8-K
LifeMD, Inc. (LFMD)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities and Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 28, 2021
LifeMD,INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-39785 | 76-0238453 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
800Third Avenue, Suite 2800
NewYork, NY 10022
(Addressof principal executive offices, including zip code)
(866)351-5907
(Registrant’stelephone 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<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> 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<br> Stock, par value $0.01 per share | LFMD | The<br> Nasdaq Capital 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. [ ]
Item8.01 Other Events.
On May 28, 2021, LifeMD, Inc. (the “Company”) issued a press release announcing that all shareholders lawsuits filed against the Company have been voluntarily dismissed. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Item9.01. Exhibits.
(d)Exhibits
| ExhibitNo. | Exhibit |
|---|---|
| 99.1 | Press Release, dated May 28, 2021 |
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:<br> June 1, 2021 | By: | /s/ Justin Schreiber |
| Justin<br> Schreiber<br><br> <br>Chief<br> Executive Officer |
Exhibit99.1
Plaintiffsin Shareholder Suits Drop Claims Against LifeMD
Casesvoluntarily dismissed; company remains focused on growth, increasing access to healthcare via telemedicine.
NEWYORK, May 28, 2021 — LifeMD, Inc. (“the Company”) (NASDAQ: LFMD), a leading direct-to-patient telehealth company, announced today that all shareholder suits filed against the company have been voluntarily dismissed. The two cases – Owens v. LifeMD (Case No. 1:21-cv-03384-PAC) and Cho v. LifeMD (Case No. 1:21-cv-04004-PAC) – were both filed in the U.S. District Court for the Southern District of New York last month.
“We are pleased that these meritless class-action suits have been withdrawn. We remain laser-focused on using technology to make healthcare more accessible and affordable for people from all walks of life,” said Justin Schreiber, LifeMD’s Chairman and CEO. “We pursue our mission with transparency and integrity – always putting our patients first – and we’re very proud of that.”
The Owens and Cho plaintiffs’ law firms filed the notices of voluntary dismissal on May 18 and 19, respectively, court records show.
AboutLifeMD
LifeMD, Inc. is a rapidly growing direct-to-patient, telehealth company, offering cash-pay virtual medical care across all 50 states. LifeMD’s telemedicine platform enables virtual access to affordable and convenient medical treatment from licensed providers and, when appropriate, prescription medications and over-the-counter products delivered directly to the patient’s home. To learn more, visit www.LifeMD.com
CautionaryNote Regarding Forward Looking Statements
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects -- both business and financial. While we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to LifeMD, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.
CompanyContact
LifeMD, Inc.
Marc Benathen, CFO
Email Contact
InvestorRelations Contact
Ashley Robinson
LifeSci Advisors, LLC