LifeMD Inc
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 11, 2024
LFMD$1.74-16.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are included as part of this Annual Report.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date/Period End Date |
| 2.1 | Stock Purchase Agreement, dated as of January 11, 2022, by and among Cleared Technologies, PBC, identified stockholders, and LifeMD, Inc. | 8-K | 2.1 | 1/12/2022 |
| 2.2 | Amendment to Stock Purchase Agreement, dated as of February 4, 2023, by and among Cleared Technologies, PBC, identified stockholders, and LifeMD, Inc. | 8-K | 2.1 | 2/10/2023 |
| 2.3 | Asset Purchase Agreement, dated as of January 13, 2022, by and between WorkSimpli Software LLC and East Fusion FZCO | 8-K | 2.1 | 2/22/2022 |
| 2.4 | Promissory Note dated as of October 19, 2021, issued by WorkSimpli Software LLC to LifeMD, Inc. | 8-K | 2.2 | 2/22/2022 |
| 2.5 | First Addendum, dated as of February 14, 2022, to Promissory Note, issued by WorkSimpli Software LLC to LifeMD, Inc. | 8-K | 2.3 | 2/22/2022 |
| 2.6 | Equity Purchase Guarantee Agreement, dated as of February 14, 2022, by and among Fitzpatrick Consulting LLC, Sean Fitzpatrick and LifeMD, Inc. | 8-K | 2.4 | 2/22/2022 |
| 2.7 | Stock Option Pledge Agreement, dated as of February 12, 2022, by and between Fitzpatrick Consulting LLC and LifeMD, Inc. | 8-K | 2.5 | 2/22/2022 |
| 2.8 | Amendment to Stock Purchase Agreement, dated as of February 4, 2023 | 8-K | 2.1 | 2/10/2023 |
| 3.1 | Certificate of Incorporation, As Amended | 10-K | 3.1 | 3/22/2023 |
| 3.2 | Bylaws of Immudyne, Inc., effective April 9, 2018 | S-1 | 3.3 | 10/18/2012 |
| 4.1 | Form of Convertible Note | 8-K | 4.1 | 8/19/2019 |
| 4.2 | Form of Warrant | 8-K | 4.2 | 8/19/2019 |
| 4.3 | Form of Convertible Redeemable Promissory Note | 8-K | 4.1 | 5/27/2020 |
| 4.4 | Form of PA Warrant | 8-K | 4.1 | 11/4/2020 |
| 4.5 | Form of Non-Qualified Option Agreement (Non-Employee Director Awards) | 8-K | 4.2 | 1/14/2021 |
| 4.6 | Form of Non-Qualified Option Agreement (Employee Awards) | 8-K | 4.3 | 1/14/2021 |
| 4.7 | Form of Restricted Stock Award Agreement | 8-K | 4.4 | 1/14/2021 |
| 4.8 | Description of Securities | 10-K | 4.9 | 3/7/2021 |
| 4.9 | Form of Debenture | 8-K | 4.1 | 6/3/2021 |
| 4.10 | Form of Warrant | 8-K | 4.2 | 6/3/2021 |
| 4.11 | Form of Senior Indenture | S-3 | 4.5 | 6/8/2021 |
| 4.12 | Form of Subordinated Indenture | S-3 | 4.6 | 6/8/2021 |
| 10.1# | Employment Agreement by and between the Company and Mr. Sean Fitzpatrick, dated July 23, 2018 | 8-K | 10.2 | 10/29/2018 |
| 10.2# | Employment Agreement by and between the Company and Mr. Stefan Galluppi, dated March 18, 2019 | 10-Q | 10.10 | 8/14/2019 |
| 10.3 | Form of Securities Purchase Agreement | 8-K | 10.1 | 8/19/2019 |
| 10.4 | Form of Lock-Up Agreement | 8-K | 10.2 | 8/19/2019 |
| 10.5 | Amended and Restated Promissory Note, dated May 8, 2019 by and between LegalSimpli Software, LLC and Conversion Labs PR LLC | 8-K | 10.1 | 5/13/2019 |
| 10.6 | Security Agreement, dated May 8, 2019 and between LegalSimpli Software, LLC and Conversion Labs PR LLC | 8-K | 10.2 | 5/13/2019 |
| 10.7 | Membership Interest Purchase Agreement by and between the Company, Conversion Labs PR LLC, Taggart International Trust and American Nutra Tech LLC, dated April 25, 2019 | 8-K | 10.1 | 7/31/2019 |
| 10.8 | Second Amended and Restated Limited Liability Company Operating Agreement of Conversion Labs PR | 8-K | 10.2 | 7/31/2019 |
| 10.9 | Operating Agreement of Conversion Labs RX, LLC | 8-K | 10.1 | 6/7/2019 |
| 10.10 | Strategic Partnership Agreement, dated May 31, 2019, by and between Conversion Labs RX, LLC and Specialty Medical Drugstore (d/b/a GoGo Meds) | 8-K | 10.4 | 6/7/2019 |
| 10.11 | Amendment to Kalkstein Consulting Agreement | 8-K | 10.1 | 3/20/2019 |
| 10.12 | Consulting Agreement, dated May 31, 2019, by and between Conversion Labs, Inc. and Harborside Advisors, LLC | 8-K | 10.2 | 6/7/2019 |
| 10.13 | Consulting Agreement, dated May 31, 2019, by and between Conversion Labs, Inc. and Happy Walters | 8-K | 10.3 | 6/7/2019 |
| 10.14 | Amendment to Kalkstein Consulting Agreement, by and between Conversion Labs, Inc. and Robert Kalkstein | 8-K | 10.1 | 3/20/2019 |
| 10.15# | Fitzpatrick Amendment by and between the Company and Mr. Sean Fitzpatrick | 8-K | 10.1 | 1/24/2020 |
| 10.16# | Employment Agreement by and between the Company and Mr. Nicholas Alvarez | 8-K | 10.2 | 1/24/2020 |
| 10.17 | Alpha 2019 Note Repayment and Warrant Amendment | 10-Q | 10.3 | 5/19/2020 |
| 10.18 | Alpha 2018 Warrant Amendment | 10-Q | 10.4 | 5/19/2020 |
| 10.19 | Brio 2019 Note Repayment and Warrant Amendment | 10-Q | 10.5 | 5/19/2020 |
| 10.20 | Brio 2018 Warrant Amendment | 10-Q | 10.6 | 5/19/2020 |
| 10.21 | Form of Purchase Agreement | 10-Q | 10.7 | 5/19/2020 |
| 10.22 | Consulting Agreement by and between the Company and Auxo Technology Labs | 10-Q | 10.8 | 5/19/2020 |
| 10.23 | Secured Convertible Promissory Note, dated July 27, 2020 | 8-K | 10.1 | 7/28/2020 |
| 10.24 | Form Securities Purchase Agreement | 8-K | 10.1 | 8/31/2020 |
| 10.25 | Form of Warrant | 8-K | 10.2 | 8/31/2020 |
| 10.26 | Form of Registration Rights Agreement | 8-K | 10.3 | 8/31/2020 |
| 10.27 | Form of Consulting Agreement | 8-K | 10.4 | 8/31/2020 |
| 10.28 | Form of Warrant Purchase Agreement | 8-K | 10.5 | 8/31/2020 |
| 10.29 | Form of Consulting Warrant | 8-K | 10.6 | 8/31/2020 |
| 10.30 | Form of Purchased Warrant | 8-K | 10.7 | 8/31/2020 |
| 10.31 | Letter from Borgers dated September 28, 2020 | 8-K | 16.1 | 9/29/2020 |
| 10.32 | Amended Consulting Agreement | 8-K | 10.1 | 9/30/2020 |
| 10.33 | Form of Securities Purchase Agreement | 8-K | 10.1 | 11/4/2020 |
| 10.34 | Form of Registration Rights Agreement | 8-K | 10.2 | 11/4/2020 |
| 10.35 | Form of Lock-Up Agreement | 8-K | 10.3 | 11/4/2020 |
| 10.36# | Employment Agreement, dated November 20, 2020 by and between Conversion Labs, Inc. and Eric H. Yecies | 8-K | 10.1 | 11/25/2020 |
| 10.37# | Employment Agreement, dated November 27, 2020, by and between Conversion Labs, Inc. and Brad Roberts | 8-K | 10.1 | 12/3/2020 |
| 10.38# | Amended and Restated Employment Agreement, dated December 8, 2020, by and between Conversion Labs, Inc. and Nicholas Alvarez | 8-K | 10.1 | 12/11/2020 |
| 10.39# | Amended and Restated Employment Agreement, dated December 21, 2020, by and between Conversion Labs, Inc. and Brad Roberts | 8-K | 10.1 | 12/28/2020 |
| 10.40# | Employment Agreement, dated January 5, 2021, by and between the Company and Bryant Hussey | 8-K | 10.1 | 1/11/2021 |
| 10.41# | Employment Agreement, dated January 11, 2021, by and between the Company and Anthony Puopolo | 8-K | 10.1 | 1/14/2021 |
| 10.42 | Form of CVLB PR Exchange Agreement | 8-K | 10.1 | 1/26/2021 |
| 10.43 | Form of CVLB PR MIPA | 8-K | 10.2 | 1/26/2021 |
| 10.44 | Form of Founding Members MIPA | 8-K | 10.3 | 1/26/2021 |
| 10.45 | Amendment to LSS Operating Agreement | 8-K | 10.4 | 1/28/2021 |
| 10.46 | Fitzpatrick Option Agreement | 8-K | 10.5 | 1/28/2021 |
| 10.47 | Pathak Option Agreement | 8-K | 10.6 | 1/28/2021 |
| 10.48# | Employment Agreement, dated February 4, 2021, by and between the Company and Marc Benathen | 8-K | 10.1 | 2/10/2021 |
| 10.49 | Form of Securities Purchase Agreement | 8-K | 10.1 | 2/12/2021 |
| 10.50 | Form of Registration Rights Agreement | 8-K | 10.2 | 2/12/2021 |
| 10.51# | Employment Agreement, dated January 14, 2021, by and between Conversion Labs, Inc. and Corey Deutsch | 8-K | 10.1 | 2/4/2021 |
| 10.52# | Consulting Service Agreement, dated April 1, 2020, by and between the Company and JLS Ventures, LLC | 10-K | 10.56 | 3/30/2021 |
| 10.53# | Amended Employment Agreement, dated February 3, 2021, by and between the Company and Corey Deutsch | 8-K | 10.2 | 2/3/2021 |
| 10.54 | Form of Securities Purchase Agreement, dated June 1, 2021, by and between the Company and the Purchasers | 8-K | 10.1 | 6/3/2021 |
| 10.55 | Form of Registration Rights Agreement | 8-K | 10.2 | 6/3/2021 |
| 10.56 | Form of Company Security Agreement | 8-K | 10.3 | 6/3/2021 |
| 10.57 | Form of Guarantor Security Agreement | 8-K | 10.4 | 6/3/2021 |
| 10.58 | Form of Guaranty Agreement | 8-K | 10.5 | 6/3/2021 |
| 10.59 | Form of Intellectual Property Security Agreement | 8-K | 10.6 | 6/3/2021 |
| 10.60# | Employment Agreement, dated June 10, 2021, by and between the Company and Alex Mironov | 10-Q | 10.8 | 8/13/2021 |
| 10.61# | First Amendment to Amended and Restated Employment Agreement, dated June 15, 2021, by and between the Company and Brad Roberts | 10-Q | 10.9 | 8/13/2021 |
| 10.62# | Second Amendment to Amended and Restated Employment Agreement, dated June 29, 2021, by and between the Company and Brad Roberts | 10-Q | 10.11 | 8/13/2021 |
| 10.63# | First Amendment to the Amended and Restated Employment Agreement between Nicholas Alvarez and LifeMD, Inc., dated July 19, 2021 | 8-K | 10.1 | 7/22/2021 |
| 10.64# | Renewed Director Agreement, dated July 30, 2021, by and between LifeMD, Inc. and Roberto Simon | 8-K | 10.1 | 8/4/2021 |
| 10.65# | Non-Qualified Stock Option Agreement by and between the Company and Alexander Mironov, dated June 10, 2021 | 10-Q | 10.14 | 8/13/2021 |
| 10.66# | Director Agreement between LifeMD, Inc. and Naveen Bhatia, dated September 8, 2021 | 8-K | 10.1 | 9/13/2021 |
| 10.67# | Consulting Services Agreement between Naveen Bhatia and LifeMD, Inc., dated September 8, 2021 | 8-K | 10.2 | 9/13/2021 |
| 10.68# | Renewed Director Agreement, dated September 7, 2021, by and between LifeMD, Inc. and John Strawn | 10-Q | 10.3 | 11/10/2021 |
| 10.69# | Renewed Director Agreement, dated September 21, 2021, by and between LifeMD, Inc. and Dr. Joseph V. DiTrolio | 10-Q | 10.5 | 11/10/2021 |
| 10.70# | First Amendment dated January 27, 2022 to the Employment Agreement between Marc Benathen and LifeMD, Inc. | 8-K | 10.1 | 2/2/2022 |
| 10.71# | First Amendment dated January 27, 2022 to the Employment Agreement between Eric Yecies and LifeMD, Inc. | 8-K | 10.2 | 2/2/2022 |
| 10.72# | First Amendment dated February 4, 2022 to the Employment Agreement between Maria Stan and LifeMD, Inc. | 8-K | 10.1 | 2/7/2022 |
| 10.73# | Employment Agreement dated March 15, 2021 between Maria Stan and LifeMD, Inc. | 8-K | 10.2 | 2/7/2022 |
| 10.74# | LifeMD, Inc. Amended and Restated 2020 Equity and Incentive Plan | 10-K | 4.5 | 3/22/2023 |
| 10.75# | Director Agreement, dated September 14, 2022, between LifeMD, Inc. and Robert Jindal | 8-K | 10.1 | 9/20/2022 |
| 10.76# | Restricted Stock Award Agreement, dated September 14, 2022, between LifeMD, Inc. and Robert Jindal | 8-K | 10.2 | 9/20/2022 |
| 10.77# | Non-Qualified Stock Option Agreement, dated September 14, 2022, between LifeMD, Inc. and Robert Jindal | 8-K | 10.3 | 9/20/2022 |
| 10.78# | Director Agreement, dated December 15, 2022, between LifeMD, Inc. and Kate Walsh | 8-K | 10.1 | 12/21/2022 |
| 10.79# | Restricted Stock Award Agreement, dated December 15, 2022, between LifeMD, Inc. and Kate Walsh | 8-K | 10.2 | 12/21/2022 |
| 10.80# | Non-Qualified Stock Option Agreement, dated December 15, 2022, between LifeMD, Inc. and Kate Walsh | 8-K | 10.3 | 12/21/2022 |
| 10.81# | Employment Agreement between Jessica Friedeman and LifeMD, Inc. dated January 3, 2023 | 10-K | 10.82 | 3/22/2023 |
| 10.82# | Restricted Stock Award Agreement between Jessica Friedeman and LifeMD, Inc. dated January 3, 2023 | 10-K | 10.83 | 3/22/2023 |
| 10.83# | Director and Officer Indemnification Agreement between Jessica Friedeman and LifeMD, Inc. dated January 3, 2023 | 10-K | 10.84 | 3/22/2023 |
| 10.84# | Director Agreement, dated February 9, 2023, between LifeMD, Inc. and Joan LaRovere | 8-K | 10.1 | 2/10/2023 |
| 10.85# | Restricted Stock Award Agreement, dated February 9, 2023, between LifeMD, Inc. and Joan LaRovere | 8-K | 10.2 | 2/10/2023 |
| 10.86# | Non-Qualified Stock Option Agreement, dated February 9, 2023, between LifeMD, Inc. and Joan LaRovere | 8-K | 10.3 | 2/10/2023 |
| 10.87 | Loan and Security Agreement among LifeMD, Inc., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated March 21, 2023 | 8-K | 10.1 | 3/23/2023 |
| 10.88 | Supplement to Loan and Security Agreement among LifeMD, Inc., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated March 21, 2023 | 8-K | 10.2 | 3/23/2023 |
| 10.89 | Form of Warrant issued to Avenue Venture Opportunities | 8-K | 10.3 | 3/23/2023 |
| 10.90 | Form of Promissory Note issued to Avenue Venture Opportunities | 8-K | 10.4 | 3/23/2023 |
| 10.91# | Third Amendment to Amended and Restated Employment Agreement, dated June 13, 2023, by and between the Company and Brad Roberts | 10-Q | 10.1 | 8/9/2023 |
| 10.92# | Restricted Stock Award Agreement dated June 13, 2023 between Brad Roberts and LifeMD, Inc. | 10-Q | 10.2 | 8/9/2023 |
| 10.93# | Director and Officer Indemnification Agreement between Brad Roberts and LifeMD, Inc. dated June 13, 2023 | 10-Q | 10.3 | 8/9/2023 |
| 10.94# | Consulting Services Agreement, dated June 14, 2023, by and between the Company and Naveen Bhatia | 10-Q | 10.4 | 8/9/2023 |
| 10.95# | Consulting Services Agreement, dated June 14, 2023, by and between the Company and Robert Jindal | 10-Q | 10.5 | 8/9/2023 |
| 10.96# | Second Amendment dated June 15, 2023 to the Employment Agreement between Eric Yecies and LifeMD, Inc. | 8-K | 10.3 | 6/20/2023 |
| 10.97# | Restricted Stock Award Agreement dated June 15, 2023 between Eric Yecies and LifeMD, Inc | 8-K | 10.4 | 6/20/2023 |
| 10.98# | Director Agreement, dated June 20, 2023 between LifeMD, Inc. and William J. Febbo | 8-K | 10.1 | 6/22/2023 |
| 10.99# | Restricted Stock Award Agreement, dated June 20, 2023, between LifeMD, Inc. and William J. Febbo | 8-K | 10.2 | 6/22/2023 |
| 10.100# | Non-Qualified Stock Option Agreement, dated June 20, 2023, between LifeMD, Inc. and William J. Febbo | 8-K | 10.3 | 6/22/2023 |
| 10.101# | Consulting Services Agreement, dated May 30, 2023, between LifeMD, Inc. and William J. Febbo | 8-K | 10.4 | 6/22/2023 |
| 10.102 | First Amendment dated September 26, 2023 to the Credit Agreement among Avenue Venture Opportunities Fund II, L.P., Avenue Venture Opportunities Fund, L.P. and LifeMD, Inc. | 10-Q | 1.1 | 11/8/2023 |
| 10.103# | Second Amendment dated July 11, 2023 to the Employment Agreement between Marc Benathen and LifeMD, Inc. | 8-K | 10.3 | 7/14/2023 |
| 10.104# | Restricted Stock Award Agreement dated July 11, 2023 between Marc Benathen and LifeMD, Inc | 8-K | 10.4 | 7/14/2023 |
| 10.105# | Amended and Restated First Amendment dated July 26, 2023 to the Amended and Restated Employment Agreement between Nicholas Alvarez and LifeMD, Inc. | 10-Q | 10.3 | 11/8/2023 |
| 10.106# | Restricted Stock Award Agreement dated July 26, 2023 between Nicholas Alvarez and LifeMD, Inc | 10-Q | 10.4 | 11/8/2023 |
| 10.107# | Employment Agreement dated April 1, 2022 between Justin Schreiber and LifeMD, Inc. | 8-K | 10.1 | 11/14/2023 |
| 10.108# | First Amendment dated November 13, 2023 to the Employment Agreement between Justin Schreiber and LifeMD, Inc. | 8-K | 10.2 | 11/14/2023 |
| 10.109# | Restricted Stock Award Agreement dated November 13, 2023 between Justin Schreiber and LifeMD, Inc. | 8-K | 10.3 | 11/14/2023 |
| 10.110* | Separation Agreement dated March 9, 2024 between Brad Roberts and LifeMD, Inc. | |||
| 21.1* | List of Subsidiaries | |||
| 23.1* | Independent Registered Public Accounting Firm’s Consent | |||
| 24.1* | Powers of Attorney (included on signature page) | |||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. | |||
| 31.2* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. | |||
| 32.1** | Section 1350 Certification of Chief Executive Officer. | |||
| 32.2** | Section 1350 Certification of Chief Financial Officer. | |||
| 97* | Policy Relating to Recovery of Erroneously Awarded Compensation | |||
| 101.INS* | Inline XBRL Instance Document | |||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) | |||
# Indicates management contract or compensatory plan, contract or arrangement.
** Filed herewith.*
**Furnished herewith
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.