Current Report Filing (8-k)
January 19 2022 - 12:27PM
Edgar (US Regulatory)
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2022-01-19
2022-01-19
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LFMD:CommonStockParValue0.01PerShareMember
2022-01-19
2022-01-19
0000948320
LFMD:SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember
2022-01-19
2022-01-19
iso4217:USD
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): January 19, 2022
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 Global Market
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Series
A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
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LFMDP
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The
Nasdaq Global 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
7.01 Regulation FD Disclosure.
Pursuant
to Regulation FD, LifeMD, Inc. (the “Company”) hereby furnishes investor presentation materials (the “Presentation
Material”). The Company expects to use the Presentation Material, in whole or in part, and
possibly with modifications, in connection with presentations to investors, analysts and others commencing on January 20, 2022.
By
filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality
of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the
Presentation Material is summary information that is intended to be considered in the context of the Company’s Securities and Exchange
Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from
time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although
it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports
or documents with the SEC, through press releases or through other public disclosure.
The
information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly
set forth by specific reference in such filing. The Presentation Material can also be found on the Company’s website at https://lifemd.com.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information
currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties.
Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current
growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results,
as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements.
Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except
to the extent required by applicable securities laws.
Item
9.01. Exhibits.
(d)
Exhibits
The
following exhibit relating to Item 7.01 shall be deemed to be furnished and not filed:
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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January
19, 2022
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By:
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/s/
Marc Benathen
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Marc
Benathen
Chief
Financial Officer
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