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8-K

LifeMD, Inc. (LFMD)

8-K 2025-06-16 For: 2025-06-13
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Added on April 08, 2026

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

Dateof Report (Date of earliest event reported): June 13, 2025

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.)

236Fifth Avenue, Suite 400

NewYork, NY 10001

(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 communication pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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<br> $0.01 per share LFMD The Nasdaq Global Market
8.875% Series A Cumulative<br> 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2025, LifeMD, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). A majority in interest of all stock issued, outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.

The matters voted upon and approved by the Company’s stockholders were:

(1) The<br> election of seven directors to serve until the next annual meeting of stockholders and until<br> their respective successors shall have been duly elected and qualified (“Proposal 1”);<br> and
(2) The<br> ratification of the selection of CBIZ CPAs, P.C. as the Company’s independent registered<br> public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”).
--- ---

The following is a summary of the voting results for each matter presented to the stockholders:

Proposal1:


Director’s Name Votes For Votes Withheld Broker Non-Votes
Justin Schreiber 21,567,314 487,174 9,704,772
Dr. Joseph V. DiTrolio, M.D. 20,912,917 1,141,571 9,704,772
Roberto Simon 16,814,158 5,240,330 9,704,772
John R. Strawn, Jr. 16,887,406 5,167,082 9,704,772
Dr. Joan LaRovere, M.D. 17,722,110 4,332,378 9,704,772
William Febbo 21,327,822 726,816 9,704,772
Dr. Calum MacRae, M.D., Ph.D. 21,557,019 496,494 9,704,772

Proposal2:

Votes For Votes Against Votes Abstained
31,541,717 38,368 179,175

All Proposals were approved.



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: June<br> 16, 2025 By: /s/ Eric Yecies
Eric Yecies
Chief Legal Officer and General Counsel