Item
1.01 Entry Into a Material Definitive Agreement.
Common
Stock Offering
On
September 28, 2021, LifeMD, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Common
Underwriting Agreement”) with B. Riley Securities, Inc. (“B. Riley”). Pursuant to the Common Underwriting Agreement,
the Company agreed to sell to B. Riley 3,833,334 shares of common stock (including 500,000 shares pursuant to B. Riley’s option) (the “Common Shares”), par value $0.01 per share, of the Company at a public offering price of $6.00
per share of common stock, prior to deducting underwriting discounts and commissions and estimated offering expenses (the “Common
Stock Offering”). The Common Shares in the Common Stock Offering were offered pursuant to a registration statement on Form S-3
(File No. 333-256911), which was declared effective by the Securities and Exchange Commission on June 22, 2021.
The
net proceeds of the Common Stock Offering to the Company, after deducting the underwriting discounts and commissions, repayment of
debt and estimated offering expenses payable by the Company were approximately $16.4 million.
The
Common Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions
of this nature. Pursuant to the Common Underwriting Agreement, the Company and its directors and executive officer have agreed, subject
to certain exceptions, not to offer, issue or sell any shares of common stock or securities convertible into or exercisable or exchangeable
for shares of common stock for a period of ninety (90) days following September 28, 2021 without the prior written consent of the B.
Riley.
The
foregoing summary of the Common Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, such document, which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
A
copy of the opinion of Dorsey & Whitney LLP relating to the legality of the issuance and sale of the Common Shares is attached as
Exhibit 5.1 hereto.
Preferred
Stock Offering
On
September 29, 2021, the Company entered into an underwriting agreement (the “Preferred Underwriting Agreement”) with B. Riley,
as representative of the several underwriters named therein (the “Representative”). Pursuant to the Preferred Underwriting
Agreement, the Company agreed to sell 1,400,000 shares of Series A Cumulative Perpetual Preferred Stock, (the “Preferred Shares”),
par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) at a public offering price of $25.00 per share
of Series A Preferred Stock, prior to deducting underwriting discounts and commissions and estimated offering expenses (the “Preferred
Stock Offering”). In addition, the company granted the underwriters an option to purchase up to an additional 210,000 shares of
Series A Preferred Stock within 30 days following September 29, 2021. The Preferred Shares in the Preferred Stock Offering were offered
pursuant to a registration statement on Form S-3 (File No. 333-256911), which was declared effective by the Securities and Exchange Commission
on June 22, 2021.
The
net proceeds of the Preferred Stock Offering to the Company, after deducting the underwriting discounts and commissions, the structuring
fee, repayment of debt and estimated offering expenses payable by the Company were approximately $22.9 million. This amends the
“Use of Proceeds” section of the Prospectus Supplement dated September 29, 2021 and filed October 1, 2021.
The
Preferred Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions
of this nature. Pursuant to the Preferred Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue
or sell any shares of Preferred Stock or securities convertible into or exercisable or exchangeable for shares of Series A Preferred
Stock for a period of thirty (30) days following September 29, 2021 without the prior written consent of the Representative.
The
foregoing summary of the Preferred Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, such document, which is attached as Exhibit 1.2 hereto and is incorporated herein by reference.
A
copy of the opinion of Dorsey & Whitney LLP relating to the legality of the issuance and sale of the Preferred Shares is attached
as Exhibit 5.2 hereto.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.