownership
of which also attributable to Mr. Galluppi, as the sole member of American Nutra, and thus is reported by more than one reporting person
pursuant to Rule 13d-3 under the Act. Power is exercised through Mr. Galluppi.
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|
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2.
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Percentage of class based on 25,906,754 total outstanding
shares of common stock of the Issuer as of March 30, 2021.
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Item
1 Security and Issuer.
The
statement (“Statement”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”),
of LifeMD, Inc., a Delaware corporation (the “Issuer” or the “Company”). The principal executive office
of the Issuer is located at 800 Third Avenue, Suite 2800, New York, NY 10022.
Item
2 Identity and Background.
The
Statement is being filed by Mr. Stefan Galluppi (“Mr. Galluppi”). Mr. Galluppi’s present principal occupation
or employment is serving as Chief Technology Officer of the Issuer. Mr. Galluppi is a United States citizen. The business address
of Mr. Galluppi is 800 Third Avenue, Suite 2800, New York, NY 10022.
During
the last five years Mr. Galluppi has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3 Source and Amount of Funds or Other Consideration.
Mr.
Galluppi acquired the reported 1,649,800 shares of Common Stock as follows (except as otherwise indicated, all Common Stock and
per share information and all exercise prices with respect to the Company’s warrants reflect, on a retroactive basis, a
1-for-5 reverse stock split of Common Stock, which became effective on October 14, 2020):
On
November 22, 2017, Mr. Galluppi beneficially owned 230,000 shares of Common Stock by American Nutra.
On
July 22, 2019, Mr. Galluppi purchased on the open market 938 shares of Common Stock at a price per share $0.80 per share.
On
December 9, 2020, the Company issued to Mr. Galluppi 1,000,000 shares of Common Stock for having achieved certain performance
milestones pursuant to a Membership Interest Purchase Agreement, dated April 25, 2019, by and between the Issuer, Conversion Labs
PR LLC, Taggart International Trust, and American Nutra Tech LLC, an entity controlled by Mr. Galluppi.
Item
4 Purpose of Transaction.
Mr.
Galluppi does not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business
or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item
5 Interest in Securities of the Issuer.
(a)
As of the date hereof, Mr. Galluppi beneficially owns 1,649,800 shares (the “Shares”) of the issued and outstanding
Common Stock of the Company. Such amount represents 6.36% of the total of the issued and outstanding shares of the Company’s
Common Stock as of the date hereof.
(b)
Mr. Galluppi holds sole voting and dispositive power over the Shares.
(c)
Other than disclosed above, there were no transactions by Mr. Galluppi in the Issuer’s Common Stock during the last 60 days.
(d)
No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the securities of the Issuer owned by Mr. Galluppi.
(e)
Not applicable.
Item
6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
The
shares are subject to the terms and conditions of a lock-up agreement, effective November 3, 2020, by and between the Issuer and
Mr. Galluppi (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, Mr. Galluppi is precluded, until May 2,
2021, from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of the Common Stock
he owns.
Item
7 Material to be Filed as Exhibits.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
April 23, 2021
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/s/
Stefan Galluppi
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Stefan
Galluppi
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Date: April 23, 2021
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American Nutra Tech, LLC
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/s/ Stefan Galluppi
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Chief Executive Officer
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