SEC Form 8-K filed

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): February 24, 2021

LifeMD, INC.

(Exact name of Registrant as specified in its charter)

800 Third Avenue, Suite 2800

New York, NY 10022

(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:

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

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 3.02 Unregistered Sales of Equity Securities. 

On February 12, 2021 LifeMD, Inc. (formerly Conversion Labs, Inc.) (the “Company”) issued 247,213 shares pursuant to the exercise of an outstanding option (the “Option Shares”). On February 24, 2021 the Company issued 1,200,000 shares of the Company’s restricted common stock (the “Consulting Shares”) to Blue Horizon Consulting, LLC (“Blue Horizon”), by virtue of the Company’s achievement of all remaining specified revenue targets, pursuant to that certain amended consulting agreement (the “Consulting Agreement”) by and between Blue Horizon and the Company. Blue Horizon is an entity solely owned by Happy Walters, a director of the Company. No further issuances are due pursuant to the Consulting Agreement.

On February 24, 2021, pursuant to the issuance of the Consulting Shares, the number of shares of unregistered common stock outstanding had increased by more than 5% since the last reported number of shares of common stock outstanding on our Current Report on Form 8-K filed on February 12, 2021. As of February 26, 2021 the Company has 25,579,103 shares issued and outstanding.

The Option Shares and Consulting Shares were not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered.

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.