Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-255586
PROSPECTUS
LIFEMD
INC.
152,912
Shares of Common Stock
This
prospectus relates to the offering and resale by the Investors or
their registered assigns (each a “Selling Stockholder” and
collectively the “Selling Stockholders”) identified herein of up to
152,912 shares of Common Stock of the Company, issued pursuant to
that certain Securities Purchase Agreement, dated February 11,
2021, by and among the Company and the Selling Stockholders (the
“Purchase Agreement”). The Private Placement Shares were offered
for resale by the Investors pursuant to a prospectus dated May 20,
2021. The ongoing offer and sale by Selling Stockholders of the
Private Placement Shares is being made pursuant to this
prospectus.
For a
more detailed description of our common stock, see the section
entitled “Description of Capital Stock — Common Stock” beginning on
page 10 of this prospectus. For a more detailed description of our
warrants, see the section entitled “Description of Capital Stock —
Warrants” beginning on page 11 of this prospectus. For a more
detailed description of the securities the Selling Stockholders are
offering, see the section entitled “Selling Stockholders” beginning
on page 7 of this prospectus. The Selling Stockholders may from
time to time sell, transfer or otherwise dispose of any or all of
the securities in a number of different ways and at varying prices.
See “Plan of Distribution” beginning on page 8 of this prospectus
for more information.
Our
Common Stock is quoted on The Nasdaq Capital Market (the “Nasdaq”)
under the symbol “LFMD.” On June 30, 2022 the closing price as
reported on the Nasdaq was $2.04 per share. This price will
fluctuate based on the demand for our Common Stock.
The
Selling Stockholders may offer all or part of the shares for resale
from time to time through public or private transactions, at either
prevailing market prices or at privately negotiated
prices.
An
investment in our common stock involves a high degree of risk. You
should carefully review the risks and uncertainties referred to
under the heading “Risk Factors” beginning on page 6 of this
prospectus and under any similar headings in any amendment or
supplement to this prospectus or in any filing with the Securities
and Exchange Commission that is incorporated by reference
herein.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal
offense.
The
date of this prospectus is July 7, 2022
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
You
should rely only on the information contained or incorporated by
reference in this prospectus and any related prospectus supplement.
We have not, and the selling stockholders have not, authorized
anyone to provide you with different information. No one is making
offers to sell or seeking offers to buy these securities in any
jurisdiction where the offer or sale is not permitted. You should
assume that the information contained in this prospectus and any
prospectus supplement is accurate only as of the date on the front
of this prospectus or the prospectus supplement, as applicable, and
that any information incorporated by reference in this prospectus
or any prospectus supplement is accurate only as of the date given
in the document incorporated by reference, regardless of the time
of delivery of this prospectus, any applicable prospectus
supplement or any sale of our common stock. Our business, financial
condition, results of operations and prospects may have changed
since that date.
This
prospectus contains summaries of certain provisions contained in
some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
section entitled “Where You Can Find More Information.”
This
prospectus and the information incorporated herein by reference
includes trademarks, service marks and trade names owned by us or
others. All trademarks, service marks and trade names included or
incorporated by reference into this prospectus or any applicable
prospectus supplement are the property of their respective
owners.
PROSPECTUS SUMMARY
This
summary highlights certain information about us, this offering and
information appearing elsewhere in this prospectus and in the
documents we incorporate by reference. This summary is not complete
and does not contain all of the information that you should
consider before investing in our securities. To fully understand
this offering and its consequences to you, you should read this
entire prospectus carefully, including the information referred to
under the heading “Risk Factors” in this prospectus beginning on
page 6, the financial statements and other information
incorporated by reference in this prospectus when making an
investment decision. This is only a summary and may not contain all
the information that is important to you. You should carefully read
this prospectus, including the information incorporated by
reference therein, and any other offering materials, together with
the additional information described under the heading “Where You
Can Find More Information”.
The
Company
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
We
are a direct-to-patient telehealth technology company that provides
a smarter, cost-effective, and convenient way for Americans to
access healthcare. We believe the traditional model of visiting a
doctor’s office, visiting a local pharmacy, and returning to see a
doctor for follow up care or prescription refills is inefficient,
costly, and slow, and discourages many individuals from seeking
much needed medical care. The U.S. healthcare system is undergoing
a paradigm shift, thanks to new technologies and the emergence of
telehealth. Direct-to-patient telehealth companies, like LifeMD,
Inc., are leading the shift by connecting consumers digitally to
licensed healthcare professionals for care across various needs,
such as virtual primary care, men’s sexual health, dermatology, and
others.
Our
telehealth platform provides patients with access to licensed
providers for diagnoses, virtual care, and prescription
medications, often delivered on a recurring basis. In addition to
our telehealth offerings, we sell complementary nutritional
supplements and over-the-counter (“OTC”) products. Many of our
products are available on a subscription basis, where patients can
subscribe to receive regular shipments of prescribed medications or
products. This creates convenience and discounted pricing
opportunities for patients and recurring revenue streams for us.
Our customer acquisition strategy combines strategic brand-building
media placements, influencer partnerships, and direct response
advertising methods across highly scalable marketing channels
(i.e., national TV, streaming TV, streaming audio, YouTube,
podcasts, Out of Home, print, magazines, online search, social
media, and digital).
Since
inception, we have helped more than 550,000 customers and patients,
providing them greater access to high-quality, convenient, and
affordable care in all 50 states. Our telehealth revenue increased
70% for the three months ended March 31, 2022 as compared to the
three months ended March 31, 2021. Total revenue from recurring
subscriptions is approximately 91%. In addition to our telehealth
business, we own 85.6% of WorkSimpli, which operates PDFSimpli, a
rapidly growing software-as-a-service (“SaaS”) platform for
converting, signing, editing, and sharing PDF documents. This
business has seen 31% year over year revenue growth, with recurring
revenue of 98%.
We
believe that telehealth platforms like ours will fundamentally
shift how individuals perceive and access healthcare in the United
States, by necessity and by preference. With the average wait time
to see a physician in the United States now greater than 29 days,
according to a 2018 Merritt Hawkins Survey, and the United States’
projected 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
telehealth brands that encompass on-demand medical treatment,
online pharmacy, and OTC 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 necessary to help shift a substantial portion of this
market to an online, virtual format. We believe that we are well
positioned to capitalize on this large-scale shift in
healthcare.
We
believe that an amazing customer experience, incredible healthcare,
and new customer acquisition form the heart of our business. As is
exemplified with our first brand, Shapiro MD, we have built a full
line of proprietary and patented OTC products for male and female
hair loss, U.S. Food and Drug Administration (“FDA”) approved OTC
minoxidil, and now a telehealth platform offering that gives
consumers access to virtual medical treatment and, when
appropriate, a full line of oral and topical prescription
medications for hair loss. Our men’s brand, RexMD, currently offers
access to provider-based treatment through telehealth for men’s
health conditions, such as sexual health and hair loss. RexMD
continues to expand its treatment offerings to address additional
chronic indications present in men’s health. We have built a
platform that allows us to efficiently launch telehealth brands and
offerings wherever we identify 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 and Virtual Primary Care Platform
We
have built a strategic portfolio of wholly-owned telehealth
platform brands supported by an affiliated, 50-state physician
network and an integrated national network of third party
pharmacies that address large unmet needs in men’s health, hair
loss, virtual primary care, and dermatology. We continue to
experience aggressive growth across our brands.
Our
process across each brand and condition we treat is to guide
consumers through a medical intake process and product selection,
after which a licensed U.S. physician conducts a virtual
consultation and, if appropriate, prescribes prescription
medications and/or recommends OTC products. Prescription
medications and OTC 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 550,000 individuals
having purchased our products and services to date.
Hair
Loss: ShapiroMD
Launched
in 2017, ShapiroMD is a telehealth platform brand that offers
access to virtual medical treatment, prescription medications,
patented-doctor formulated OTC products, an FDA approved medical
device for male and female hair loss, and female specific topical
compounded medications for hair loss through our telehealth
platform. ShapiroMD has emerged as a leading destination for hair
loss treatment across the United States and has served more than
250,000 customers and patients since inception with a 4.9-star
Trustpilot rating.
Men’s
Health: RexMD
Launched
in 2019, RexMD is a men’s telehealth platform brand that offers
access to virtual medical treatment for a variety of men’s health
needs. After treatment from a licensed physician, if appropriate,
one of our partner pharmacies will dispense and ship prescription
medications and OTC products directly to the customer. Since
RexMD’s initial launch in the erectile dysfunction treatment
market, it has expanded into additional indications, including but
not limited to, premature ejaculation, testosterone, and hair loss.
Our vision for RexMD is to become a leading telehealth destination
for men. RexMD has emerged as a leading men’s telehealth platform
across the United States and has served more than 300,000 customers
and patients since inception with a 4.5-star Trustpilot
rating.
Variable
Interest Entity: LifeMD Primary Care
Beta
launched in the fourth quarter of 2021, LifeMD PC is a
personalized, subscription-based virtual primary care platform. The
LifeMD PC clinic provides patients in all 50 states with 24/7
access to a high-quality provider for their primary care, urgent
care and chronic care needs. LifeMD PC offers a mobile first
platform that incorporates virtual consultations and treatment,
prescription medications, diagnostics, and imaging. LifeMD PC
capabilities are supported by robust partnerships as further
discussed below. No revenue was recorded related to the LifeMD PC
during the three months ended March 31, 2022.
Dermatology:
NavaMD
Launched
in the first quarter of 2021, NavaMD is a female-oriented,
tele-dermatology brand that offers access to virtual medical
treatment from dermatologists and other providers, and, if
appropriate, prescription oral and compounded topical medications
to treat dermatological conditions such as aging and acne. In
addition to the brand’s telehealth offerings, NavaMD’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 Restorsea has received at least 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. NavaMD is one of the first direct-to-patient brands to
offer this advanced skincare technology.
Allergy,
Asthma & Immunology: Cleared
In
January 2022, the Company acquired Cleared, a telehealth brand that
provides personalized treatments for allergy, asthma, and
immunology. Its offerings include in-home tests for both
environmental and food allergies, prescriptions for allergies and
asthma, and FDA-approved immunotherapies for treating chronic
allergies. Cleared leverages a network of medical professionals and
providers in all 50 states, a growing pipeline of pharmaceutical
partners, and treatments and tests that cost up to 50 percent less
than the brand-name competition. The offerings include free
consultations and ongoing care from U.S.-licensed allergists and
nurses.
Majority
Owned Subsidiary: WorkSimpli
WorkSimpli
operates PDFSimpli, an online SaaS platform that allows users to
create, edit, convert, sign and share PDF documents. WorkSimpli was
acquired through the purchase of 51% of the membership interests of
WorkSimpli Software, LLC, a Puerto Rico limited liability company,
which operates a marketing-driven software solutions business. In
addition to WorkSimpli’s growth business model, this acquisition
added deep search engine optimization and search engine marketing
expertise to the Company. On January 22, 2021, the Company
increased its ownership of WorkSimpli to 85.6%.
WorkSimpli
was ranked in the top 4,160 websites globally, in which it was also
ranked in the top 563 for specific countries with more than 19
million registrants globally. Since its launch, WorkSimpli has
converted or edited over 14 terabytes of documents for customers
from the legal, financial, real-estate and academic sectors.
WorkSimpli had over 102,000 active subscriptions as of December 31,
2021.
In
February 2022, WorkSimpli closed on an Asset Purchase Agreement
with East Fusion FZCO, a Dubai, UAE corporation (the “Seller”),
whereby WorkSimpli acquired substantially all of the assets
associated with the Seller’s business offering subscription-based
resume building software through SaaS online platforms.
Cleared
Acquisition
On
January 18, 2022, the Company acquired Cleared Technologies PBC, a
Delaware public benefit corporation (“Cleared”), a rapidly growing
nationwide allergy telehealth platform that provides personalized
treatments for allergy, asthma, and immunology.
Customers
Our
customer base includes men and women seeking virtual primary care
and virtual medical treatment for hair loss, men’s sexual health
issues, dermatology, and allergy and asthma. No single customer
accounted for more than 10% of net sales for the years ended
December 31, 2021 and 2020.
Corporate
Information
LifeMD,
Inc. was formed in the State of Delaware on May 24, 1994, under our
prior name, Immudyne, Inc. We changed our name to Conversion Labs,
Inc. on June 22, 2018 and then subsequently, on February 22, 2021,
we changed our name to LifeMD, Inc. Further, in connection with
changing our name, we changed our trading symbol 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.
In
June 2018, the Company closed the strategic acquisition of 51% of
LegalSimpli Software, LLC, which operates a SaaS application for
converting, editing, signing, and sharing PDF documents called
PDFSimpli. In addition to LegalSimpli Software, LLC’s growth
business model, this acquisition added deep search engine
optimization and search engine marketing expertise to the Company.
On July 15, 2021, LegalSimpli Software, LLC, changed its name to
WorkSimpli Software, LLC, (“WorkSimpli”). Effective January 22,
2021, the Company consummated a transaction to restructure the
ownership of WorkSimpli and concurrently increased its ownership
stake in WorkSimpli to 85.6%.
On
January 18, 2022, the Company acquired Cleared, a rapidly growing
nationwide allergy telehealth platform that provides personalized
treatments for allergy, asthma, and immunology.
THE
OFFERING
This
prospectus relates to the offer and sale from time to time of up to
an aggregate of 152,912 shares of the Company’s Common Stock by the
Selling Stockholders.
In
connection with the Private Offering, under the terms of the
Registration Rights Agreement entered into with the Selling
Stockholders on the same date and in connection with the Securities
Purchase Agreement, we must register with the U.S. Securities and
Exchange Commission 152,912 shares of common stock. The number of
shares ultimately offered for resale by the Selling Stockholders
depends upon the liquidity and market price of our common
stock.
|
Common
Stock to be offered by the Selling Stockholders: |
|
152,912
shares of Common Stock. |
| |
|
|
| Common
Stock outstanding prior to this offering (1) |
|
30,796,429 |
| |
|
|
| Common
stock to be outstanding after the offering (1) |
|
30,949,341 |
| |
|
|
| Use
of proceeds |
|
We
will not receive any proceeds from the sale of common stock by the
Selling Stockholders. All of the net proceeds from the sale of our
Common Stock will go to the Selling Stockholders as described below
in the sections entitled “Selling Stockholders” and “Plan of
Distribution”. We have agreed to bear the expenses relating to the
registration of the Common Stock for the Selling
Stockholders. |
| |
|
|
| Risk
factors |
|
Investing
in our securities is highly speculative and involves a high degree
of risk. You should carefully consider the information set forth in
the “Risk Factors” section beginning on page 6 before deciding to
invest in our securities. |
|
|
|
|
| Trading
symbol |
|
Our
common stock is currently quoted on the Nasdaq under the trading
symbol “LFMD”. |
|
(1) |
The
number of shares of our Common Stock outstanding prior to and to be
outstanding immediately after this offering, as set forth in the
table above, is based on 30,796,429 shares outstanding as of June
29, 2022, and including or excluding the following as of such
date: |
|
|
● |
Excludes
4,349,598 shares of Common Stock issuable upon exercise of
outstanding options with a weighted average exercise price of $6.85
per share. |
|
|
|
|
|
|
●
|
Excludes
3,859,637 shares of Common Stock issuable upon exercise of warrants
outstanding having a weighted average exercise price of $5.60 per
share; |
|
|
|
|
|
|
● |
Excludes
1,457,750 shares of outstanding Restricted Stock Units with a
weighted-average exercise price of $8.07 per share; |
|
|
|
|
|
|
● |
Excludes
152,912 shares of Common Stock issuable upon exercise of the
Private Placement Shares offered in this offering; and |
|
|
|
|
|
|
● |
Excludes
1,299,389 shares of common stock issuable upon conversion of our
Series B Preferred Stock. |
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 consider carefully the specific risk factors discussed in
the section entitled “Risk Factors” contained in our most recent
Annual Report on Form 10-K for the year ended December 31, 2021 as
filed with the SEC, and 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 prospectus supplement hereto. 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 view 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
trading price of our common stock could decline and you might lose
all or part of your investment.
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:
|
|
● |
changes
in the market acceptance of our products; |
| |
● |
increased
levels of competition; |
| |
● |
changes
in political, economic or regulatory conditions generally and in
the markets in which we operate; |
| |
● |
our
relationships with our key customers; |
| |
● |
our
ability to retain and attract senior management and other key
employees; |
| |
● |
our
ability to quickly and effectively respond to new technological
developments; |
| |
● |
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; |
| |
● |
our
ability to successfully commercialize our products on a large
enough scale to generate profitable operations; |
| |
● |
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); |
| |
● |
our
ability to continue as a going concern; |
| |
● |
our
need to raise additional funds in the future; |
| |
● |
our
ability to successfully implement our business plan; |
| |
● |
being
able to scale our telehealth platform built to improve the
experience and medical care provided to patients across the
country; |
| |
● |
intellectual
property claims brought by third parties; and |
| |
● |
the
impact of any industry regulation. |
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.
SELLING STOCKHOLDERS
This
prospectus relates to the possible resale by the Selling
Stockholders of the shares of Common Stock that have been issued to
the Selling Stockholders in the Offering pursuant to the Purchase
Agreement. We are filing the registration statement of which this
prospectus forms a part pursuant to the provisions of the
Registration Rights Agreement, which we entered into with the
Selling Stockholders on February 11, 2021 concurrently with our
execution of the Purchase Agreement, in which we agreed to provide
certain registration rights with respect to sales by the Selling
Stockholders of the shares of Common Stock that have been issued to
the Selling Stockholders under the Purchase Agreement.
On
February 11, 2021, the Company consummated the closing of a private
placement offering, whereby pursuant to the Purchase Agreement
entered into by the Company and the Investors the Company sold to
such Investors an aggregate of 608,696 shares of Common Stock, for
an aggregate purchase price of $14,000,008. The purchase price was
funded on February 11, 2021 and resulted in net proceeds to the
Company of approximately $13.4 million.
BTIG,
LLC acted as exclusive Placement Agent for the Offering and
received cash compensation equal to 3% of the Purchase
Price.
The
table below lists the Selling Stockholders and other information
regarding the beneficial ownership of the shares of common stock by
each of the Selling Stockholders. The second column lists the
number of shares of common stock beneficially owned by each Selling
Stockholder, based on its ownership of the shares of common stock
and warrants, as of the date hereof. The third column lists the
shares of common stock being offered by this prospectus by the
Selling Stockholders.
In
accordance with the terms of the Registration Rights Agreement,
this prospectus generally covers the resale of the Shares of Common
Stock issued to the Selling Stockholders in the Offering. The
fourth column assumes the sale of all of the shares offered by the
Selling Stockholders pursuant to this prospectus.
The
Selling Stockholders may sell all, some or none of their shares in
this offering. See “Plan of Distribution.”
|
Name of Selling Stockholder |
|
Shares
of
Common
Stock
Beneficially
Owned Prior to
Offering
|
|
|
Maximum
Number
of
Shares
of
Common
Stock
to be
Sold
Pursuant
to
this
Prospectus
|
|
|
Shares
of
Common
Stock
Beneficially
Owned After
Offering (1)
|
|
| Aaron Jackson |
|
|
8,696 |
|
|
|
8,696 |
|
|
|
- |
|
| Alexander Mironov |
|
|
2,857 |
|
|
|
2,857 |
|
|
|
- |
|
| BLP Dinari Investments LLC |
|
|
21,739 |
|
|
|
21,739 |
|
|
|
- |
|
| Aaron Yormak 2018 GST Trust |
|
|
6,522 |
|
|
|
6,522 |
|
|
|
- |
|
| Brian Yormak 2018 GST Trust |
|
|
21,739 |
|
|
|
21,739 |
|
|
|
- |
|
| Jacob Yormak 2018 GST Trust |
|
|
8,696 |
|
|
|
8,696 |
|
|
|
- |
|
| Jeff and Paula Yormak,
Individuals |
|
|
17,391 |
|
|
|
17,391 |
|
|
|
- |
|
| William Yormak 2018 GST Trust |
|
|
6,522 |
|
|
|
6,522 |
|
|
|
- |
|
| Eric Aroesty |
|
|
4,348 |
|
|
|
4,348 |
|
|
|
- |
|
| Theta Capital LLC |
|
|
5,706 |
|
|
|
5,706 |
|
|
|
- |
|
| Joe Lucosky |
|
|
4,348 |
|
|
|
4,348 |
|
|
|
- |
|
| Joshua Mark |
|
|
870 |
|
|
|
870 |
|
|
|
- |
|
| Commonwealth Opportunity Platform
LLC |
|
|
21,739 |
|
|
|
21,739 |
|
|
|
- |
|
| Wes Edens |
|
|
10,870 |
|
|
|
10,870 |
|
|
|
- |
|
| Family Trust
Under Article V of the Wesley R. Edens 2011 Annuity Trust
Agreement |
|
|
10,869 |
|
|
|
10,869 |
|
|
|
- |
|
| |
|
|
152,912 |
|
|
|
152,912 |
|
|
|
- |
|
|
(1) |
Assumes
that the Selling Stockholder sells all of its shares being offered
pursuant to this prospectus. |
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| (2) |
The
shares of Common Stock to be offered were issued to the Selling
Stockholder pursuant to the Offering. |
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of common stock by the
Selling Stockholders. All of the net proceeds from the sale of our
common stock will go to the Selling Stockholders as described below
in the sections entitled “Selling Stockholders” and “Plan of
Distribution”. We have agreed to bear the expenses relating to the
registration of the common stock for the Selling
Stockholders.
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock previously issued to
permit the resale of these shares of common stock by the holders of
the common stock from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale
by the selling stockholders of the shares of common stock. We will
bear all fees and expenses incident to our obligation to register
the shares of common stock.
The
selling stockholders may sell all or a portion of the shares of
common stock held by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or
agents. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholders will be responsible for
underwriting discounts or commissions or agent’s commissions. The
shares of common stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of the sale,
at varying prices determined at the time of sale or at negotiated
prices. These sales may be effected in transactions, which may
involve crosses or block transactions, pursuant to one or more of
the following methods:
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on
any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale; |
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in
the over-the-counter market; |
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in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market; |
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through
the writing or settlement of options, whether such options are
listed on an options exchange or otherwise; |
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers; |
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block
trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
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purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account; |
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an
exchange distribution in accordance with the rules of the
applicable exchange; |
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privately
negotiated transactions; |
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short
sales made after the date the Registration Statement is declared
effective by the SEC; |
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agreements
between broker-dealers and the selling securityholders to sell a
specified number of such shares at a stipulated price per
share; |
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a
combination of any such methods of sale; and |
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any
other method permitted pursuant to applicable law. |
The
selling stockholders may also sell shares of common stock under
Rule 144 promulgated under the Securities Act of 1933, as amended,
if available, rather than under this prospectus. In addition, the
selling stockholders may transfer the shares of common stock by
other means not described in this prospectus. If the selling
stockholders effect such transactions by selling shares of common
stock to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in
the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the shares of common
stock for whom they may act as agent or to whom they may sell as
principal (which discounts, concessions or commissions as to
particular underwriters, broker-dealers or agents may be in excess
of those customary in the types of transactions involved). In
connection with sales of the shares of common stock or otherwise,
the selling stockholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the
shares of common stock in the course of hedging in positions they
assume. The selling stockholders may also sell shares of common
stock short and deliver shares of common stock covered by this
prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling
stockholders may also loan or pledge shares of common stock to
broker-dealers that in turn may sell such shares.
The
selling stockholders may pledge or grant a security interest in
some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common
stock from time to time pursuant to this prospectus or any
amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending, if necessary,
the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate
the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this
prospectus.
To
the extent required by the Securities Act and the rules and
regulations thereunder, the selling stockholders and any
broker-dealer participating in the distribution of the shares of
common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or
concessions allowed to, any such broker-dealer may be deemed to be
underwriting commissions or discounts under the Securities Act. At
the time a particular offering of the shares of common stock is
made, a prospectus supplement, if required, will be distributed,
which will set forth the aggregate amount of shares of common stock
being offered and the terms of the offering, including the name or
names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed
or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may
be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of common stock
may not be sold unless such shares have been registered or
qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or
all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a
part.
The
selling stockholders and any other person participating in such
distribution will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, including, without limitation, to the
extent applicable, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the shares of
common stock by the selling stockholders and any other
participating person. To the extent applicable, Regulation M may
also restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities
with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.
We
will pay all expenses of the registration of the shares of common
stock pursuant to the registration rights agreement, estimated to
be $63,238.55 in total, including, without limitation, Securities
and Exchange Commission filing fees and expenses of compliance with
state securities or “blue sky” laws; provided, however, a selling
stockholder will pay all underwriting discounts and selling
commissions, if any. We will indemnify the selling stockholders
against liabilities, including some liabilities under the
Securities Act in accordance with the registration rights
agreements or the selling stockholders will be entitled to
contribution. We may be indemnified by the selling stockholders
against civil liabilities, including liabilities under the
Securities Act that may arise from any written information
furnished to us by the selling stockholder specifically for use in
this prospectus, in accordance with the related registration rights
agreements or we may be entitled to contribution.
Once
sold under the registration statement, of which this prospectus
forms a part, the shares of common stock will be freely tradable in
the hands of persons other than our affiliates.
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 of common
stock, all with a par value of $0.01 per share and 5,000,000 shares
of preferred stock, all with a par value of $0.0001 per
share.
As of
June 29, 2022, we had 302 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 29, 2022, we had 30,796,429 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. As of June 29,
2022, we had 1,299,389 shares of common stock issuable upon
conversion of our Series B Preferred Stock.
On
October 4, 2021, the NASDAQ Stock Market approved the listing and
registration of our 8.875% Series A Cumulative Perpetual Preferred
Stock that consist of 1,400,000 shares, par value $0.0001 per share
(the “Series A Preferred Stock”). The liquidation preference of
each share of Series A Preferred Stock is $25.00. Each holder of
Series A Preferred Stock shall be entitled to receive cumulative
distributions from, and including, the date of original issuance,
in the amount of $2.21875 per share each year, which is equivalent
to 8.875% of the $25.00 liquidation preference per
share.
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 29, 2022, there were 1,400,000 shares of preferred stock
outstanding.
Stock
Options
As of
June 29, 2022, we had outstanding options to acquire 4,349,598
shares of our common stock, having a weighted-average exercise
price of $6.85 per share.
Warrants
As of
June 29, 2022, we had outstanding warrants to purchase an aggregate
of 3,859,637 shares of our common stock, having a weighted-average
exercise price of $5.60 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. |
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.
LEGAL
MATTERS
The
validity of our common stock being offered hereby has been
previously passed upon for us by Lucosky Brookman LLP, Woodbridge,
New Jersey.
EXPERTS
Our
consolidated balance sheets as of December 31, 2021 and 2020, and
the related consolidated statements of operations, stockholders’
deficit, and cash flows for the fiscal years ended December 31,
2021 and 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.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a reporting company and file our annual, quarterly and current
reports, proxy statements and other information with the SEC. You
may read and obtain copies of our reports, proxy statements and
other information we file with the SEC, at the SEC’s public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference room. Our SEC filings are
also available at the SEC’s website at
http://www.sec.gov.
INFORMATION INCORPORATED BY
REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into
this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information
that we file with the SEC will automatically update and supersede
that information. Any statement contained in a previously filed
document incorporated by reference will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus modifies or replaces that
statement.
We
incorporate by reference our documents listed below and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, which we
refer to as the “Exchange Act” in this prospectus, between the date
of this prospectus and the termination of the offering of the
securities described in this prospectus. We are not, however,
incorporating by reference any documents or portions thereof,
whether specifically listed below or filed in the future, that are
not deemed “filed” with the SEC, including any information
furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related
exhibits furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus and any accompanying prospectus supplement incorporate
by reference the documents set forth below that have previously
been filed with the SEC:
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Our
Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on March 7, 2022. |
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Our
Current Reports on Form 8-K filed with the SEC on February 22, 2022, February 7, 2022, February 2, 2022, January 19, 2022, January 12, 2022. |
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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. |
All
reports and other documents we subsequently file pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this Offering, including all such documents we may
file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration
statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into
this prospectus and deemed to be part of this prospectus from the
date of the filing of such reports and documents.
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.
236
Fifth Avenue, Suite 400
New
York, NY 10001
(866)
351-5907
152,912
Shares of Common Stock
PROSPECTUS
July
7, 2022
LifeMD (NASDAQ:LFMD)
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