Current Report Filing (8-k)
December 21 2022 - 3:40PM
Edgar (US Regulatory)
0000948320
false
0000948320
2022-12-15
2022-12-15
0000948320
LFMD:CommonStockParValue0.01PerShareMember
2022-12-15
2022-12-15
0000948320
LFMD:SeriesCumulativePerpetualPreferredStock0.0001PerShareMember
2022-12-15
2022-12-15
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): December 15, 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
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
December 15, 2022, LifeMD, Inc. (the “Company”) appointed Kathleen E. Walsh to the board of directors (the “Board”)
of the Company.
Ms.
Walsh has served as President and Chief Executive Officer of Boston Medical Center since 2010.
She previously served as Executive Vice President and Chief Operating Officer of Brigham and Women’s Hospital from 2005 to 2010.
Prior to that, she served as the Chief Operating Officer for NIBR and at Massachusetts General Hospital in positions including Senior
Vice President of Medical Services and at the MGH Cancer Center. She has also held hospital administrator positions in New York City
hospitals including Montefiore, Columbia Presbyterian Medical Center, Saint Luke’s—Roosevelt Hospital Center and the New
York City Health and Hospitals Corporation. Ms. Walsh was a member of the board of the Federal Reserve Bank of Boston until 2020. She
currently serves on the board of directors of the Boston Public Health Commission, the Massachusetts Hospital Association, Yale University,
the Association of American Medical Colleges, and the Pine Street Inn. Ms. Walsh served as a director of Navigant Consulting, Inc., a
management consultancy firm, from 2017 to 2020 and served on its Audit Committee; WellCare Health Plans, Inc., a health insurance company,
from 2017 to 2020 and served on its Audit Committee and IT Committee; Imprivata, Inc., an information technology security company, from
February 2016 until September 2016; and CAE Inc., a civil aviation simulation technology company, from June 2013 to August 2015 and served
on its Audit Committee. Ms. Walsh holds a B.A. and Master of Public Health from Yale University.
Related
Party Transactions
There
are no related party transactions with regard to Ms. Walsh reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
In
connection Ms. Walsh’s appointment to the Board, the Company and Ms. Walsh entered into a Director Agreement, whereby, as compensation
for her services as a member of the Board, Ms. Walsh 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. Additionally, Ms. Walsh shall be paid $6,000 per quarter,
as compensation for her services as a member of the Board. Unvested restricted shares and stock options will vest immediately in the
event that Ms. Walsh is removed as 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 respective award agreements.
The awards may be forfeited in the event of Ms. Walsh’s breach of certain covenants contained in the respective award agreements.
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 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 10.1 through 10.3 and incorporated by reference into this Current Report on Form 8-K.
Item
9.01. | Financial
Statements and Exhibits. |
Exhibit |
|
Description |
|
|
|
10.1 |
|
Director Agreement, dated December 15, 2022, between LifeMD, Inc. and Kate Walsh |
10.2 |
|
Restricted Stock Award Agreement, dated December 15, 2022, between LifeMD, Inc. and Kate Walsh |
10.3 |
|
Non-Qualified Stock Option Agreement, dated December 15, 2022, between LifeMD, Inc. and Kate Walsh |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: |
December
21, 2022 |
By: |
/s/
Eric Yecies |
|
|
|
Eric
Yecies |
|
|
|
General
Counsel and Chief Compliance Officer |
LifeMD (NASDAQ:LFMD)
Historical Stock Chart
From Aug 2024 to Sep 2024
LifeMD (NASDAQ:LFMD)
Historical Stock Chart
From Sep 2023 to Sep 2024