false 0000948320 0000948320 2025-07-31 2025-07-31 0000948320 LFMD:CommonStockParValue0.01PerShareMember 2025-07-31 2025-07-31 0000948320 LFMD:Sec8.875SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember 2025-07-31 2025-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): July 31, 2025

 

LIFEMD, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39785   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

236 Fifth Avenue, Suite 400

New York, NY 10001

(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:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   LFMD   The Nasdaq Global Market
8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share   LFMDP   The Nasdaq Global Market

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 31, 2025, LifeMD, Inc. (the “Company”) publicly announced the appointment of Shayna Webb Dray as the Chief Operating Officer of the Company effective March 27, 2025.

 

Shayna Webb Dray, age 38, is an accomplished operations and supply chain executive with over 15 years of experience in transforming operations within high-growth and established organizations. Her expertise lies in driving improved outcomes and reducing costs through process optimization and collaborative team building. Ms. Webb Dray is dedicated to continuous improvement, creating quality experiences, and implementing innovative solutions, consistently delivering significant annual savings and enhanced process function.

 

Prior to her appointment as Chief Operating Officer of the Company, Ms. Webb Dray served as the Senior Vice President of Operations of the Company from September 2023 to July 2025. In this role, she was responsible for the launch and subsequent scaling of the Company’s weight management program, as well as overseeing day-to-day management of the Care Center, Pharmacy, Clinical Operations, and the Project Management Office. Ms. Webb Dray previously served as the Head of Supply Chain & Procurement of the Company from May 2021 to September 2023, where she spearheaded the creation of a comprehensive supply chain strategy. Before that, as the Executive Director of Operations at Kaplan Publishing, a subsidiary of Graham Holdings Company, from March 2016 to May 2021, she generated substantial annual savings through supply chain optimization and advised on key operational and strategic initiatives.

 

Ms. Webb Dray holds a Bachelor of Science in Supply Chain Management and Marketing from Syracuse University, where she was a Brethen Scholar.

 

There are no family relationships between Ms. Webb Dray and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no related party transactions between the Company and Ms. Webb Dray reportable under Item 404(a) of Regulation S-K.

 

In connection with Ms. Webb Dray’s appointment as Chief Operating Officer of the Company, the Company and Ms. Webb Dray entered into a Third Amendment, dated July 27, 2025, to the Confidential Offer Letter between the Company and Ms. Webb Dray, dated April 14, 2021, as amended on November 8, 2023 and May 7, 2024 (as amended, the “Employment Agreement”), pursuant to which Ms. Webb Dray receives a base salary of $400,000. On July 27, 2025, the Company and Ms. Webb Dray also entered into a Restricted Stock Unit Award Agreement, pursuant to which she received 100,000 restricted stock units (“RSUs”), of which (i) 10,000 RSUs will vest on January 1, 2026, (ii) 20,000 RSUs will vest on January 1, 2027, (iii) 20,000 RSUs will vest on January 1, 2028, (iv) 25,000 RSUs will vest on the Company’s healthcare business achieving certain annualized EBITDA targets, on or before December 31, 2027, and (v) 25,000 RSUs will vest on the Company’s healthcare business achieving certain annualized EBITDA targets, on or before December 31, 2027.

 

Upon termination of Ms. Webb Dray’s employment with the Company without “Cause” or for “Good Reason,” as such terms are defined in the Restricted Stock Unit Award Agreement, any then unvested, time-based Restricted Stock Units scheduled to vest in less than one year from the date of such termination shall vest in a pro rata manner. Unvested RSUs will vest immediately prior to the closing of a “Change of Control,” as defined in the Restricted Stock Unit Award Agreement. The award may be forfeited in the event of Ms. Webb Dray’s breach of certain covenants contained in the Restricted Stock Unit Award Agreement.

 

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 Employment Agreement and the Restricted Stock Unit Award Agreement, and such description is qualified in its entirety by reference to the full text of the agreements, which are filed as exhibits and incorporated by reference into this Current Report on Form 8-K.

 

 

 

 

Item 8.01 Other Events

 

On July 31, 2025, the Company issued a press release announcing the appointment of Shayna Webb Dray as the Chief Operating Officer of the Company. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit   Description
     
10.1   Confidential Offer Letter, dated April 14, 2021 between LifeMD, Inc. and Shayna Webb Dray
10.2   First Amendment to Employment Agreement, dated November 8, 2023 between LifeMD, Inc. and Shayna Webb Dray
10.3   Second Amendment to Employment Agreement, dated May 7, 2024 between LifeMD, Inc. and Shayna Webb Dray
10.4   Third Amendment to Employment Agreement, dated July 27, 2025 between LifeMD, Inc. and Shayna Webb Dray
10.5   Restricted Stock Unit Award Agreement, dated July 27, 2025, between LifeMD, Inc. and Shayna Webb Dray
99.1   Press Release, dated July 31, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  LIFEMD, INC.
     
Dated: July 31, 2025 By: /s/ Eric Yecies
    Eric Yecies
    Chief Legal Officer and General Counsel

 

 

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into as of November 8, 2023 (the “First Amendment Effective Date”) by and between Shayna Dray, an individual and resident of the State of Rhode Island, (the “Employee”) and LifeMD, Inc. (formerly known as Conversion Labs, Inc.), (the “Company”), a Delaware Corporation. The Employee and the Company are also each hereinafter referred to individually as a “Party” and together as the “Parties”.

 

RECITALS

 

WHEREAS, on or around April 14, 2021, (“Effective Date”), the Company and the Employee entered into an Employment Agreement (the “Employment Agreement”) whereby Employee was hired—effective May 3, 2021—to serve the Company (starting in the capacity as Head, Supply Chain & Procurement with a base salary of $165,000, a target bonus of 20% of base salary, and an equity grant of 40,000 options (all having an exercise price of $13.74 per share), effective June 24, 2021 (i.e., shareholder approval date of the 2021 amendment to the 2020 Equity and Incentive Plan) and subject to monthly vesting over a period of 36 months;

 

WHEREAS, as part of the annual merit review process: (i) on or about April 4, 2022, Employee was awarded 5,000 restricted shares, vesting in full on April 4, 2025; and (ii) Employee’s base salary was increased to $175,000, effective May 11, 2022.

 

WHEREAS, as part of the annual merit review process, effective on May 1, 2023, Employee’s base salary was increased to $200,000.

 

WHEREAS, effective on or about October 7, 2023, Employee’s title was changed to Senior VP, Operations.

 

WHEREAS, for avoidance of doubt, other than the amendments set forth below in this First Amendment, all other provisions of the Employment Agreement remain in effect today and moving further, unless and until amended in the future.

 

WHEREAS, the Parties desire to further amend the Employment Agreement to: (i) memorialize that the 5,000 restricted shares previously awarded on or about April 4, 2022 remain in effect and will vest in full on April 4, 2025; (ii) cancel the 40,000 stock options previously awarded under Section 4(d) of the Employment Agreement (all of which carry a $13.74 exercise price and are underwater); (iii) replace all cancelled awards with a new grant of 48,000 shares of restricted stock subject to vesting and other terms as described below; and (iv) make a contingent future grant of 12,000 shares of restricted stock subject to the contingencies and subsequent vesting, as described below.

 

 

 

 

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Preamble.

 

a. The 5,000 restricted shares previously awarded on or about April 4, 2022 remain in effect and continue to vest in full on April 5, 2025.

 

b. The 40,000 stock options previously awarded on or about June 24, 2021 are hereby cancelled.

 

2. Amendments. The Employment Agreement shall be further amended as follows, in accordance with the terms and conditions of Section 8 thereof:

 

a.The Equity Compensation Section of the Employment Agreement is hereby added:

 

Replacement of Stock Option and Long-Term Equity Incentive. In exchange for the cancellation of the 40,000 stock options previously granted on or about May 3, 202, pursuant to the Company’s 2020 Equity and Incentive Plan (the “Plan”) and any amendments thereto, Employee:

 

(i) Shall receive, upon the First Amendment Effective Date, an award of 48,000 restricted shares of the Company’s common stock (“Restricted Shares”), vesting as follows, and in some cases, vesting upon achievement of personal performance milestones described below:

 

20,000 restricted shares vest on January 1, 2024;
10,000 restricted shares vest on January 1, 2025;
10,000 restricted shares vest on January 1, 2026;
4,000 restricted shares vest on 3/31/24 based on the performance of Employee in the 2023 calendar year, at the discretion of the CEO and approval by the Board of Directors; and
4,000 restricted shares vest on 3/31/25 based on the performance of Employee in the 2024 calendar year, at the discretion of the CEO and approval by the Board of Directors.

 

(ii) No later than the one-year anniversary of this Agreement (i.e., and as early as reasonably possible, based upon available grantable equity as explained hereinafter)—and subject to both (i) availability of grantable equity within the Company’s 2020 Equity and Incentive Plan (the “Plan”) and any amendments thereto at that time and (ii) Employee having not been previously terminated by the Company at that time—Employee shall then receive an additional 12,000 restricted shares (the “Future Restricted Shares”) of the Company’s common stock, vesting as follows, and in some cases, vesting upon achievement of Company performance milestones described below:

 

4,000 restricted shares vest upon the healthcare business achieving $100,000,000 in net revenue (defined as gross healthcare sales minus healthcare-related refunds and returns) with a 5% adjusted EBITDA margin, on or before December 31, 2025;

 

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4,000 restricted shares vest upon the healthcare business achieving $150,000,000 in net revenue with a 10% adjusted EBITDA margin, on or before December 31, 2026; and
4,000 restricted shares vest upon the healthcare business achieving $200,000,000 in net revenue with a 10% adjusted EBITDA margin, on or before December 31, 2027.

 

In the event that a change in control of the Company—as defined in the following paragraph—was scheduled to occur on a date before the Future Restricted Shares were capable of being granted to Employee, then the change in control of the Company will be contingent upon the inclusion and concurrent award of the Future Restricted Shares to Employee as part of the closing of that change in control event.

 

Except as otherwise set forth herein or in the associated Restricted Stock Agreement, vesting of the Restricted Shares will cease upon the termination of Employee’s employment with the Company subject to the terms of the Employment Agreement and any amendments thereto. All Restricted Shares vest immediately and become exercisable in full upon a Change in Control, regardless of whether or not any performance milestone has been met at the time of the Change in Control. As used herein, “Change of Control” means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, “Group” means any group or syndicate that would be considered a “person” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The foregoing grant of Restricted Shares shall be made on the Company’s customary form of restricted stock award for employees. All applicable awards under this First Amendment shall be subject to forfeiture or other penalties under any clawback or recoupment policy of the Company in effect from time to time.

 

3. Governing Law; Jurisdiction. This First Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal proceeding arising out of or based upon this First Amendment shall be instituted in the federal courts or the courts of the State of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.

 

4. Counterparts. This First Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.

 

[signature on next page]

 

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IN WITNESS WHEREOF, each of the undersigned hereby (a) executes this First Amendment to the Employment Agreement; (b) confirms its agreement with the provisions and covenants herein provided; and (c) agrees to be bound by this First Amendment to the Employment Agreement.

 

EXECUTED as of the First Amendment Effective Date, as set forth above.

 

LIFEMD, INC.  
     
By: /s/ Justin Schreiber  
  Justin Schreiber, Chairman & CEO  

 

EMPLOYEE

 

  /s/ Shayna Dray  
By: Shayna Dray, SVP, Operations  

 

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Exhibit 10.3

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of May 7, 2024 (the “Second Amendment Effective Date”) by and between Shayna Dray, an individual and resident of the State of Rhode Island, (the “Employee”) and LifeMD, Inc. (formerly known as Conversion Labs, Inc.), (the “Company”), a Delaware Corporation. The Employee and the Company are also each hereinafter referred to individually as a “Party” and together as the “Parties”.

 

RECITALS

 

WHEREAS, on or around April 14, 2021, (“Effective Date”), the Company and the Employee entered into an Employment Agreement (the “Employment Agreement”) whereby Employee was hired—effective May 3, 2021—to serve the Company (starting in the capacity as Head, Supply Chain & Procurement with a base salary of $165,000, a target bonus of 20% of base salary, and an equity grant of 40,000 options (all having an exercise price of $13.74 per share), effective June 24, 2021 (i.e., shareholder approval date of the 2021 amendment to the 2020 Equity and Incentive Plan) and subject to monthly vesting over a period of 36 months;

 

WHEREAS, as part of the annual merit review process: (i) on or about April 4, 2022, Employee was awarded 5,000 restricted shares, vesting in full on April 4, 2025; and (ii) Employee’s base salary was increased to $175,000, effective May 11, 2022.

 

WHEREAS, as part of the annual merit review process, effective on May 1, 2023, Employee’s base salary was increased to $200,000.

 

WHEREAS, effective on or about October 7, 2023, Employee’s title was changed to Senior VP, Operations.

 

WHEREAS, effective on or about November 8, 2023 (the “First Amendment Effective Date”), the Company and the Employee entered into the First Amendment to Employment Agreement (“First Amendment”), whereby the Parties further amended the Employment Agreement to: (i) memorialize that the 5,000 restricted shares previously awarded on or about April 4, 2022 remain in effect and will vest in full on April 4, 2025; (ii) cancel the 40,000 stock options previously awarded under Section 4(d) of the Employment Agreement (all of which carry a $13.74 exercise price and are underwater); (iii) replace all cancelled awards with a new grant of 48,000 shares of restricted stock subject to vesting and other terms as described therein; and (iv) make a contingent future grant of 12,000 shares of restricted stock subject to the contingencies and subsequent vesting, as described below.

 

WHEREAS, the Parties desire to further amend the Employment Agreement and First Amendment to better correlate with Employee’s increased professional responsibilities, whereby the Company: (i) increases Employee’s base salary; (ii) increases Employee’s target bonus; (iii) reaffirms that 20,000 restricted shares vested on January 1, 2024 to Employee; (iv) reaffirms that 4,000 restricted shares vested on March 31, 2024; (v) reaffirm that Employee’s 29,000 unvested Restricted Shares (10,000 + 5,000 + 10,000 + 4,000) and Employee’s 12,000 not-yet-granted Future Restricted Shares—a total of 41,000 restricted shares—will be incorporated into the vesting schedule, as described below; and (vi) award to Employee an additional 150,000 restricted shares of the Company’s common stock ((v) and (vi) collectively, the “Total Restricted Shares”), vesting upon achievement of personal and Company performance milestones, as described below.

 

 

 

 

WHEREAS, for avoidance of doubt, other than the amendments set forth below in this Second Amendment, all other provisions of the Employment Agreement and First Amendment remain in effect today and moving further, unless and until amended in the future.

 

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Preamble.

 

a. The 20,000 restricted shares previously awarded on or about November 8, 2023 remain in effect and vested in full on January 1, 2024.

 

b. The 4,000 restricted shares previously awarded on or about November 8, 2023 remain in effect and vested in full on March 31, 2024.

 

2. Amendments. The Employment Agreement and First Amendment shall be further amended as follows, in accordance with the terms and conditions of Section 8 thereof:

 

a.Base Salary: Employee’s Base Salary is increased to $300,000.

 

b.Bonus: Employee’s target bonus is increased to 40%.

 

c.The Equity Compensation Section of the Employment Agreement and First Amendment is hereby replaced:

 

Restatement Of 41,000 Unvested Restricted Shares Plus Additional 150,000 Restricted Shares. In addition to the incorporation below of the 41,000 Unvested Restricted Shares from the First Amendment, and pursuant to the Company’s 2020 Equity and Incentive Plan (the “Plan”) and any amendments thereto, Employee shall receive, upon the Second Amendment Effective Date, an additional award of 150,000 restricted shares of the Company’s common stock—which total 191,000 restricted shares (“Total Restricted Shares”), vesting as follows, and in some cases, vesting upon achievement of personal performance milestones described below:

 

23,000 restricted shares vest on January 1, 2025;
5,000 restricted shares vest on April 4, 2025;
23,000 restricted shares vest on January 1, 2026;
25,000 restricted shares vest on this Second Amendment Effective Date based on the performance of Employee in the 2023 calendar year, at the discretion of the CEO and approval by the Board of Directors; and
25,000 restricted shares vest on 3/31/25 based on the performance of Employee in the 2024 calendar year, at the discretion of the CEO and approval by the Board of Directors.

 

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30,000 restricted shares vest upon the healthcare business achieving $100,000,000 in net revenue (defined as gross healthcare sales minus healthcare-related refunds and returns) with a 5% adjusted EBITDA margin, on or before December 31, 2025;
30,000 restricted shares vest upon the healthcare business achieving $150,000,000 in net revenue with a 10% adjusted EBITDA margin, on or before December 31, 2026; and
30,000 restricted shares vest upon the healthcare business achieving $200,000,000 in net revenue with a 10% adjusted EBITDA margin, on or before December 31, 2027.

 

In the event that a change in control of the Company—as defined in the following paragraph—was scheduled to occur on a date before the Future Restricted Shares were capable of being granted to Employee, then the change in control of the Company will be contingent upon the inclusion and concurrent award of the Future Restricted Shares to Employee as part of the closing of that change in control event.

 

Except as otherwise set forth herein or in the associated Restricted Stock Agreement, vesting of the Restricted Shares will cease upon the termination of Employee’s employment with the Company subject to the terms of the Employment Agreement and any amendments thereto. All Restricted Shares vest immediately and become exercisable in full upon a Change in Control, regardless of whether or not any performance milestone has been met at the time of the Change in Control. As used herein, “Change of Control” means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, “Group” means any group or syndicate that would be considered a “person” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The foregoing grant of Restricted Shares shall be made on the Company’s customary form of restricted stock award for employees. All applicable awards under this Second Amendment shall be subject to forfeiture or other penalties under any clawback or recoupment policy of the Company in effect from time to time, including but not limited to the LifeMD, Inc. Incentive Compensation Recovery Policy (effective October 12, 2023).

 

3. Covenants of Employee.

 

a. Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Company may from time-to-time reasonably request or require;

 

b. Employee will obey all rules, regulations, and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services to the mutual benefit of the Parties;

 

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c. Employee will make available to the Company all information Employee has knowledge relating to the business of the Company or any of its Subsidiaries and will make all suggestions and recommendations that Employee feels will be of benefit to the Company;

 

d. Employee will fully account for all money, records, goods, wares, and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so;

 

e. During employment with the Company, its subsidiaries, and thereafter, the Employee will not divulge, transmit, or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization, or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customers, or plans with respect to the Company and its affiliates. The Employee will not use, directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates.

 

f. All files, records, correspondence, memoranda, notes, or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by the Employee or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be immediately delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of employment for any reason whatsoever.

 

g. While employed by the Company and its subsidiaries and for a period of three (3) months thereafter (the “Restricted Period”), the Employee shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business, directly or indirectly—limited to telehealth or telemedicine businesses—(i) participate in the ownership, management, operation, or control of; or (ii) consult with, be employed by, or otherwise render services to any said telehealth or telemedicine business. During the Restricted Period, the Employee shall not, privately or publicly: (i) solicit for business or accept the business of, any person or entity who is, or was at any time within the previous three (3) months, a customer of the Company (or potential customer with whom the Company had initiated contact) or its affiliates, unless Employee had contacts with said customer or potential customer prior to signing these Employment Terms (and for the avoidance of doubt, “customer” as used herein specifically excludes any and all patients of the Company’s affiliated medical group or and of any third-party medical provider to the Company); (ii) disparage or make derogatory, pejorative, or offensive remarks about the Company, it affiliates, or its brands, products, and offerings.

 

h. Employee represents and warrants that Employee’s performance under these Terms does not and will not violate the terms of any other agreement to which Employee is a party, including, without limitation, confidentiality, or non-competition agreements.

 

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i. Employee understands that in his performing work for the Company, he will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person that Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the Company.

 

j. Employee acknowledges and understands that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Employee’s duties hereunder, and (ii) he will communicate to any person to whom Employee communicates any material nonpublic information that such information is material nonpublic information and that the trading and disclosure restrictions in clause (i) above also apply to such person.

 

4. Termination of Employment. Employee’s employment with the Company will be “at-will.” Either the Company or Employee can terminate the employment at any time and for any reason, with or without notice by the Company, and with at least two weeks written notice by Employee. The Company may terminate the employment of the Employee with cause if the Company determines that, for example, Employee has:

 

a. materially breached any provision hereof, any Company approved policy or procedure (including but not limited to the Code of Ethics or any material provision of the Employee Handbook), habitually neglected the duties which Employee was required to perform under any provision of this Agreement, or any fiduciary duty owed to Company;

 

b. misappropriated funds or property of the Company or otherwise engaged in acts of dishonesty, fraud, embezzlement, misrepresentation, or other acts of moral turpitude, even if not in connection with the performance of Employee’s duties hereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if Employee were retained as an employee;

 

c. secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or any affiliate of the Company, including not limited to acts of self-dealing whether or not for personal gain, or failure to return any compensation amount required to be clawed back or returned to the Company by application of any applicable law or regulation; or

 

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d. failed to carry out and perform duties assigned to Employee in accordance with the terms hereof in a manner acceptable to the Company after a written demand for substantial performance is delivered to Employee which identifies the manner in which Employee has not substantially performed Employee’s duties and provided further that Employee shall be given a reasonable opportunity to cure such failure.

 

e. willfully, recklessly, or negligently violate any applicable state or federal law or regulation, including but not limited to failure or refusal to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sarbanes-Oxley Act and the regulations of the Securities and Exchange Commission promulgated thereunder; or

 

f. been convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

 

For purposes of this section, the Employee shall not be terminated for Cause without (i) reasonable notice to the Employee setting forth the reasons for the Company’s intention to Terminate for Cause and a reasonable opportunity to cure such situation (if capable of cure), (ii) an opportunity for the Employee, together with counsel, to be heard before the General Counsel and/or Chief Executive Officer of the Company, and (iii) delivery to the Employee of a notice of termination from the Company, finding that, in the good faith opinion of the General Counsel and/or Chief Executive Officer, the Employee had engaged in the conduct set forth above and specifying the particulars thereof in detail.

 

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5. Amendment and Waiver. This Agreement may not be changed orally but only by written documents signed by the Party against whom enforcement of any waiver, change, modification, extension, or discharge is sought; however, the amount of compensation to be paid to Employee for services to be performed for the Company hereunder may be changed from time to time by the Parties by written agreement without in any other way modifying, changing, or affecting this Agreement or the performance by Employee of any of the duties of his employment with the Company. Any such written agreement shall be, and shall be conclusively deemed to be, a ratification and confirmation of this Agreement, except as expressly set forth in such written amendment. The waiver by any Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach thereof, nor of any breach of any other term or provision of this Agreement.

 

6. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (a) three business days after being received by registered or certified mail, return receipt requested, postage prepaid, or (b) three business days after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in the case of the Company, to its principal office address or to [email protected] with confirmed return receipt, and in the case of Employee, to Employee’s residence address as shown on the records of the Company, Employee’s address on this Agreement (if not a residence), [***], or may be given by personal delivery thereof.

 

7. Entire Agreement. This Agreement forms the complete and exclusive statement of Employee’s employment agreement with the Company. It supersedes any other agreements, representations or promises made to Employee by anyone, whether oral or written. Changes in Employee’s employment terms, other than those changes expressly reserved to the Company’s discretion in this Agreement, require a written modification signed by an officer of the Company.

 

8. Force Majeure. Neither of the Parties shall be liable to the other for any delay or failure to perform hereunder, which delay or failure is due to causes beyond the control of said Party, including, but not limited to acts of God; acts of the public enemy; acts of the United States of America or any state, territory, or political subdivision thereof or of the District of Columbia; fires; floods; epidemics; quarantine restrictions; strike; or freight embargoes. Notwithstanding the foregoing provisions of this Section 12, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the Party claiming excusable delay

 

9. Dispute Resolution. In the event of any dispute arising under or pursuant to this Agreement, the Parties agree to attempt to resolve the dispute in a commercially reasonable fashion before instituting any litigation or arbitration (except for emergency injunctive relief). If the parties are unable to resolve the dispute within thirty (30) days, then the parties agree to mediate the dispute with a mutually agreed upon mediator in New York, NY. If the parties cannot agree upon a mediator within ten (10) days after either party shall first request commencement of mediation, each party will select a mediator within five (5) days thereof, and those mediators shall select the mediator to be used. The mediation shall be scheduled within thirty (30) days following the selection of the mediator. The parties further agree that any applicable statute of limitations will be tolled for the period of time from the date mediation is requested until 14 days following the mediation. If the mediation does not resolve the dispute, then the parties irrevocably and unconditionally agree to the arbitration provisions in Section 14.

 

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10. Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Employee’s employment with the Company, or the termination of Employee’s employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes(available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration.. The arbitration will take place in New York, NY unless otherwise agreed to by the Parties. Employee acknowledges that by agreeing to this arbitration procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event Employee intends to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Employee will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that Employee or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that Employee would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

 

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11. Successors.

 

a.  No rights or obligations of Employee under this Agreement may be assigned or transferred by Employee other than Employee’s rights to payments or benefits hereunder, which can be transferred only by will or the laws of descent and distribution. Upon Employee’s death, this Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee’s beneficiary or beneficiaries, personal or legal representatives, or estate to the extent any such person succeeds to Employee’s interests under this Agreement. Subject to compliance with the terms of any Company sponsored benefit plan, Employee shall be entitled to select and change a beneficiary or beneficiaries to receive following Employee’s death any benefit or compensation payable hereunder by giving the Company written notice thereof. In the event of Employee’s death or a judicial determination of Employee’s incompetence, reference in this Agreement to Employee shall be deemed, where appropriate, to refer to Employee’s beneficiary(ies), estate, or other legal representative(s).

 

b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns.

 

c. The Company shall have the right to assign this Agreement to any successor of substantially all of its business or assets, and any such successor shall be bound by all of the provisions hereof.

 

12. Governing Law; Jurisdiction. This Second Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal proceeding arising out of or based upon this Second Amendment shall be instituted in the federal courts or the courts of the State of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.

 

13. Counterparts. This Second Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.

 

[signature on next page]

 

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IN WITNESS WHEREOF, each of the undersigned hereby (a) executes this Second Amendment to the Employment Agreement; (b) confirms its agreement with the provisions and covenants herein provided; and (c) agrees to be bound by this Second Amendment to the Employment Agreement.

 

EXECUTED as of the Second Amendment Effective Date, as set forth above.

 

LIFEMD, INC.  
   
/s/ Justin Schreiber  
By: Justin Schreiber, Chairman & CEO  
     
EMPLOYEE  
     
/s/ Shayna Dray  
By: Shayna Dray, SVP, Operations  

 

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Exhibit 10.4

 

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Third Amendment”) is entered into as of July 27, 2025 (the “Third Amendment Effective Date”) by and between Shayna Dray, an individual and resident of the State of Rhode Island, (the “Employee”) and LifeMD, Inc. (formerly known as Conversion Labs, Inc.), (the “Company”), a Delaware Corporation. The Employee and the Company are also each hereinafter referred to individually as a “Party” and together as the “Parties”.

 

RECITALS

 

WHEREAS, on or around April 14, 2021, the Company and the Employee entered into an Employment Agreement (the “Employment Agreement”), with specific terms as disclosed therein.

 

WHEREAS, on or about November 8, 2023, the Company and the Employee entered into the First Amendment to Employment Agreement (“First Amendment”), with specific terms as disclosed therein.

 

WHEREAS, on or about May 7, 2024, the Company and the Employee entered into the Second Amendment to Employment Agreement (“Second Amendment”), with specific terms as disclosed therein.

 

WHEREAS, on or about March 31, 2025, as part of the annual merit review process, the Company increased the Employee’s base salary from $300,000 to $375,000 per year, and the Employee’s annual bonus target from 40% to 45%.

 

WHEREAS, the Parties desire to further amend the Employment Agreement and Amendments thereto to better correlate with Employee’s increased professional responsibilities as Chief Operating Officer, whereby the Company: (i) increases Employee’s base salary; (ii) award to Employee an additional 100,000 restricted stock units of the Company’s common stock, as described below.

 

WHEREAS, for avoidance of doubt, other than the amendments set forth below in this Third Amendment, all other provisions of the Employment Agreement, First Amendment, and Second Amendment remain in effect today and moving further, unless and until amended in the future.

 

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Amendments. The Employment Agreement and First Amendment shall be further amended as follows, in accordance with the terms and conditions of Section 8 thereof:

 

a.Base Salary: Employee’s Base Salary is increased to $400,000.
   
b.Additional Equity Compensation of 100,000 Restricted Stock Units:

 

 

 

 

Pursuant to the Company’s 2020 Equity and Incentive Plan (the “Plan”) and any amendments thereto, Employee shall receive, upon the Third Amendment Effective Date, an additional award of 100,000 restricted stock units (“RSUs”) of the Company’s common stock—under and subject to all of the provisions of a related award agreement (the “Restricted Stock Unit Award Agreement”), which is attached hereto as Exhibit A—vesting as follows:

 

10,000 RSUs vest on January 1, 2026;
   
20,000 RSUs vest on January 1, 2027; and
   
20,000 RSUs vest on January 1, 2028.
   
25,000 RSUs vest on the Company’s healthcare business achieving $25 million dollars in annualized EBITDA (on a trailing 12 months basis), on or before December 31, 2027.
   
25,000 RSUs vest on the Company’s healthcare business achieving $35 million dollars in annualized EBITDA (on a trailing 12 months basis), on or before December 31, 2027.

 

In the event that a change in control of the Company—as defined in the following paragraph—was scheduled to occur on a date before the Future Restricted Shares were capable of being granted to Employee, then the change in control of the Company will be contingent upon the inclusion and concurrent award of the Future Restricted Shares to Employee as part of the closing of that change in control event.

 

Except as otherwise set forth herein or in the associated Restricted Stock Agreement, vesting of the Restricted Shares will cease upon the termination of Employee’s employment with the Company subject to the terms of the Employment Agreement and any amendments thereto. All Restricted Shares vest immediately and become exercisable in full upon a Change in Control, regardless of whether or not any performance milestone has been met at the time of the Change in Control. As used herein, “Change of Control” means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, “Group” means any group or syndicate that would be considered a “person” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The foregoing grant of Restricted Shares shall be made on the Company’s customary form of restricted stock award for employees. All applicable awards under this Third Amendment shall be subject to forfeiture or other penalties under any clawback or recoupment policy of the Company in effect from time to time, including but not limited to the LifeMD, Inc. Incentive Compensation Recovery Policy (effective October 12, 2023).

 

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c.Indemnification. The Company agrees to indemnify the Employee for her activities as an Officer of the Company, as set forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit B. In addition, the Company shall reasonably increase the coverage limit of its directors’ and officers’ liability insurance policy (and not otherwise diminish the scope or value of such coverage) based on market conditions and advice received from the Audit Committee of the Board of Directors and shall thereafter maintain in effect such coverage with a coverage limit of at least that amount and containing not materially less favorable provisions.

 

2. Governing Law; Jurisdiction. This Third Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal proceeding arising out of or based upon this Third Amendment shall be instituted in the federal courts or the courts of the State of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.

 

3. Counterparts. This Third Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.

 

[signature on next page]

 

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IN WITNESS WHEREOF, each of the undersigned hereby (a) executes this Third Amendment to the Employment Agreement; (b) confirms its agreement with the provisions and covenants herein provided; and (c) agrees to be bound by this Third Amendment to the Employment Agreement.

 

EXECUTED as of the Third Amendment Effective Date, as set forth above.

 

LIFEMD, INC.  
     
  /s/ Justin Schreiber  
By: Justin Schreiber, Chairman & CEO  

 

EMPLOYEE  
   
  /s/ Shayna Dray  
By: Shayna Dray, Chief Operating Officer  

 

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Exhibit 10.5

 

EXHIBIT A

 

LIFEMD, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is made as of July 27, 2025 (the “Grant Date”) between LifeMD, Inc. (the “Company”), and Shayna Dray (the “Employee”).

 

WHEREAS, the Company desires to grant the Employee, Restricted Stock Units of the Company’s Common Stock, $0.01 par value (“RSUs”), subject to certain restrictions as set forth in this Agreement (this “Restricted Stock Unit Award Agreement” or “RSU Award” or “Award Agreement”), pursuant to the LifeMD, Inc. 2020 Equity Incentive Plan (the “Plan”) and any Amendments thereto (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan);

 

WHEREAS, the Compensation Committee of the Board of Directors (the “Board”) has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the RSUs herein to the Employee; and

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Employee an award of 100,000 Restricted Stock Units (RSUs). The RSUs shall vest in accordance with Section 2 hereof.

 

2. Vesting. The RSUs shall vest as follows:

 

Time-Based:

 

  10,000 RSUs vest on January 1, 2026;
  20,000 RSUs vest on January 1, 2027; and
  20,000 RSUs vest on January 1, 2028.

 

Company Performance-Based:

 

  25,000 RSUs vest on the Company’s healthcare business achieving $25 million dollars in annualized EBITDA (on a trailing 12 months basis), on or before December 31, 2027.
  25,000 RSUs vest on the Company’s healthcare business achieving $35 million dollars in annualized EBITDA (on a trailing 12 months basis), on or before December 31, 2027.

 

(a) The Restricted Stock Units shall be unvested on the Grant Date. The Restricted Stock Units shall vest per the aforementioned vesting schedule, subject to the terms herein and the Employee continuing to perform services for the Company on each applicable vesting date. In lieu of fractional vesting, the number of Restricted Stock Units shall be rounded up each time until fractional Restricted Stock Units are eliminated.

 

 

 

 

Notwithstanding the foregoing, upon termination of Employee’s employment with the Company without Cause (if termination is by the Company) or for Good Reason (if termination is by Employee)—as such terms are defined in the employment agreement of such Employee or if such term or terms is not defined in the employment agreement or there is not an employment agreement, as defined by the Plan—any then unvested, time-based Restricted Stock Units scheduled to vest in less than one year from the date of such termination shall vest in a pro rata manner (i.e., pro rata shares for service of a portion of a year through the termination date) immediately.

 

(b) However, notwithstanding any other provisions of this Agreement, at the option of the Board in its sole and absolute discretion, all Restricted Stock Units shall be immediately forfeited in the even any of the following events occur:

 

(i) The Employee purchases or sells securities of the Company without written authorization in accordance with the Company’s insider trading policy in effect;

 

(ii) The Employee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Employee or the benefit of a third party;

 

(iii) During the term of employment and for a period of one (1) year thereafter, the Employee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable;

 

(iv) During the term of employment and for a period of one (1) year thereafter, the Employee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Employee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Employee has actual knowledge of such prospective customer;

 

(v) The Employee fails to reasonably cooperate to affect a smooth transition of the Employee’s duties and to ensure that the Company is apprised of the status of all matters the Employee is managing or is unavailable for consultation after termination of employment of the Employee if such availability is a condition of any agreement to which the Company and the Employee are parties;

 

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(vi) The Employee fails to assign all of such Employee’s rights, title, and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data, and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Employee used or intended for use by or on behalf of the Company or the Company’s clients;

 

(vii) The Employee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation or goodwill of, the Company or its Affiliates or (ii) its directors, officers, or stockholders; or

 

(viii) A finding by the Board that the Employee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

 

In addition, all of the Restricted Stock Units shall, to the extent it is then unvested, vest immediately prior to the closing for any Change of Control. As used herein, “Change of Control” means (i) a bona fide transfer or series of related transfers of shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, “Group” means any group or syndicate that would be considered a “person” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The foregoing grant of Restricted Stock Units shall be made on the Company’s customary form of RSU award for employees. All applicable awards under this Second Amendment shall be subject to forfeiture or other penalties under any clawback or recoupment policy of the Company in effect from time to time, including but not limited to the LifeMD, Inc. Incentive Compensation Recovery Policy (effective October 12, 2023).

 

(c) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any other person or entity controlled by, in control of, or under common control with such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the power to direct or cause the direction of management policies (whether through ownership of voting securities, by contract, or otherwise, of a person or entity.

 

3. Termination of Relationship. With the exception as stated in Paragraph 2(a), upon the termination of employment, all unvested Restricted Stock Units shall be automatically and irrefutably forfeited. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, “employment”, “employ”, and like terms shall be construed to include any employment or consulting relationship with the Company or its Affiliates. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or a relationship as a member of the Board or vice versa shall not be treated as a termination of employment.

 

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4. Redemption. If any of the events specified in Section 2(b) of this Agreement occur within one (1) year from the last date of the Employee’s employment (the “Termination Date”), all Restricted Stock Units that vested during the one (1) year period ending on the Termination Date shall be forfeited and forthwith surrendered by the Employee to the Company within ten (10) days after the Employee receives written demand from the Company for such Restricted Stock Units.

 

5. Certificates/Book Entries. Certificates—which may be in electronic book entry format or other format used by the Company in ordinary course of doing business—evidencing the Restricted Stock Units will be issued by the Company and shall be registered in the Employee’s name promptly after the date the shares are vested. No certificates shall be issued for fractional shares, but rather rounded up to the next whole share.

 

6. Rights as a Stockholder. Neither the Employee, the Employee’s estate, nor the Transferee have any rights as a shareholder with respect to any Common Stock covered by the Restricted Stock Units unless and until such Restricted Stock Units have vested. “Transferee” shall mean an individual to whom such Employee’s vested Restricted Stock Units are transferred by will or by the laws of descent and distribution.

 

7. Legend on Certificates. The certificates representing the vested Restricted Stock Units delivered to the Employee as contemplated by Section 5 shall bear such legends, and be subject to such stop transfer orders, as the Company may deem advisable to give notice of restrictions imposed by this Agreement, the Plan, the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, or any applicable law. The Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

 

8. Transferability. To the extent that the Restricted Stock Units are then unvested, Employee shall not transfer, sell, assign, pledge, hypothecate or otherwise dispose of the Restricted Stock Units.

 

9. Employment by the Company. Nothing contained in this Agreement or in any other agreement entered into by the Company and the Employee contemporaneously with the execution of this Agreement (i) shall be deemed to obligate the Company or any of its Affiliates to employ the Employee in any capacity whatsoever, or (ii) shall prohibit or restrict the Company or any of its Affiliates from terminating the employment, if any, of the Employee at any time or for any reason whatsoever, and the Employee hereby acknowledges and agrees that neither the Company nor any other Person has made any representations or promises whatsoever to the Employee concerning the Employee’s employment or continued employment by the Company.

 

10. Sale of Shares Acquired. If the Employee is an officer (as defined by Section 16(b) of the Securities Exchange Act of 1934, as amended (“Section 16(b)”), any shares of the Company’s Common Stock acquired pursuant to RSU Awards granted hereunder cannot be sold by the Employee, subject to registration or an exemption from registration such as to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), until at least six (6) months elapse from the date of grant of this RSU Award, except in the case of death or disability or if the grant was exempt from the short-swing profit provisions of Section 16(b).

 

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11. Withholding. Employee acknowledges that the Employee is responsible for all liability for applicable tax related to the grant/issuance or vesting of this RSU Award. If/when Company decides to withhold such taxes on Employee’s behalf: Unless Employee uses a designated broker to sell shares with an aggregate fair market value sufficient to cover the amount required to be withheld by the Company, or the Employee delivers in cash or certified check the amount required to be withheld by the Company, the Company will issue the number of shares owed to the Employee under this Restricted Stock Unit Award less a number of shares equal to, in the aggregate, the amount of applicable tax related to the delivery of such shares.

 

12. Adjustments. The Restricted Stock Units under this Agreement shall be subject to the terms of the Plan, including but not limited to Section 3(b) (Changes in Stock) and 3(c) (Sale Events) of the Plan.

 

13. Limitation on Obligations. The Company’s obligation with respect to the Restricted Stock Units granted hereunder is limited solely to the delivery to the Employee of shares on the date when such shares are due to be delivered hereunder, and in no way shall the Company become obligated to pay cash in respect of such obligation. This RSU Award shall not be secured by any specific assets of the Company, nor shall any assets of the Company be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement. In addition, the Company shall not be liable to the Employee for damages relating to any delays in issuing the share certificates to him/her (or his/her designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

 

14. Securities Laws. Upon the vesting of any Restricted Stock Units, the Company may require the Employee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. The granting of the Restricted Stock Units hereunder shall be subject to all applicable laws, rules, and regulations and to such approvals of any governmental agencies as may be required.

 

15. Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties hereto are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in New York County, New York (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the Employment/Workplace Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding, and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

 

16. Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance, shall be governed or interpreted according to the laws of the State of New York without regard to choice of law considerations.

 

17. Restricted Stock Unit Award Subject to Plan. This Restricted Stock Unit Award shall be subject to the terms and provisions of the Plan. In the event of any conflict between this Agreement and the Plan, the terms of this Agreement shall control.

 

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18. Signature in Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be deemed one and the same instrument.

 

19. Copy of Plan. By execution of this Agreement, Employee acknowledges receipt of a copy of the Plan.

 

20. Employee Representations. Employee represents and acknowledges to the Company that:

 

(a) Employee and Employee’s advisers have had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Restricted Stock Units as Employee and Employee’s advisers have requested and have had full and free access and opportunity to inspect, review, examine, and inquire about such other information concerning the Company and its Affiliates as they have requested. Employee and Employee’s advisers have also been provided an opportunity to review and ask questions about the Plan.

 

(b) Employee has had an opportunity to consult with independent legal counsel regarding Employee’s rights and obligations under this Agreement and the Plan, and fully understands the terms and conditions contained herein. Employee is not relying on the Company or any of its employees, agents, or representatives with respect to the legal, tax, economic, and related considerations of an investment in the RSUs or vested shares. Employee understands that in the future the RSUs and/or vested shares may significantly increase or decrease in value, and the Company has not made any representation to the Employee about the potential future value of the Restricted Stock Units or vested shares.

 

(c) Employee understands and agrees that the investment in the Company involves a high degree of risk and that no guarantees have been or can be made about the future value of the Restricted Stock Units or the future profitability or success of the Company.

 

21. New Shares.

 

(a) Any shares of capital stock of the Company or any successor thereto (“New Shares”) issued by the Company from time to time (including without limitation in any stock split or stock dividend) with respect to Restricted Stock Units (“Old Shares”) shall also be treated as Restricted Stock Units for all purposes of this Agreement.

 

(b) The New Shares so issued shall at all times be vested in the same proportion as the Old Shares are vested. For example: (i) if none of the Old Shares are vested as of the date that the New Shares are issued, then none of the New Shares will be vested when issued, (ii) if, from time to time, 25% of the Old Shares become vested at any later date, then 25% of the New Shares shall also become vested on that date; and (ii) if all Old Shares are vested on a date, then all New Shares shall be vested on that date.

 

(c) The New Shares shall be subject to this Agreement, including without limitation Section 3 thereof, to the same extent as the Old Shares.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Award Agreement as of the date first written above.

 

  COMPANY:
   
  LIFEMD, INC.
   
  /s/ Justin Schreiber
  Justin Schreiber
  Chief Executive Officer & Chairman

 

  EMPLOYEE:
     
  /s/ Shayna Dray
  Name: Shayna Dray
  Personal Email: [***]
  Address: [***]
    [***]

 

-7-

 

 

 

Exhibit 99.1

 

 

LifeMD Names COO and Promotes Two Executives

 

NEW YORK, July 31, 2025LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual healthcare services, today announced the appointment of Shayna Webb Dray as its Chief Operating Officer. Ms. Webb Dray, an accomplished operations and supply chain executive with over 15 years of experience, has been an integral part of LifeMD’s growth, most recently serving as Senior Vice President of Operations.

 

“Shayna’s proven track record of building and managing an industry-leading operations team and infrastructure in a complex and rapidly growing environment makes her the ideal leader to step into the role of COO,” said Justin Schreiber, Chairman and Chief Executive Officer of LifeMD. “I am confident Shayna will play a pivotal role in supporting LifeMD’s growth into new verticals, and ensuring that the quality of care we provide and the overall patient experience is second to none in the industry.”

 

Ms. Webb Dray joined LifeMD in 2021 as the Head of Supply Chain and Procurement, where she spearheaded the creation of a comprehensive supply chain strategy. In 2023, she was named Senior Vice President of Operations and was responsible for the successful launch, operationalization and scaling of the company’s weight management program. She also oversees the strategic direction of the Care Center, Pharmacy, Clinical Operations and Project Management Office. Prior to joining LifeMD, she served as Executive Director of Operations at Kaplan Publishing, a Graham Holdings subsidiary. She holds a Bachelor of Science in Supply Chain Management and Marketing from Syracuse University, where she was a Brethen Scholar.

 

“It has been incredibly gratifying to be a part of the dynamic and collaborative team leading LifeMD’s tremendous growth,” said Ms. Webb Dray. “I look forward to continue delivering meaningful patient experiences alongside operational excellence, and transforming the future of healthcare.”

 

In addition, LifeMD has expanded Chief Marketing Officer Jessica Friedeman’s role to include oversight of Product as the Chief Marketing and Product Officer. Jacob Ellison, LifeMD’s Vice President of Analytics, has been appointed Chief Analytics Officer, where he will oversee the organization’s data strategy, AI innovation and FP&A.

 

“We are incredibly fortunate to have strong internal talent to drive enhancements across LifeMD,” added Mr. Schreiber. “Jessica’s dedication to delivering high quality, innovative products to patients makes her uniquely positioned to lead our product organization.” He continued, “Jacob’s insight into not just what the data says, but the impact it has on our business and our patients allows him to consistently drive value throughout the organization.”

 

 
 

 

About LifeMD, Inc.

 


LifeMD® is a leading provider of virtual primary care. LifeMD offers telemedicine, access to laboratory and pharmacy services, and specialized treatment across more than 200 conditions, including primary care, men’s and women’s health, weight management, and hormone therapy. The Company leverages a vertically integrated, proprietary digital care platform, a 50-state affiliated medical group, a state-of-the-art affiliated pharmacy, and a U.S.-based patient care center to increase access to high-quality and affordable care. For more information, please visit LifeMD.com.

 

Cautionary Note Regarding Forward Looking Statements

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this news release may be identified by the use of words such as: “believe,” “expect,” “anticipate,” “project,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” “predict,” “continue,” and “potential,” or, in each case, their negative or other variations or comparable terminology referencing future periods. Examples of forward-looking statements include, but are not limited to, statements regarding our financial outlook and guidance, short and long-term business performance and operations, future revenues and earnings, regulatory developments, legal events or outcomes, ability to comply with complex and evolving regulations, market conditions and trends, new or expanded products and offerings, growth strategies, underlying assumptions, and the effects of any of the foregoing on our future results of operations or financial condition.

 

Forward-looking statements are not historical facts and are not assurances of future performance. Rather, these statements are based on our current expectations, beliefs, and assumptions regarding future plans and strategies, projections, anticipated and unanticipated events and trends, the economy, and other future conditions, including the impact of any of the aforementioned on our future business. As forward-looking statements relate to the future, they are subject to inherent risk, uncertainties, and changes in circumstances and assumptions that are difficult to predict, including some of which are out of our control. Consequently, our actual results, performance, and financial condition may differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to, “Risk Factors” identified in our filings with the Securities and Exchange Commission, including, but not limited to, our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any amendments thereto. Even if our actual results, performance, or financial condition are consistent with forward-looking statements contained in such filings, they may not be indicative of our actual results, performance, or financial condition in subsequent periods.

 

Any forward-looking statement made in the news release is based on information currently available to us as of the date on which this release is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required under applicable law or regulation.

 

Investor Contact

Marc Benathen, Chief Financial Officer

[email protected]

 

Media Contact
Jessica Friedeman, Chief Marketing and Product Officer
[email protected]

 

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