Current Report Filing (8-k)
April 19 2021 - 4:24PM
Edgar (US Regulatory)
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): April 19, 2021
LifeMD,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-39785
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76-0238453
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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800
Third Avenue, Suite 2800
New
York, NY 10022
(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:
[
]
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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LFMD
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The
Nasdaq Capital Market
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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
2.02 Results of Operations and Financial Condition.
On
April 19, 2021, LifeMD, Inc. (the “Company”) issued a press release announcing that expected revenue for the first fiscal
quarter of 2021 exceeds previous guidance provided by the Company. The text of the press release is furnished as Exhibit 99.1 and incorporated
herein by reference.
Item
7.01 Regulation FD Disclosure.
The
information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information
currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties.
Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current
growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results,
as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements.
Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by applicable securities laws.
The
information in Item 2.02 and Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.
The
Press Release can also be found on our website at https://ir.lifemd.com/press-release-details.php#/?newsId=2212270.
Item
9.01. Exhibits.
(d)
Exhibits
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.
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LifeMD,
Inc.
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Dated:
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April
19, 2021
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By:
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/s/
Justin Schreiber
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Justin
Schreiber
Chief
Executive Officer
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