Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Director
Resignation
On
September 8, 2021, Happy Walters resigned from the board of directors (the “Board”) of LifeMD, Inc. (the “Company”).
Director
Appointment
On
September 8, 2021, the Company appointed Naveen Bhatia as a member of the Board.
Mr.
Bhatia is a private investor. From 2013 to 2020, he was a Senior Director in the Tactical Opportunities Group of Blackstone, a leading
global investment business specializing in alternative asset classes. Before joining Blackstone, Mr. Bhatia was a Managing Director at
40 North Industries LLC, a private investment firm where he focused on special situations equity and debt investments, both public and
private. Prior to 40 North, he was a Principal at a family office in New York. From 2003 to 2008, Mr. Bhatia was a Co-Founder and Partner
of Eagle Lake Capital LLC, a private investment partnership focused on fundamental, value investing across the capital structure. He
started his career as a member of the Restructuring Group at Rothschild.
Mr.
Bhatia received a BA in Public Health from The Johns Hopkins University. He has served as a director of various public and private companies,
currently serving as a member of the Board of Directors of private companies Blue Yonder, EquipmentShare, RG Barry, and CRG Financial.
From 2010-2019, Mr. Bhatia served as Chairman of the Board of Cotton Holdings, a leading, global infrastructure support services company.
He was also an Adjunct Professor at Columbia Business School and taught Applied Security Analysis I & II for eight years.
The
Board believes that Mr. Bhatia’s experience in investment and financial leadership roles make him ideally qualified to help lead
the Company towards continued growth and success.
Related
Party Transactions
There
are no related party transactions with regard to Mr. Bhatia reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
In
connection Mr. Bhatia’s appointment to the Board, the Company and Mr. Bhatia entered into a director agreement (the “Director
Agreement”), whereby, as compensation for his services as a member of the Board, Mr. Bhatia shall receive a one-time grant of eight
thousand (8,000) restricted stock units of the Company, vesting quarterly beginning on September 30, 2021, pursuant to the Company’s
Employee Stock Option Plan.
On
September 8, 2021, the Company and Mr. Bhatia also entered into a consulting agreement (the “Consulting Agreement”), whereby
Mr. Bhatia will assist the Company with its capital markets strategy, business development initiatives and growth strategy for a term
of one year. Pursuant to the Consulting Agreement, Mr. Bhatia will receive a stock option to purchase 100,000 shares of the Company’s
common stock, par value $0.01 per share, with an exercise price of $7.07 per share.
Item
5.02 of this Current Report on Form 8-K contains only brief descriptions of the material terms of and does not purport to be complete
descriptions of the rights and obligations of the parties to the Director Agreement and the Consulting Agreement, and such descriptions
are qualified in their entirety by reference to the full text of the Director Agreement and the Consulting Agreement, which are filed
as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference into this Current Report on Form 8-K.