LFMD 8-K
LifeMD, Inc. (LFMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On April 25, 2025, LifeMD, Inc. (the “Company”), entered into and closed on an Asset Purchase Agreement (the “Purchase Agreement”), by and among the Company; OHHMD, PLLC (“Seller”), a North Carolina professional limited liability company; Doug Lucas, DO, the sole member of OHHMD; and the Company’s affiliate LifeMD Southern Patient Medical Care, P.C., a Florida professional corporation (“PC Purchaser”).
Pursuant to the Purchase Agreement, the Company acquired key assets from Optimal Human Health MD, a nationwide women’s health virtual care provider, that are used in the operation of, or related to, a virtual clinical practice focusing on women’s health and hormone replacement therapies (the “Business”). The Company acquired the assets in exchange for 100,000 shares of the Company’s common stock, par value $0.01 per share, with 50,000 of those shares issued at closing, and 50,000 of those shares issued on the first anniversary of closing, and other nominal consideration.
In addition, pursuant to the Purchase Agreement, the Company agreed to make payments to Seller, contingent upon the achievement of certain milestones through the second anniversary of closing, if and when the Business reaches and maintains certain levels of active patients with accompanying quarterly revenue (the “Earn Out Consideration”). The Earn-Out Consideration would consist of 100,000 shares of the Company’s common stock, issued on the second anniversary of closing, if the Business reaches 2,500 active patients with an accompanying quarterly revenue of at least $2,500,000 and maintains this level for at least six full and consecutive calendar months on or prior to the eighteen-month anniversary of closing; and (ii) 100,000 shares of the Company’s common stock, issued on the second anniversary of closing if the Business reaches 5,000 active patients with an accompanying quarterly revenue of at least $4,500,000 and maintains this level for at least six full and consecutive calendar months on or prior to the second anniversary of closing.
In connection with the Purchase Agreement, PC Purchaser entered into a three-year employment agreement with Dr. Lucas, who will serve as the Company’s Vice President, Female Health & Clinical Operations, with the third year of employment on an “at-will” basis (the “Employment Agreement”). Employment offers were also accepted by at least 75% of Seller’s employees and independent contractors.
The Purchase Agreement and Employment Agreement contain customary representations, warranties and covenants by each of the parties, and contain indemnification provisions under which the parties have agreed, subject to certain limitations, to indemnify each other against certain liabilities.
On April 28, 2025, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this report that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the acquisition of the Business, which are subject to numerous assumptions, risks and uncertainties. Words such as “anticipates,” “believes,” “estimates,” “expects,” “if,” “likely,” ‘‘intends,” “will,” “would” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to the Company’s Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes will differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 28, 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: | April 28, 2025 | By: | /s/ Justin Schreiber |
Justin Schreiber | |||
Chairman and Chief Executive Officer | |||
Exhibit 99.1
Apr 28, 2025 07:00am
LifeMD Acquires Women’s Health Provider Optimal Human Health MD to Accelerate Entry into the Women’s Health Market
NEW YORK, April 28, 2025 (GLOBE NEWSWIRE) — LifeMD, Inc. (Nasdaq: LFMD), a leading provider of virtual primary care services, today announced the acquisition of key assets from Optimal Human Health MD (“Optimal”), a nationwide women’s health virtual care provider. This strategic acquisition marks LifeMD’s official entry into the women’s health market and establishes a scalable clinical foundation for a comprehensive virtual health program under the LifeMD brand, focused on hormone health, bone density, metabolism, and long-term wellness.
With women’s health historically underserved—particularly in areas such as perimenopause, menopause, and hormonal balance—LifeMD’s expansion addresses a significant unmet need for accessible, personalized, and high-quality care. The new women’s health offering is expected to launch this summer and will provide services through LifeMD’s vertically integrated platform.
“Expanding LifeMD’s virtual care, prescription, and wellness portfolio into adjacent markets where traditional U.S. healthcare has consistently failed to meet the needs of patients—particularly women—is central to our growth strategy,” said Jessica Friedeman, Chief Marketing Officer and Head of Women’s Health at LifeMD. “Our upcoming women’s health programs are particularly compelling because they allow us to fully leverage our national provider network, partnerships with Quest and Labcorp, in-house mail-order pharmacy, behavioral health services, and nutrition and wellness capabilities. Together, these assets position us to build what we believe will be the most comprehensive virtual-first women’s health offering in the country. Just as importantly, many of these services will be accessible through private and government insurance, further increasing affordability and reach for our patients.”
Despite increasing awareness, women’s health remains one of the most underserved areas in medicine—extending far beyond maternity and reproductive care. Natural transitions like menopause—and conditions like osteoporosis—are chronically underdiagnosed and/or undertreated: only one in four women seeks treatment for menopause-related symptoms, and while women represent 80% of osteoporosis cases, over two-thirds remain undiagnosed. According to BCG, these two areas alone represent a projected market opportunity of $60–70 billion by 2030—over six times larger than today—highlighting the scale and urgency of building solutions that meet the unique health needs of women at every stage of life.
The transaction brings on board Optimal’s highly trained team—including nurse practitioners, registered dietitians, and patient care staff—as well as Dr. Doug Lucas, Optimal’s founder and a widely respected leader in osteoporosis reversal and hormone optimization. Dr. Lucas is the author of two best-selling books, The Osteoporosis Breakthrough and Top 10 Reasons Why Your Hormones Are Failing You, and hosts the popular YouTube channel “The Dr. Doug Show: Bones, Hormones, and HealthSpan.” He brings decades of clinical experience and thought leadership to LifeMD, where he will play a central role in shaping the company’s women’s health strategy.
“LifeMD’s platform provides the reach and operational sophistication to bring world-class women’s health care to a broader population,” said Dr. Lucas. “With increased awareness around menopause-related symptoms as well as conditions like osteoporosis—along with rising demand for personalized wellness solutions—I’m excited to expand the work we started at Optimal and deliver next-generation care through LifeMD.”
The acquisition is aligned with LifeMD’s broader strategy of scaling high-demand specialty care verticals through proven clinical models and platform integration, following the success of Rex MD in men’s health. LifeMD is uniquely equipped to deliver differentiated care at scale, supported by its 50-state affiliated medical group, national lab and pharmacy infrastructure, and an expanding patient base across both cash-pay and insurance-covered models.
Interested patients can join the waitlist at https://lifemd.com/womens-health/.
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 22,500-square-foot 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
Media Contact
Jessica Friedeman, Chief Marketing Officer