Current Report Filing (8-k)
February 22 2022 - 2:50PM
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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
13, 2022
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.) |
236
Fifth Avenue, Fourth Floor
New
York, NY 10001
(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
1.01 Entry into a Material Definitive Agreement
On
January 13, 2022, LifeMD, Inc., a Delaware corporation (the “Company”), announced that its majority-owned subsidiary WorkSimpli
Software LLC (“WorkSimpli”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with East Fusion
FZCO, a Dubai, UAE corporation (the “Seller”), whereby WorkSimpli acquired substantially all of the assets, and assumed
certain liabilities, associated with the Seller’s business offering subscription-based resume building software through SAAS online
platforms (the “Acquisition”).
WorkSimpli
paid to the Seller a purchase price $4,000,000 and agreed to assume certain liabilities set forth in the Purchase Agreement. The Seller
also will be entitled to quarterly payments equal to the greater of 15% of Net Profits (as defined in the Purchase Agreement) or $62,500,
for a two-year period ending on the two-year anniversary of the closing of the Acquisition. In no event shall Seller receive less than
$500,000 in Net Profits by the second anniversary of the closing of the Acquisition.
WorkSimpli
borrowed the purchase price from the Company pursuant to a Promissory Note dated October 19, 2021, as amended February 14, 2022 (the
“Promissory Note”), with the obligation secured by an Equity Purchase Guarantee Agreement dated February 14, 2022 (the “Guarantee
Agreement”) and a Stock Option Pledge Agreement dated February 12, 2022 (the “Pledge Agreement”) from Fitzpatrick Consulting,
LLC and its sole member Sean Fitzpatrick, who is Co-Founder and President of WorkSimpli.
The
Purchase Agreement contains customary representations, warranties and covenants by each of the parties, and contains indemnification
provisions under which the parties have agreed, subject to certain limitations, to indemnify each other against certain liabilities.
The
foregoing description of the Purchase Agreement, the Promissory Note, the Guarantee Agreement and the Pledge Agreement,
and the transactions contemplated therein, does not purport to be complete and is qualified in its entirety by reference to the complete
text of those agreements, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The
Acquisition described above closed on February 17, 2022.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
2.1 |
|
Asset Purchase Agreement, dated as of January 13, 2022, by and between WorkSimpli Software LLC and East Fusion FZCO |
2.2 |
|
Promissory Note dated as of October 19, 2021, issued by WorkSimpli Software LLC to LifeMD, Inc. |
2.3 |
|
First Addendum, dated as of February 14, 2022, to Promissory Note, issued by WorkSimpli Software LLC to LifeMD, Inc. |
2.4 |
|
Equity
Purchase Guarantee Agreement, dated as of February 14, 2022, by and among Fitzpatrick Consulting LLC, Sean Fitzpatrick and
LifeMD, Inc. |
2.5 |
|
Stock Option Pledge Agreement, dated as of February 12, 2022, by and between Fitzpatrick Consulting LLC 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: |
February 22, 2022 |
By: |
/s/
Eric Yecies |
|
|
|
Eric
Yecies |
|
|
|
General
Counsel and Chief Compliance Officer |
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