Current Report Filing (8-k)
February 26 2021 - 5:10PM
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): February 24, 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
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LFMD
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The Nasdaq Stock
Market LLC
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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
3.02 Unregistered Sales of Equity Securities.
On February 12, 2021 LifeMD, Inc. (formerly
Conversion Labs, Inc.) (the “Company”) issued 247,213 shares pursuant to the exercise of an outstanding option (the
“Option Shares”). On February 24, 2021
the Company issued 1,200,000 shares of the Company’s restricted common stock (the “Consulting Shares”)
to Blue Horizon Consulting, LLC (“Blue Horizon”), by virtue of the Company’s achievement of all remaining specified
revenue targets, pursuant to that certain amended consulting agreement (the “Consulting Agreement”) by and between
Blue Horizon and the Company. Blue Horizon is an entity solely owned by Happy Walters, a director of the Company. No further issuances
are due pursuant to the Consulting Agreement.
On
February 24, 2021, pursuant to the issuance of the Consulting Shares, the number of shares of unregistered common stock
outstanding had increased by more than 5% since the last reported number of shares of common stock outstanding on our Current
Report on Form 8-K filed on February 12, 2021. As of February 26, 2021 the Company has 25,579,103 shares issued and outstanding.
The
Option Shares and Consulting Shares were not registered under the Securities Act but qualified for exemption under Section
4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities
Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section
4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner
of the offering and number of securities offered.
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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Date: February 26, 2021
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By:
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/s/
Justin Schreiber
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Name:
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Justin Schreiber
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Title:
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Chief Executive Officer
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