Current Report Filing (8-k)
November 14 2022 - 08:54AM
Edgar (US Regulatory)
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2022-11-11 2022-11-11 0000948320
LFMD:SeriesCumulativePerpetualPreferredStock0.0001PerShareMember
2022-11-11 2022-11-11 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of
1934
Date
of Report (Date of earliest event reported):
November 11, 2022
LIFEMD,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware |
|
001-39785 |
|
76-0238453 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
236 Fifth Avenue,
Suite 400
New York,
NY
10001
(Address
of principal executive offices, including zip code)
(866)
351-5907
(Registrant’s telephone number, including
area code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
LFMD |
|
The
Nasdaq Capital Market |
Series
A Cumulative Perpetual Preferred Stock, $0.0001 per
share |
|
LFMDP |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
Emerging
growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosures.
Pursuant
to Regulation FD, LifeMD, Inc. (the “Company”) hereby furnishes
investor presentation materials (the “Presentation
Material”). The Company
expects to use the Presentation Material, in whole or in part, and
possibly with modifications, in connection with presentations to
investors, analysts and others commencing on November 11,
2022.
By filing this Current Report on Form 8-K and furnishing the
information contained herein, the Company makes no admission as to
the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD. The information
contained in the Presentation Material is summary information that
is intended to be considered in the context of the Company’s
Securities and Exchange Commission (“SEC”) filings and other public
announcements that the Company may make, by press release or
otherwise, from time to time. The Company undertakes no duty or
obligation to publicly update or revise the information contained
in this report, although it may do so from time to time as its
management believes is warranted. Any such updating may be made
through the filing of other reports or documents with the SEC,
through press releases or through other public
disclosure.
The
information provided under this Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, is “furnished” and shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any Company filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, except as shall be expressly
set forth by specific reference in such filing. The Presentation
Material can also be found on the Company’s website
at https://lifemd.com.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes information that may constitute
forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions, and
expectations regarding future events, which in turn are based on
information currently available to the Company. By their nature,
forward-looking statements address matters that are subject to
risks and uncertainties. Forward-looking statements include,
without limitation, statements relating to projected industry
growth rates, the Company’s current growth rates and the Company’s
present and future cash flow position. A variety of factors could
cause actual events and results, as well as the Company’s
expectations, to differ materially from those expressed in or
contemplated by the forward-looking statements. Risk factors
affecting the Company are discussed in detail in the Company’s
filings with the SEC. The Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except to
the extent required by applicable securities laws.
Item
9.01. Exhibits.
(d)
Exhibits
The
following exhibit relating to Item 7.01 shall be deemed to be
furnished and not filed:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
LIFEMD,
INC. |
|
|
|
|
Dated: |
November
11, 2022 |
By: |
/s/
Eric Yecies |
|
|
|
Eric
Yecies |
|
|
|
General
Counsel and Chief Compliance Officer |
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