Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Joan LaRovere to the Board of Directors
On
February 9, 2023, LifeMD, Inc. (the “Company”) appointed Dr. Joan LaRovere to the board of directors (the
“Board”) of the Company.
Dr.
LaRovere is a Co-Founder and Vice President of Virtue Foundation, founded in 2002, as a non-profit organization with Special Consultative
Status to the United Nations whose mission is healthcare, education, and empowerment initiatives. She has served as an Assistant Professor
of Pediatrics at Harvard Medical School since 2011 and as a Senior Staff Physician for Cardiac Intensive Care for Boston Children’s
Hospital since 2011. Dr. LaRovere has been a Professional Advisor to the Delta V Summer Accelerator Program of Martin Trust Center for
MIT Entrepreneurship since 2016. She has also served as an Operating Partner for iSelect Fund, a venture firm which invests in companies
addressing critical global issues, since 2021. Previously, Dr. LaRovere served as Chief of the Pediatric Intensive Care Unit for The
Royal Brompton Hospital, a part of Imperial College Medical School, from 1999 to 2011. She also served as a Consulting Physician to Bupa
Cromwell Hospital from 2000 to 2011. She currently serves on the board of directors of Virtue Foundation, the Start MIT and MIT Fuse
EIR programs of the Martin Trust Center for MIT Entrepreneurship, and as a Director of Innovation and Outcomes at Boston Children’s
Hospital. Dr. LaRovere holds a Bachelor of Arts in Visual and Environmental Studies from Harvard
University, a Master of Science in Genetics from the University of St. Andrews, a Doctorate of Medicine from Columbia University Vagelos
College of Physicians and Surgeons, and a Master of Business Administration from the MIT Sloan School of Management.
Related
Party Transactions
There
are no related party transactions with regard to Dr. LaRovere reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
In
connection with Dr. LaRovere’s appointment to the Board, the Company and Dr. LaRovere entered into a Director Agreement, whereby,
as compensation for her services as a member of the Board, Dr. LaRovere 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, Dr. LaRovere
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 Dr. LaRovere 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 Dr. LaRovere’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.
Resignation
of Kathleen E. Walsh from the Board of Directors
Effective
February 9, 2023, Kathleen E. Walsh voluntarily resigned from her position as a member of the Board in connection with her appointment
as the Secretary of the Executive Office of Health and Human Services for the Commonwealth of Massachusetts. Ms. Walsh did not resign
as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.