Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation
of Stefan Galluppi from the Board of Directors
On
June 20, 2023, Stefan Galluppi resigned from the Board of Directors of LifeMD, Inc. (the “Company”) effective immediately.
Mr. Galluppi’s resignation was not due to a disagreement with the Company on any matter relating to its operations, policies or
practices, and he will continue to serve as the Company’s Chief Innovation Officer.
Appointment
of William J. Febbo to the Board of Directors
On
June 20, 2023, William J. Febbo was appointed to the Board of Directors.
Mr.
Febbo is Chief Executive Officer and a Director of OptimizeRx Corporation (Nasdaq: OPRX). OptimizeRx is a leading provider of digital
point-of-care technology solutions that help patients start and stay on therapy. For more than 25 years Mr. Febbo has built and managed
health services and financial businesses, starting in M&A and international business development at multinational companies. In 1999
he co-founded and subsequently served as Chief Executive Officer of MedPanel, a market intelligence and communication provider to the
life sciences and financial industries. In 2007 MedPanel was acquired by Merriman Capital, where he served as Chief Operating Officer
of investment banking and as Chief Executive Officer of the firm’s Digital Capital Network. In 2016 Mr. Febbo joined OptimizeRx,
where he helped transform the firm into a leading digital health company enabling care-focused engagement between life sciences organizations,
healthcare providers, and patients at critical junctures throughout the patient care journey. Mr. Febbo serves as a faculty member for
the Massachusetts Institute of Technology linQ program, a collaborative initiative increasing the potential of innovative biomedical
research to benefit society and the economy. He also serves on the board of the United Nations of Greater Boston, a non-profit organization
focused on building a stronger network of global citizens in the Boston area.
In
connection with Mr. Febbo’s appointment to the Board, the Company and Mr. Febbo entered into a Director Agreement, whereby Mr.
Febbo received (i) a grant of 75,000 restricted shares of the Company’s common stock, with 37,500 restricted shares vesting
immediately and 37,500 restricted shares vesting on the two-year anniversary of the Director Agreement, pursuant to a Restricted
Stock Award Agreement under the LifeMD, Inc. 2020 Equity and Incentive Plan, as amended (the “Plan”), and (ii) a stock
option to purchase 37,500 shares of the Company’s common stock, vesting on the two-year anniversary of the Director Agreement,
pursuant to a Non-Qualified Stock Option Agreement under the Plan. Unvested restricted shares will vest immediately in the event
that Mr. Febbo is removed as a director or not asked to stand for re-election for reasons other than for “Cause,” as
defined in the Plan, or immediately prior to the closing of a “Change in Control,” as defined in the award agreement.
All unvested options shall be forfeited, but Mr. Febbo shall have the right to exercise vested options for a period of three months
after his departure from the Board, a period which would be extended to 12 months in the case of death or disability. The awards may
be forfeited in the event of Mr. Febbo’s breach of certain covenants contained in the respective award agreements.
On May 30, 2023, prior
to his appointment to the Board of Directors, Mr. Febbo entered into a Consulting Services Agreement with the Company, pursuant to which
he provides certain investor relations and strategic business development services, in consideration for 375,000 restricted shares of
the Company’s common stock, which will vest in quarterly installments from August 30, 2023 through November 30, 2024. Either Party
may, upon 14 days written notice to the other Party, terminate this Agreement at any time for any reason, at which time, any unvested
restricted shares will be forfeited. Unvested restricted shares will vest immediately prior to the closing of a “Change in Control,”
as defined in the Consulting Services Agreement.
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete
description of the rights and obligations of the parties to the Consulting Services Agreement, Director Agreement, Restricted Stock Award
Agreement and Non-Qualified Stock Option Agreement, and such description is qualified in its entirety by reference to the full text of
the agreements, which are filed as Exhibits and incorporated by reference into this Current Report on Form 8-K.