EXPLANATORY
NOTE
LifeMD,
Inc., or the Registrant, believes that filing a shelf registration statement provides it with the flexibility to issue and sell securities
if and when deemed appropriate and in the best interests of its stockholders. The Registrant may or may not issue and sell any securities
under this registration statement.
This
registration statement contains:
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a
base prospectus which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering price of $150,000,000
of the securities identified above from time to time in one or more offerings, including the at-the-market offering as described
below; and
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a
sales agreement prospectus covering the offering, issuance and sale by the registrant of up to a maximum aggregate offering price
of $60,000,000 of the Registrant’s common stock that may be issued and sold under an At Market Issuance Sales Agreement by
and among the registrant, B. Riley Securities, Inc., and Cantor Fitzgerald & Co. (the “Sales Agreement”).
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The
base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus
will be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus.
The common stock that may be offered, issued and sold by the Registrant under the sales agreement prospectus is included in the $150,000,000
of securities that may be offered, issued and sold by the Registrant under the base prospectus. Upon termination of the Sales Agreement,
any portion of the $60,000,000 included in the sales agreement prospectus that is not sold pursuant to the Sales Agreement will be available
for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement, and if no shares are sold under
the Sales Agreement, the full $60,000,000 of securities not sold may be sold in other offerings pursuant to the base prospectus and a
corresponding prospectus supplement.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT
TO COMPLETION, DATED JUNE 8, 2021
PROSPECTUS
LIFEMD,
INC.
$150,000,000
COMMON
STOCK
PREFERRED
STOCK
DEBT
SECURITIES
WARRANTS
UNITS
This
prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering,
up to $150,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer
common stock or preferred stock upon conversion of or exchange for the debt securities; and common stock or preferred stock or debt securities
upon the exercise of warrants.
This
prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will
provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also
describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained
in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into
this prospectus or any prospectus supplement, carefully before you invest.
Our
securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For
additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus
and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to
which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts
and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds
that we expect to receive from such sale will also be set forth in a prospectus supplement.
Our
common stock is listed on the Nasdaq Capital Market, under the symbol “LFMD.” On June 8, 2021, the last reported sale
price of our common stock on the Nasdaq Capital Market was $15.85 per share.
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks that we have described on page 4 of this prospectus under the caption “Risk Factors.” We may include specific
risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not be used to sell
our securities unless accompanied by a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may offer shares of our common stock, preferred stock, various series
of debt securities or warrants to purchase common stock or preferred stock, either individually or in units, in one or more offerings,
with a total value of up to $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering.
This
prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering
of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update
or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer a security
that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable
prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to
the offering of securities under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, the
information and documents incorporated herein by reference and the additional information under the heading “Where You Can Find
More Information” before making an investment decision.
You
should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We
have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by
reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell
only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume
that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and
that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or any sale of a security.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This
prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent
there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document
with the most recent date will control.
Unless
the context otherwise requires, “LifeMD,” “the Company,” “the Registrant,” “we,” “us,”
“our” and similar terms refer to LifeMD, Inc.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, the documents that we incorporate by reference and any free writing prospectuses that we may authorize for use in connection
with this offering contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking
statements can generally be identified as such because the context of the statement will include words such as “may,” “will,”
“intend,” “plan,” “believe,” “anticipate,” “expect,” “estimate,”
“predict,” “potential,” “continue,” “likely,” or “opportunity,” the negative
of these words or words of similar import. Similarly, statements that describe our future plans, strategies, intentions, expectations,
objectives, goals or prospects are also forward-looking statements. Discussions containing these forward-looking statements may be found,
among other places, in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” sections incorporated by reference from our most recent Annual Report on Form 10-K and our Quarterly Reports on
Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any amendments thereto
reflected in subsequent filings with the SEC.
These
forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our
business, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the
forward-looking statements. The risks and uncertainties include, among others, those noted in the “Risk Factors” section
of this prospectus and in any applicable prospectus supplement or free writing prospectus, and those included in the documents that we
incorporate by reference herein and therein.
New
risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could
have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:
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changes
in the market acceptance of our products;
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increased
levels of competition;
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changes
in political, economic or regulatory conditions generally and in the markets in which we operate;
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our
relationships with our key customers;
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our
ability to retain and attract senior management and other key employees;
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our
ability to quickly and effectively respond to new technological developments;
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our
ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others
and prevent others from infringing on our proprietary rights;
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our
ability to successfully commercialize our products on a large enough scale to generate profitable operations;
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business
interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the recent outbreak
of COVID-19, or the novel coronavirus);
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our
ability to continue as a going concern;
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our
need to raise additional funds in the future;
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our
ability to successfully implement our business plan;
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being
able to scale our telehealth platform built to improve the experience and medical care provided to patients across the country;
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intellectual
property claims brought by third parties; and
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the
impact of any industry regulation.
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addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not
use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated
by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial
condition. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events
or circumstances that arise after the filing of this prospectus or any applicable prospectus supplement or free writing prospectus, or
documents incorporated by reference herein and therein, that include forward-looking statements.
PROSPECTUS
SUMMARY
The
following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this
prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated
financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable
prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in any prospectus
supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and any
prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk
factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment
in our securities.
Business Overview
and Strategy
LifeMD
is a direct-to-patient telehealth technology company that provides a smarter, cost-effective and convenient way for a provider’s
patients to access healthcare. We believe the traditional model of visiting a doctor’s office, receiving a physical prescription,
visiting a local pharmacy, and returning to see a doctor for follow up care or prescription refills is inefficient, costly to patients,
and discourages many patients from seeking much needed medical care. The U.S. healthcare system is undergoing a paradigm shift, thanks
to new technologies and the emergence of direct-to-patient healthcare. Direct-to-patient telemedicine technology companies, like
our company, connect consumers to licensed healthcare professionals for care across numerous indications, including concierge care, men’s
sexual health and dermatology, among others.
Our telemedicine platform helps
patients access their licensed providers for diagnoses, virtual care, and prescription medications, often delivered on a recurring
basis. In addition to our telemedicine technology offerings, we sell nutritional supplements and other over-the-counter products.
Many of our products are available on a subscription or membership basis, where a patient can subscribe to receive regular shipments
of prescribed medications or products. This creates convenience and often discounted pricing opportunities for patients and recurring
revenue streams for us. Our customer acquisition strategy combines strategic brand-building media placements and direct response
advertising methods across highly scalable marketing channels (i.e., national TV, streaming TV, streaming audio, podcast, print, magazines,
online search, social media, and digital).
Since
inception, we have helped more than 300,000 customers and patients, providing them greater access to high-quality, convenient, and affordable
care in all 50 states. Our telemedicine technology revenue increased 208% in 2020 vs. the prior year. Total revenue from recurring
subscriptions is approximately 70%. In addition to our telehealth technology business, we own 85.6% of PDFSimpli, a rapidly
growing SaaS platform for converting, signing, editing and sharing PDF documents. This business has also seen 165% year over year growth,
with recurring revenue of 100%.
Many
people can relate to the hassle and inconvenience of seeking medical care. We believe that telemedicine platforms like ours will fundamentally
shift how a provider’s patients access healthcare in the U.S., by necessity and by preference. With the average wait time
to see a physician in the U.S. now at greater than 29 days, according to a 2018 Merritt Hawkins Survey, and the U.S. projected to have
a significant shortfall of licensed physicians by 2030, we believe the U.S. healthcare infrastructure must change to accommodate patients.
Timely and convenient access to healthcare and prescription medications is a critical factor in improving quality of care and patient
outcomes. Our mission is to radically change healthcare with our portfolio of direct-to-patient telemedicine technology brands
that encompass on-demand medical treatment, online pharmacy and over-the-counter products. We want our brands to be top-of-mind for consumers
considering telehealth.
In
the United States, healthcare spending is currently $4.0 trillion and is expected to grow to $6.2 trillion by 2028, according to the
Centers for Medicare and Medicaid Services. Physician services and prescription medications account for approximately 30% of healthcare
spending, or over $1 trillion annually, and we believe that we have the infrastructure, medical expertise, and technical know-how to
shift a substantial portion of this market to an online, virtual format. Our telemedicine platforms are fast and convenient, and
we believe the adoption of our services has increased rapidly because of these features, including lower out-of-pocket costs for a
provider’s patients and the satisfaction of a simple healthcare process. We believe the opportunities are immense and that
we are well positioned to capitalize on these large scale economic shifts in healthcare.
We
believe that brand innovation, customer acquisition and service excellence form the heart of our business. As is exemplified with our
first brand, Shapiro MD, we have built a full line of proprietary OTC products for male and female hair loss, FDA approved OTC minoxidil,
an FDA-cleared medical device, and now a personalized telemedicine platform offering that gives consumers access to virtual medical
treatment from their providers and, when appropriate, a full line of oral and topical prescription medications for hair loss.
Our men’s brand, Rex MD, offers access to provider-based treatment through telehealth for men’s health conditions,
currently providing prescription medications and OTC products for chronic conditions such as sexual health and hair loss. Rex MD has
recently expanded its services to provide access to primary care and will soon offer treatments for additional chronic indications
present in men’s health. We have built a platform that allows us to efficiently aid the provision of telehealth and provide
wellness product lines wherever we determine there is a market need. Our platform is supported by a driven team of digital marketing
and branding experts, data analysts, designers, and engineers focused on building enduring brands.
Our
Brand Portfolio
We
have built a strategic portfolio of wholly-owned telemedicine platform brands that address large unmet needs in men’s health,
hair loss and dermatology. LifeMD is also preparing to offer administrative support to various professional entities that will
provide a direct concierge medicine offering to patients under the LifeMD brand. We continue to scale our offerings
in a calculated manner, ensuring that each brand or indication we launch will enhance current and future patients’ experiences
with our platform.
Our
process across each brand and condition that we treat is to guide the provider’s patient through an intake process
and product selection, after which a licensed U.S. physician within our contracted network conducts a virtual consultation and,
if appropriate, prescribes necessary prescription medications and/or recommends over-the-counter products. Prescription and over the
counter products are filled by pharmacy fulfillment partners and shipped directly to the patient. The number of patients and customers
we serve across the nation continues to increase at a robust pace, with more than 300,000 individuals having purchased our products and
services to date.
Hair
Loss: Shapiro MD
Launched
in 2017, Shapiro MD offers access to virtual medical treatment, prescription medications, patented over-the-counter products,
and an FDA approved medical device for male and female hair loss through our telemedicine platform. Shapiro MD has emerged as
a leading destination for hair loss treatment across the U.S. and has had more than 200,000 customers and patients since inception. In
Q1 2021, Shapiro MD greatly enhanced its offerings for female hair loss treatment with the addition of topical compounded
medications to its product portfolio.
On
February 21, 2020, ConsumersAdvocate.org ranked ShapiroMD as the third best hair loss treatment provider in the United States, ahead
of other household brands such as Bosley, Keeps and Rogaine.
Men’s
Health: Rex MD
Launched
in 2019, Rex MD is a men’s telehealth platform brand offering access to virtual medical treatment from licensed
providers for a variety of men’s health needs. After consultation with a physician, if appropriate, we dispense and ship prescription
medications and over-the-counter products directly to a provider’s patients. Since our initial launch in the erectile dysfunction
treatment market, we have expanded our offerings to cover categories such as sexual health and hair loss in the first quarter of 2021.
We intend to continue expanding our offerings to cover many other chronic indications present in the men’s health market. Our vision
for Rex MD is to become a leading telehealth destination for men.
Dermatology:
Nava MD
Launching
in the first quarter of 2021, Nava MD is a female-oriented tele-dermatology and skincare brand that will offer access to virtual
medical treatment from dermatologists and other providers, and, if appropriate, prescription oral and compounded topical medications
to treat many common dermatological conditions. In addition to the brand’s telemedicine platform offerings, Nava MD’s
proprietary products leverage intellectual property and proprietary formulations licensed from Restorsea, a leading medical
grade skincare technology platform.
Restorsea’s
clinically proven skincare technology platform is the result of more
than $50 million invested in R&D and intellectual property development and has received 35 patents along with broad industry and
academic acclaim, with its breakthrough clinical results having been published in the peer-reviewed Journal of Drugs in Dermatology and
Journal of Clinical and Aesthetic Dermatology. Nava MD will be one of the first direct-to-consumer product lines to offer this advanced
skincare technology. Nava MD will be positioned as an online skincare and telehealth platform brand that will offer access
to tele-dermatology services to a provider’s patients in 47 states.
Immune
Health: iNR Wellness MD
Launched
in 2018, iNR Wellness MD is a supplement for immune and digestive support. The iNR Wellness product line is a daily nutritional supplement
that contains yeast, oat, and mushroom beta glucans.
Majority
Owned Subsidiary: PDFSimpli
PDFSimpli
is an online software-as-a-service (SAAS) platform that allows users to create, edit, convert, sign and share PDF documents. PDFSimpli
was acquired through the purchase of 51% of the membership interests of LegalSimpli Software, LLC, a Puerto Rico limited liability company,
which operates a marketing-driven software solutions business. As of December 30, 2020, PDFSimpli was ranked in the top 4,339 websites
globally, in which it was also ranked in the top 1,200 for specific countries with more than 9.5 million registrants globally. Since
its launch, PDFSimpli has converted or edited over 9 terabytes of documents for customers from the legal, financial, real-estate and
academic sectors. PDFSimpli had over 62,600 active subscriptions as of December 30, 2020.
Customers
Our
customer base includes men and women seeking hair loss treatment and men’s health issues. In 2021, we expect to broaden this customer
base to also include skincare and dermatology products for men and women. LifeMD is also preparing to offer administrative support
to various professional entities that will provide a direct concierge medicine offering to patients under the LifeMD brand. No single
customer accounted for more than 10% of net sales for the years ended December 31, 2020 and 2019.
Corporate
Information
LifeMD,
Inc. was formed in the State of Delaware on June 21, 1994, under its prior name, Immudyne, Inc. The Company changed its name to Conversion
Labs, Inc. on June 15, 2018 and then subsequently, on February 18, 2021, it changed its name to LifeMD, Inc. Effective February 22, 2021,
the trading symbol for the Company’s common stock, par value $0.01 per share on The Nasdaq Stock Market LLC changed from “CVLB”
to “LFMD”.
On April 1, 2016, the original
operating agreement of Immudyne PR LLC (“Immudyne PR”), a joint venture to market the Company’s skincare products,
was amended and restated and the Company increased its ownership and voting interest in Immudyne PR to 78.2%. Concurrent with
the name change of the parent company to Conversion Labs, Inc., Immudyne PR was renamed to Conversion Labs PR LLC. On April 25, 2019,
the operating agreement of Conversion Labs PR was amended and restated in its entirety to increase the Company’s ownership and
voting interest in Conversion Labs PR to 100%. On February 22, 2021, concurrent with the name of the parent company to LifeMD, Inc.,
Conversion Labs PR LLC was renamed to LifeMD PR, LLC.
Offerings
Under This Prospectus
Under
this prospectus, we may offer shares of our common stock, preferred stock, various series of debt securities and/or warrants, either individually or in units, with a total value of up to $150,000,000, from time to time at prices
and on terms to be determined by market conditions at the time of the offering. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities.
The
prospectus supplement also may add, update or change information contained in this prospectus or in documents we have incorporated by
reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus
or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we offer securities through agents or underwriters,
we will include in the applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid
to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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RISK
FACTORS
Please
carefully consider the risk factors described in our periodic reports filed with the SEC, which are incorporated by reference in this
prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or
incorporate by reference in this prospectus or include in any applicable prospectus supplement. Additional risks and uncertainties not
presently known to us or that we deem currently immaterial may also impair our business operations or adversely affect our results of
operations or financial condition.
USE
OF PROCEEDS
We
cannot assure you that we will receive any proceeds in connection with securities that may be offered pursuant to this prospectus. Unless
otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities under this
prospectus for our operations and for other general corporate purposes, including, but not limited to, capital expenditures, general
working capital and possible future acquisitions. We have not determined the amounts we plan to spend on any of the areas listed above
or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds, if any, we
receive in connection with securities offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as
described above, we may initially invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them
to the reduction of short-term indebtedness.
PLAN
OF DISTRIBUTION
General
Plan of Distribution
We
may sell the securities from time to time pursuant to underwritten public offerings, “at the market” offerings, negotiated
transactions, block trades or a combination of these methods. We may sell the securities (1) to or through underwriters or dealers, (2)
through agents or (3) directly to one or more purchasers, or through a combination of such methods. We may distribute the securities
from time to time in one or more transactions at:
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a
fixed price or prices, which may be changed from time to time;
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market
prices prevailing at the time of sale;
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prices
related to the prevailing market prices; or
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negotiated
prices.
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We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale
of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
If
we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with
the underwriter at the time of sale, and we will provide the name of any underwriter in the prospectus supplement which the underwriter
will use to make re-sales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of the
securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions.
The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts,
concessions or commissions.
With
respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable prospectus supplement
information regarding any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities, and
any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating
in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and
commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and
commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities
under the Securities Act, or to contribute to payments they may be required to make in respect thereof.
If
so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit
offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery
on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities
sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions
with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed
delivery contracts will not be subject to any conditions except that:
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the
purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which that institution is subject; and
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if
the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased
such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility
in respect of the validity or performance of delayed delivery contracts.
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Shares
of our common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized for quotation and
trading on the Nasdaq Capital Market. The applicable prospectus supplement will contain information, where applicable, as to any other
listing, if any, on the Nasdaq Capital Market or any securities market or other securities exchange of the securities covered by the
prospectus supplement. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.
In
order to facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve
the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In
addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing the applicable security in
the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed
if the securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These
transactions may be discontinued at any time.
The
underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course of
their business.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock and certain provisions of our certificate of incorporation, as amended, and bylaws are summaries
and are qualified by reference to our certificate of incorporation, as amended, and our bylaws.
Our
authorized capital stock consists of 100,000,000 shares, all with a par value of $0.01 per share, 95,000,000 of which are designated
as common stock and 5,000,000 of which are designated as preferred stock.
As
of June 8, 2021, we had 324 holders of record of our common stock, which excludes stockholders whose shares were held in
nominee or street name by brokers. The actual number of common stockholders is greater than the number of record holders and includes
stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders
of record also does not include stockholders whose shares may be held in trust by other entities.
Common
Stock
The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences
that may be applicable to any outstanding preferred stock, the holders of common stock will be entitled to receive ratably such dividends,
if any, as may be declared from time to time by the board of directors out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, the holders of our common stock will be entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our common stock will
have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions applicable
to our common stock.
As
of June 3, 2021, we had 26,571,896 shares of our common stock outstanding.
Preferred
Stock
Pursuant
to the terms of our certificate of incorporation, our board of directors has the authority to issue preferred stock in one or more series
and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend
rights, conversion right, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class
or series, without further vote or action by the stockholders.
On
August 27, 2020, the board of directors established our Series B Preferred Stock that consists of 5,000 shares. The shares of Series
B Preferred Stock have a stated value of $1,000 per share and are convertible into Common Stock at the election of the holder of the
Series B Preferred Stock, at a price of $3.25 per share, subject to adjustment. Each holder of Series B Preferred Stock shall be entitled
to receive, with respect to each share of Series B Preferred Stock then outstanding and held by such holder, dividends at the rate of
thirteen percent (13%) per annum.
The
issuance of shares of preferred stock may decrease the amount of earnings and assets
available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of
the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition
proposal.
As
of June 3, 2021, there were 3,500 shares of preferred stock outstanding.
Stock
Options
As
of June 3, 2021, we had outstanding options to acquire 3,570,400 shares of our common stock, having a weighted-average
exercise price of $5.84 per share.
Warrants
As of June 3, 2021, we
had outstanding warrants to purchase an aggregate of 3,984,866 shares of our common stock, having a weighted-average exercise
price of $5.38 per share.
Anti-Takeover
Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
The
following is a summary of certain provisions of Delaware law, our Certificate of Incorporation and our bylaws. This summary does not
purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our Certificate of Incorporation
and bylaws.
Effect
of Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law.
In general, Section 203 prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested
stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder,
subject to certain exceptions.
Section
203 defines “business combination” to include the following:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any
sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder;
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subject
to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the
stock of any class or series of the corporation beneficially owned by the interested stockholder; or
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation.
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In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within
a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or
person affiliated with or controlling or controlled by any of these entities or persons.
Our
Charter Documents. Our charter documents include provisions that may have the effect of discouraging, delaying or preventing
a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might
result in the payment of a premium over the market price for the shares held by our stockholders. Certain of these provisions are summarized
in the following paragraphs.
Effects
of authorized but unissued common stock. One of the effects of the existence of authorized but unissued common stock may be
to enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary
obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued
by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly
the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group,
by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
Cumulative
Voting. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors, which would allow
holders of less than a majority of the stock to elect some directors.
Special
Meeting of Stockholders and Stockholder Action by Written Consent. A special meeting of stockholders may only be called by our
president, chief executive officer, chairman of the board of directors, board of directors or such officers or other persons as our board
may designate at any time and for any purpose or purposes as shall be stated in the notice of the meeting. A special meeting of stockholders
may also be called by the chairman of the board of directors upon written notice of demand by the president of the Company or the holder(s)
of at least 25% of the outstanding voting shares of the Company.
Indemnification
of Officers and Directors. The Company shall indemnify its officers and directors under the circumstances and to the full extent
permitted by law. A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL for unlawful payment of dividends or improper redemption of stock, or (iv) for any transaction
from which the director derived an improper personal benefit. If the DGCL is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of the Company, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by the DGCL, as amended. Any repeal or modification of this
paragraph by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or modification.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601.
Stock
Market Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “LFMD.”
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material
terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any future debt securities we may offer pursuant to this prospectus, we will describe the particular terms of any debt securities
that we may offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of
any debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms
set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control.
We
may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We
will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the senior
indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee
to be named in the subordinated indenture. We use the term “indentures” to refer to either the senior indenture or the subordinated
indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture.
We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated
indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject
to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities.
General
Each
indenture will provide that debt securities may be issued from time to time in one or more series and may be denominated and payable
in foreign currencies or units based on or relating to foreign currencies. Neither indenture will limit the amount of debt securities
that may be issued thereunder, and each indenture will provide that the specific terms of any series of debt securities shall be set
forth in, or determined pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such series.
We
will describe in each prospectus supplement the following terms relating to a series of debt securities:
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title or designation;
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the
aggregate principal amount and any limit on the amount that may be issued;
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the
currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency or
units in which principal or interest or both will or may be payable;
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whether
we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will be;
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the
maturity date and the date or dates on which principal will be payable;
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the
interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue,
the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the
terms of the subordination of any series of subordinated debt;
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the
place or places where payments will be payable;
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the
date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional
redemption provisions;
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the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities;
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whether
the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves
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whether
we will be restricted from incurring any additional indebtedness;
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a
discussion on any material or special U.S. federal income tax considerations applicable to a series of debt securities;
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the
denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple
thereof; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of
acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax
considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Information
Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes
to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture,
the debenture trustee under such indenture must use the same degree of care as a prudent person would exercise or use in the conduct
of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given
it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the
costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which
we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of
the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We
will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular
series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities
which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to
us, and the holder of the security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.
Subordination
of Subordinated Debt Securities
Our
obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment
to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the
amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants to our stockholders to purchase shares of our common stock, preferred stock and/or debt securities. We may offer warrants
separately or together with one or more additional warrants, debt securities, common stock, or preferred stock, or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of warrants will be issued
under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will
act solely as our agent in connection with the certificates relating to the warrants and will not assume any obligation or relationship
of agency or trust for or with any holders of warrants or beneficial owners of warrants. The following description sets
forth certain general terms and provisions of the warrants to which any prospectus supplement may relate. The particular terms
of the warrant to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the
warrants so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the
warrant, warrant agreement or warrant certificates described in a prospectus supplement differ from any of the terms described below,
then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable
warrant agreement and warrant certificate for additional information before you decide whether to purchase any of our warrants.
We
will provide in a prospectus supplement the following terms of the warrants being issued:
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specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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the
designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if
applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise
of the warrants;
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if
applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise,
and a description of that series of our preferred stock;
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if
applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a description
of that series of debt securities;
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the
date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously
exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these
forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security
included in that unit;
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any
applicable material U.S. federal income tax consequences;
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the
identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars
or other agents;
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the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if
applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be separately
transferable;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information
with respect to book-entry procedures, if any;
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the
anti-dilution provisions of the warrants, if any;
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any
redemption or call provisions;
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whether
the warrants may be sold separately or with other securities as parts of units; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Each warrant will entitle the holder to purchase for cash the principal
amount of shares of common stock or other securities at the exercise price provided in the applicable prospectus supplement. Warrants
may be exercised at any time up to the close of business on the expiration date provided in the applicable prospectus supplement.
Holders
may exercise warrants as described in the applicable prospectus supplement. Upon receipt of payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock or other securities, as applicable, purchasable upon
exercise of the warrants. If less than all of the warrants issued in any offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such
methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Warrant
Agent
The
warrant agent for any warrants we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information that we include in any applicable prospectus supplements summarizes the
material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms
described below.
We
will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series
of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of
the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus
supplements related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses
and the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We
may issue units consisting of common stock, preferred stock, one or more debt securities or warrants for the purchase of common stock,
preferred stock and/or debt securities in one or more series, in any combination. Each unit will be issued so that the holder of the
unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder
of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including:
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designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately;
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any
provisions of the governing unit agreement that differ from those described below; and
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description
of Capital Stock,” “Description of Debt Securities,” and “Description of Warrants” will apply to
each unit, as applicable, and to any common stock, debt security, or warrant included in each unit, as applicable.
Unit
Agent
The
name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No
expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon
the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common
Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
LEGAL
MATTERS
Dorsey & Whitney LLP, will pass upon the validity of the issuance of the securities to be offered by this prospectus.
EXPERTS
Friedman
LLP, an independent registered public accounting firm, has audited our consolidated balance sheets as of December 31, 2020, and the related
consolidated statements of operations, stockholders’ deficit, and cash flows for the fiscal years ended December 31, 2020, which
report is incorporated by reference in this prospectus. We have incorporated by reference our financial statements in this prospectus
and in this registration statement in reliance on the report of Friedman LLP given on their authority as experts in accounting and auditing.
BF
Borgers CPA PC, an independent registered public accounting firm, has audited our consolidated balance sheets as of December 31, 2019,
and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the fiscal years ended December
31, 2019, which report is incorporated by reference in this prospectus. We have incorporated by reference our financial statements in
this prospectus and in this registration statement in reliance on the report of BF Borgers CPA PC given on their authority as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information that is included in the registration statement of which this prospectus
forms a part and its exhibits. Since this prospectus may not contain all of the information that you may find important, we urge you
to review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration
statement of which this prospectus forms a part, please read the exhibit for a more complete understanding of the document or matter
involved. Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract,
agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act and, in accordance with these requirements, we file annual,
quarterly and current reports, proxy statements, information statements, and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at www.sec.gov. In addition, we provide free access to these materials
through our website, www.lifemd.com, as soon as reasonably practicable after they are filed with or furnished to the SEC.
INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus
omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement
and any prospectus supplement filed hereafter, including the exhibits, for further information about us and the securities we may offer
pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated
by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference.
The documents we are incorporating by reference are:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 30, 2021;
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our
definitive proxy statement filed with the SEC on May 12, 2021;
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our
Current Reports on Form 8-K filed on January 11, 2021, January 14, 2021 (two filings), January 26, 2021, January 28, 2021,
February 4, 2021, February 10, 2021, February 12, 2021, February 22, 2021, February 26, 2021, April 6, 2021, April 15, 2021,
April 16, 2021, May 19, 2021, June 1, 2021 and June 3, 2021; and
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the
description of the Company’s Common Stock contained in the Company’ Registration Statement on Form 8-A (File No. 001-39785)
filed on December 9, 2020, including any amendment or report filed for the purpose of updating such description.
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In
addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any document or portion of
any document that is deemed furnished and not filed.
Pursuant
to Rule 412 under the Securities Act, any statement contained in the documents incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified, superseded or replaced for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated
by reference in this Registration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded
or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Upon
written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to each person,
including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference into this prospectus (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into
that filing), but not delivered with this prospectus:
LifeMD,
Inc.
800
Third Avenue, Suite 2800
New
York, NY 10022
(855)
743-6478
The
information in this prospectus is not complete and may be changed. We may not sell or accept an offer to buy the securities under this
prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where such offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED JUNE 8, 2021
PROSPECTUS
$60,000,000
COMMON
STOCK
LifeMD, Inc. has entered into
an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and
Cantor Fitzgerald & Co. (“Cantor”, and collectively the “Agents”) relating to the sale of our common
stock offered by this prospectus. In accordance with the terms of the Sales Agreement, under this prospectus we may offer and sell, from
time to time, shares of common stock having an aggregate offering price of up to $60 million, through or to the Agents, acting
as agent or principal. Sales of common stock, if any, under this prospectus will be made by any method permitted that is deemed an “at
the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the “Securities Act.”
The Agents are not required to sell any specific amount but will act as our sales agents using commercially reasonable efforts
consistent with each of their normal trading and sales practices, on mutually agreed terms between the Agents and us. There is
no arrangement for funds to be received in any escrow, trust or similar arrangement.
The compensation to the Agents
for the sales of common stock sold under the Sales Agreement will be 3.0% of the gross proceeds received from the sales. The net
proceeds, if any, that we receive from the sales of common stock will depend on the number of shares actually sold and the offering price
for such shares. See “Plan of Distribution” beginning on page 12 for additional information regarding the compensation to
be paid to the Agents. In connection with the sale of the common stock on our behalf, the Agents will be deemed to be underwriters
within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts.
Our common stock is listed on
the Nasdaq Capital Market under the symbol “LFMD.” On June 8, 2021, the last reported sale price of our common stock
on the Nasdaq Capital Market was $15.85 per share.
Investing
in our Common Stock involves significant risks. You should carefully consider the risk factors beginning on page 5 of this
prospectus and beginning on page 12 of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30,
2021, before purchasing any of the common stock offered by this prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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B.
Riley Securities
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Cantor
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The
date of this prospectus is , 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
You
should carefully read this entire prospectus and the accompanying base prospectus, including the information included and referred
to under “Risk Factors” below, the information incorporated by reference in this prospectus and in the accompanying base
prospectus, and the financial statements and the other information incorporated by reference in the accompanying base prospectus,
before making an investment decision.
This
prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or SEC, using
a “shelf” registration process. Under the shelf registration statement, we may offer any combination of the securities described
in our base prospectus included in the shelf registration statement in one or more offerings, up to a total aggregate offering price
of $150,000,000. Under this prospectus, we may offer shares of our common stock having an aggregate offering price of up to $60,000,000
from time to time at prices and on terms to be determined by market conditions at the time of offering.
Before
buying any of the common stock that we are offering, we urge you to carefully read this prospectus, together with the information incorporated
by reference as described under the heading “Incorporation of Certain Information by Reference” in this prospectus and the
information in any free writing prospectus that we may authorize for use in connection with this offering. These documents contain important
information that you should consider when making your investment decision.
This
prospectus describes the specific terms of the common stock we are offering and also adds to and updates information contained in the
documents incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this
prospectus, on the one hand, and the information contained in any document incorporated by reference into this prospectus that was filed
with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement
in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated
by reference into this prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.
You
should rely only on the information contained in, or incorporated by reference into this prospectus and in any free writing prospectus
that we may authorize for use in connection with this offering. We have not, and neither Agent has, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on
it. We are not, neither Agent is, making an offer to sell or soliciting an offer to buy our common stock in any jurisdiction
in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so
or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus,
the documents incorporated by reference into this prospectus, and in any free writing prospectus that we may authorize for use in connection
with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations
and prospects may have changed since those dates. You should read this prospectus, the documents incorporated by reference into this
prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before
making an investment decision. You should also read and consider the information in the documents to which we have referred you in the
sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.”
Unless
the context otherwise requires, “LifeMD,” “the Company,” “we,” “us,” “our”
and similar terms refer to LifeMD, Inc.
Trademarks,
service marks or trade names of any other companies appearing in this prospectus are the property of their respective owners. Use or
display by us of trademarks, service marks or trade names owned by others is not intended to and does not imply a relationship between
us, and/or endorsement or sponsorship by, the owners of the trademarks, service marks or trade names.
SUMMARY
The
following summary highlights information contained elsewhere in this prospectus or incorporated by reference herein and does not contain
all the information that may be important to purchasers of our securities. You should carefully read this prospectus, all documents incorporated
by reference, any related free writing prospectus and the additional information described under the caption “Where You
Can Find More Information,” beginning on page 13 before buying any of the securities being offered.
Business
Overview and Strategy
LifeMD
is a direct-to-patient telehealth technology company that provides a smarter, cost-effective and convenient way for a provider’s
patients to access healthcare. We believe the traditional model of visiting a doctor’s office, receiving a physical prescription,
visiting a local pharmacy, and returning to see a doctor for follow up care or prescription refills is inefficient, costly to patients,
and discourages many patients from seeking much needed medical care. The U.S. healthcare system is undergoing a paradigm shift, thanks
to new technologies and the emergence of direct-to-patient healthcare. Direct-to-patient telemedicine technology companies, like
our company, connect consumers to licensed healthcare professionals for care across numerous indications, including concierge care, men’s
sexual health and dermatology, among others.
Our telemedicine
platform helps patients access their licensed providers for diagnoses, virtual care, and prescription medications, often delivered
on a recurring basis. In addition to our telemedicine technology offerings, we sell nutritional supplements and other over-the-counter
products. Many of our products are available on a subscription or membership basis, where a patient can subscribe to receive regular
shipments of prescribed medications or products. This creates convenience and often discounted pricing opportunities for patients and
recurring revenue streams for us. Our customer acquisition strategy combines strategic brand-building media placements and direct
response advertising methods across highly scalable marketing channels (i.e., national TV, streaming TV, streaming audio, podcast, print,
magazines, online search, social media, and digital).
Since inception,
we have helped more than 300,000 customers and patients, providing them greater access to high-quality, convenient, and affordable care
in all 50 states. Our telemedicine technology revenue increased 208% in 2020 vs. the prior year. Total revenue from recurring
subscriptions is approximately 70%. In addition to our telehealth technology business, we own 85.6% of PDFSimpli, a rapidly
growing SaaS platform for converting, signing, editing and sharing PDF documents. This business has also seen 165% year over year growth,
with recurring revenue of 100%.
Many people can relate
to the hassle and inconvenience of seeking medical care. We believe that telemedicine platforms like ours will fundamentally shift how
a provider’s patients access healthcare in the U.S., by necessity and by preference. With the average wait time to see a
physician in the U.S. now at greater than 29 days, according to a 2018 Merritt Hawkins Survey, and the U.S. projected to have a significant
shortfall of licensed physicians by 2030, we believe the U.S. healthcare infrastructure must change to accommodate patients. Timely and
convenient access to healthcare and prescription medications is a critical factor in improving quality of care and patient outcomes.
Our mission is to radically change healthcare with our portfolio of direct-to-patient telemedicine technology brands that encompass
on-demand medical treatment, online pharmacy and over-the-counter products. We want our brands to be top-of-mind for consumers considering
telehealth.
In the United States,
healthcare spending is currently $4.0 trillion and is expected to grow to $6.2 trillion by 2028, according to the Centers for Medicare
and Medicaid Services. Physician services and prescription medications account for approximately 30% of healthcare spending, or over
$1 trillion annually, and we believe that we have the infrastructure, medical expertise, and technical know-how to shift a substantial
portion of this market to an online, virtual format. Our telemedicine platforms are fast and convenient, and we believe the adoption
of our services has increased rapidly because of these features, including lower out-of-pocket costs for a provider’s patients
and the satisfaction of a simple healthcare process. We believe the opportunities are immense and that we are well positioned to capitalize
on these large scale economic shifts in healthcare.
We
believe that brand innovation, customer acquisition and service excellence form the heart of our business. As is exemplified with our
first brand, Shapiro MD, we have built a full line of proprietary OTC products for male and female hair loss, FDA approved OTC minoxidil,
an FDA-cleared medical device, and now a personalized telemedicine platform offering that gives consumers access to virtual medical
treatment from their providers and, when appropriate, a full line of oral and topical prescription medications for hair loss.
Our men’s brand, Rex MD, offers access to provider-based treatment through telehealth for men’s health conditions,
currently providing prescription medications and OTC products for chronic conditions such as sexual health and hair loss. Rex MD has
recently expanded its services to provide access to primary care and will soon offer treatments for additional chronic indications
present in men’s health. We have built a platform that allows us to efficiently aid the provision of telehealth and provide
wellness product lines wherever we determine there is a market need. Our platform is supported by a driven team of digital marketing
and branding experts, data analysts, designers, and engineers focused on building enduring brands.
Our Brand Portfolio
We have built a strategic
portfolio of wholly-owned telemedicine platform brands that address large unmet needs in men’s health, hair loss and dermatology.
LifeMD is also preparing to offer administrative support to various professional entities that will provide a direct
concierge medicine offering to patients under the LifeMD brand. We continue to scale our offerings in a calculated
manner, ensuring that each brand or indication we launch will enhance current and future patients’ experiences with our platform.
Our process across
each brand and condition that we treat is to guide the provider’s patient through an intake process and product selection,
after which a licensed U.S. physician within our contracted network conducts a virtual consultation and, if appropriate, prescribes
necessary prescription medications and/or recommends over-the-counter products. Prescription and over the counter products are filled
by pharmacy fulfillment partners and shipped directly to the patient. The number of patients and customers we serve across the nation
continues to increase at a robust pace, with more than 300,000 individuals having purchased our products and services to date.
Hair
Loss: Shapiro MD
Launched in 2017,
Shapiro MD offers access to virtual medical treatment, prescription medications, patented over-the-counter products, and
an FDA approved medical device for male and female hair loss through our telemedicine platform. Shapiro MD has emerged as a leading
destination for hair loss treatment across the U.S. and has had more than 200,000 customers and patients since inception. In Q1 2021,
Shapiro MD greatly enhanced its offerings for female hair loss treatment with the addition of topical compounded medications
to its product portfolio.
On
February 21, 2020, ConsumersAdvocate.org ranked ShapiroMD as the third best hair loss treatment provider in the United States, ahead
of other household brands such as Bosley, Keeps and Rogaine.
Men’s
Health: Rex MD
Launched in 2019,
Rex MD is a men’s telehealth platform brand offering access to virtual medical treatment from licensed providers
for a variety of men’s health needs. After consultation with a physician, if appropriate, we dispense and ship prescription medications
and over-the-counter products directly to a provider’s patients. Since our initial launch in the erectile dysfunction treatment
market, we have expanded our offerings to cover categories such as sexual health and hair loss in the first quarter of 2021. We intend
to continue expanding our offerings to cover many other chronic indications present in the men’s health market. Our vision for
Rex MD is to become a leading telehealth destination for men.
Dermatology:
Nava MD
Launching
in the first quarter of 2021, Nava MD is a female-oriented tele-dermatology and skincare brand that will offer access to virtual
medical treatment from dermatologists and other providers, and, if appropriate, prescription oral and compounded topical medications
to treat many common dermatological conditions. In addition to the brand’s telemedicine platform offerings, Nava MD’s
proprietary products leverage intellectual property and proprietary formulations licensed from Restorsea, a leading medical
grade skincare technology platform.
Restorsea’s
clinically proven skincare technology platform is the result of more
than $50 million invested in R&D and intellectual property development and has received 35 patents along with broad industry and
academic acclaim, with its breakthrough clinical results having been published in the peer-reviewed Journal of Drugs in Dermatology and
Journal of Clinical and Aesthetic Dermatology. Nava MD will be one of the first direct-to-consumer product lines to offer this advanced
skincare technology. Nava MD will be positioned as an online skincare and telehealth platform brand that will offer access
to tele-dermatology services to a provider’s patients in 47 states.
Immune
Health: iNR Wellness MD
Launched
in 2018, iNR Wellness MD is a supplement for immune and digestive support. The iNR Wellness product line is a daily nutritional supplement
that contains yeast, oat, and mushroom beta glucans.
Majority
Owned Subsidiary: PDFSimpli
PDFSimpli
is an online software-as-a-service (SAAS) platform that allows users to create, edit, convert, sign and share PDF documents. PDFSimpli
was acquired through the purchase of 51% of the membership interests of LegalSimpli Software, LLC, a Puerto Rico limited liability company,
which operates a marketing-driven software solutions business. As of December 30, 2020, PDFSimpli was ranked in the top 4,339 websites
globally, in which it was also ranked in the top 1,200 for specific countries with more than 9.5 million registrants globally. Since
its launch, PDFSimpli has converted or edited over 9 terabytes of documents for customers from the legal, financial, real-estate and
academic sectors. PDFSimpli had over 62,600 active subscriptions as of December 30, 2020.
Customers
Our
customer base includes men and women seeking hair loss treatment and men’s health issues. In 2021, we expect to broaden this customer
base to also include skincare and dermatology products for men and women. LifeMD is also preparing to offer administrative support
to various professional entities that will provide a direct concierge medicine offering to patients under the LifeMD brand. No single
customer accounted for more than 10% of net sales for the years ended December 31, 2020 and 2019.
Corporate
Information
LifeMD, Inc. was formed in
the State of Delaware on May 24, 1994, under its prior name, Immudyne, Inc. The Company changed its name to Conversion Labs, Inc. on
June 22, 2018 and then subsequently, on February 22, 2021, it changed its name to LifeMD, Inc. Effective February 22, 2021, the trading
symbol for the Company’s common stock, par value $0.01 per share on The Nasdaq Stock Market LLC changed from “CVLB”
to “LFMD”.
On April 1, 2016, the original
operating agreement of Immudyne PR LLC (“Immudyne PR”), a joint venture to market the Company’s skincare products,
was amended and restated and the Company increased its ownership and voting interest in Immudyne PR to 78.2%. Concurrent with the
name change of the parent company to Conversion Labs, Inc., Immudyne PR was renamed to Conversion Labs PR LLC. On April 25, 2019, the
operating agreement of Conversion Labs PR was amended and restated in its entirety to increase the Company’s ownership and voting
interest in Conversion Labs PR to 100%. On February 22, 2021, concurrent with the name of the parent company to LifeMD, Inc., Conversion
Labs PR LLC was renamed to LifeMD PR, LLC.
The
Offering
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Common
stock offered by us
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Shares
of our common stock having an aggregate offering price of up to $60,000,000.
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Common stock to be outstanding after this offering:
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Assuming a sales price of $13.59 per share (the last
reported sales price of our common stock on June 3, 2021), we will have 30,986,907 shares of common stock outstanding after the completion
of this offering. The actual number of shares outstanding issued and outstanding will vary depending on the price at which shares
of our common stock are sold in the offering.
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Manner
of offering
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“At the market” offering that may be made from
time to time through or to, B. Riley and Cantor, as sales agent or principal. See “Plan of Distribution” on page
12.
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Use
of proceeds
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We
intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes, which may include
research and development expenses and capital expenditures. See “Use of Proceeds” on page 7.
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Risk
factors
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Investing
in our common stock involves a high degree of risk. See “Risk Factors” and the other information included in this prospectus
and incorporated by reference herein for a discussion of factors you should carefully consider before deciding to invest in our common
stock.
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Nasdaq
Capital Market Listing
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Our
common stock is listed on the Nasdaq Capital Market under the symbol “LFMD.”
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RISK
FACTORS
An
investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should
carefully consider the specific risks discussed in the sections entitled “Risk Factors” contained in our most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as filed with the SEC, which are incorporated in this prospectus by reference in
their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any free
writing prospectus that we may authorize for use in connection with this offering. These risks and uncertainties are not the only risks
and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may
also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties
actually occur, our business, financial condition, results of operations and cash flow could be materially and adversely affected. In
that case, the market value and/or trading price, as applicable, of our securities could decline, and you might lose all or part of your
investment.
Additional
Risks Related to This Offering
Management
will have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively.
Because
we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have
broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated
at the time of the offering. Our management may use the net proceeds for corporate purposes that may not improve our financial condition
or market value.
You
may experience immediate and substantial dilution.
The offering prices
per share in this offering may exceed the net tangible book value per share of our common stock prior to this offering. Assuming that
an aggregate of 4,415,011 shares of our common stock are sold at a price of $13.59 per share pursuant to this prospectus,
which was the last reported sale price of our common stock on the Nasdaq Capital Market on June 3, 2021, you would experience
immediate dilution of $11.60 per share, representing the difference between our as adjusted net tangible book value per share
as of March 31, 2021 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock
options and warrants may result in further dilution of your investment. See the section titled “Dilution” below for a more
detailed illustration of the dilution you would incur if you participate in this offering. Because the sales of the shares of common
stock offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will
vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing shareholders, will experience
significant dilution if we sell shares at prices significantly below the price at which they invested.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock at prices that may not be the same as the price per share paid by any investor in this offering.
We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investor
in this offering, and investors purchasing shares or other securities in the future could have rights superior to you. The price per
share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid by any investor in this offering.
We
do not intend to pay dividends in the foreseeable future.
We
have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future.
Our common stock may become
the target of a “short squeeze.”
In 2021, the securities
of several companies have increasingly experienced significant and extreme volatility in stock price due to short sellers of common stock
and buy-and-hold decisions of longer investors, resulting in what is sometimes described as a “short squeeze.” Short squeezes
have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at
a significantly inflated rate that is disconnected from the underlying value of the company. Sharp rises in a company’s stock price
may force traders in a short position to buy the shares to avoid even greater losses. Many investors who have purchased shares in those
companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined
steadily as interest in those shares have abated. We may be a target of a short squeeze, and investors may lose a significant portion
or all of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, the documents that we incorporate by reference and any free writing prospectuses that we may authorize for use in connection
with this offering contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking
statements can generally be identified as such because the context of the statement will include words such as “may,” “will,”
“intend,” “plan,” “believe,” “anticipate,” “expect,” “estimate,”
“predict,” “potential,” “continue,” “likely,” or “opportunity,” the negative
of these words or words of similar import. Similarly, statements that describe our future plans, strategies, intentions, expectations,
objectives, goals or prospects are also forward-looking statements. Discussions containing these forward-looking statements may be found,
among other places, in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” sections incorporated by reference from our most recent Annual Report on Form 10-K and our Quarterly Reports on
Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any amendments thereto
reflected in subsequent filings with the SEC.
These
forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our
business, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the
forward-looking statements. The risks and uncertainties include, among others, those noted in “Risk Factors” above and in
any applicable prospectus supplement or free writing prospectus, and those included in the documents that we incorporate by reference
herein and therein.
New
risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could
have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:
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in the market acceptance of our products;
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increased
levels of competition;
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changes
in political, economic or regulatory conditions generally and in the markets in which we
operate;
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our
relationships with our key customers;
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our
ability to retain and attract senior management and other key employees;
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our
ability to quickly and effectively respond to new technological developments;
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our
ability to protect our trade secrets or other proprietary rights, operate without infringing
upon the proprietary rights of others and prevent others from infringing on our proprietary
rights;
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our
ability to successfully commercialize our products on a large enough scale to generate profitable operations;
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business
interruptions resulting from geo-political actions, including war, and terrorism or disease
outbreaks (such as the recent outbreak of COVID-19, or the novel coronavirus);
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our
ability to continue as a going concern;
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our
need to raise additional funds in the future;
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our
ability to successfully implement our business plan;
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being
able to scale our telehealth platform built to improve the experience and medical care provided
to patients across the country;
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intellectual
property claims brought by third parties; and
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the
impact of any industry regulation.
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In
addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not
use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated
by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial
condition. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events
or circumstances that arise after the filing of this prospectus or any applicable prospectus supplement or free writing prospectus, or
documents incorporated by reference herein and therein, that include forward-looking statements.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate sales proceeds of up to $60,000,000 from time to time. Because there is
no minimum offering amount required pursuant to the Sales Agreement, the actual total proceeds to us, if any, are not determinable at
this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. We cannot assure
you that we will sell any shares under or fully utilize the Sales Agreement as a source of financing.
We
currently intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, including
for sales and marketing initiatives, brand expansions/ new launches and general administrative expenses, working capital and capital
expenditures. Pending our use of the net proceeds from this offering, we plan to hold the net proceeds in cash.
DILUTION
If you invest in
this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share and
the as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible book value per share
by dividing the net tangible book value, which is total tangible assets less total liabilities, by the number of outstanding shares of
our common stock. Dilution represents the difference between the price per share paid by purchasers of shares in this offering and the
as adjusted net tangible book value per share of our common stock immediately after giving effect to this offering. Our net tangible
book value as of March 31, 2021 was approximately $2.0 million, or $0.08 per share.
After giving effect
to the sale of our common stock during the term of the Sales Agreement in the aggregate amount of $60.0 million at an assumed offering
price of $13.59 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on June 3,
2021, and after deducting commissions and estimated aggregate offering expenses payable by us, our net tangible book value as of
March 31, 2021 would have been $60.13 million, or $1.99 per share of common stock. This represents an immediate
increase in the net tangible book value of $1.91 per share to our existing stockholders and an immediate dilution in net tangible
book value of $11.60 per share to new investors. The following table illustrates this per share dilution:
|
Assumed public offering price per share
|
|
|
|
|
|
$
|
13.59
|
|
|
Net
tangible book value per share as of March 31, 2021
|
|
$
|
0.08
|
|
|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
1.91
|
|
|
|
|
|
|
As adjusted net tangible book value per share as of
March 31, 2021, after giving effect to this offering
|
|
|
|
|
|
$
|
1.99
|
|
|
Dilution per share to new investors purchasing shares in this offering
|
|
|
|
|
|
$
|
11.60
|
|
The table above assumes
for illustrative purposes that an aggregate of 4,415,011 shares of our common stock are sold during the term of the Sales Agreement
with the Agents at a price of $13.59 per share, the last reported sale price of our common stock on the Nasdaq Capital
Market on June 3, 2021, for aggregate gross proceeds of $60.0 million. The
shares subject to the Sales Agreement are being sold from time to time at various prices. An increase of $1.00 per share in the
price at which the shares are sold from the assumed offering price per share shown in the table above, to $14.59 per share, assuming
all of our common stock in the aggregate amount of $60.0 million during the remaining term of the Sales Agreement is sold at that price,
would not increase our adjusted net tangible book value per share after the offering; however it would increase the dilution
in net tangible book value per share to new investors in this offering to $12.58 per share, after deducting commissions and estimated
aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed
offering price per share shown in the table above, to per share, assuming all of our common stock in the aggregate amount of $60.0 million
during the term of the Sales Agreement is sold at that price, would not decrease our adjusted net tangible book value per share
after the offering; however, it would decrease the dilution in net tangible book value per share to new investors in this offering
to $10.62 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is
supplied for illustrative purposes only.
The above discussion
and table are based on 25,781,974 shares of our common stock issued and outstanding as of March 31, 2021, and exclude
the following, all as of March 31, 2021:
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|
●
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4,395,000
shares of common stock issuable upon the exercise of outstanding stock
options with a weighted-average exercise price of $5.02 per share; and
|
|
|
●
|
3,550,471
shares of common stock
issuable upon vesting of outstanding warrants with a weighted-average exercise price of $4.56
per share; and
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|
|
|
|
|
|
●
|
1,076,923
shares reserved for future issuance upon conversion of Series B Convertible Preferred Stock;
and
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|
|
|
|
|
|
●
|
47,500
shares of outstanding and exercisable Restricted Stock Units with a weighted-average exercise
price of $14.34 per share; and
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|
|
●
|
up
to an aggregate of 46,000 shares of common stock reserved for future issuance under
our 2020 Stock Incentive Plan.
|
To
the extent that options or warrants outstanding as of March 31, 2021 have been or are exercised, or other shares are issued,
investors purchasing shares in this offering could experience further dilution. In addition, we may choose to raise additional capital
due to market conditions or strategic considerations, including for potential acquisition or in-licensing opportunities, even if we believe
we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale
of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock and certain provisions of our certificate of incorporation, as amended, and bylaws are summaries
and are qualified by reference to our certificate of incorporation, as amended, and our bylaws.
Our
authorized capital stock consists of 100,000,000 shares, all with a par value of $0.01 per share, 95,000,000 of which are designated
as common stock and 5,000,000 of which are designated as preferred stock.
As
of June 8, 2021, we had 324 holders of record of our common stock, which excludes stockholders whose shares were held
in nominee or street name by brokers. The actual number of common stockholders is greater than the number of record holders and
includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number
of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Common
Stock
The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences
that may be applicable to any outstanding preferred stock, the holders of common stock will be entitled to receive ratably such dividends,
if any, as may be declared from time to time by the board of directors out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, the holders of our common stock will be entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our common stock will
have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions applicable
to our common stock.
As
of June 3, 2021, we had 26,571,896 shares of our common stock outstanding.
Preferred
Stock
Pursuant
to the terms of our certificate of incorporation, our board of directors has the authority to issue preferred stock in one or more series
and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend
rights, conversion right, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class
or series, without further vote or action by the stockholders.
On
August 27, 2020, the board of directors established our Series B Preferred Stock that consists of 5,000 shares. The shares of Series
B Preferred Stock have a stated value of $1,000 per share and are convertible into Common Stock at the election of the holder of the
Series B Preferred Stock, at a price of $3.25 per share, subject to adjustment. Each holder of Series B Preferred Stock shall be entitled
to receive, with respect to each share of Series B Preferred Stock then outstanding and held by such holder, dividends at the rate of
thirteen percent (13%) per annum.
The
issuance of shares of preferred stock may decrease the amount of earnings and assets
available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of
the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition
proposal.
As
of June 3, 2021, there were 3,500 shares of preferred stock outstanding.
Stock
Options
As
of June 3, 2021, we had outstanding options to acquire 3,570,400 shares of our common stock, having a weighted-average
exercise price of $5.84 per share.
Warrants
As
of June 3, 2021, we had outstanding warrants to purchase an aggregate of 3,984,866 shares of our common stock, having a
weighted-average exercise price of $5.38 per share.
Anti-Takeover
Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
The
following is a summary of certain provisions of Delaware law, our Certificate of Incorporation and our bylaws. This summary does not
purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our Certificate of Incorporation
and bylaws.
Effect
of Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law.
In general, Section 203 prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested
stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder,
subject to certain exceptions.
Section
203 defines “business combination” to include the following:
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●
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any
merger or consolidation involving the corporation and the interested stockholder;
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●
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any
sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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●
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subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder;
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|
|
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●
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subject
to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the
stock of any class or series of the corporation beneficially owned by the interested stockholder; or
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|
|
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●
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation.
|
In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within
a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or
person affiliated with or controlling or controlled by any of these entities or persons.
Our
Charter Documents. Our charter documents include provisions that may have the effect of discouraging, delaying or preventing
a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might
result in the payment of a premium over the market price for the shares held by our stockholders. Certain of these provisions are summarized
in the following paragraphs.
Effects
of authorized but unissued common stock. One of the effects of the existence of authorized but unissued common stock may be
to enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary
obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued
by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly
the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group,
by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
Cumulative
Voting. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors, which would allow
holders of less than a majority of the stock to elect some directors.
Special
Meeting of Stockholders and Stockholder Action by Written Consent. A special meeting of stockholders may only be called by our
president, chief executive officer, chairman of the board of directors, board of directors or such officers or other persons as our board
may designate at any time and for any purpose or purposes as shall be stated in the notice of the meeting. A special meeting of stockholders
may also be called by the Chairman of the Board of Directors upon written notice of demand by the President of the Corporation or the
holder(s) of at least 25% of the outstanding voting shares of the Corporation.
Indemnification
of Officers and Directors. The Company shall indemnify its officers and directors under the circumstances and to the full extent
permitted by law. A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL for unlawful payment of dividends or improper redemption of stock, or (iv) for any transaction
from which the director derived an improper personal benefit. If the DGCL is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of the Company, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by the DGCL, as amended. Any repeal or modification of this
paragraph by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or modification.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601.
Stock
Market Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “LFMD.”
PLAN
OF DISTRIBUTION
We have entered into
the Sales Agreement with B. Riley and Cantor relating to the offer and sale of shares of our common stock offered by this prospectus
through or to the Agents as our agent or principal. In accordance with the terms of the Sales Agreement, under this prospectus
we may offer and sell our common stock having an aggregate offering price of up to $60,000,000. Sales of our common stock, if any, under
this prospectus and the accompanying prospectus may be made by any method that is deemed an “at the market offering” as defined
in Rule 415 under the Securities Act.
Each time we wish
to issue and sell common stock under the Sales Agreement, we will notify an Agent of the number of shares to be issued, the dates
on which such sales are anticipated to be made and any minimum price below which sales may not be made. Once we have so instructed such
Agent, unless such Agent declines to accept the terms of such notice, such Agent has agreed to use its commercially reasonable
efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations
of the Agents under the Sales Agreement to sell our common stock are subject to a number of conditions that we must meet.
The settlement between
us and the Agents is generally anticipated to occur on the second trading day following the date on which the sale was
made. Sales of our common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company
or by such other means as we and the Agents may agree upon. There is no arrangement for funds to be received in an escrow, trust
or similar arrangement.
We will pay the
Agents a commission at a rate of 3.0% of the aggregate gross proceeds we receive from each sale of our shares of Common Stock. Because
there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. In connection with the sale of the common stock on our behalf, each of
the Agents will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of
the Agents will be deemed to be underwriting commissions or discounts. In addition, we have agreed to reimburse the Agents
for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $50,000,
in addition to certain ongoing disbursements of its legal counsel up to $20,000 per year. We have agreed to provide indemnification and
contribution to the Agents with respect to certain civil liabilities, including liabilities under the Securities Act. We estimate
that the total expenses for the offering, excluding compensation and expenses payable to the Agents under the terms of
the Sales Agreement, will be approximately $50,000.
The
offering of our shares of common stock pursuant to the Sales Agreement will terminate as permitted therein. We, B. Riley and Cantor may
each terminate the Sales Agreement at any time upon five days’ prior notice.
Each of B. Riley
and Cantor and their affiliates have provided, and may in the future provide, various investment banking and other financial services
for us. They have received, or may in the future receive, customary fees and commissions for these transactions. To the extent required
by Regulation M under the Exchange Act, the Agents will not engage in any market making activities involving our common stock
while the offering is ongoing under this prospectus.
This prospectus and
the accompanying prospectus in electronic format may be made available on a website maintained by the Agents, and each of the
Agents may distribute this prospectus and the accompanying prospectus electronically.
LEGAL
MATTERS
The
validity of the shares of common stock being offered by this prospectus, and certain other matters have been passed upon by Dorsey &
Whitney LLP. Duane Morris LLP, New York, New York has acted as counsel to the Agents in connection
with this offering.
EXPERTS
Our
consolidated balance sheets as of December 31, 2020, and the related consolidated statements of operations, stockholders’ deficit,
and cash flows for the fiscal years ended December 31, 2020, have been audited by Friedman LLP, an independent registered public accounting
firm, as set forth in its report appearing herein and are included in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
Our
consolidated balance sheets as of December 31, 2019, and the related consolidated statements of operations, stockholders’ deficit,
and cash flows for the fiscal years ended December 31, 2019, have been audited by BF Borgers CPA PC, an independent registered public
accounting firm, as set forth in its report appearing herein and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information that is included in the registration statement of which this prospectus
forms a part and its exhibits. Since this prospectus may not contain all of the information that you may find important, we urge you
to review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration
statement of which this prospectus forms a part, please read the exhibit for a more complete understanding of the document or matter
involved. Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract,
agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act and, in accordance with these requirements, we file annual,
quarterly and current reports, proxy statements, information statements, and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at www.sec.gov. In addition, we provide free access to these materials
through our website, www.ritterpharmaceuticals.com, as soon as reasonably practicable after they are filed with or furnished to
the SEC.
INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus
omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement
and any prospectus supplement filed hereafter, including the exhibits, for further information about us and the securities we may offer
pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated
by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference.
The documents we are incorporating by reference are:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 30, 2021;
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our
definitive proxy statement filed with the SEC on May 12, 2021;
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●
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our
Current Reports on Form 8-K filed on January 11, 2021, January 14, 2021, January 26, 2021, January 28, 2021, February 4, 2021, February
10, 2021, February 12, 2021, February 22, 2021, February 26, 2021, April 6, 2021, April 15, 2021, April 16, 2021, May 19,
2021, June 1, 2021 and June 3, 2021; and
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●
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the
description of the Company’s Common Stock contained in the Company’ Registration Statement on Form 8-A (File No. 001-39785)
filed on December 9, 2020, including any amendment or report filed for the purpose of updating such description.
|
In
addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any document or portion of
any document that is deemed furnished and not filed.
Pursuant
to Rule 412 under the Securities Act, any statement contained in the documents incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified, superseded or replaced for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated
by reference in this Registration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded
or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Upon
written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to each person,
including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference into this prospectus (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into
that filing), but not delivered with this prospectus:
LifeMD,
Inc.
800
Third Avenue, Suite 2800
New
York, NY 10022
(855)
743-6478
$60,000,000
COMMON
STOCK
PROSPECTUS
|
B. Riley Securities
|
Cantor
|
You
should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information
that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the
date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distribution
of the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee.
|
SEC Registration Fee
|
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$
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16,365
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|
Legal Fees and Expenses
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|
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*
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Accounting Fees and Expenses
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*
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Miscellaneous
|
|
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*
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|
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Total
|
|
$
|
*
|
|
*
These fees will be dependent on the type of securities offered and number of offerings and, therefore, cannot be estimated at this
time. In accordance with Rule 430B under the Securities Act, additional information regarding estimated fees and expenses will be provided
at the time information as to an offering is included in a prospectus supplement.
Item
15. Indemnification of Directors and Executive Officers
Section
102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director
derived an improper personal benefit. Our amended certificate of incorporation provides that, to the maximum extent permitted by law,
no director shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as director.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is
made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The Delaware General
Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Our bylaws provide for indemnification by us of our
directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.
Insofar
as indemnification for liabilities arising under the Securities Act may be provided for directors, officers, employees, agents or persons
controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy
as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification by such director, officer
or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling
person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
No
pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification
is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification
by any of our directors or executive officers.
Item
16. Exhibits
*
To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.
Item
17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, thereto duly authorized, in the City of New York, State of New York, on June 8, 2021.
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LIFEMD,
INC.
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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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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS that each of the undersigned directors and officers of LifeMD, Inc. hereby appoints Justin Schreiber, as
his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, with full power to act
alone, to sign on his or her behalf and in the capacity set forth below, any and all amendments and post-effective amendments and supplements
to this Registration Statement on Form S-3 and to file each such amendment and post-effective amendment and supplements to this Registration
Statement, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite
and necessary or appropriate to be done in and about the premises as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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Chief
Executive Officer, President and Director
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June
8, 2021
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/s/ Justin Schreiber
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(Principal
Executive Officer)
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Justin
Schreiber
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Chief
Financial Officer
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June
8, 2021
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/s/ Marc Benathen
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(Principal
Financial and Accounting Officer)
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Marc
Benathen
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/s/
Stefan Galluppi
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Chief
Operating Officer,
Chief
Technology Officer and Director
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June
8, 2021
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Stefan
Galluppi
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/s/ John. R. Strawn,
Jr.
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Director
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June
8, 2021
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John.
R. Strawn, Jr.
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/s/ Roberto Simon
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Director
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June
8, 2021
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Roberto
Simon
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/s/ Joseph DiTrolio
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Director
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June
8, 2021
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Joseph
DiTrolio
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/s/ Dr. Eleanor C.
Mariano
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Director
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June
8, 2021
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Dr.
Eleanor C. Mariano
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/s/ Happy Walters
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Director
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June
8, 2021
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Happy
Walters
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/s/ Bertrand Velge
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Director
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June
8, 2021
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Bertrand
Velge
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