LifeMD Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following disclosures set forth certain information with respect to all securities sold by the Company during the three months ended March 31, 2024 without registration under the Securities Act:

On January 5, 2024, January 10, 2024, January 24, 2024, January 26, 2024, and March 26, 2024, the Company issued 150,000, 312,500, 65,000, 150,000 and 206,250 shares, respectively, of common stock, including vested restricted stock, for services to employees and consultants.

On February 4, 2023, the Company entered into the Cleared First Amendment between the Company and the sellers of Cleared. The Cleared First Amendment was amended to, among other things change the timing of the payment of the purchase price to $460 thousand paid at closing (which has already been paid by the Company), with the remaining amount to be paid in five quarterly installments beginning on or before February 6, 2023 and ending January 15, 2024. On January 16, 2024, the Company issued 95,821 shares of common stock related to the final quarterly installment payment due to the sellers of Cleared under the Cleared First Amendment.

On March 21, 2024 and March 25, 2024, the Company issued 793,483 and 474,993 shares, respectively, of common stock related to the cashless exercise of warrants.

On March 22, 2024, the Company issued 64,113 shares of common stock related to the cashless exercise of options.

On March 22, 2024, the Company issued 1,250 shares of common stock related to the exercise of options held by a former employee.

The above transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The Company relied upon the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated by the SEC under the Securities Act.