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): June 16, 2022

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 Capital Market
Series A Cumulative Perpetual Preferred Stock, $0.0001 per share	LFMDP	The 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. ☐

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

On June 16, 2022, the shareholders of LifeMD, Inc. (the “Company”) approved an amendment to the Company’s 2020 Equity and Incentive Plan (the “2020 Plan”) to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 16, 2022, 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 election of seven directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified (“Proposal 1”).

	(2)	The approval of an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares (“Proposal 2”).

	(3)	The ratification of the selection of Friedman LLP as LifeMD’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 3”).

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

Proposal 1:

Director’s Name	Votes For	Votes Withheld	Broker Non-Votes
Justin Schreiber	12,102,348	106,643	7,429,916
Stefan Galluppi	12,115,673	93,318	7,429,916
Naveen Bhatia	12,107,274	101,717	7,429,916
Joseph DiTrolio	10,952,820	1,256,171	7,429,916
Roberto Simon	12,023,681	185,310	7,429,916
John Strawn	10,106,178	2,102,813	7,429,916
Bertrand Velge	10,197,196	2,011,795	7,429,916

Proposal 2:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
9,513,806		2,429,175		266,010		7,429,916

Proposal 3:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
19,576,630		37,606		24,671		N/A

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 22, 2022	By:	/s/ Eric Yecies
			Eric Yecies
			General Counsel and Chief Compliance Officer

LifeMD Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders