LifeMD, Inc.

Previous wording

As of March 31, 2026, LifeMD served over 365,000 active patient subscribers across a range of healthcare needs, including primary care, men’s and women’s health, hormone health, weight management, insomnia, dermatology and cardiology. We provide virtual clinical services as well as prescription and over-the-counter (“OTC”) treatments, when medically appropriate.

Current wording

As of June 30, 2026, LifeMD served approximately 356,000 active patient subscribers across a range of healthcare needs, including primary care, men’s and women’s health, hormone health, weight management, insomnia, dermatology and cardiology. We provide virtual clinical services as well as prescription and over-the-counter (“OTC”) treatments, when medically appropriate.

Previous wording

Our virtual primary care services are primarily offered through a subscription model. Since inception, we have served approximately 1,492,000 patients and customers, expanding access to convenient, and high-quality healthcare.

Current wording

Our virtual primary care services are primarily offered through a subscription model. Since inception, we have served more than 1,552,000 patients and customers, expanding access to convenient, and high-quality healthcare.

Previous wording

In June 2024, we began accepting commercial and government health insurance for our virtual primary care services, including obesity-related care for medically qualified patients. As of March 31, 2026, our network covered approximately 112 million lives, including approximately 30 million Medicare Fee-for-Service beneficiaries. By June 1, 2026, we expect to expand coverage to approximately 230 million lives, representing approximately 80% of commercially insured lives in the U.S., 70% of Medicare Advantage beneficiaries, and Medicare Fee-for-Service beneficiaries.

Current wording

In June 2024, we began accepting commercial and government health insurance for our virtual primary care services, including obesity-related care for medically qualified patients. As of June 30, 2026, our network covers approximately 175 million lives including commercially insured lives, Medicare Advantage beneficiaries, and Medicare Fee-for-Service beneficiaries.

Previous wording

The LifeMD brand is our flagship virtual primary care and specialty platform, having served over 514,000 customers and patients to date. This brand provides patients with access to affiliated high-quality providers for their urgent care and chronic care needs. The LifeMD brand is a mobile-first full-service destination that provides seamless access to comprehensive virtual medical care including on-demand consultations and treatment, prescription medications, diagnostics and imaging, wellness coaching, integration with in-home tools and more. This offering is also supported by partnerships that provide our patients with benefits such as substantial discounts on lab work and direct integrations and collaborations with pharmaceutical manufacturers that offer patients convenient and affordable access to important medications. The LifeMD brand addresses high-growth and historically underserved healthcare verticals through defined specialty care programs as noted below.

Current wording

The LifeMD brand is our flagship virtual primary care and specialty platform, having served approximately 559,000 customers and patients to date. This brand provides patients with access to affiliated high-quality providers for their urgent care and chronic care needs. The LifeMD brand is a mobile-first full-service destination that provides seamless access to comprehensive virtual medical care including on-demand consultations and treatment, prescription medications, diagnostics and imaging, wellness coaching, integration with in-home tools and more. This offering is also supported by partnerships that provide our patients with benefits such as substantial discounts on lab work and direct integrations and collaborations with pharmaceutical manufacturers that offer patients convenient and affordable access to important medications. The LifeMD brand addresses high-growth and historically underserved healthcare verticals through defined specialty care programs as noted below.

Previous wording

Our Weight Management Program, launched in April 2023 with a focus on GLP-1 medications, provides primary care, metabolic coaching, lab work and prescription services (as appropriate) to patients seeking to access a medically supported weight loss solution. In September 2024, we expanded our Weight Management Program to offer personalized, non-GLP-1 treatment plan consisting of three oral medications – metformin, bupropion, and topiramate – which is expected to grow the program’s addressable market. Since inception, our Weight Management Program has grown exponentially to over 98,000 patient subscribers as of March 31, 2026.

Current wording

Our Weight Management Program, launched in April 2023 with a focus on GLP-1 medications, provides primary care, metabolic coaching, lab work and prescription services (as appropriate) to patients seeking to access a medically supported weight loss solution. In September 2024, we expanded our Weight Management Program to offer personalized, non-GLP-1 treatment plan consisting of three oral medications – metformin, bupropion, and topiramate – which is expected to grow the program’s addressable market. Since inception, our Weight Management Program has grown exponentially to approximately 108,000 patient subscribers as of June 30, 2026.

Previous wording

Rex MD is our men’s telehealth platform focused on conditions that are often underdiagnosed or undertreated due to stigma, inconvenience, or limited access to specialized providers. Since launch, Rex MD has served approximately 717,000 customers and patients. The platform delivers virtual diagnosis, treatment, and prescription medications for men’s health conditions including erectile dysfunction, premature ejaculation, hair loss, insomnia, weight loss and performance anxiety. Services are provided through our affiliated licensed medical providers, and prescription therapies are dispensed either through our wholly owned pharmacy or through partner pharmacies, as clinically appropriate.

Current wording

Rex MD is our men’s telehealth platform focused on conditions that are often underdiagnosed or undertreated due to stigma, inconvenience, or limited access to specialized providers. Since launch, Rex MD has served approximately 732,000 customers and patients. The platform delivers virtual diagnosis, treatment, and prescription medications for men’s health conditions including erectile dysfunction, premature ejaculation, hair loss, insomnia, weight loss and performance anxiety. Services are provided through our affiliated licensed medical providers, and prescription therapies are dispensed either through our wholly owned pharmacy or through partner pharmacies, as clinically appropriate.

Previous wording

During the three months ended September 30, 2025, the Company identified and corrected errors related to the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers as well as various out-of-period amounts included in our previously issued financial statements that were deemed to be quantitatively and qualitatively immaterial, individually and in the aggregate, to the financial statements in the periods recorded or to the relevant prior periods. Information presented in the tables below for the three months ended March 31, 2025 has been revised to reflect these corrections. See Note 3—Revisions to Previously Issued Financial Statements for more details.

Current wording

During the three months ended September 30, 2025, the Company identified and corrected errors related to the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers as well as various out-of-period amounts included in our previously issued financial statements that were deemed to be quantitatively and qualitatively immaterial, individually and in the aggregate, to the financial statements in the periods recorded or to the relevant prior periods. Information presented in the tables below for the three and six months ended June 30, 2025 has been revised to reflect these corrections. See Note 3—Revisions to Previously Issued Financial Statements for more details.

Previous wording

Cost of telehealth revenue. Cost of telehealth revenue, which primarily include product costs, pharmacy fulfilment costs, physician consult fees, and shipping costs directly attributable to our prescription and OTC products decreased by approximately 27% to approximately $5.9 million for the three months ended March 31, 2026 compared to approximately $8.1 million for the three months ended March 31, 2025. The cost of telehealth revenue decrease was due to product mix, decreased telehealth product sales volume and decreased shipping costs during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025. Telehealth costs were 12% of associated telehealth revenues during the three months ended March 31, 2026 compared to 16% of associated telehealth revenues during the three months ended March 31, 2025.

Current wording

Cost of telehealth revenue. Cost of telehealth revenue, which primarily includes product costs, pharmacy fulfilment costs, physician consult fees, and shipping costs directly attributable to our prescription and OTC products decreased by approximately 23% to approximately $5.3 million for the three months ended June 30, 2026 compared to approximately $6.8 million for the three months ended June 30, 2025. The cost of telehealth revenue decrease was due to product mix, decreased telehealth product sales volume and decreased shipping costs during the three months ended June 30, 2026 when compared to the three months ended June 30, 2025. Telehealth costs were 11% of associated telehealth revenues during the three months ended June 30, 2026 compared to 14% of associated telehealth revenues during the three months ended June 30, 2025.

Previous wording

Gross profit. Gross profit increased by 3% to approximately $44.2 million for the three months ended March 31, 2026 compared to approximately $42.8 million for the three months ended March 31, 2025. Gross profit as a percentage of revenues was approximately 88% for the three months ended March 31, 2026 as compared to approximately 84% for the three months ended March 31, 2025. The increase in gross profit as a percentage of revenues was primarily due to product mix and decreased shipping costs on telehealth product revenues in the three months ended March 31, 2026.

Current wording

Gross profit. Gross profit decreased by 0.4% to approximately $42.0 million for the three months ended June 30, 2026 compared to approximately $42.2 million for the three months ended June 30, 2025. Gross profit as a percentage of revenues was approximately 89% for the three months ended June 30, 2026 as compared to approximately 86% for the three months ended June 30, 2025. The increase in gross profit as a percentage of revenues was primarily due to product mix and decreased shipping costs on telehealth product revenues in the three months ended June 30, 2026.

Previous wording

Total expenses. Operating expenses for the three months ended March 31, 2026 were approximately $53.2 million, as compared to approximately $43.9 million for the three months ended March 31, 2025. This represents an increase of 21%, or approximately $9.2 million. The increase is primarily attributable to:

Current wording

Total expenses. Operating expenses for the three months ended June 30, 2026 were approximately $49.1 million, as compared to approximately $44.5 million for the three months ended June 30, 2025. This represents an increase of 10%, or approximately $4.6 million. The increase is primarily attributable to:

Previous wording

The above increases in expenses were partially offset by the following decrease in expenses:

Current wording

The above increases in operating expenses were partially offset by the following decreases in operating expenses:

Previous wording

Interest income (expense), net. Interest income (expense), net consists of interest income on the Company’s cash account balances for the three months ended March 31, 2026 and interest expense on the Avenue Facility, partially offset by interest income on the Company’s cash account balances for the three months ended March 31, 2025. Interest income was approximately $56 thousand for the three months ended March 31, 2026 compared to interest expense of $464 thousand for the three months ended March 31, 2025. The Company extinguished the Avenue Facility on August 5, 2025.

Current wording

Interest income (expense), net. Interest income (expense), net consists of interest income on the Company’s cash account balances for the three months ended June 30, 2026 and interest expense on the Avenue Facility, partially offset by interest income on the Company’s cash account balances for the three months ended June 30, 2025. Interest income was approximately $46 thousand for the three months ended June 30, 2026 compared to interest expense of $661 thousand for the three months ended June 30, 2025. The Company extinguished the Avenue Facility on August 5, 2025.

Previous wording

Telehealth revenue, net. Telehealth revenues for the three months ended March 31, 2026 decreased by approximately 1% to approximately $50.2 million compared to approximately $50.9 million for the three months ended March 31, 2025. The decrease in revenues was attributable to a decrease in telehealth product revenue of approximately $1.0 million due to a decrease in online sales demand partially offset by an increase in telehealth subscription revenue which experienced an increase of approximately $280 thousand during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in online sales demand.

Current wording

Total revenue, net. Revenues for the six months ended June 30, 2026 were approximately $97.4 million, a decrease of 2% compared to approximately $99.9 million for the six months ended June 30, 2025. The decrease in revenues was attributable to a decrease in telehealth product revenue of approximately $3.0 million primarily due to a decrease in online sales demand, partially offset by an increase in telehealth subscription revenue, primarily for LifeMD virtual primary care which experienced an increase of approximately $534 thousand during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to an increase in online sales demand.

Previous wording

Working capital decreased by approximately $8.1 million during the three months ended March 31, 2026. The decrease in current assets is primarily attributable to a decrease in cash of $2.3 million, partially offset by an increase in other current assets of $1.2 million and an increase in accounts receivable of $550 thousand. Current liabilities increased by $8.0 million, which was primarily attributable to an increase in accounts payable and accrued expenses of $6.8 million and an increase in deferred revenue of $1.2 million.

Current wording

Working capital decreased by approximately $14.8 million during the six months ended June 30, 2026. The decrease in current assets is primarily attributable to a decrease in cash of $11.6 million, partially offset by an increase in accounts receivable of $2.0 million. Current liabilities increased by $5.0 million, which was primarily attributable to an increase in accounts payable and accrued expenses of $5.0 million.

Previous wording

Net cash provided by operating activities was approximately $445 thousand for the three months ended March 31, 2026, as compared with approximately $3.1 million for the three months ended March 31, 2025. The significant factors contributing to the net cash provided by operating activities during the three months ended March 31, 2026, include: (1) an increase in accounts payable and accrued expenses of $6.8 million, (2) $2.0 million in non-cash depreciation and amortization, (3) $1.4 million in non-cash stock-based compensation charges, and (3) an increase in deferred revenue of $1.2 million. These increases were partially offset by: (1) the Company’s net loss of $8.9 million for the three months ended March 31, 2026, (2) an increase in other current assets of $1.2 million, and (3) an increase in accounts receivable of $550 thousand. The significant factors contributing to the net cash provided by operating activities during the three months ended March 31, 2025, include: (1) $2.5 million in non-cash stock-based compensation charges and (2) $1.8 million in non-cash depreciation and amortization. These increases were partially offset by: (1) a decrease in accounts payable and accrued expenses of $2.3 million and (2) the Company’s net loss of $1.6 million for the three months ended March 31, 2025. Net cash provided by operating activities of discontinued operations was $2.8 million for the three months ended March 31, 2025.

Current wording

Net cash used in operating activities was approximately $6.5 million for the six months ended June 30, 2026, as compared with net cash provided by operating activities of approximately $11.7 million for the six months ended June 30, 2025. The significant factors contributing to the net cash used in operating activities during the six months ended June 30, 2026, include: (1) the Company’s net loss of $16.0 million and (2) an increase in accounts receivable of $2.0 million. These decreases were partially offset by: (1) an increase in accounts payable and accrued expenses of $5.0 million, (2) $4.0 million in non-cash depreciation and amortization and (3) $2.2 million in non-cash stock-based compensation charges. The significant factors contributing to the net cash provided by operating activities during the six months ended June 30, 2025, include: (1) $4.6 million in non-cash stock-based compensation charges, (2) $3.7 million in non-cash depreciation and amortization, (3) an increase in accounts payable and accrued expenses of $3.2 million and (4) a decrease in accounts receivable of $1.5 million. These increases were partially offset by: (1) the Company’s net loss of $4.7 million and (2) a decrease in deferred revenue of $2.6 million. Net cash provided by operating activities of discontinued operations was $5.3 million for the six months ended June 30, 2025.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 was approximately $2.1 million, as compared with approximately $2.9 million for the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2026, was due to cash paid for capitalized software costs of approximately $2.0 million, and cash paid for the purchase of equipment of approximately $105 thousand. Net cash used in investing activities for the three months ended March 31, 2025, was due to cash paid for capitalized software costs of approximately $1.9 million, and cash paid for the purchase of equipment of approximately $118 thousand. Net cash used in investing activities of discontinued operations was $863 thousand for the three months ended March 31, 2025.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 was approximately $3.7 million, as compared with approximately $6.6 million for the six months ended June 30, 2025. Net cash used in investing activities for the six months ended June 30, 2026, was due to cash paid for capitalized software costs of approximately $3.5 million, and cash paid for the purchase of equipment of approximately $173 thousand. Net cash used in investing activities for the six months ended June 30, 2025, was due to cash paid for capitalized software costs of approximately $3.9 million, and cash paid for the purchase of equipment of approximately $894 thousand. Net cash used in investing activities of discontinued operations was $1.7 million for the six months ended June 30, 2025.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2026 was approximately $696 thousand as compared with approximately $813 thousand for the three months ended March 31, 2025. Net cash used in financing activities for the three months ended March 31, 2026, consisted of preferred stock dividends of $777 thousand partially offset by $81 thousand of cash proceeds received from the exercise of options. Net cash used in financing activities for the three months ended March 31, 2025, consisted of preferred stock dividends of $777 thousand. Net cash used in financing activities of discontinued operations was $36 thousand for the three months ended March 31, 2025.

Current wording

Net cash used in financing activities for the six months ended June 30, 2026 was approximately $1.5 million as compared with approximately $3.9 million for the six months ended June 30, 2025. Net cash used in financing activities for the six months ended June 30, 2026, consisted of preferred stock dividends of $1.6 million partially offset by $81 thousand of cash proceeds received from the exercise of options. Net cash used in financing activities for the six months ended June 30, 2025, consisted of: (1) principal repayments on the Avenue Credit Agreement of approximately $2.1 million and (2) preferred stock dividends of $1.6 million. Net cash used in financing activities of discontinued operations was $312 thousand for the six months ended June 30, 2025.

Previous wording

On January 2, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. (“Citizens”), which provides for a senior secured revolving credit facility in an aggregate outstanding amount not exceeding $30 million (the “Credit Facility”) to support potential corporate development and/or shareholder value creation initiatives. The Credit Facility may be increased in the aggregate principal amount of up to $20 million on the terms and subject to the conditions described in the Credit Agreement. In connection with the Credit Agreement, among other things, the Company issued a revolving loan note to Citizens for any loans that may be made under the Credit Facility. Additionally, among other things, the Company and its subsidiaries entered into a pledge and security agreement and a guarantee agreement to provide credit support for the Credit Facility. The Credit Facility requires the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 and (ii) a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00. As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant and was out of compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Facility, which is the ratio of (a) the Consolidated EBIT of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, to (b) Consolidated Interest Expense of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters ended March 31, 2026, as those capitalized terms are defined in the Credit Agreement. Compliance with the Consolidated Interest Coverage Ratio was adversely impacted by an increase of approximately $7.6 million, or 34%, in selling and marketing costs during the three months ended March 31, 2026, resulting from additional sales and marketing initiatives to drive the current and future periods’ sales growth. Among its remedies, Citizens could determine that there has been an Event of Default, deny access to funds under the Credit Facility, and/or it could terminate the Credit Facility. Discussions on the terms of an amendment to the Credit Agreement or waiver of compliance with the covenant are ongoing. As of March 31, 2026 and to date, the Company had not drawn any amounts under the Credit Facility.

Current wording

On January 2, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A. (“Citizens”), which provides for a senior secured revolving credit facility in an aggregate outstanding amount not exceeding $30 million (the “Credit Facility”) for general corporate purposes. The Credit Facility may be increased in the aggregate principal amount of up to $20 million on the terms and subject to the conditions described in the Credit Agreement. In connection with the Credit Agreement, among other things, the Company issued a revolving loan note to Citizens for any loans that may be made under the Credit Facility. Additionally, among other things, the Company and its subsidiaries entered into a pledge and security agreement and a guarantee agreement to provide credit support for the Credit Facility. The Credit Agreement required the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00 and (ii) a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00, in each case commencing with the quarter ended March 31, 2026. As of March 31, 2026, the Company was in compliance with the Consolidated Leverage Ratio covenant and was out of compliance with the Consolidated Interest Coverage Ratio covenant contained in the Credit Agreement. On June 30, 2026, the Company entered into the Waiver and First Amendment to the Credit Agreement (“Credit Agreement Waiver and First Amendment”) with Citizens. Under the terms of the Credit Agreement Waiver and First Amendment, the Company received a waiver of any Event of Default which has occurred as a result of the Company’s non-compliance with the Consolidated Interest Coverage Ratio covenant as of March 31, 2026. Additionally, the Credit Agreement Waiver and First Amendment further amends the Credit Agreement by removing the Consolidated Interest Coverage Ratio test and requiring the Company to maintain (i) a Consolidated Leverage Ratio not to exceed 2.50 to 1.00, (ii) a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to 1.00, and (iii) the sum of its Cash on Hand and Unused Availability of at least $40 million, in each case, commencing with the quarter ended September 30, 2026, with those capitalized terms as defined in the Credit Agreement Waiver and First Amendment. As of June 30, 2026 and to date, the Company had not drawn any amounts under the Credit Facility. Refer to Note 8—Indebtedness for additional information.

Previous wording

The Company expects that its existing cash as of March 31, 2026 of $34.5 million and net proceeds from the sale of common stock under the ATM Sales Agreement will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of these unaudited consolidated financial statements.

Current wording

The Company expects that its existing cash as of June 30, 2026 of $25.1 million and net proceeds from the sale of common stock under the ATM Sales Agreement will be sufficient to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of these unaudited consolidated financial statements.